Naspers Ltd
Annual Report 2012

Plain-text annual report

Integrated annual report 2012 including notice of annual general meeting Contents The Naspers group Scope of the report and assurance Statement of the board of directors on the integrated annual report Highlights of the year in review Our business Group at a glance Our global footprint Chairman’s report Chief executive’s report Risk management Balancing profit, people and our planet Value added statement Strategy Performance review Financial review Operational review Corporate governance Directorate Remuneration report Report of the audit committee 1 2 3 4 8 10 12 14 20 26 34 36 37 43 44 46 91 106 112 122 Summarised annual financial statements 125 Shareholder and corporate information 141 Administration and corporate information Analysis of shareholders Shareholders’ diary Notice of annual general meeting Form of proxy Notes to form of proxy 142 143 143 144 155 158 What type of business are we building? A multinational group of media and e-commerce platforms. What service do we provide for our users? Entertainment, trading opportunities, information and access to their friends – wherever our users may be. The Naspers group THE NASPERS GROUP Scope of this report and assurance Naspers has reported annually to stakeholders on its non-financial performance since 2008. Nigeria (MultiChoice), internet operations in Latin America (BuscaPé) and Central and Eastern Europe (Allegro). Together these account for 82% of consolidated revenue. This is our second integrated annual report Our South African operations publish – combining financial and non-financial separate integrated annual reports on performance for a fuller understanding of our www.media24.com and group for the financial year from 1 April 2011 to www.multichoice.co.za. 31 March 2012. Feedback can be communicated We are concentrating on developing group directly to gri@naspers.com. reporting standards that will make our disclosure The report has been prepared using the increasingly meaningful and measurable for guidelines of the Global Reporting Initiative stakeholders. Generally, detailed forward-looking (GRI G3) and recommendations of the latest King information is not provided. Report on Corporate Governance in South Africa The financial information extracted from (known as King III). the audited Naspers Limited consolidated This integrated annual report includes the annual financial statements for the year ended financial performance of the Naspers group and 31 March 2012 has been correctly quoted in this its subsidiaries, joint ventures and associates. integrated annual report. Refer to page 128 for The scope of reporting on non-financial PricewaterhouseCoopers Inc.’s report. The South performance covers the holding company, print African broad-based black economic empowerment media operations in South Africa (Media24), information was verified by Empowerlogic pay-television businesses in South Africa and (MultiChoice) and AQRATE (Media24). Forward-looking statements The report may contain forward-looking statements as defined in the United States Private Securities Litigation Reform Act of 1995. Words such as ‘believe’, ‘anticipate’, ‘intend’, ‘seek’, ‘will’, ‘plan’, ‘could’, ‘may’, ‘endeavour’ and similar expressions are intended to identify such forward-looking statements, but are not the exclusive means of identifying such statements. While these forward-looking statements represent our judgements and future expectations, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These include factors that could adversely affect our businesses and financial performance. We are not under any obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, as a result of new information, future events or otherwise. Investors are cautioned not to place undue reliance on any forward-looking statements in this report. 2  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPStatement of the board of directors on the integrated annual report The audit committee has reviewed the integrated annual report and the board has reviewed and approved the report. The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and the South African Companies Act No 71 of 2008, while the integrated annual report was prepared in accordance with the guidelines of the Global Reporting Initiative (GRI). The integrated annual report and financial statements fairly reflect, in our opinion, the true financial position of the group at 31 March 2012 as well as that of its operations during this period as described in the report. On behalf of the board Ton Vosloo Chairman Cape Town 26 June 2012 2012 NASPERS INTEGRATED ANNUAL REPORT  3 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP GROUP PERFORMANCE GOVERNANCE FINANCIAL INFORMATION THE NASPERS GROUP financial performance Highlights of the year in review Financial performance R’m 60 000 50 000 40 000 30 000 20 000 10 000 0 cents 2 000 1 800 1 600 1 400 1 200 1 000 800 REVENUE* 2008 2009 2010 2011 2012 CORE HEPS 2008 2009 2010 2011 2012 R’m 12 000 10 000 8 000 6 000 4 000 2 000 0 R’m 4 500 4 000 3 500 3 000 2 500 2 000 1 500 1 000 TRADING PROFIT* 2008 2009 2010 2011 2012 FREE CASH FLOW 2008 2009 2010 2011 2012 cents 400 350 300 250 200 150 100 50 0 DIVIDEND PER SHARE 2008 2009 2010 2011 2012 * including associates on a proportionate basis 4  2012 NASPERS INTEGRATED ANNUAL REPORT Five-year review R’m 2008 2009 2010 2011 2012 Income statement items including associates on a proportional basis Revenue Trading profit Excluding associates Trading profit Free cash flow Statement of financial position Total assets Total equity Total liabilities Other information 25 305 34 505 37 251 45 103 56 522 5 243 7 173 8 537 10 220 11 210 4 084 2 223 4 940 2 432 5 447 4 129 5 838 3 991 5 485 3 619 57 523 54 560 57 468 69 855 81 278 33 147 35 217 35 634 42 942 49 576 24 376 19 343 21 834 26 913 31 702 Core headline earnings per share (cents) 1 130 1 179 1 426 1 612 1 850 Dividend per N ordinary share (cents) (proposed) 180 207 235 270 335 Weighted average number of N ordinary shares (‘000) 353 622 371 004 372 951 374 501 375 653 2012 NASPERS INTEGRATED ANNUAL REPORT  5 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP GROUP PERFORMANCE GOVERNANCE FINANCIAL INFORMATION THE NASPERS GROUP Non-financial performance Users and service Our people Environment Socio-economic development 6  2012 NASPERS INTEGRATED ANNUAL REPORT GROUP PERFORMANCE GOVERNANCE FINANCIAL INFORMATION  Approximately 5,6 million households in 48 countries across the African continent enjoy our pay-television channels packed with premium sport and entertainment. SuperSport broadcasts 24 sports channels throughout Africa, featuring around 12 000 live events a year.  More than one billion internet users worldwide can now trade, be entertained and connect with friends and family through our internet platforms, and those of our associates.  Around 500 companies worldwide use our technologies to manage their pay-television subscribers and content in a digital world.  Media24 publishes around 60 magazines and 50 newspaper titles in South Africa, including Africa’s most widely read daily newspaper, Daily Sun. More than 12 million people read our magazines monthly and our newspapers on a weekly basis.  222 bursaries awarded to Media24 employees.  313 868 hours of training conducted across the Media24 group.  MultiChoice filled 956 learnership and internship positions.  MultiChoice’s green initiatives are progressively covering energy efficiency, waste management, products and community outreach.  “Treefree” paper labels introduced at Paarl Media.  Allegro’s energy saving initiative at Woodstock Music Festival used human power to charge mobile phones and electricity for the concert’s lighting.  BuscaPé investing in entrepreneurial companies.  120 000 shareholders now able to trade their Phuthuma Nathi shares. 2012 NASPERS INTEGRATED ANNUAL REPORT  7 THE NASPERS GROUP Our business Naspers is a leading multinational media group. It was listed on the Johannesburg Stock Exchange (JSE Limited) in September 1994, where it has been a constituent of the Top 40 index for some years. Naspers has an American Depository Receipt and Eastern Europe and Russia. The largest (ADR) listing on the London Stock Exchange e-commerce platforms are Allegro in Poland (LSE) and international investors are also able (Eastern Europe) and Ricardo, primarily in to participate via a plan maintained by The Switzerland (Western Europe). In Russia the Bank of New York Mellon (details on page 142). group has a 29% investment in Mail.ru Group, Over time the group has evolved into a listed on the London Stock Exchange broad-based media company in multiple (www.mail.ru). Naspers also generates markets. The group’s operating business revenue from interactive television and segments span internet, pay television, print technology products and services provided media and related technology in emerging by subsidiaries. markets. Most of our businesses are market leaders Asia – Group activities span internet interests in their sectors, and our most significant in China, India and south-east Asia. In China operations are in emerging markets. These the group has a 34% investment in Tencent, include Africa, China, Latin America, Central listed on the Hong Kong stock exchange and Eastern Europe, Russia and India. (www.tencent.com). In India, Ibibo is growing its internet business, focusing on Africa – The group earns revenues from e-commerce. television-platform services, print media, internet services, technology products and Latin America – The group provides services, and book publishing. various products in the region through Europe – The group’s activities comprise OLX (e-commerce) and Abril (print) as the interests in internet activities in Central main operations. subsidiaries and associates, with BuscaPé, 8  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPInternet Pay television ENRICHING LIVES Print Technology 2012 NASPERS INTEGRATED ANNUAL REPORT  9 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP Group at a glance 100% INTERNET Social network platforms (SNS) e-Commerce China Eastern Europe Latin America 34% 29% 97% Russia Western Europe Africa 100% 100% 51% 100% 100% 100% 10  2012 NASPERS INTEGRATED ANNUAL REPORT 95% 84% 80% India South-east Asia 81% 51% 34% 50% Middle East 25% FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPOther 51% 65% PAY TELEVISION PRINT South Africa South Africa 80% 85% ENRICHING LIVES Brazil 30% China Sub-Saharan Africa 100% AFRICA Technology 100% 2012 NASPERS INTEGRATED ANNUAL REPORT  11 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP Our global footprint We have offices/provide services in some 130 countries EUROPE AFRICA 12  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPASIA  Group coverage • Offices AUSTRALIA NORTH AMERICA SOUTH AMERICA 2012 NASPERS INTEGRATED ANNUAL REPORT  13 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Chairman’s report Ton Vosloo – chairman Overview Working with the recommendations of King III and global best practice, we present our second integrated annual report to stakeholders. 14  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPTHE NASPERS GROUPchairman’s reportThis report aims for a balanced view of businesses largely reflects cost savings and our economic, social, environmental and commercial print contracts. governance performance for the year to 31 March 2012. Encouragingly, and in line with our aim to continuously improve our disclosure, Governance Governance and sustainability are essential we present more detailed information in this for our stakeholders. The board conducts report than ever before. the group’s business with integrity, applying Results for the year reflect an increase in appropriate corporate governance policies and consolidated revenues of 19% and core headline practices across the group. earnings of 15%. The slower pace of earnings Several Naspers subsidiaries are governed by growth compared to revenue growth is largely independent boards of directors, all with their due to more emphasis on developing our own governance practices and committees that businesses organically. This trend is expected to comply with the necessary requirements. continue in the year ahead. Throughout one of the most challenging periods in our industry, the group has grown both managed revenues and trading profits at a compounded annual rate of some 25% over the past seven years. Managed revenues and trading profits include the group’s share of associates’ results. Internet remains our fastest-growing segment. The pay-television operations continue to increase their subscriber numbers and are focused on expanding into online services and the delivery of digital terrestrial television services. Margins remain under pressure in the face of higher expenses for sports rights and the costs of acquiring new subscribers. The improved performance of our print media 2012 NASPERS INTEGRATED ANNUAL REPORT  15 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP A disciplined reporting structure ensures the on Corporate Governance, remained a focus holding company board is apprised of subsidiary over the past year. The extent of applying King III activities. in the governance frameworks of Naspers, MIH, Detailed strategies and business plans are MultiChoice and Media24 is outlined on page 93. regularly reviewed, spanning the financial and non-financial elements of each company’s business, and performance against targets Environment in which we operate Globally, over the past year, prospects for underpins management’s remuneration. economic growth have remained uncertain. Naspers evaluates areas where governance While it is still unclear how some fundamental at corporate and subsidiary level can be problems will be solved, the process will clearly strengthened. The impact of the new Companies be protracted. Act in South Africa, as well as the King III Code The broader regulatory environment in South Africa continues to evolve. Naspers currently has various pay-television and communications services and network licences, which enable it to provide pay-television, online and internet services. These licences are subject to conditions that may change over time as they are reviewed. Newspapers and magazines are subject to some regulatory risks. Naspers’s two main South African units, MultiChoice and Media24, are complying with black economic empowerment requirements. In sub-Saharan Africa, countries are now increasing broadcasting regulation and new competition legislation is being introduced. Elsewhere in the world regulation of the internet is also starting to increase. 16  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPTHE NASPERS GROUPchairman’s report continuedManaging sustainability The Naspers board determines the business strategy and is ultimately responsible for overseeing our group’s performance. Management teams across our businesses provide leadership and implement strategies, guided by the group’s code of ethics and business conduct. Our sustainable development framework flows from our values and an understanding of the key concerns of material stakeholders. These link to our risk management processes, which integrate financial and non-financial risk identification, management and monitoring for the most environmental sustainability where possible. significant subsidiaries in our group. Most initiatives are implemented in partnership The board is also responsible for the integrity with government, communities and other of integrated reporting. The audit committee organisations. has been tasked to oversee sustainability We are proud to announce the launch of issues in the integrated annual report and will www.naspers.org, our integrated sustainability assist the board in its review by ensuring the platform. This captures our combined social information is reliable and that no conflicts awareness as a group and focuses on projects or differences arise when compared to the that address social and environmental issues. financial results. Our intention is to extend Naspers’s core value In line with our sustainable development of being useful to the communities we serve. policy, the group contributes to local In time, www.naspers.org will demonstrate communities in which it operates and strives the nature and quality of our group’s impact to minimise the impact on the environment. on society and on the planet. By utilising our Some of the more significant initiatives focus on expertise and the ability to innovate and adapt education, skills development, entrepreneurial in a changing world, we will continue to address spirit, community outreach activities and challenges such as education, skills development 2012 NASPERS INTEGRATED ANNUAL REPORT  17 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP and environmental sustainability. We hope to and recommends that the annual gross dividend improve the living conditions of our employees, be increased by 24% to 335 cents (previously their families and the communities in which 270 cents) per listed N ordinary share, and we operate, ultimately “balancing profit, people 67 cents (previously 54 cents) per unlisted and planet”. Dividend The board has taken cognisance of recent amendments to the taxation of dividends, A ordinary share. If approved by shareholders at the annual general meeting on 31 August 2012, dividends will be payable to shareholders recorded in the books on Friday 21 September 2012 and paid on Tuesday 25 September 2012. The last date to trade cum dividend will be on Friday 14 September 2012. (The shares will therefore trade ex dividend from Monday 17 September 2012.) Share certificates may not be dematerialised or rematerialised between Monday 17 September 2012 and Friday 21 September 2012, both dates inclusive. 18  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPTHE NASPERS GROUPchairman’s report continuedThe dividend has been declared from income reserves. There are R502 122 976 STC credits available for utilisation. Accordingly the STC credit available is 121,91778 cents per listed N ordinary share and 24,37512 cents per unlisted A ordinary share. The amount per share subject to the 15% dividend tax (DT) is therefore 213,08222 cents per listed N ordinary share and 42,62488 cents per unlisted A ordinary share. DT will amount to 31,96233 cents per listed N ordinary share and 6,39373 cents per unlisted A ordinary share. As a result N ordinary shareholders will receive a net dividend amount of 303,03767 cents per share and A ordinary shareholders will receive a net dividend amount of 60,60627 cents per share. The issued ordinary share capital as at 26 June 2012 is 411 711 353 N ordinary shares and 712 131 A ordinary shares. The company’s income tax reference number is 9550138714. Stock exchange listings Naspers has its primary listing on the JSE Limited in South Africa and a Level I American Depository Receipt (ADR) programme. These shares are listed on the London Stock Exchange (LSE) and traded in the USA on an over-the- counter (OTC) basis. International investors are therefore able to buy and sell Naspers securities either through the appropriate OTC market, or on the London or Johannesburg stock exchanges. directors retire annually and reappointment is not automatic. Prof R C C Jafta, Prof D Meyer, Messrs L P Retief and N P van Heerden, and Prof H S S Willemse who retire by rotation at the annual general meeting, but are eligible, offer themselves for re-election. Shareholders will be asked to consider the re-election of these directors at the annual general meeting, notice of which is contained in this report. Members of the audit committee are Messrs Boetie van Zyl and Ben van der Ross, Prof Rachel Jafta and Adv Francine-Ann du Plessis. The board recommends shareholders reappoint them as audit committee members. In compliance with the new Companies Act, shareholders will be asked to consider their re-election at the annual general meeting. The abridged curricula vitae of all directors appear on pages 106 to 109. I thank my fellow board members for their continued guidance and support in another successful year. We also appreciate the commitment of our management teams around the world. Directors In terms of the company’s memorandum of incorporation, one-third of non-executive Ton Vosloo Chairman 26 June 2012 2012 NASPERS INTEGRATED ANNUAL REPORT  19 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP chief executive’s report Chief executive’s report Overview Naspers’s results for the year continue to reflect the benefits of a diverse portfolio, global presence and a spread of risk. Koos Bekker – chief executive 20  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSustainable development The sustainability of our group is determined by our ability to continue to inform, entertain and connect people, distribute media products, support e-commerce and sell advertising. In addition, we understand how to develop certain related technologies and sell these is incorporated under our risk management processes. Performance in context The Naspers group continued to expand over the past year. Most markets in which we operate survived the global economic downturn to other media operators. We like to manage relatively well. paying subscribers and we develop solutions to the media, trading, entertainment and communication needs of people. Understanding how to identify needs and trends, write code, market solutions to individuals, collect fees, sell adverts and serve customers’ needs is core to our growth and sustainability. For the year under review Naspers recorded a 19% increase in consolidated revenues to R39,5bn. Consolidated trading profit declined by 6% to R5,5bn, the result of increased development costs, while core headline earnings grew 15% to R6,9bn. Our financial performance is analysed in the review on Our products and services can improve pages 44 and 45. people’s lives in very practical ways through links to media, e-commerce, friends, advertising and content. Essentially, our group provides the means to communicate and transact. The board is ultimately responsible for ensuring that sustainable development is integrated into business strategy. The board delegates implementation of this policy to management, with oversight vesting in the group audit and risk committees. Operationally, sustainable development 2012 NASPERS INTEGRATED ANNUAL REPORT  21 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP chief executive’s report continued Internet remains our fastest-growing segment. development spend. BuscaPé shows a similar Over the past seven years and through the trend as it develops its business for longer- recent recession, the internet segments added term growth. managed revenues at 52% per annum. This came mainly from Allegro, Tencent, Mail.ru Pay television – the past year was the second and now BuscaPé. Tencent continues to record best ever in terms of subscriber growth, with excellent results. Mail.ru doubled its earnings some 684 000 households added to the base. over the past year. In Central and Eastern The cost of acquiring these, coupled with Europe Allegro is developing its e-commerce higher expenses for sports rights and the platforms: as a result, while revenues have development of digital terrestrial television grown 58%, trading profits were down due to services, squeezed margins. 22  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPOur pay-television business continued its solid trends in revenues and trading profits. Pay television remains the largest contributor to group profitability and cash flows. Print media – Media24 had a better year, thanks to cost savings and buoyant commercial print contract work. While our print media business reflected revenue growth of 16% per annum over the past seven years, growth in trading profits has been more modest at 8%. This reflects both the mature lifecycle phase of print and its exposure to advertising, which dipped in the recession. Technology – in a tough market, profitability was lower due to the development of our online security products. Significant acquisitions The group made a number of acquisitions during the year, totalling R1,9bn (US$260m). All significant acquisitions were made in the online shopping industry, and include Markafoni in Turkey for R672m (US$95m), Fashion Days in Eastern Europe for R435m (US$54m), 7Pixel in Western Europe for R228m (US$35m) and Slando in the Ukraine for R195m (US$29m). 2012 NASPERS INTEGRATED ANNUAL REPORT  23 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP chief executive’s report continued number of equity and debt investor conferences over the past year. We value the feedback we receive from the investment community, and we strive to continually improve our investor engagement. Contact details for the investor relations officer are on page 142. People The rapid change that characterises the global economic landscape requires equally rapid adaptation. In turn, this requires securing Investor engagement Naspers is committed to providing timely, transparent and relevant information to people with rare skills in each of the countries enable the investing public to gain a better in which we operate. Across the group, understanding of the group’s business, its skills development is critical to maintain our governance, financial performance and competitive edge, especially in our technology- prospects within the constraints of competitive intensive businesses. Training is key to our sensitivities. We disseminate information growth. In a diverse, global group, management through a broad range of channels and a mix of skills are equally important and succession plans regulatory and voluntary activities. Shareholders, for key management are in place. investors and analysts all have access to the Attracting talented people is key to our investor relations function. group’s sustainability. We aim to attract and retain In line with our strategy of building the best talent, specifically young engineers. relationships we conducted roadshows To support our group companies with their locally and internationally and attended a recruitment initiatives, we will be developing 24  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPthe “Careers” section of our corporate website technologies. In the year ahead we will focus to reflect more comprehensive and interactive especially on growing our businesses organically. information and increase the appeal of the This will dampen earnings in the short term Naspers group of companies as an employer as the cost of developing these businesses of choice. is expensed through the income statement. We value and are proud of the contribution However, we believe this strategy is sound. made by our people in so many countries. Our aim remains to deliver value to our They have shown resilience and innovation shareholders over the medium to longer in achieving most of the set goals. Their term. Accordingly, we are working closely commitment, and the support and guidance of with regulators and lawmakers to improve the Naspers board of directors and the boards the regulatory environment. We focus on of our subsidiaries and associates, underpin our developing the full potential of our people and, sustainability. Preparing for growth Over the past year growth in revenue reflected the expansion of our group. While our strategy is continually refined to accommodate market shifts, its three legs are unchanged: organic growth of existing businesses, pursuing across the group, we continue to contribute to the communities in which we operate. Koos Bekker Chief executive acquisitions that add value and developing new 26 June 2012 2012 NASPERS INTEGRATED ANNUAL REPORT  25 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP risk management Risk management Risk management remains integral in the day-to-day operations of our businesses. As a multinational multimedia group with activities in some 130 countries, the group is exposed to a wide range of risks that may have serious consequences. The diversified nature of the group, despite adding complexity, assists in spreading exposure. Risk philosophy Naspers is committed to identifying and planned approach to risk management. Risk identification, management and reporting are managing risk in line with international best embedded in business activities and processes. corporate governance practice and applying the The group’s risk policy applies to all relevant rules and regulations. operations where Naspers has more than 50% The board is responsible for the governance ownership and management control. of risk and is satisfied with the effectiveness of The board approved a top-down and bottom- the risk management process. Risk management up approach to risk management. Areas of focus plans and processes are presented, discussed for the 2012 reporting year spanned: and approved at risk committee meetings (page 102). Risk registers of significant risks facing the group are discussed, as are management’s actions to control these risks within board-approved ranges of tolerance. The diversified nature of the group helps spread risk, particularly in relation to global political and economic instability, market development and currency fluctuations.  Naspers corporate  MIH corporate  Media24  MultiChoice South Africa  MultiChoice Nigeria  BuscaPé  Allegro The risk policy applies to risks the group Identifying risk and developing plans to manage faces in executing its strategy, operations, risks are part of each business unit’s business reporting and compliance activities, and is plan. These are assessed by the board annually. reviewed annually. Some group companies Risk policy The group’s risk profile is based on a formal and have specific risk management functions and the Naspers risk committee is responsible for reviewing these. 26  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPRisk management support advises on, Material issues and how we manage these formulates, oversees and manages the risk Certain material risks are outside our control management system and monitors the group’s and other factors, besides those listed, may risk profile, ensuring major risks are identified affect the overall performance of the business. and reported at the appropriate level in the Despite our structured approach to risk group. Risk framework The Naspers enterprise-wide risk management identification, some risks may be unknown at present and other risks, currently regarded as immaterial, may become material. An internal control oversight forum monitors the system (ERM) framework is designed to ensure of internal control. significant risks and related incidents are identified, documented, managed, monitored and reported in a consistent and structured manner across the group. It is modelled on the COSO ERM1 framework as well as the COBIT2 1 COSO ERM: The Committee of the Sponsoring Organisations of the Treadway Commission Framework for Enterprise-wide Risk Management 2 COBIT: Internationally accepted framework for IT framework for information technology. governance 2012 NASPERS INTEGRATED ANNUAL REPORT  27 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP risk management continued At present the following major group risks are evident among a wide range of potential exposure: Material issues Most of our businesses are subject to extensive regulations. Naspers operates in some 130 countries, each with a set of regulatory and compliance obligations that affect the group’s operations. South Africa’s exchange control regulations require approval for transactions outside the common monetary area. If approvals are not received this could hinder our ability to make foreign investments. The Naspers group has a decentralised operational control environment, while operating in entrepreneurial, international businesses. The geographical spread of operations exposes us to a variety of economic, social and political risks. Certain countries in which we operate may face difficulties due to currency fluctuations, interest rates, bankruptcies, stock market declines, terrorist attacks, corruption, political instability, threats and ransom, epidemics and other factors that may materially harm our businesses. We do not exercise control over our minority investments and the value of our stake in such investments could decrease if these businesses adopt strategies or take actions contrary to our preferred strategies and actions. d n a y R o T a l u g e R s e u s s i e c n a i l p m o c d n a c i g e T a R T s s e u s s i l a n o i T a R e p o 28  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP How we manage the issue d n a y R o T a l u g e R s e u s s i e c n a i l p m o c d n a c i g e T a R T s s e u s s i l a n o i T a R e p o A regulatory and legal compliance programme has been implemented. Regular reviews of applicable legislation by in-house legal resources. External legal advisors assist management. Communication of regulatory issues to decision makers. Working with government agencies and regulators. Participating in public processes on new regulations. Naspers complies with the South African Reserve Bank’s regulations and with conditions under which approval for transactions outside the common monetary area is granted. A top-down approach to governance ensures policies are aligned between businesses and subsidiaries where we have management control. Governance documents and processes reviewed by respective boards, company secretaries and Naspers’s internal control oversight forum. Group risk and internal audit functions monitor compliance and alignment. In exercising the business strategy we perform regular country and business reviews. We diversify markets we invest in, monitor economic, social and political issues and take appropriate actions. The group is represented on the boards and audit committees of most of these entities and has a voice in material decisions. We regularly monitor the performance and operations of these businesses. 2012 NASPERS INTEGRATED ANNUAL REPORT  29 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP risk management continued Material issues Significant investments might not be monetised effectively according to shareholder expectations. ) d e u n i t n o c ( s e u s s i l a n o i T a R e p o d n a c i g e T a R T s Technology is an integral part of our operations. We may be caught off-guard by the pace of new technologies or start-ups, or deploy new technologies too slowly or ineffectively. We may not detect social, technical or economic shifts in time. Competitors in our markets may threaten the position of our companies and associates. Competition includes new or traditional players as well as new products and services. Loss of market share and scale may place pressure on margins. Failure of satellites, software or infrastructure could disrupt continuous service to our customers. Unauthorised access to our pay-television programming signals. 30  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP How we manage the issue Naspers communicates with its investors, aiming to provide insight into our operations while protecting our competitive advantage and complying with stock exchange listing requirements. Segmental results enable the investment community to form an opinion of the valuation of individual businesses in the group. Regular impairment tests are performed and reported on in terms of investments. Continued focus on emerging technologies in own products and services. Acquiring companies that have developed new technologies and demonstrated relevance in our segments and markets. Focus on engineering resources and implementing recruitment programmes for the best engineers. Regular strategy reviews on how to respond to changing competitive landscape. First-to-market with products and services we believe hold promise. Establish complementary businesses, reducing dependency on single elements of the value chain. Regular market reviews including reviews of operational statistics. Acquiring new players or new technologies that may enhance or increase longevity of our platforms. Business continuity plans include: back-up, some redundancy and recovery measures. Regularly upgrading conditional access technology. ) d e u n i t n o c ( s e u s s i l a n o i T a R e p o d n a c i g e T a R T s 2012 NASPERS INTEGRATED ANNUAL REPORT  31 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP risk management continued Material issues Our level of debt could affect our business. Our ability to make payments on our debt depends on our operating performance, which is in turn subject to risks that may be outside our control. If financial institutions where the group invests its surplus cash experience significant financial difficulty, the group could suffer losses. Dislocations in credit and capital markets may make it more difficult for us to borrow money or raise capital to finance expansion of our existing businesses or make acquisitions. The group reports in South African rand and this exchange rate may vary against other currencies. In addition, in several markets, the group has substantial input costs in foreign currencies. The movements of these currencies could have a negative or positive impact on our income or expenses. Unrealised and realised currency translation gains or losses may distort the group’s financial accounts. We rely on the skills of key individuals with detailed knowledge of our business and the markets in which we operate. Unanticipated loss of these individuals may disrupt the business. Implementing a healthy, safe workplace at both administrative and production facilities in line with local legislation and regulations. Incidents at any of our facilities resulting in death or serious injury while on duty may also result in criminal liability, fines and penalties for the company, its directors and/or officers. s k s i R g n i T R o p e R d e T a l e R d n a l a i c n a n i f n a m u h l a T i p a c y T e f a s d n a h T l a e h 32  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP How we manage the issue s k s i R g n i T R o p e R d e T a l e R d n a l a i c n a n i f n a m u h l a T i p a c y T e f a s d n a h T l a e h The group has a conservative approach to its debt profile, based on considering the adequacy of internal free cash flow resources in servicing debt and the level of investments it makes. Debt-bearing capacity is reviewed and approved by the board. Naspers has a treasury policy approved by the risk committee that governs distribution of cash resources (and thus the impact of a loss) and the grade of financial institutions. Cash resources are constantly monitored by management. Constantly monitor credit markets to determine optimal time to arrange funding. Ensure the group has spare debt capacity to tide it over in times of difficulty. Management explains the impact of changes in exchange rates on results in its analysis to stakeholders. In South Africa the group has a policy to hedge some of its operational foreign currency exposures, where possible. Succession plans and talent pipelines are developed by our key businesses and reviewed annually by the relevant human resources and remuneration committees. Perform health and safety audits. Consequences of non-compliance with relevant local regulations are communicated to management and remedial action taken where appropriate. Comprehensive risk audits are performed annually to ensure compliance with policies, procedures and legislation. Naspers has a comprehensive group-wide directors and officers (D&O) liability insurance policy as well as relevant short-term insurance in place. 2012 NASPERS INTEGRATED ANNUAL REPORT  33 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP Balancing profit, people and our planet Naspers creates communities, packages content and runs platforms. We connect people, distribute media products and engage in e-commerce. Our products and services play a developmental role in the markets where we operate. Naspers is not only a business, as a responsible corporate citizen, we give back to the communities in which we operate. Through many projects our group companies touch the lives of We recognise that sustainable development thousands of people around the world. and economic, social and environmental protection are global imperatives that present both opportunities and risks for business. Naspers, as a leading media Education remains one of our most important contributions to the African continent. We contribute to improving literacy levels through various forms of print and digital media from newspapers company, is positioning itself to meet these and magazines to schoolbooks and digital challenges. As we expand our business, we aim to contribute to the communities in which we ventures, including social networking. SuperSport has become the predominant funder of sport across the continent, especially soccer, while promoting associated operate; develop our own people; contribute social and economic goals. to general economic prosperity; and M-Net’s initiatives have stimulated the minimise our impact on the environment. In formulating this policy, we analysed areas where the group can make a South African industry by partnering with local film-makers and content producers to assist emerging talent to make programming with universal appeal for its Africa Magic and contribution to sustainable development in Mzansi Magic channels. the markets in which it operates. Naspers’s internet platforms focus on Extract from group sustainable development policy e-commerce, communities, content, 34  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPcommunication and games. These have brought previously inaccessible products and services to our users. Our most direct impact on the environment is from print media. The internet businesses inherently have a lower impact on the environment. Through some of their trading activities, they stimulate buying and selling used tax on our employees’ salaries, other taxes or recycled goods in a paperless environment, and on companies, skills development levies, etc. strive to make a difference, for example Allegro’s This assists in building the (mostly emerging) All For Planet initiative (page 85). economies in countries in which we operate. The value-added statement on page 36 To fund our expansion and growth strategy, illustrates how the group distributes its earnings to we rely on investors and debt providers, who in employees, providers of capital and governments turn are compensated by dividends, share price and how much it retains for reinvestment. In the appreciation and interest payments. This accounts past year the group has paid some R7,5bn (33%) to for 10% of the total earnings distributed. The employees, which includes the payment of salaries, remaining 30% has been reinvested in the group bonuses and benefits, the cost of training and to ensure that we maintain a sustainable group participation in the group share incentive schemes. which can enrich people’s lives, provide jobs to We contributed R6,2bn (or 27% of the wealth over 19 000 people (excluding associates) and created) to local governments where we have contribute to the governments of countries in operations, comprising tax on company profits, which we operate. 2012 NASPERS INTEGRATED ANNUAL REPORT  35 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP Value added statement for the year ended 31 March 2012 31 March 31 March Revenue Cost of generating revenue Value added Income from investments Wealth created Wealth distribution: Employees Salaries, wages and benefits Providers of capital Finance cost Dividends paid Governments Total tax paid Reinvested in the group Depreciation and amortisation Other capital items Retained earnings 2012 R’m 39 487 21 488 17 999 4 870 22 869 7 469 2 283 1 271 1 012 6 212 6 905 2 602 2 417 1 886 22 869 Wealth distribution 2012 2011 30% 27%  Paid to governments  Paid to providers of 34% capital 10%  Paid to employees  Reinvested in group 33% 32% 36  2012 NASPERS INTEGRATED ANNUAL REPORT 2011 R’m 33 085 18 501 14 584 4 085 18 669 5 972 2 271 1 389 882 4 033 6 393 2 390 (353) 4 356 18 669 22% 12% FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Strategy Strategic focus We are building a multinational group of media and e-commerce platforms to give users entertainment, trading opportunities, information and access to friends, wherever our users are. In the process we create value for shareholders, attract innovative and motivated employees and contribute to the communities we operate in, to ensure a sustainable business for the future. N ATIO OTIV M T E A M W O R K I N N O V A T I O N Examples of our strategy in action  We are growing our core internet business and broadening our base by rolling out new services. How we do this  Sustain organic growth of the business  MultiChoice’s African DStv platform now delivers entertainment to 5,6 million combined with some investments. households in Africa. The Compact bouquet,  Focus on markets with higher growth which targets the emerging market, has potential, where we can achieve sustainable grown steadily. positions.  Our print media businesses are expanding  Increase the number of users accessing our their reach by offering online content. internet products and services, and deepen  Innovation at Irdeto with the development their engagement with our group. of its internet media business.  Expand the pay-television subscriber base – maintain a local approach and deploy innovative technology. Looking ahead Focusing on the internet, we plan to expand the  Continue working with regulators. group mainly through organic growth in the  Attract the best talent, including year ahead, and through acquisitions where they entrepreneurs and engineers, and train make sense, to deliver value to our shareholders and develop employees. over the medium to longer term. Strict and  Use our expertise and resources to benefit robust processes apply when evaluating local communities where we operate. investment opportunities. 2012 NASPERS INTEGRATED ANNUAL REPORT  37 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP strategy continued Naspers across the globe For a fuller understanding of the Naspers group in context, we summarise some key indicators of our major operating regions. Population (m) Mobile Internet users (m) population (m) PPP* GDP USD (bn) GDP per capita USD Latin America China India Russia Western Europe Eastern Europe 352 1 338 1 224 142 412 410 Africa and Middle East 1 236 Sources: World Bank, Merrill Lynch, CNNIC * Purchase price parity 129 505 121 61 285 135 185 396 989 904 224 480 412 792 4 407 11 162 4 501 2 727 13 774 3 993 4 937 12 520 8 348 3 785 19 240 33 432 9 739 3 994 Challenges Each business unit in the Naspers group faces its own  Attracting and retaining the right people.  Increasing competition in all our markets and set of competitors. This adds complexity but reduces sectors. group risk, since we are unlikely to be decimated by a single competitor. The group approach to risk management is detailed on page 26. Globally the regulatory environment for media Stakeholder engagement Naspers has a range of stakeholder groups that differ by region. Broadly, the group deals with and broadcasting is changing. The internet is subject stakeholders through: to at least some legislation in all countries, but is less  Employee newsletters, surveys, management regulated than television or print in most countries. briefings and intranet sites. Competition in pay television has increased across Africa.  One-on-one meetings with suppliers, business partners and opinion formers.  Feedback from readers through channels such Key challenges include: as letters to editors, and social media.  Inflated internet asset valuations, which make  Interaction with readers/users/subscribers and acquisitions difficult. the community.  Ability to innovate in a changing technological  Participation in industry groups to develop environment to sustain growth. shared practices.  Achieving the right balance when rolling out  Frequent engagement with our shareholders. governance initiatives across a group operating  Policy engagement with regulators. in some 130 countries, while encouraging  Engaging with local communities through those businesses to be entrepreneurial. corporate citizenship activities. 38  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Key issues pertinent to our three business segments are tabulated below. Stakeholders Issue and response Customers Allegro and BuscaPé use discussion pages on their websites to elicit feedback. Sellers and buyers comment on additions to the websites, changes in layout, new rules, regulations and the terms of selling and buying. Feedback on technical problems are also raised and discussed. Call centres are available for services where specialised products are sold. Buyers and sellers rate each other via a star-rating system used to differentiate between good and bad counterparties. Social media services like Twitter, Facebook and YouTube are extensively used for communication with customers. Industry Allegro is organising an annual conference in Poznan, Poland, called e-nnovation. This includes presentations on the latest e-commerce trends and novelties, discussion groups and a competition for new ideas. BuscaPé launched an e-commerce price index, the FIPE/ BuscaPé Index, based on data gathered from BuscaPé’s websites. Retailers, consumers, the press, importers and providers of finance all benefit from this data on prices charged by online stores. Industry Paarl Media is a member of the Print Industries Federation of South Africa (Pifsa) and attends international industry events to remain abreast of developments. Media24 is a member of various industry bodies, locally and internationally. In South Africa these include: Print Media South Africa (PMSA), the Audit Bureau of Circulations of South Africa (ABC), the South African Advertising Research Foundation (Saarf ), the South African National Editors’ Forum (Sanef ) and the Digital Media and Marketing Association (DMMA). T e n R e T n i T n R p i 2012 NASPERS INTEGRATED ANNUAL REPORT  39 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP strategy continued Stakeholders Issue and response Regulators Paarl Media facilitates regular audits of its operations (eg Forest Stewardship Council) to ensure global standards are maintained. Employees Media24 rolled out a programme on corporate values, IaM24, that focuses on four core values: courage, integrity, accountability and respect. Internal communication campaigns promote company standards, such as whistle- blower and ethics policies. Media24 has repositioned its academy to promote skills training and development. Customers Landbouweekblad organises the annual competition to find South Africa’s top rural woman entrepreneur with partner Sanlam. The winner receives a cash prize of R65 000 to reinvest in her business. seventeen magazine hosts an annual internship programme and 16 interns worked alongside the magazine’s team in June 2011. Customers MultiChoice has a number of touch points for engagement and ongoing interaction with its customers. These range from traditional interaction such as service centres to non- traditional such as DStv Forum, Twitter and Facebook. MultiChoice also engages its customers in product development through its panel of field trialists, who assist with decoder software developments, and the email research panel. ) d e u n i t n o c ( T n R p i n o i s i V e l e T y a p 40  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP n o i s i V e l e T y a p Stakeholders Issue and response Employees MultiChoice creates a number of opportunities to keep its employees abreast of company developments. These range from print to electronic platforms, as well as face to face, which allows executives to interface with employees on a more personal level. It has a workplace forum, an employee body, which represents employees’ interests and continually interacts with the company on mutually beneficial issues. Industry MultiChoice Nigeria runs the annual media workshop for journalists and training for production members of the movie industry in Nigeria. It has a strategic partnership with the local broadcast industry via the uplink of indigenous free-to-air stations to the DStv platform at no charge to operators. MultiChoice South Africa continues to play an active and constructive role in its industry. As a member of the National Association of Broadcasters it has succeeded in raising pertinent industry issues with both the ministry of communications and the regulator, Icasa. It participated in the ICT Colloquium hosted by the department of communications and engaged in debates that will shape the future of its sector for the 2030 vision espoused by the ministry of communications. In the new financial year, MultiChoice will be involved in a number of policy formulation processes including the planned ICT indaba and amendments to key ICT policy instruments. 2012 NASPERS INTEGRATED ANNUAL REPORT  41 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP THE NASPERS GROUP strategy continued Stakeholders Issue and response ) d e u n i t n o c ( n o i s i V e l e T y a p Suppliers MultiChoice Nigeria uses social media to communicate important information and runs retailers/dealers awards, training and workshop programmes. Regulators MultiChoice Nigeria organises awareness meetings and shares information on piracy in the country. At policy level, it engages with the National Broadcasting Commission and Nigerian Copyright Commission. MultiChoice South Africa participates in the regulatory processes initiated by Icasa. The key output for these interactions is the development of an environment that is conducive to the growth of the ICT sector. MultiChoice also interacted with the Film and Publications Board with regard to classification of online films and how best to work together and implement some guidelines. MultiChoice is subject to the Broadcasting Complaints Commission of South Africa (BCCSA) which is responsible for certain content regulation, and it works closely with BCCSA to ensure that the regulation of content stays current as it moves from an analogue to a digital environment. 42  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Performance review performance review Financial review This review sets out highlights of the group’s financial performance for the past year. Full details appear in the annual financial statements. Overview of group results Naspers experienced growth across most of its businesses. Full year consolidated revenues grew 19%. Core headline earnings were up 15%, achieved while accelerating organic recorded satisfactory progress in subscribers and is focused on expanding into online services and the delivery of digital terrestrial television. The print media segment had a more favourable year, with improved revenue and development of businesses. This solid growth earnings growth. was achieved against the background of continued worldwide economic turmoil. The internet segment remains the fastest growing area, with several new services under development. The pay-television segment Financial review The lift of 19% in consolidated revenues to R39,5bn was buoyed by our internet businesses, where revenues jumped 59%. Growth in the Core headline earnings Compounded annual growth rate: 29% 6 951 6 036 5 319 3 996 4 373 2 854 2 027 1 185 2005 2006 2007 2008 2009 2010 2011 2012 R’m 8 000 7 000 6 000 5 000 4 000 3 000 2 000 1 000 0 44  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPsubscriber base resulted in pay-television revenues remains sound, with total consolidated net debt, increasing 15%, while print revenues were up 12%. excluding capitalised satellite leases, of R4,6bn. Consolidated development costs however, also accelerated to R2,8bn (2011: R1,5bn) resulting in a decline in consolidated trading profit of 6%. Significant acquisitions Details of significant acquisitions appear in the The interest cost on cash and loans decreased summarised annual financial statements under to R517m, a result of lower costs of funding. Core “Business combination (IFRS 30)” on page 140. earnings from equity-accounted associates grew 38% to R5bn, mainly from Tencent, Mail.ru and Abril. Total core headline earnings were R6,9bn – an increase of 15% on the prior year. The group Summarised annual financial statements The summarised annual financial statements impaired goodwill and intangible assets of appear on page 126 of this integrated annual R1,2bn, net of tax, in respect of investments report. The full annual financial statements for where progress lagged our expectations. Positive the year ended 31 March 2012 are available on free cash flows were R3,6bn. Our balance sheet our website at www.naspers.com. Dividend: N shares cents Compounded annual growth rate over 10 years: 30% 350 300 250 200 150 100 50 0 335* 270 235 180 207 156 120 25 30 38 70 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 * proposed 2012 NASPERS INTEGRATED ANNUAL REPORT  45 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review Operational review Naspers is a leading media group operating predominantly in emerging markets with growth potential. Its assets are diversified across internet, pay television and print media. 46  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPInternet Internet platforms in Eastern and Central Europe, China, Russia, Latin America, Africa, India and south-east Asia. Services include e-commerce, communities, communication, social networks, entertainment and mobile value-added services. Pay television Pay-television subscriber platforms in South Africa and sub-Saharan Africa. Naspers also develops underlying content protection and access management technologies for internet, pay-television and mobile platforms. Print media Magazines, newspapers, printing, distribution and book-publishing businesses in South Africa and print media investments in Brazil and China. 2012 NASPERS INTEGRATED ANNUAL REPORT  47 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review internet Internet REVENUE* EBITDA* TRADING PROFIT* R’m 20 000 15 000 10 000 5 000 0 2011 2012 R’m 5 000 4 000 3 000 2 000 1 000 0 R’m 4 000 3 000 2 000 1 000 0 2011 2012 2011 2012 * including associates on a proportionate basis 48  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPEurope The European assets derive their revenues of 66% through continued expansion of its operations. principally from facilitating transactions through The Mail.ru Group (29% held by Naspers) e-commerce, payment, advertising and gaming manages the leading portal, communication, activities. Geographically, this portfolio spans online gaming and social networking platforms 19 countries through three main businesses: the in the Russian-speaking world. These platforms Mail.ru Group in Russia, Allegro Group in Poland include the My World and Odnoklassniki social and Ricardo group in Switzerland. networks as well as the Mail.ru Agent and ICQ The Allegro Group provides e-commerce instant messaging services. It also owns 40% transaction platforms, business-to-consumer of Vkontakte – Russia’s most popular social online retail, free and paid classifieds (general, network. Mail.ru’s online gaming platform is auto, jobs and real estate), payment platforms the largest in Russia, with over 34 massively and price-comparison sites. The group operates multiplayer online (MMO) games. The group also in 14 countries including Poland, Russia and has small stakes in non-Russian assets. Turkey. Allegro continues to deliver strong growth with revenue increasing by 58% to R3,2bn (PLN1,3bn). To strengthen its position in the fast-growing business-to-consumer online retail segment, Allegro acquired the largest Turkish private sales fashion club, Markafoni, and Fashion Days, a leading private sales club in the Central and Eastern European region. The Ricardo group operates in five countries (Switzerland, Denmark, Norway, Greece and Italy) providing auctions, fixed-price marketplaces, classifieds (general and auto) and price-comparison sites. The group performed well during the year, delivering revenue growth 2012 NASPERS INTEGRATED ANNUAL REPORT  49 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Mail.ru Group recorded strong growth last year, with revenue rising 58% measured in local currency, to US$515m. Multiple new product innovations were launched during the year, including greater integration between the group’s various internet and mobile platforms. A new version of the home page was also launched, now significantly lighter and faster for a better user experience. Mail.ru’s excellent performance reflects the continuing movement of expenditure online as well as its outstanding management team and employees. Mail.ru’s depositary receipts are listed on the London Stock Exchange. Further information is available on www.corp.mail.ru. South-east Asia The group’s interests in India and the rest of south-east Asia continue to grow organically and through acquisitions. Ibibo operates a portfolio of businesses, including online travel, e-commerce and games platforms. These all recorded growth during the year despite an influx of well-funded competitors. The group acquired 51% of Travel Boutique Online, an online travel platform that aggregates travel suppliers, and small and medium agents. Sulit is the premier Philippines website and extended its lead over local competitors during the year by expanding 50  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPperformance reviewinternet continuedits real estate offering and launching a mobile version that was well received. China Tencent (34% held by Naspers) again performed well in a highly competitive environment. The number of internet users in China grew by some 12% to 513 million at the end of 2011, while internet penetration increased to 38%. The popularity of mobile internet grew on the back of the increasing adoption of smartphones and emergence of a large variety of compelling mobile applications. During the year, Qzone maintained its position Mobile internet users comprised more than as the leading social networking services (SNS) 69% of the total internet user base at the platform in China with 577 million active users end of 2011, up from 66% the previous year. on 31 March 2012. Weixin, a next-generation This growth has enabled Tencent, through its communications service for smartphones that persistent focus on user experience, to extend utilises users’ address books as well as their the growth of its core platforms. QQ buddy lists, launched in early 2011 and Tencent’s core operating platforms again achieved over 100 million downloads by early recorded good growth in market share. The 2012. The service is now expanding globally. QQ instant messaging platform recorded Tencent continues to increase its investments peak concurrent users of over 167 million, a in research and development capability, new milestone. The online gaming business technical infrastructure and personnel entrenched its position. MMO games and development. In addition, it has continued to advanced casual games were key drivers. expand an open-platform strategy, allowing 2012 NASPERS INTEGRATED ANNUAL REPORT  51 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP third parties to develop applications for its platform. Tencent platforms are playing a key role in building a collaborative internet industry in China. Total revenue for the year to 31 December 2011 was RMB28,5bn, up 45%. Profit attributable to equity holders was RMB10,2bn, 27% higher year on year. In December 2011 Tencent successfully concluded a bond offering of US$600m. The bonds have investment grade credit ratings from both Moody’s and S&P, one of the first internet companies globally along with Google and eBay to attain such status. Tencent is listed on the Hong Kong stock exchange and further information on the company is available on its website www.tencent.com. Africa and Middle East In South Africa kalahari.com remains the premier business- to-consumer e-commerce platform and has focused on growing revenue through product 52  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPperformance reviewinternet continuedenhancements and redeveloping its platform. Its expanded marketplace, where third-party sellers offer their products alongside kalahari.com in a secure and trusted environment, grew volumes by 75% during the year. Naspers owns 25% of Dubizzle, the leading online classifieds provider in the United Arab Emirates (UAE). Dubizzle increased its reach to 55% in the UAE during the past year and expanded its regional footprint into new territories. Naspers also owns 51% of Korbitec, which provides services to legal, property and banking stakeholders, as well as others in the property value chain. property24.com, South Africa’s leading property portal, provides a consumer- focused property e-commerce hub in South Africa. Korbitec concluded agreements to roll out its integrated services to most major estate agents in South Africa. Latin America BuscaPé, our e-commerce business in Latin America, continued its steady growth, increasing turnover by 114% on last year. The core comparison shopping business performed to expectations and the online payments Where Buyers Meet Sellers www.olx.com businesses recorded good advances. During the year BuscaPé increased its stake in Brandsclub, a fast-growing internet sales club, from 30% to 76%. Movile, our mobile value-added services provider, entrenched its position as one of the leading participants in Latin America. This company’s core business is profitable and it paid its first dividend. Valuable experience is being gained by launching experimental products in the fast-growing smartphone segment. OLX, one of the world’s leading free classifieds platforms, is focusing on Brazil, India and Portugal. This market segment is young, dynamic and very competitive and is not expected to monetise soon. Level Up! entrenched its position as market leader in the MMO games segment in Brazil. This business does not develop games; it distributes, markets and operates games for several different developers in Brazil. 2012 NASPERS INTEGRATED ANNUAL REPORT  53 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review pay television Pay television REVENUE EBITDA TRADING PROFIT R’m 25 000 20 000 15 000 10 000 5 000 0 R’m 8 000 7 000 6 000 5 000 4 000 3 000 2 000 1 000 0 2011 2012 2011 2012 R’m 7 000 6 000 5 000 4 000 3 000 2 000 1 000 0 2011 2012 54  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSouth Africa The pay-television market is moving through a period of significant change in South Africa, including the migration from analogue to digital terrestrial television (DTT). Although this The ongoing focus on content continues to enhance the viewer’s experience. Launches during the year included Investigation Discovery, Discovery TLC, Comedy Central, Studio Universal, Disney Jnr and Disney XD. M-Net also launched migration is scheduled to start in 2012, details Africa Magic Swahili for viewers in Africa. on national standards and regulations governing DTT are yet to be finalised. Other notable regulatory activities during the period included:  An invitation to apply for new subscription broadcasting licences, issued by Icasa.  Icasa published its review of the broadcasting regulatory framework towards a digitally v e R / 3 6 5 3 3 B H J v t S D n o n e e s s A converged environment.  An inter-ministerial committee led by the minister of social development aims to introduce legislation to severely restrict alcohol-related sponsorship of sports events and alcohol advertising on television. MultiChoice ended the year with four million subscribers, with growth of 492 000, including the entry-level Easyview bouquet. This reflected strong growth from the Compact bouquet, aggressive marketing on decoder and PVR pricing, and the appeal of special events such as the Rugby World Cup. DStv STANDARD DECODER * R599 FULLY INSTALLED *Includes Satellite Dish and Standard Decoder Get the OVER 50 TV CHANNELS, ONLY R246# INCLUDING THESE GREAT SPORTS CHANNELS PER MONTH D03-33563 39x7 Press Old man.indd 1 WANT DStv COMPACT? SMS MAKOYA FEVA TO 32445. SMS COSTS R1. *SA only. #R246 DStv Compact monthly subscriptions payable. Different rates and packages apply for commercial establishments. To get connected, visit your nearest retailer or MultiChoice. MultiChoice accredited installer recommended. While stocks last. Errors & omissions excepted. Terms and conditions apply. For full terms and conditions please call 011 289 2222. 2011/11/09 12:51 PM 2012 NASPERS INTEGRATED ANNUAL REPORT  55 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review pay television continued In line with the group’s commitment to promoting local content, production continued on the popular series, The Wild, while MasterChef SA was screened for the first time in 2012. Now in its second year, Mzansi Magic is providing definition (HD) offering and is investing in and a popular showcase for local productions, developing new services that will be rolled out in including a new telenovela iNkaba, and Africa the new financial year. Magic was expanded from two to four channels To cater for sports enthusiasts, SuperSport during the year. launched SuperSport 3 HD in 2011. Ongoing investment in new technologies SuperSport also launched and services continued during the review SuperSport 9 East (SS9 East) period. BoxOffice, a video-on-demand service to carry all the local football for PVR premium subscribers and online for and other sport it produces all users, was well received. By year-end, 262 for the East African 400 households had registered on the service. region, and enhanced the MultiChoice has also expanded its high- SuperSport Blitz offering to include live crossing to 56  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPsports events and high-quality relevant reports in 30-minute blocks. Following the successful broadcasts of the Rugby and Cricket World Cup tournaments and Africa Cup of Nations, SuperSport secured rights to the 2014 Fifa World Cup. The South African Premier Soccer League contract was extended. In conjunction with the South African national departments of education and sport, SuperSport launched the broadcast of a schools soccer league for top schools across the country. DStv-i, launched in the prior year, provides a deeper understanding of viewing behaviour on the DStv platform. This tool is being extensively used by both the advertising industry and internal stakeholders, which enabled DStv Media Sales to introduce guaranteed trading. Mobile technology continues to undergo rapid technological evolution as is evidenced by the increasing number of smartphones. In Africa the mobile will be the primary device for information and communication for the MWEB established an open-peering regime majority of the population. It is therefore with all other players in the market. It also important in the long term that we continue to connected to the Seacom cable during the develop our mobile products and services. year, maintaining its leadership in providing DStv Mobile is in its infancy, and will require more affordable high-speed internet rates significant investment over the long term. in South Africa. The national backbone However, this know-how is important to network connecting Durban, Cape Town and develop South Africa’s engineering capability Johannesburg with 10Gbps became operational in the global information and communication in November 2011 and is being used to deliver technology field. group content and internet to users. 2012 NASPERS INTEGRATED ANNUAL REPORT  57 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review pay television continued Sub-Saharan Africa Across the rest of sub-Saharan Africa, where MultiChoice operates in 48 territories, there has been reasonable growth despite the entry of several new competitors to the market. The regulatory environment remains challenging with new broadcast bills, regulations, licences or including Studio Universal, Comedy Central, Select Sport, Discovery ID and Discovery TLC. A new Chinese offering, Great Wall Africa, was launched and includes channels such as phoenix Europe, CCTV Entertainment, China Movie Channel, Shanghai Dragon and Hunan TV. licence renewals in Angola, Kenya, Namibia, SuperSport continued its football coverage Nigeria, Uganda and Swaziland. MultiChoice was in Angola, Ghana, Nigeria, Kenya and Zambia and issued digital terrestrial service licences in four extended this to Uganda to cover the Uganda Super countries to date. League during the year. The DStv subscriber base increased On the technology front, the HD offering has by 192 000 to end the year at 1,6 million been extended to include Movie Magic 2. On the households. DVB-H platform, the Drifta and Walka were launched Localised programming and channels in Kenya, Nigeria, Namibia and Ghana. Significant remained a key focus for the business with investments were made in building new digital the launch of a number of specialist channels terrestrial television platforms under the GOtv including Bukedde in Uganda and Africa Magic brand in Uganda, Zambia, Kenya and Nigeria. These Swahili and SS9 East in the rest of East Africa. are focused on a low-cost mass-market television DStv English subscribers received new channels offering. 58  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPTechnology Irdeto delivered 18,8 million conditional access units during the year, 2,2% more than the prior year. Volumes were increasingly destined for emerging markets, with lower average selling prices. Resources and costs were managed efficiently while meeting customer requirements. Irdeto continued to invest in developing solutions to manage and protect digital assets distributed via the internet. The BD+ technology and team from Rovi that protects some of Hollywood’s most valuable content, and BayTSP, a service provider to content owners that detects and stops online piracy of their content, were acquired during the year. ActiveCloak™, Irdeto’s solution for protecting digital assets online, won major platform operator contracts during the period, as those operators extended their offerings online. The combination of ActiveCloak™ and acquired capabilities will form more complete solutions for online media. REVENUE 2011 2012 EBITDA 2011 2012 TRADING PROFIT R’m 1 400 1 200 1 000 800 600 400 200 0 R’m 200 150 100 50 0 R’m 150 120 90 60 30 0 -30 2011 2012 2012 NASPERS INTEGRATED ANNUAL REPORT  59 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review print media Print media REVENUE* EBITDA* TRADING PROFIT* R’m 14 000 12 000 10 000 8 000 6 000 4 000 2 000 0 2011 2012 R’m 1 600 1 400 1 200 1 000 800 600 400 200 0 R’m 1 200 1 000 800 600 400 200 0 2011 2012 2011 2012 60  2012 NASPERS INTEGRATED ANNUAL REPORT * including associates on a proportionate basis FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP A sophisticated daily newspaper application with enriched content was launched for Die Burger, leading the way to the digital future of newspapers. A similar application is in the pipeline for Beeld.  Daily Sun, South Africa’s largest daily newspaper with a readership of over five million, launched a KwaZulu-Natal edition. South Africa The South African print media interests are held in Media24. Revenue growth improved over the past year whilst cost savings improved profitability. Progress was made in transforming Media24 from a traditional print company to an innovative multiplatform content and services provider. Ethics, press regulation and media ownership were strong themes in the review period. The South African government is taking an increasingly active interest in the transformation and diversification of the media. At the same time, the competition authorities are taking a more aggressive approach to investigations of the media. Newspapers Our newspaper operations grew profits despite pressure on both advertising and circulation revenue. The focus on innovation is ensuring our newspapers remain a vibrant and influential force in the South African media landscape: 2012 NASPERS INTEGRATED ANNUAL REPORT  61 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review print media continued a shift to television and radio as advertisers concentrated on product and price promotion as opposed to brand advertising. Efficiencies were achieved by consolidating publishing units and centralising the advertising sales team. Unbundling subsidiaries and their costly management structures produced cost savings. Digital innovation remained a priority:  All titles are now available in tablet format (two with enriched content) on e-newsstands such as Zinio and MySubs.  In line with the strategy of exploring new print niches, the weekly NEWSNOW/NUUSNOU was launched and licences acquired to publish TopGear (in 2011) and fashion and celebrity weekly Grazia (in 2012). 24.com 24.com, the largest internet publisher in South Africa, expanded its network of sites by  The web and mobile platform NetLocal over 20% across web and mobile. This business continues to grow and now hosts 19 extended its breaking-news platform to other community newspapers and supports parts of Africa, launching news24 in Kenya. The another 47 editions. Four new community mobile web audience more than doubled to newspapers were launched. 1,3 million unique browsers and over 250 000 Magazines The diversity of our portfolio of some 60 active application users across the Apple, Android and BlackBerry operating systems. consumer and business-to-business titles acted Paarl Media as a safeguard against fluctuating circulation The Paarl Media group had an exceptional year, performance. Overall, circulation performance growing revenue from printing, binding and was stable. Advertising revenue declined against distributing workbooks to over 24 000 schools 62  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPfor the Department of Basic Education. It also rebranded Via Afrika Publishers division, had a expanded its geographic footprint by printing number of titles accepted for the schoolbook ballot papers for elections and identified new curriculum. e-Book sales increased dramatically growth areas such as printing advertising leaflets from a low base. for the retail industry. In a generally tough market for books, At the Paarl Media Academy, now in its Jonathan Ball Publishers and NB Publishers second year, over 90 learners passed a training recorded increased e-book sales and programme developed to ensure printing Jonathan Ball Publishers maintained its market excellence at all its plants. More than R20m leadership in English language general books. has been invested in this initiative. NB Publishers is still the market leader in locally Book publishing Our book publishing businesses closed or sold some non-profitable units and, under the published general books. Brazil The group has a 30% interest in Abril, the leading magazine publisher in Brazil. Brazil experienced only a moderate improvement in advertising spend. Abril has a 43% share of total magazine circulation and 63% of magazine advertising revenue. This company recorded an encouraging improvement in profitability on the back of good cost controls. It is generating solid cash flows and paying healthy dividends. China The group has small stakes in Xin’an Media Corporation, a newspaper publisher in the fast-growing second-tier city Anhui in Hebei province, as well as in BMC, which operates a leading Beijing newspaper, the Beijing Youth Daily. 2012 NASPERS INTEGRATED ANNUAL REPORT  63 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review Non-financial review Social review We take our responsibility to the communities in which we operate seriously. We promote the well-being of society, our customers and our employees by contributing to initiatives that improve quality of life in these communities. How we do this Community  We operate in various countries and endeavour, where feasible, to employ local citizens.  We contribute to the communities in which we live and work. In some we contribute to educational programmes.  We conduct business fairly, ethically and with integrity. Our code of ethics and business conduct defines our culture.  In South Africa we support previously disadvantaged businesses by actively seeking such suppliers. Our people  We invest in the continuous development of our people.  We encourage employees to report areas  We encourage our employees to where the group might be failing in its contribute to sustainability and innovation business conduct and values through initiatives. secure channels.  We respect the rights of our employees  We endeavour to comply with local and their diversity. employment laws. 64  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPTransformation Transformation is a strategic imperative for Naspers to ensure we comply with local legislation and that our workforces reflect local demographics. Across the group, various initiatives are developing appropriate skills and responsible procurement practices. Media24 has made solid progress with its MultiChoice has improved its status from a level 4 to transformation aims in recent years. These are a level 3 contributor, further investing in employment tracked against a scorecard for the Department equity, skills development and preferential procurement. of Trade and Industry’s code of good practice After its successful empowerment transaction in for broad-based black economic empowerment 2006, 120 000 new shareholders were introduced. (BBBEE). In terms of the scorecard prepared MultiChoice also scores well on employment equity by AQRate, Media24’s BEE verification agency, (81%) and preferential procurement (93%). Media24 has improved its score and retained a MultiChoice’s recent initiatives to establish the level 4 rating with 125% recognition MultiChoice Enterprise Development Trust and on BEE spend scoring full points on the initiating early payments to qualifying enterprise ownership, socio-economic development and development beneficiaries to facilitate their cash flow enterprise development elements. will improve scores for enterprise development. 2012 NASPERS INTEGRATED ANNUAL REPORT  65 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued Direct empowerment Broad-based black economic empowerment (BBBEE) Welkom Yizani In 2006 Media24 launched the largest BBBEE share offer in the print media industry, Welkom Yizani, resulting in eligible black people and groups owning some 15% (directly and indirectly) in Media24 Holdings. In December 2009 to mitigate the impact of the recession Phuthuma Nathi Through a combination of shareholding in Naspers and the Phuthuma Nathi share schemes, on the value of these shares, Naspers wrote black South African individuals and groups own off R330m of its funding in Welkom Yizani 30% of MultiChoice South Africa. The Phuthuma and the scheme was extended by two years Nathi and Phuthuma Nathi 2 share schemes to December 2013, providing Welkom Yizani were launched in 2006 and 2007, respectively. shareholders a better opportunity to profit from In September 2011 Phuthuma Nathi and their original investment despite the recession. Phuthuma Nathi 2 received ordinary and special dividends declared by MultiChoice totalling R1,2bn. The ordinary dividend of R300m was up 25% from the prior year, and a special dividend of R900m was used to reduce funding. Black economic empowerment partners Media24, MultiChoice and other group companies have combined their buying power in South Africa in a centralised bargaining company, On 8 December 2011 shares in Phuthuma CommerceZone. Suppliers’ BEE performance is Nathi and Phuthuma Nathi 2 began public evaluated against specific criteria and they are trading. expected to boost their annual BEE rating. 66  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSOUTH AFRICAN MEDIA INDUSTRY’S MOST EXCITING BROAD-BASED BEE SCHEME. THE FUTURE IS HERE From 08 December 2011, black South Africans will be able to buy Phuthuma Nathi shares, either through the internet or via the telephone. Prospective shareholders will need to register to be able to buy shares. Phuthuma Nathi shareholders need to verify their status to be able to buy or sell their shares FOR MORE INFORMATION, PLEASE CONTACT 0860 116 226 OR VISIT WWW.PHUTHUMANATHI.CO.ZA MultiChoice, proud owners of DStv, Mweb, M-Net, SuperSport, DStv Media sales, DStv online and DStv Mobile. PRINT Phase 1.indd 1 spent R15m on these agencies, excluding capex already invested during the set-up stage. MultiChoice has a network of 1 200 accredited installers across South Africa. A total of 389 are black owned and 49 are owned by women. MultiChoice provided the black-owned installers with laptops at a cost of R3m to assist them in activating subscribers. In addition to its own empowerment initiatives, MultiChoice buys large numbers of decoders from a local manufacturer. These decoders are also exported to countries outside South Africa. During the reporting period approximately 1,4 million decoders with a value of some R500m were exported. This has created employment opportunities in the areas of manufacturing, logistics and sales. 2011/06/30 3:43 PM Furthermore, enterprise development initiatives have created more than 620 jobs across the Paarl Media group. The MultiChoice preferential procurement programme supports the development of small, medium and micro-enterprises (SMMEs). In addition, these SMMEs are given opportunities to tackle larger-scale projects, enabling entrepreneurs to develop their skills and capabilities. The last three years have seen a lifting of MultiChoice’s preferential procurement spend, from 47% in 2009 to 67% in 2012, on BEE-compliant companies. This equates to over R4,9bn spent with BEE-compliant companies. MultiChoice has 111 agencies nationally, of which 40 are owned by previously disadvantaged business people. These agencies provide employment for approximately 200 people including the owners of the businesses. During the financial year under review MultiChoice 2012 NASPERS INTEGRATED ANNUAL REPORT  67 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued Employees Worldwide the Naspers group employs some 19 000 people in its consolidated operations (excluding associates). Employee distribution  Media24  MultiChoice SA  MultiChoice Nigeria  Allegro  BuscaPé  Other 19% 5% 39% 18% 2% 17% MultiChoice plays an important role in economic growth in Africa, contributing directly and indirectly to job creation. Some 531 jobs were created by us in the past year in South Africa alone, representing a 10% increase in direct employment. Learnerships comprise 27% of direct employment, ensuring skills development in the informal sector. The major area of employment creation in the indirect market stems from additional staff in agencies, larger installer teams, content creation and facilities maintenance and upgrades. Some 376 jobs were created during the past year in Allegro’s existing Polish operations, a direct result of their organic growth. 68  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPEmployee distribution Set out below is the gender split of employees of the group and the five in-scope entities reported on in this integrated annual report. Workforce split Naspers group MultiChoice SA  Female  Male  Female  Male 40% 60% 47% 53% Media24 MultiChoice Nigeria  Female  Male  Female  Male 40% 60% 44% 56% Allegro BuscaPé  Female  Male  Female  Male 40% 60% 49% 51% 2012 NASPERS INTEGRATED ANNUAL REPORT  69 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPMultiChoice Nigeria:workforce splitBuscape:workforce splitAllegro:workforce splitAllegro:workforce splitMultiChoice SA:workforce splitMedia24:workforce split performance review non-financial review continued Employment equity Naspers values diversity in its workforce. The breakdown of the MultiChoice and Media24 groups’ annual employment equity reports, reflecting classifications to the South African Department of Labour, is shown below. Employment equity Media24 MultiChoice SA  Black  White  Black  White 56% 44% 19% 81% Employee benefits Retirement benefits Some countries in which we operate have statutory retirement benefit funding. In others, and where appropriate, the group provides retirement benefits for full-time employees, primarily as monthly contributions to defined- contribution pension and provident funds. The assets of these funds are generally held in separate trustee-administered funds. 70  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPMultiChoice SA:employment equityMedia24:employment equityEmployee relations The group complies with labour legislation in its areas of operation. In South Africa, MultiChoice and Media24 submit statutory reports. The risk of child labour and forced or compulsory labour is low in the group. Where children are used in local productions, strict compliance to their regulated conditions of employment is enforced. Training and skills development Investing in skills development is a priority for the group, given the strategic importance of technology and intellectual property to our sustainability in a competitive market. In the review period, MultiChoice spent R39m on skills development initiatives. These include the new managers programme, management advancement programme and media management programme, which cover training from supervisory to executive management levels. MultiChoice’s learnership programmes combine vocational education and training modules towards qualifications registered on the National Qualifications Framework (NQF). Initiatives include:  The production assistant learnership was offered to 11 unemployed learners from previously disadvantaged backgrounds. On completion, all 11 learners were rated competent and four are now employed. Medical aid benefits Medical aid membership is compulsory in most group operations, with the employer contributing a portion of the monthly premium. Some group companies provide post- retirement healthcare benefits. This entitlement is based on an employee remaining in service until retirement age and completing a minimum service period. S O U T H A F R I C A N M E D I A I N D U S T R Y ’ S M O S T E X C I T I N G B R O A D - B A S E D B E E S C H E M E . U N L O C K T H E F U T U R E P h u t h u m a N a t h i s h a r e t r a d i n g i s o p e n . B l a c k S o u t h A f r i c a n s c a n b u y P h u t h u m a N a t h i s h a r e s , e i t h e r t h r o u g h t h e i n t e r n e t o r v i a t h e t e l e p h o n e . P h u t h u m a N a t h i s h a r e h o l d e r s a r e a l s o a b l e t o b u y m o r e s h a r e s o r s a l e t h e i r s h a r e s . F O R M O R E I N F O R M A T I O N , P L E A S E C O N T A C T 0 8 6 0 1 1 6 2 2 6 O R V I S I T W W W . P H U T H U M A N A T H I . C O . Z A M u l t i C h o i c e , p r o u d o w n e r s o f D S t v , M w e b , M - N e t , S u p e r S p o r t , D S t v M e d i a s a l e s , D S t v o n l i n e a n d D S t v M o b i l e . 2 0 1 1 / 0 6 / 3 0 3 : 4 3 P M P R I N T P h a s e 2 . i n d d 1 Equity ownership To retain the skills on which our sustainability  The M-Net/Carte Blanche Scholarship was depends, most group companies grant share offered to two deserving Rhodes University options/share appreciation rights to employees students for the final year of a journalism under a number of equity compensation plans. degree. 2012 NASPERS INTEGRATED ANNUAL REPORT  71 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued  14 employees successfully completed  10 employees completed the GIBS leading the media management programme at women (Imbokobo) programme. Stellenbosch University.  Bursaries valued at R3,4m were awarded  21 staff members completed the new during the year. Altogether 185 bursaries managers programme, and 10 others were awarded in 2012, bringing total completed a management advancement bursaries awarded since 2008 to 346. programme. During the year MultiChoice filled 956 learnership and internship positions, covering customer care, DStv Online, finance, human resources, broadcast technology and IT. These programmes give prospective and new graduates experience in the real world. Some of the programmes implemented in our businesses were as follows:  50 engineering and technical positions at SuperSport  11 positions at M-Net for practical involvement in production areas, and 72  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP hands-on training from SuperSport’s highly skilled production crew, including during the 2010 Fifa World Cup in South Africa and the Council of East and Central Africa Football Associations (CECAFA) Cup in Tanzania. Media24 increased its investment in training, extending its bursary scheme for journalism students, introducing a graduates-in-media internship programme and launching an extensive digital media training programme for journalists. For the year Media24 spent R44m on training (58% focused on training black employees) and 231 registered learnerships led to or will lead to formal qualifications. This included R10m to train current and future journalists at its Journalism graduate.dstv.com 2012 NASPERS INTEGRATED ANNUAL REPORT  73  52 positions ranging from customer care to technical areas at MWEB. SuperSport’s partnership with Wits Business School (WBS) has contributed to expanding the administrative skills base in sports bodies in Africa. Already entrenched as a world-class initiative, SuperSport expanded the programme to Nigeria in 2010, working with WBS and the Nigerian National Sports Commission to focus on major event management, leadership, corporate governance and strategy. Since its inception in 2006, some 160 sports administrators have graduated. Over the past year SuperSport has boosted its training in Nigeria and Kenya, particularly transferring television production skills to increase the talent pool of qualified crew. The Gaining Insight From Training (Gift) programme helps students develop skills in television production. At present 69 students are enrolled. In addition, 62 trainee crew members from Kenya and Nigeria joined their South African counterparts for FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued Academy, producing 43 graduates in the enhance management skills in the industry, Paarl past year. Media’s leadership development programme Beneficiaries of the academy initiatives, some (through business schools of Stellenbosch, Wits of whom are still enrolled, included: and other institutions) concentrates on developing  13 journalism honours students who were people at all management levels (supervisory to awarded bursaries in 2011 (four black, two executive). The leadership pipeline programme coloured and seven white) ensures potential leaders are identified for  23 journalism honours students who were further advancement and future management awarded bursaries in 2012 (nine black, five positions. The academy, an Institute of Sectoral and coloured, one Indian and eight white) Occupational Excellence (ISOE), is an accredited  30 academy interns (eight black, four training provider with the Fibre Processing and coloured, two Indian, 16 white) Manufacturing (FP&M) Seta. It has been awarded  17 graduates in media (10 black, three international accreditation by City & Guilds, Britian’s coloured, four white) who underwent an leading vocational awarding body. intensive six-week media training programme. In our international businesses, mainly internet The top 12 were selected for one-year operations, we aim to attract young engineers. internships thereafter. Training and development is thus key to our Media24 also awarded 222 bursaries to strategy of operating leading internet platforms employees for part-time studies in 2012. in mainly emerging markets. Young engineers Paarl Media has taken the lead in developing and technologists are incentivised to further a world-class training facility, the Paarl Media their careers in the group through the junior Academy of Print. The trade training curriculum staff exchange programme. This programme has been replaced by new apprenticeship gives talented technologists the opportunity to programmes, following extensive research spend three months at other Naspers companies. and development. In addition to the technical Naspers also sponsors students at postgraduate programmes, the academy offers Paarl Media level in new media studies at Stellenbosch employees skills and leadership courses. To University. 74  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPCorporate citizenship Communities The group is active in its communities, focusing In line with the nature of its business, MultiChoice continues to play a key role in its on literacy and educational programmes in Africa, communities. MultiChoice has developed a social social support in Eastern Europe, and community investment strategy aligned to its aims. This will involvement in Latin America. contribute to broader South African transformation. For a more detailed review of our group’s various The strategy focuses on generating skills critical for initiatives please refer to www.naspers.org. This MultiChoice’s industry and consolidates its social report contains an overview of the main projects programmes into a single vehicle, DStv Be More. that our group companies are involved in. Key initiatives are summarised below. Project Beneficiaries Apex Awards DStv Media Sales and M-Net recognise and reward effective advertising communications, with the proceeds used for bursaries that give previously disadvantaged students access to the advertising industry. Industry skills development Let’s Play  New Directions is targeted at directors and scriptwriters and designed to stimulate the growth of African filmmakers – longest running filmmaking initiative in Africa with 50 films produced to date.  TAG awards – Television Awards for Good is targeted at filmmakers, advertisers and film students to produce pro bono public service announcements for important charities and social causes – four young professionals attended the Cannes Young Lions workshop in Cannes and five bursaries were awarded to previously disadvantaged students at film and advertising schools. Let’s Play offers sustainable youth activity in regional schools and districts in South Africa and, more recently, in Nigeria. The programme aims to uplift young people by getting them involved through sport. Some notable achievements include:  Let’s Play has raised almost R8m and distributed 235 000 soccer balls throughout the country. 2012 NASPERS INTEGRATED ANNUAL REPORT  75 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued Project Beneficiaries Let’s Play (continued) (continued)  Winner of the 2010 Virgin Active Sport Industry Awards’ social responsibility in sport award.  Let’s Play launched successfully in Lagos, Nigeria, in August 2011. Internet cafés Donated R350 000 to Silulo Ulothu Technologies to assist in and computer opening more internet cafés and computer training centres in training centres in townships DStv film industry support initiative ENRICHING LIVES townships. A new centre offers connectivity services to the under- serviced area of Khayelitsha. Donated R181 000 to Mitchells Plein Education Forum providing internet connectivity and internet cafés. The DStv films skills development programme annually delivers intensive, accelerated, hands-on training for filmmakers from previously disadvantaged communities. To date 90 filmmakers have benefited from this initiative. DStv introduced a nationwide short-film competition for all new and seasoned filmmakers. This initiative uncovers and showcases SA’s filmmaking talent and it enables filmmakers to access additional funds in the form of cash prizes. Customer Through the DStv Care More customer initiative subscribers were community given the chance to nominate community projects of their choice support to receive support from MultiChoice. South African Guide Dogs Association as well as Girls and Boys Town are examples of some of the projects that benefited from this initiative. Environmental Financial resources were provided for borehole pump installations sustainability and food garden rollouts at various under-resourced schools in four community provinces giving over 8 000 children much-needed access to water projects and proper nutrition. 76  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPOutside South Africa the pay-television businesses focus mainly on education. The MultiChoice Resource Centre project is now operating in 1 132 schools in 27 African countries. The programme plays an important role in providing access to information to mainly rural schools, bridging the digital divide by giving participating schools resources such as television sets, satellite decoders and the DStv Educational bouquet. Other projects include: Project Beneficiaries DStv Eutelsat Star Awards afRICa Sickle Cell Foundation, Nigeria Bontleng Primary School, Botswana Launched in July 2011 this is a pan-African awards initiative aimed at school-going learners. The awards were conceptualised as a CSI project to showcase innovative ideas in applying satellite technology; create awareness of this technology and its application for school- going youth; and stimulate interest in science and technology among African school learners. The awards attracted over 800 entries across the continent and the adjudication of the finalists was chaired by Prof George Smoot, astrophysicist and Nobel laureate. Partnership with Sickle Cell Foundation Nigeria assisting carriers of sickle cell anaemia and affected people. Every year, MultiChoice Botswana participates in the school’s programmes, such as hosting sports tournaments and back-to- school functions to motivate learners. MultiChoice Botswana donated a television set, DVD recorder and satellite decoder to the special needs class to assist with learners’ visual stimulation. The Cheshire Foundation, Botswana The foundation supports thousands of disabled people in over 50 countries. It helps people with physical impairments, learning difficulties and long-term health conditions, and provides support to their carers, friends and families. The aim of the Cheshire Foundation is to provide the support and resources that people with disabilities need to be mainstreamed into society. SOS Children’s Villages, Botswana By caring for orphaned, destitute and abandoned children, SOS aims to develop children into responsible and independent adults able to cope with challenges once they have left the villages. MultiChoice Botswana has installed DStv kits in the three villages in Botswana. 2012 NASPERS INTEGRATED ANNUAL REPORT  77 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued Project Beneficiaries afRICa (continued) Spelling Bee, Ghana MultiChoice Ghana supported 15 schools and 54 students participating in the DStv community Spelling Bee, run by Young Educators Foundation, a local NGO dedicated to children’s education in Ghana. Kenyans for Kenya Hoywick programme, Kenya The initiative, spearheaded by Safaricom Foundation, Kenya Commercial Bank, Media Owners Association and Kenya Red Cross Society, to raise KES500m (R42m) in four weeks towards relief for three million Kenyans facing starvation in the northern part of the country. MultiChoice Kenya, together with the South African High Commission and other corporates, pledged their support to Hoywick’s educational children’s centre which caters for orphans and destitute children from sprawling Kibera slums. MultiChoice Kenya contributed food and clothes to the centre in Kibera as part of the Nelson Mandela Day celebrations. Lwini Foundation, Angola MultiChoice Angola sponsored the foundation’s excursion for over 100 children in the province of KuanzaSul. This benefits remote communities directly and disabled children aged 14 to19 received wheelchairs.  CAsE study Legal seminars for entertainment industry in Ghana MultiChoice Ghana recently sponsored the Wetin Self Lawyers Dey Do, a seminar for the entertainment industry attended by over 100 delegates in May 2011 and the first to be held by the organisers outside Nigeria. The theme for Accra was The Creative Enterprise: Understanding the Rules of the Game. Its aim is to go beyond defining copyright and intellectual property and to show how these concepts and legal structures can be used to take a person from ‘talent to enterprise’. The workshops address issues such as the lack of proper legal structures and trained human resources to service the industry. The workshop is a vehicle for promoting legal awareness and literacy in the entertainment industry. 78  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPIn Europe and Latin America our internet businesses focus on several projects summarised below: Project Beneficiaries Great The Great Orchestra of Christmas Charity is a music orchestra with public Orchestra of auctions for charity. Allegro has been providing the platform and Christmas permanent staff involvement for 12 years. A total of PLN20m (around Charity, Poland R49m) has been collected for charity over the last ten years, with around PLN4,4m (R10,7m) last year alone. During January 2012, 32 million users visited the website and 172 000 auctions were held over December 2011 and January 2012. APA, Poland APA is an Allegro employee action which makes contributions to children in need. Eight children to date have been helped via the group’s efforts. Once a needy child is selected, staff members collect around 800 items, list them on an auction site, collect money, package all items and sponsor the shipping to the buyers. e-Business Training in e-commerce is provided to disabled participants by giving without borders, Poland them tools and preparing them to operate on an equal footing with non-disabled internet users. Around 300 people were trained in 2011. Schoolchildren Schoolchildren in Poland are educated through training provided by training, Poland Allegro. Around 2 500 children in 11 schools have been trained so far, educating them about internet security, safe online transactions and the dangers of the internet. Senior citizen 14 training courses were attended by over 700 senior citizens, who training, Poland practised using Allegro services via a special demo platform and who discovered the insights of making online transfers using software developed especially for the purposes of the project. Vatera, Hungary Vatera hosted various charity auctions supporting the SOS Children Villages in Hungary, Hungarian Anticancer League, Children Cancer Foundation, Hungarian Association of International Federation of Educative Communities (FICE), Children’s Hospital BókayJános, Sportalkímia Foundation and Children’s Hospital Heim Pál. 2012 NASPERS INTEGRATED ANNUAL REPORT  79 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued Project Beneficiaries (continued) Markafoni, Turkey Markafoni provided aid for earthquake survivors in the city of Van (a city of Turkey) working with Kızılay (Red Crescent), the largest aid NGO and also donated to the Aid to Society for the Protection of Children. Encouraging e-commerce BuscaPé launched an innovative competition – Your idea is worth a million reais – where members of the public submitting the best e-commerce ideas won a share of BRL1m (Brazilian reais) (R4,4m) and BuscaPé invested in these entrepreneurs’ companies. Media24 wants all South Africans to be able to read. Accordingly, the company has invested in numerous projects that educate, uplift and develop, especially projects related to the media industry such as literacy. In the past year Media24 invested some R5m in community projects throughout South Africa focused on welfare, health and education. In addition, its newspapers and magazines provided free editorial and advertising space to create awareness and harness support for a number of socio-economic issues in the country. Key projects are: Project Beneficiaries Internships Teen title seventeen hosted its annual internship programme in June. The seventeen Intern Academy is an initiative where teen girls participate in producing the magazine. During the three-week programme, 16 girls worked alongside the magazine’s team, writing articles, styling fashion and beauty shoots and creating layouts for the October issue. ABC Animals Baba & Kleuter recently launched an educational app that teaches toddlers the alphabet using fun interactions with South African animals. The iPad app, which comes in Afrikaans, aims to teach kids how to form letters and improve their memory skills while building simple puzzles. 80  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPProject Beneficiaries South African School Choir Eisteddfod (SASCE) Community Provision and Social Services (Compass) Via Afrika Publishers sponsored the South African School Choir Eisteddfod and contributed R300 000 towards the provincial and national eisteddfods. On the Dot supported this care centre by sponsoring four children per month. The home cares for approximately 87 babies and children, who are from abused, terminally ill, and previously disadvantaged backgrounds. In 2011 On the Dot hosted a Christmas party for Compass and handed each of the children a personalised gift. Beeld Children’s Fund R3,7m collected and distributed to projects for children in need, including care centres for disabled, abused and neglected children, study bursaries for disadvantaged students, shelters for homeless children and drug rehabilitation centres for teenagers. Rapport Teachers’ Fund The fund helps disadvantaged students with study bursaries to become teachers. 1 000 bursaries have been awarded to date (137 in 2011). School case School necessities are distributed to disadvantaged grade 1 learners project around the country. In 2011, 4 000 school cases were supplied. Inkwenkwezi Elukhanyisweni Senior Secondary School in Msobomvu in the Eastern Trust Cape received a new healthcare centre. The building is fireproof with three hospital beds and emergency equipment sponsored by Medi-Clinic. Rachel’s Angels Media24’s mentorship programme, Rachel’s Angels, is now in its Trust sixth year, with over 20 participating schools and 140 mentors from Stellenbosch University providing mentorship and career advice to a similar number of senior learners from these schools. The benefit of this programme is reflected in steadily rising matric pass rates with university exemption. The Big Issue Providing print sponsorship of the The Big Issue magazine, thereby sustaining an empowerment project for street people and creating jobs at the same time. 2012 NASPERS INTEGRATED ANNUAL REPORT  81 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued The Tencent Charity Foundation donated almost RMB100m (R116m) in 2011 to construct school buildings, dormitories and other Health and safety infrastructure to improve local educational  We aim to have an injury-free workplace. quality and school conditions in poor regions.  We perform health and safety risk Tencent employees also founded the Tencent assessments at our facilities, supported by Volunteers’ Association, which now has more training. than 1 800 members. Among these are middle-  We monitor management’s actions and high-ranking management members, led through operational, internal and external by the chief executive and senior managers from auditing and reporting processes. various departments. They use their spare time  A healthy workforce contributes to to implement projects funded by the Tencent business success. Several of our businesses Charity Foundation. These include educational provide medical aid and wellness development and university talent development programmes for their staff. projects. Other activities include providing assistance to the elderly, safe internet surfing training for young people and donating clothing to disaster regions. Beautician Biokineticist Chiroprac tor Podiatrist 82  2012 NASPERS INTEGRATED ANNUAL REPORT The workplace Implementing a healthy, safe workplace at the group’s administrative and production facilities is a priority to achieve the lowest possible harm rate on duty. Where required, health and safety committees – comprising responsible, trained individuals – ensure regulatory compliance. Appropriate medical emergency and disaster- recovery plans have been devised for operating businesses. Annual occupational health and safety risk-control audits or reviews are conducted by operational entities across the group and improvements implemented as required. Significant matters are reported to and monitored by the Naspers risk committee. Media24’s distribution and printing operations make extensive use of contractors and organisers. Most of these are from previously disadvantaged backgrounds and receive training FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPfrom Media24 on executing their jobs safely Regular medical, eye and hearing tests are and effectively. The nature of the print business, performed on drivers and staff exposed to noise. which owns and manages distribution networks Professional and independent psychosocial and printing facilities, makes it the area in the support is provided for staff in businesses. Naspers group with the greatest inherent risk for Media24 offers Wellness Days, in partnership injuries on duty. Monitoring The Media24 board’s safety, health and with Discovery Health, at many of its sites across South Africa. Health services offered include hypertension and diabetes testing, cholesterol testing, HIV/Aids counselling and testing, flu environment committee monitors related issues vaccinations and a number of risk-control in that group. Media24 and MultiChoice conduct programmes. Media24 also has wellness centres annual health, safety and environmental at certain printing facilities. compliance audits as well as building scans. Injuries on duty are stringently monitored. Wellness Several wellness programmes are operated by group subsidiaries in a preventative approach to employee health. MultiChoice offers a range of wellness and balanced lifestyle services to all employees on site. This includes having a qualified nurse on site during April every year to administer flu vaccines, and quarterly visits from an optometrist who conducts voluntary eye tests. At head office, a HIV/Aids We are acutely aware of the HIV/Aids pandemic wellness centre is accessible to all employees, in Africa, and the social and economic providing a cost-effective, convenient and implications of this disease. Comprehensive confidential service and there is a Montessori programmes in Media24, MultiChoice South nursery school for employees’ children. Africa and MultiChoice sub-Saharan Africa The Media24 group adopts a preventative outside South Africa, comprise: approach to employee health, offering for  information and awareness campaigns example, programmes to assist employees to stop smoking and free HIV/Aids tests. A  voluntary free testing  free counselling, and wellness incentive is also paid to employees who  comprehensive medical treatment successfully complete a basic fitness assessment. programmes. 2012 NASPERS INTEGRATED ANNUAL REPORT  83 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued Environment Through improvement and sustainable technological innovation, Naspers strives to create solutions that minimise its impact on the environment. How we do this  We perform risk assessments identifying Naspers’s South African operations measured their gross carbon footprint from scope 1 and operations where our direct impact on the 2 emissions for the third consecutive year in environment is most significant. accordance with the Greenhouse Gas Protocol  We try using advanced technologies to (GHG Protocol). We expanded our scope this year reduce the impact on the environment. to include Allegro (internet) and MultiChoice  Our printing operations apply leading Nigeria (pay television). emission-reduction technology to minimise and responsibly dispose of waste.  We monitor environmental compliance standards at our facilities and participate in third-party reviews.  We measure and report on our carbon footprint.  We respond to situations where operations have had an adverse effect on the environment.  We use environmentally sustainable resources to meet our operational needs, and conserve non-renewable natural resources. Naspers group 2012 CO2 emissions  Pay television  Internet  Print 3% 23% 74%  Where possible, we use environmentally The largest contributor to direct emissions responsible energy sources, invest in remains electricity which accounts for 91% of improving energy efficiency and design our total emissions. Continuous supply of good energy-efficient facilities. quality electricity is vital to the continuity of our  We aim to influence our suppliers to adopt operations. The group installed generators at a similar approach in supplying materials some facilities to ensure continuous supply of and services. electricity, hence mitigating the risk of disruptions. 84  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPThe gross carbon footprint (scope 1 and 2) Waste management initiatives include: is 165 710 (2011: 141 081) tonnes of CO2e. The group measured direct emissions at locations  reducing paper consumption through double-sided printing, and across South Africa, Poland, Turkey, Hungary,  recycling office waste in a more appropriate Germany and Nigeria. Print operations continue manner. to be the largest contributor (74%) to the total carbon emissions of the group. Greenhouse gases In MultiChoice South Africa, Media24, Allegro and MultiChoice Nigeria a number of initiatives have been implemented to reduce our carbon footprint and support the sustainability campaign. Energy-efficiency initiatives include: Community outreach initiatives:  movement-activated lights  energy-efficient air conditioners  consolidating data centres  installing solar-powered traffic lights around the MultiChoice campus in Randburg, and  installing e-waste bins for customers and  power factor correction and load employees to safely dispose of obsolete balancing, and electronic devices such as decoders, remote  automatic hibernation of PCs. controls and PCs.  CAsE study Allegro and environmental awareness Allegro’s All for Planet Foundation has now installed 585 bicycle racks (for 1 700 bicycles) in 80 locations in seven cities in Poland. This is raising awareness of the need to conserve natural resources such as fossil fuels. To date, Allegro has funded this project, but has developed a four-year plan to extend the project by partnering with local cities. 2012 NASPERS INTEGRATED ANNUAL REPORT  85 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued  CAsE study BuscaPé carbon-free project In a novel approach, BuscaPé offers users of its website Pagamento Digital the option of paying for carbon emissions when they check out. An optional BRL0,90 can be paid towards carbon credits which offset the emissions from delivery vehicles. While this is a nominal cost, it raises awareness of the need to reduce emissions. The project is still in launch phase. The operations of Naspers are diverse, ranging more efficiently with the power supplied to the from printing plants to transactional internet factory. platforms offering entertainment or products. In April 2012 Paarl Media Cape commissioned Each type of business has a unique effect on the an eight-ton wood-fired boiler that will run on environment, requiring different responses to a mixture of rubber, wood and plastic pellets limit these impacts. and fed through a shredder. The existing 11kV electrode boiler will be the backup system. This printing facilities Paarl Media’s paper suppliers are based in South is expected to produce a significant saving on electricity consumed, and the associated cost. Africa and Europe. They continuously investigate options to limit their environmental impact while ensuring quality paper products are used in our publications. Paarl Media was the first African printing organisation to receive the Forest Stewardship Council (FSC) chain-of-custody certification. This is an independent international verification that printed products can be traced back from their point of origin to responsible, well-managed forestry, controlled and recycled sources. During the year Paarl Media installed a power factor correction system in its KwaZulu-Natal plant. This system corrects the power supply received from suppliers to ensure it operates 86  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPThroughout Paarl Media, equipment is in place to collect and recycle dust particles from the printing process. Paarl Media offers clients a range of environmentally sustainable paper, leading the South African print industry in recognising the impact of print-production processes on natural resources and implementing practices to eliminate emissions. The Paarl Media group and newspapers. It uses its magazines focuses on reduction and recycles all paper not and newspapers as platforms to educate sold as part of the printed product to MPact. readers about lowering their impact on the Some new initiatives: environment.  “Treefree” paper labels, made from sugar cane In the Eastern Cape, Die Burger has joined fibre, a 100% renewable source, have been forces with the Waste Trade Company and designed and implemented recently as an Goodyear to form the first environmental option for wine labels. community project in the region. Via 58 schools,  The used gravure copper skins from engraved Project Green Footprint educates community cylinders are recycled. members on the importance of conservation  At Paarl Media, up to 95% of toluene and the role of individuals in creating a healthier (a thinning agent used in gravure inks) environment. The aim is to reduce waste to is recovered and sold back to the ink landfills by 200 tons over the next 18 months. manufacturers for reuse.  Alcohol-free printing– Paarl Media has implemented an alcohol-free printing process pay television During the year over 120 tons of waste was on all its heatset web offset presses, which recycled from MultiChoice offices in South Africa. offers lower ink and water settings along with Approximately 44% of this waste was recycled, the ability to print a given density using an ink resulting in an estimated carbon footprint film that is not diluted by alcohol.  “Green inks” – Paarl Media uses mineral oil and reduction of 194,9 tonnes CO2e. Nigeria is also implementing a range of waste-management volatile organic compound (VOC) free offset initiatives to recycle office waste. ink based on vegetable oil on all its sheet-fed presses. Internet Various recycling and energy-saving initiatives Media24 produces mainly books, magazines are active in Allegro, BuscaPé and our other and newspapers. It recycles all unsold magazines internet companies. Markafoni contributed 2012 NASPERS INTEGRATED ANNUAL REPORT  87 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued 52 tons of paper to recycling in Turkey and Vatera recycled one ton of plastic bottles. Allegro supported the Woodstock Music Festival in Poland, attended by 700 000 people. Here they initiated various recycling and energy-saving initiatives, including: formulating standards and strategies for this  encouraging carpooling on Facebook by industry. providing free entrance MultiChoice and M-Net received some fines  recycling water bottles in return for free from the self-regulatory body, the Broadcasting water. These water bottles will be recycled Complaints Commission of South Africa. These into fleece blankets, and relate to incorrect scheduling of content and  generation of electricity with human the incorrect parental guidance rating being power to charge mobile phones and for attributed to certain content or in the electronic use in the concert’s lighting. programme guide. Most of these problems are Fines Because MultiChoice operates in a highly attributable to human error. Steps are being taken to correct this both by M-Net and with third-party suppliers of channels. regulated environment in South Africa, In the past year there were no environmental compliance is important. The company accidents nor were any environment-related participates in the regulatory process affecting fines imposed by any government. The the communications industry through various group will continue to refine its processes for public forums and debates, giving inputs on managing its impact on the environment. 88  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPAwards Prestigious awards received by group companies during the year included: Award Print Media24 Newspapers  Ferial Haffajee, editor-in-chief of City press, was named editor of the year by the National Press Club. She was also elected to the board of the International Press Institute.  Beeld and Volksblad were again recognised for their design excellence, winning the Frewin and McCall trophies respectively this year. Media24 Magazines  Several Pica Awards were won in the past year. These include the Consumer Magazine’s Overall Magazine Design of the Year Award by FAIrLADy and Annual Supplement of the Year Special Award by SArIE KOS, SArIE WOON, SArIE Kreatief and SArIE GESOND. Media24 Books  NB Publishers won a total of 39 literary awards during the 2011/2012 financial year. These included the Commonwealth Writers’ Prize: Best First Book (Africa) 2011 for Happiness is a four-letter word by Cynthia Jele.  Via Afrika Publishers won the Sefika Award for Best Education Publisher 2011 which is awarded by the South African Booksellers Association (Saba). Pay television DStv Media Sales  Media Owner Sales Team (Most) for the best media owner in the country across all categories. MWEB  Runner-up My Broadband ISP of the Year Award for 2011.  Best Gaming and Top ADSL ISP – My Broadband March 2012. 2012 NASPERS INTEGRATED ANNUAL REPORT  89 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP performance review non-financial review continued Pay television (continued) Award M-Net  GoldGrade Status by the Department of Social Development for its corporate social investment initiatives in their Community Contributor Status Grading programme – which indicates a contribution in excess of legislative and other obligations. MultiChoice Nigeria  Best digital television company in corporate social responsibility and NIGERIa community services (2011).  Commendation from the local organising committee of 2011 DStv Basketball League final 8 playoffs.  M-Net in Nigeria won numerous awards for content at The African Audio-Visual Awards (TAVA) and the Nigeria Entertainment Awards Internet (NEA). Allegro  Vatera, one of Allegro’s transaction platforms, received a Golden Blade Award in May 2011 (the premier award for domestic creative professionals). It also received two bronze awards.  Vatera received a silver medal in the 2011 Hipnózis Awards (nominated advertisements are evaluated by editors of leading international marketing and communication publications).  Vatera was listed in Magyar Brands 2011 (a survey to determine the most prominent Hungarian brands, in 2011, 150 consumer brands and 80 business brands were awarded).  Markafoni was awarded First Gold Basket for 2011, acknowledging its status as a major e-commerce site.  Markafoni was ranked the most popular private shopping club in 2011 by Kadir Has University. BuscaPé  Winner in the category of leaders opening new markets in electronic commerce in Brazil, awarded by einstituto.org. Also voted best e-commerce company in Colombia. 90  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPCorporate governance CORPORATE GOVERNANCE Corporate governance Introduction The board of directors conducts the group’s business with integrity by applying appropriate corporate governance policies and practices. Naspers is a multinational media group with Status: New Companies Act operations in some 130 countries including The impact of the new South African Companies Africa, Latin America, Central and Eastern Europe, Act No 71 of 2008 (“the Act”) (signed into law China, India and Russia. Its primary listing is on on 8 April 2008 and effective 1 May 2011) was the JSE Limited (JSE). The company is therefore a focus over the past year. To comply with this subject to the Listings Requirements of the JSE, Act, shareholders appointed the members of the the guidelines in the King Code and Report audit committee and passed special resolutions on Corporate Governance for South Africa on directors’ fees and the provision of loans and 2009 (King III), as well as legislation applying other financial assistance at the annual general to publicly listed companies in South Africa. meeting held on 26 August 2011. Shareholders Naspers also has a secondary listing of its will be asked at the upcoming annual general American Depository Shares (ADSs) on the meeting to approve a memorandum of London Stock Exchange (LSE). incorporation. Compliance with both the JSE and applicable The new Companies Act (section 72 of LSE listings requirements is monitored by the the Act and section 43 of the Regulations) audit and risk committees of the board. stipulates that certain companies must appoint The board’s audit, risk, human resources the first members of the social and ethics and remuneration, nomination and social committee within 12 months of the effective and ethics committees fulfil key roles in date of the new Act, ie by 1 May 2012. Naspers ensuring good corporate governance. The has established a committee to carry out the group uses independent external advisors to functions of the social and ethics committee in monitor regulatory developments, locally and respect of the company and its South African internationally, to enable management to make subsidiaries. This committee, chaired by recommendations to the Naspers board on Mr Boetie van Zyl, comprises three non- matters of corporate governance. executive independent directors, two executive 92  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPdirectors, the chief executive of Media24 and Naspers has an internal control oversight the executive chair of MultiChoice. forum comprising the CFOs and risk and The new committee’s first tasks, with the internal audit managers of Naspers, MIH, assistance of internal audit, risk management, MultiChoice and Media24 and the group legal compliance and the company secretary, company secretary and group general counsel. are to: The forum was tasked to ensure the Naspers  gain an understanding of applicable laws group’s governance structures and framework and regulations and how the South African are employed in the in-scope entities in the subsidiaries comply with these group during the financial year. Compliance  perform a gap analysis to determine and progress is monitored by the audit and risk how best to use the existing combined committees and reported to the board. assurance model to fulfil its responsibilities The composition of committees of the and how to fill any gaps that may exist, and board and committees of the boards of MIH,  determine how to monitor and report MultiChoice and Media24 was reviewed and, on these matters to the board and where required, amended. stakeholders. Application of and approach to King III Details of the enterprise-wide risk management framework appear on page 26. Naspers is required, in terms of the JSE Listings Requirements to report against The board, its committees, and the boards and the application of the principles of King III. In committees of subsidiaries MIH, MultiChoice line with the overriding principle in King III of and Media24 are responsible for ensuring the apply or explain, the board, to the best of its appropriate principles and practices contained knowledge, believes the group has applied or is in King III are applied and embedded in the embedding processes in support of the relevant governance practices of the group companies. principles of King III. A disciplined reporting structure ensures the King III provides that directors should have Naspers board is fully apprised of subsidiary a working understanding of the effect of activities, risks and opportunities. All controlled applicable laws, rules, codes and standards on entities in the group are required to subscribe the company and its business. The company to the relevant principles of King III. Business does not interpret these provisions to mean the and governance structures have clear approval board should have legal expertise in all spheres frameworks. in which the company operates or be familiar 2012 NASPERS INTEGRATED ANNUAL REPORT  93 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP CORPORATE GOVERNANCE continued with all laws applicable to the company and its Business ethics statement various businesses, nor is it practical to do so, The group’s code of business ethics and business since Naspers operates in some 130 countries conduct was revised during the year, and is and in several subsectors of these economies. available on www.naspers.com. However, the Naspers board does ensure This code applies to all directors and adequate structures and systems are in place employees in the group. Ensuring that group and populated with people of sufficient companies adopt appropriate processes and competence for group compliance with the establish supporting policies and procedures is relevant laws. The board further manages an ongoing process. Management focuses on corporate governance via its audit and risk policies and procedures that address key ethical committees, which monitor the proper risks, such as conflicts of interest, accepting operation of such structures and systems inappropriate gifts and acceptable business and report to the board. conduct. King III recommends that all board The human resources and remuneration committees, with the exception of the risk committee is the overall custodian of business committee, should comprise only non-executive ethics. The disciplinary codes and procedures directors, the majority of whom should be of the various companies are used to ensure independent. Given the responsibilities of compliance with policies and practices that the social and ethics committee and that underpin the overall code of ethics and business this committee will perform the duties of all conduct. Unethical business behaviour by senior Naspers’s South African subsidiaries, the board staff members is reported to this committee, is of the opinion that it is more appropriate along with the manner in which the company’s to include executive directors and the chief disciplinary code was applied. executives of its South African subsidiaries in the Naspers is committed to conducting its composition of the committee. The committee business on the basis of complying with the is chaired by an independent non-executive law, with integrity and with proper regard director. for ethical business practices. It expects all The board believes the current non-executive directors and employees to comply with these directors’ fee structure of a single annual principles and, in particular, to avoid conflicts fee is more appropriate for the board and of interest and to desist from insider trading, its committees and better reflects member illegal anti-competitive activities and bribery and contribution. corruption. 94  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPWhistle-blowing facilities at most major charter sets out the division of responsibilities. subsidiaries enable employees to anonymously The majority of board members are non-executive report unethical business conduct. directors and independent of management. Compliance framework To ensure that no one individual has unfettered powers of decisionmaking and authority, the Naspers has a legal compliance programme roles of chair and chief executive are separate. which involves preparing and maintaining Mr Boetie van Zyl acts as lead director in inventories of material laws and regulations for all matters not dealt with by the non-executive each business unit, implementing policies and chair. procedures based on these laws and regulations, At 31 March 2012 the board comprised establishing processes to supervise compliance 10 independent non-executive directors, two and mitigate risks, monitoring compliance, non-executive directors and two executive implementing effective training and awareness directors, as defined under the Listings programmes and reporting to the various boards Requirements of the JSE. Five directors (36%) and management on the effectiveness of these are from previously disadvantaged groups and efforts. three directors (21%) are female. These figures are The compliance programme is managed above the average for JSE-listed companies. by the general counsel, André Coetzee, acting as the chief compliance officer, while The chair implementation at each business unit is The chair is a non-executive director. He guides undertaken by a local compliance officer the board and ensures it is efficient, focused and and local compliance committee. Each local operates as a unit. The responsibilities of the compliance committee reports to the chief chair include: compliance officer who, in turn, reports to the  Provide overall leadership to the board relevant risk committees. THE BOARD Composition without limiting the principle of collective responsibility for board decisions, while being aware of individual duties of board members. Details of directors at 31 March 2012 are set out  In conjunction with the chief executive, on pages 106 to 109. represent the board in communicating Naspers has a unitary board, which fulfils with shareholders, other stakeholders and, oversight and controlling functions. The board indirectly, the general public. 2012 NASPERS INTEGRATED ANNUAL REPORT  95 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP CORPORATE GOVERNANCE continued  Assisted by the board, its committees The chief executive and the boards and committees of The chief executive reports to the board and subsidiary companies, ensure the integrity is responsible for the day-to-day business of and effectiveness of the governance the group and implementation of policies and process. strategies approved by the board. Chief executives  Maintain regular dialogue with the group’s of the various businesses assist him in this task. chief executive on operational matters Board authority conferred on management is and consult with other board members on delegated through the chief executive, against any matter of concern.  In consultation with the company’s approved authority levels. The functions and responsibilities of the chief executive include: chief executive and secretary, ensure  Developing the company’s strategy for appropriate content and order of the agendas of board meetings and that members of the board receive documentation promptly. consideration and approval by the board.  Developing and recommending to the board the annual business plan and budget that support the company’s long-term strategy.  Ensure board members are properly  Monitoring and reporting to the board on the informed on issues arising from board performance of the company. meetings and that relevant information is  Establishing an appropriate organisational submitted. structure for the company to execute its  Act as facilitator at board meetings to strategic planning. ensure a sound flow of opinions. The  Recommending/appointing the executive chair ensures adequate time is scheduled team and ensuring proper succession for discussions, and that these lead to planning and performance appraisals. conclusions.  Ensuring the company complies with relevant  Monitor how the board works together laws, corporate governance principles, and how individual directors interact at business ethics and appropriate best practice. meetings. The chair meets with directors annually to evaluate their performance. Orientation and development  Preapprove all dealings in Naspers shares An induction programme is held for new members by directors of the company and its major of the board and key committees, tailored to subsidiaries (as defined in the JSE Listings the needs of individual appointees. This involves Requirements). industry and company-specific orientation, such 96  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPas meetings with senior management to facilitate  Determine the group’s values and an understanding of operations. Board members incorporate these into the code of are also exposed to the main markets in which business ethics and conduct; ensure the group operates. The company secretary assists compliance with these codes is integrated the chair with the induction and orientation of in the operations of the group. directors, and arranges specific training if required.  Provide strategic direction to the company The company will continue director and take responsibility for the adoption of development to build on expertise and develop an strategic plans. understanding of the businesses and main markets  Monitor the company’s social, in which the group operates. environmental and financial performance.  Monitor compliance with key laws, codes Conflicts of interest Potential conflicts are appropriately managed to and standards.  Identify material stakeholders and monitor ensure candidate and existing directors have no management’s process of engaging. conflicting interests between their obligations  Approve the annual business plan and to the company and their personal interests. Any budget compiled by management and interest in contracts with the company must be take cognisance of sustainability aspects. formally disclosed and documented. Directors must  Retain effective control of the also adhere to a policy on trading securities of the company. Independent advice Individual directors may, after consulting with the chair or chief executive, seek independent professional advice, at the expense of the company, on any matter connected with discharging their responsibilities as directors. Role and function of the board The board has adopted a charter setting out its responsibilities as follows: company and monitor management’s implementation of the approved annual budget and business plan.  Oversee preparation of and approve the annual financial statements (for adoption by shareholders), interim, provisional and integrated annual reports (as reviewed by the audit committee) and ensure their integrity and fair presentation.  Consider and, if appropriate, declare the payment of dividends to shareholders.  Evaluate the viability of the company  Determine the company’s purpose and key and the group as a going concern, and objectives. properly record this evaluation. 2012 NASPERS INTEGRATED ANNUAL REPORT  97 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP CORPORATE GOVERNANCE continued  Determine the selection and orientation of  Annually review the charters of the group’s directors. significant subsidiary companies’ boards,  Appoint the chief executive and financial and their self-assessment of compliance director, and ensure succession is planned. with these to establish if the Naspers board  Establish appropriate committees with can rely on the work of the subsidiary clear terms of reference and responsibilities. companies’ boards.  Appoint the chair of the board and its  Review annually the charters of committees committees. of the board.  Annually evaluate performance and effectiveness of directors, the board as a Board meetings and attendance whole and its committees. The board meets at least four times a year, or as  Ensure the company governs risk required. The executive committee attends to adequately through risk management matters that cannot wait for the next scheduled systems and processes, which allow the meeting. The board held five meetings in the board to set tolerance levels. past financial year. Independent non-executive  Ensure there is effective risk-based internal directors meet at least once annually without the audit, which allows it to report on the chief executive, financial director and chair present, effectiveness of the company’s system of to discuss the performance of these individuals. internal controls in its integrated annual The company secretary acts as secretary to report. the board and its committees and attends all  Define levels of delegation for specific meetings. Details of attendance at meetings are matters, with appropriate authority provided on page 110. delegated to committees and management. Evaluation  Determine the company’s communication The nomination committee carries out the policy. annual evaluation process. The performance of  Communicate with shareholders and the board and its committees, as well as the chair relevant stakeholders appropriately. of the board, against their respective mandates  Ensure processes are in place to resolve in terms of the board charter and the charters disputes. of its committees, is appraised. The committees  Alternative dispute resolution will be perform self-evaluations against their charters for considered where appropriate. consideration by the board. 98  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPIn addition, the performance of each director delegates certain functions to committees and is evaluated by the other board members, management to assist in discharging its duties. using an evaluation questionnaire. The chair Appropriate structures for those delegations of the nomination committee discusses the are in place, accompanied by monitoring and results with each director and agrees on any reporting systems. training needs or areas requiring attention by Each committee acts within agreed, written that director. Where a director’s performance is terms of reference. The chair of each committee not considered satisfactory, the board will not reports at each scheduled board meeting. recommend his/her re-election. The chair of each committee is a non- A consolidated summary of the evaluation executive director and is required to attend is reported to and discussed by the board, annual general meetings to answer questions. including any actions required. The lead Two Naspers directors serve on the Media24 independent director leads the discussion on safety, health and environmental committee. the performance of the chair, with reference to The established board committees in the results of the evaluation questionnaire, and operation during the financial year are detailed provides feedback to the chair. below. The annual evaluation process showed that the board and its committees had functioned Executive committee well and discharged their duties as per the This committee comprises a majority of mandates in their charters. Furthermore, the non-executive directors, one being the chair independence of each director was evaluated. of the board, who also serves as the chair of The board determined that although some the executive committee, plus two executive directors had served as members for nine years directors. The executive committee acts for the or longer, they all demonstrated that they were board in managing urgent issues when the independent in character and judgement and board is not in session, subject to statutory limits there were no relationships or circumstances and the board’s limitations on delegation. The that were likely to affect or could appear to committee held no meetings during the past affect their independence. financial year. Board committees Audit committee While the whole board remains accountable for This committee, chaired by Mr Boetie van Zyl, the performance and affairs of the company, it comprises only independent non-executive 2012 NASPERS INTEGRATED ANNUAL REPORT  99 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP CORPORATE GOVERNANCE continued directors. All members are financially literate and including assessing the external auditor’s have business and financial acumen. independence. The committee held four meetings during  Evaluate the lead partner of the external the past financial year. Details of attendance are auditor, who will be subject to rotation as provided on page 111. The chief executive and required by regulations. financial director attend committee meetings by  Present the committee’s conclusions on the invitation. external auditor to the board, preceding Both internal and external auditors have the annual request to shareholders to unrestricted access to the committee through approve the appointment of the external the chair. The internal and external auditors also auditor. report their findings to the committee with  Approve the external auditor’s terms of members of executive management not in engagement and remuneration. Evaluate attendance. and provide commentary on the external The chair of the board is not a member of the auditor’s audit plans, scope of findings, audit committee, but may attend meetings by identified issues and reports. invitation.  Develop a policy for the board to approve This committee’s main responsibilities, in non-audit services performed by the addition to its responsibilities in terms of the external auditor. Approve non-audit Companies Act, are as follows: services provided by the external auditor in  Review and approve the company’s accordance with this policy. integrated annual report, annual financial  Receive notice of reportable irregularities statements, interim and provisional reports, (as defined in the Auditing Profession Act) and any other press releases with material that have been reported by the external financial or internal control impacts. Final auditor to the Independent Regulatory approval rests with the board. Board for Auditors.  Review the viability of the company and  Evaluate the effectiveness of internal audit, the group on a going-concern basis, including its purpose, activities, scope, making relevant recommendations. adequacy and costs, and approve the  Receive all audit reports directly from the annual internal audit plan and any material external auditor. changes.  Annually review and report on the quality  Satisfy itself it has appropriately addressed: and effectiveness of the audit process, • financial reporting risks 100  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP • internal financial controls  Review procedures in light of the King • fraud risk as it relates to financial Code on Corporate Governance. reporting, and  Monitor compliance with board-approved • IT risks as these relate to financial group levels of authority. reporting.  Evaluate:  Evaluate the nature and extent of the • legal matters that may affect the formal documented review of internal financial statements financial controls to be performed • matters of significance reported by the annually by internal audit on behalf of the internal and external auditors, and any board. Weaknesses in internal financial other parties, including implied potential controls that are considered material risks to the group and recommendations (individually or in combination with other on appropriate improvements weaknesses) and that resulted in actual • major unresolved accounting or auditing material financial loss, fraud or material issues, and errors, to be reported to the board and in • progress on completion of matters the integrated annual report. reported by the internal and external  Approve for recommendation to the auditors. board the internal audit charter, which  Establish procedures for the receipt, must be reviewed annually. retention and treatment of complaints  Confirm the appointment or dismissal received on accounting, internal control, of the head of the group’s internal audit auditing matters, risk management and function and periodically review his/ management of other fraudulent activities, her performance. Ensure the internal including procedures for confidential, audit function is subject to a periodic anonymous reporting by employees. independent quality review.  Annually evaluate the performance and  Review internal audit and the risk appropriateness of the expertise and committee’s reports to the audit experience of the financial director and the committee. finance function, and disclose the results in  Review compliance with the requirements the integrated annual report. of the JSE Limited, the United Kingdom  Ensure a combined assurance model is Listing Authority (UKLA) and the London applied to provide a coordinated approach Stock Exchange (LSE). to all assurance activities, monitoring the 2012 NASPERS INTEGRATED ANNUAL REPORT  101 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP CORPORATE GOVERNANCE continued relationship between external providers and Risk committee the company. Coordination between internal The committee comprises a minimum of three and external auditors must be evaluated. independent non-executive directors, as well as  Report to shareholders at the annual general the chief executive and financial director. The meeting on fulfilling its duties in terms of the chair of the board may not serve as chair of this Companies Act during the financial year. committee.  Execute assignments commissioned by the The committee held four meetings during board. the past financial year. Details of attendance are  Annually assess its charter and recommend provided on page 111. any required amendments for approval by Members of the committee are individuals the board. with risk management skills and experience.  Annually review the charters of significant The committee’s responsibilities include: subsidiaries’ audit committees, and review  Review and approve for recommendation to their annual assessment of compliance with the board a risk management policy and plan these charters to establish if the Naspers developed by management. The risk policy committee can rely on the work of the and plan are reviewed annually. subsidiary companies’ committees.  Monitor implementation of the risk policy  Perform an annual self-assessment of its and plan, ensuring an appropriate enterprise- effectiveness, reporting these findings to the wide risk management system is in place board. with adequate and effective processes that include strategy, ethics, operations, reporting, Human resources and remuneration compliance, IT and sustainability. committee  Make recommendations to the board on The main objective of this committee is to fulfil risk indicators, levels of risk tolerance and the board’s responsibility for the strategic human appetite. resources issues of the group, particularly the  Monitor that risks are reviewed by appointment, remuneration and succession of the management, and that management’s most senior executives. The committee comprises responses to identified risks are within board- a minimum of three non-executive directors. Its approved levels of risk tolerance. responsibilities are outlined in the remuneration  Ensure risk management assessments are report on page 112. performed regularly by management. 102  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Issue a formal opinion to the board on the All internal control systems have effectiveness of the system and process of risk shortcomings, including the possibility of management.  Review reporting on risk management that is to be included in the integrated annual report.  Review annually the charters of the group’s significant subsidiary companies’ risk committees, and their annual assessment of compliance with these charters to establish if the Naspers committee can rely on the work of these risk committees.  Perform an annual self-assessment of the human error or flouting of control measures. Even the best system may provide only partial assurance. The group’s internal controls and systems are designed to provide reasonable, and not absolute, assurance on the integrity and reliability of the financial statements; to safeguard, verify and maintain accountability of its assets; and to detect fraud, potential liability, loss and material misstatement, while complying with regulations. The board reviewed the effectiveness of controls for the year ending 31 March 2012, effectiveness of the committee, reporting principally through a process of management these findings to the board. self-assessment, including formal confirmation Internal control systems per representation letters by executive management. Consideration was given to The company has a system of internal controls, input, including reports from internal audit based on the group’s policies and guidelines, in and the external auditor, compliance and the all material subsidiaries and joint ventures under risk management process. Where necessary, its control. For those entities in which Naspers programmes for corrective actions have been does not have a controlling interest, the directors initiated. representing Naspers on these boards seek Nothing has come to the attention of the assurance that significant risks are managed and board, external or internal auditors to indicate systems of internal control are effective. Internal any material breakdown in the functioning of auditors monitor the functioning of internal internal controls and systems during the year control systems and make recommendations to under review. management and the audit and risk committees. The external auditor considers elements of the Internal audit internal control systems as part of its audit and An internal audit function is in place throughout communicates deficiencies when identified. the group. This is an independent appraisal 2012 NASPERS INTEGRATED ANNUAL REPORT  103 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP CORPORATE GOVERNANCE continued mechanism that examines and evaluates the business unit is responsible for ensuring effective group’s procedures and systems, including processes on IT governance are in place. internal controls, disclosure procedures and Internal audit will provide assurance to information systems, ensuring these are management and the audit committee on the functioning effectively. The head of internal effectiveness of IT governance. audit reports to the chair of the Naspers audit committee, with administrative reporting to Company secretary the financial director. A large part of the internal The company secretary and group legal audit fieldwork is outsourced. counsel are responsible for guiding the board in Non-audit services discharging its regulatory responsibilities. Directors have unlimited access to the The group’s policy on non-audit services provides advice and services of the company secretary. guidelines on dealing with audit, audit-related, The company secretary plays a role in the tax and other non-audit services that may be company’s corporate governance and ensures provided by Naspers’s independent auditor to that, in accordance with the pertinent laws, group entities. It also sets out services that may the proceedings and affairs of the board, not be performed by the independent auditor. the company itself and, where appropriate, The audit committee preapproves audit and shareholders are properly administered. She non-audit services to ensure these do not impair is also the company’s compliance officer as the auditor’s independence and comply with defined in the Companies Act and delegated legislation. Under our guiding principles, the information officer. The company secretary auditor’s independence will be deemed impaired monitors directors’ dealings in securities and if the auditor provides a service where he/she: ensures adherence to closed periods.  functions in the role of management of the The company secretary attends all board and company, or  audits his/her own work, or committee meetings.  serves in an advocacy role for the company. Investor relations IT governance Naspers’s investor relations policy can be found on www.naspers.com. It describes the Information technology (IT) governance is principles and practices applied in interacting integrated in the operations of the Naspers with shareholders and investors. Naspers is businesses. Management of each subsidiary or committed to providing timely and transparent 104  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPinformation on corporate strategies and financial actual results may differ materially from the data to the investing public. In addition, we projected scenario. Naspers also complies with consider the growing demand for transparency legislation and stock exchange rules on forward- and accountability on our non-financial (or looking statements. sustainability) performance. In line with King III, Naspers recognises that this performance is Closed periods based on its risk profile and strategy, which Naspers would typically be in a closed period includes non-financial risks and opportunities. on the day after the end of a reporting period The company manages communications with (30 September or 31 March) until the release of its key financial audiences, including institutional results. General investor interaction during this shareholders and financial (debt and equity) time is limited to discussions on strategy and/or analysts, through a dedicated investor relations historical, publicly available information. unit. Presentations and conference calls take place after publishing interim and final results. Analyst reports A broad range of public communication To enhance the quantity and quality of research, channels (including stock exchange news Naspers maintains working relationships with services, corporate website, press agencies, stockbrokers, investment banks and credit- newswires and news distribution service rating agencies – irrespective of their views or providers) are used to disseminate news releases. recommendations on the group. Naspers may These channels are supplemented by direct review an analyst’s report or earnings model communication via email, conference calls, for factual accuracy of information in the public group presentations and one-on-one meetings. domain, but in line with regulations and group Our policy is not to provide forward-looking policy we do not provide guidance or forecasts. information. However, to enable the investment The board encourages shareholders to attend community to better assess the group and its the annual general meeting, notice of which performance, prospects, strategy and plans for is contained in this integrated annual report, operations may be discussed. While disclosing where shareholders have the opportunity to put such information constitutes forward-looking questions to the board, management and the statements, Naspers cautions investors and chairs of the various committees. shareholders that these statements, although The company’s website www.naspers.com made on a fair and creditable basis, involve many provides the latest and historical financial and assumptions and sources of risk and, therefore, other information, including financial reports. 2012 NASPERS INTEGRATED ANNUAL REPORT  105 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP CORPORATE GOVERNANCE directorate Ton Vosloo (74) became managing director of Naspers in 1984, serving as executive chairman from 1992 to 1997. Mr Vosloo worked as a journalist from 1956 to 1983 and as editor of Beeld from 1977 to 1983. He is a director of Media24 and MultiChoice South Africa Holdings, chairman of MIH Holdings and non-executive chairman of the board of Naspers, a position he has held since 1997. He is a former chairman of Sanlam, M-Net, WWF South Africa and the Cape Philharmonic Orchestra. He was awarded the Nieman Fellowship from Harvard University in 1970. Mr Vosloo has been awarded three honorary doctorates. Rachel Jafta (51), MEcon and PhD, is a professor in economics at Stellenbosch University. She joined Naspers as a director in 2003 and was appointed a director of Media24 in 2007. She is a member of the South African Economic Society, director of Econex, chairperson of the Cape Town Carnival Trust and board member of the South African Institute of Race Relations. She is a member of the audit and risk committees of Naspers and Media24. She was appointed chair of the Media24 audit and risk committees in April 2008. Koos Bekker (59) led the founding team of M-Net/MultiChoice pay-television business in 1985. He was also a founder of MTN in cellular telephony. Koos headed the MIH group in its international and internet expansion until 1997, when he became chief executive of Naspers. He serves on the boards of other companies in the wider group, as well as on various public bodies. Academic qualifications include BAHons and honorary doctorate in commerce (Stellenbosch), LLB (Wits) and MBA (Columbia). 106  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPJakes Gerwel (66) joined Naspers as a director in 1999. He is chancellor of Rhodes University, distinguished professor in the humanities at the University of the Western Cape and honorary professor in the humanities at the University of Pretoria. He was vice-chancellor and rector of the University of the Western Cape from 1987 to 1994. From May 1994 to June 1999 he served as director-general in the office of president Mandela and secretary of the cabinet in the Government of National Unity. He is non-executive chairman of Aurecon, Brimstone Investment Corporation, Life Healthcare and Media24. He chairs the boards of trustees of the Nelson Mandela Foundation, the Mandela Rhodes Foundation and is vice-chairman of the Peace Parks Foundation. He is a member of the executive, human resources and remuneration committees and nomination committees of Media24 and Naspers. Debra Meyer (45) was appointed a director in 2009. Currently professor of biochemistry at the University of Pretoria, she holds a PhD in biochemistry and molecular biology from UC Davis (University of California). She writes for scientific journals and contributes to several newspapers and magazines. She is a published poet, has won several awards in her field of expertise and was nominated by Rapport and City Press in 2007 as one of ten for their Prestigious Women Awards. She is involved in social issues, particularly HIV/Aids, and serves as trustee or board member of various organisations. Steve Pacak (57), a qualified CA(SA), began his career with Naspers at M-Net in 1988 and has held various executive positions in the MIH group. He is a director of Media24, MIH Holdings, MultiChoice South Africa Holdings and other companies in the wider Naspers group. He was appointed an executive director of Naspers in 1998. 2012 NASPERS INTEGRATED ANNUAL REPORT  107 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP CORPORATE GOVERNANCE directorate continued Boetie van Zyl (73) holds the qualifications PrEng and BScEng (Mechanical) (UCT). He joined Naspers as a director in 1988. He is a member of the boards of MIH Holdings and Media24, a director of the Peace Parks Foundation, and a trustee of WWF South Africa. He is chairman of the audit and risk committees of Naspers, a member of the audit and risk committees of Media24 and MIH, and a member of the human resources and remuneration committees and nomination committees of Media24 and Naspers. Francine-Ann du Plessis (57) has been a director of Naspers since 2003 and holds the qualifications BComHons(Taxation), LLB and CA(SA). Although she is admitted as an advocate of the Cape High Court, she practises as a chartered accountant and is a director of Loubser du Plessis Inc. She is a member of the audit and risk committees of Naspers. She also serves on the boards of Sanlam, ArcelorMittal and Life Healthcare. Fred Phaswana (67) holds the qualifications MA and BComHons, and obtained a BA(Philosophy, Politics and Economics) from the University of South Africa in 2010. He joined Naspers as a director in 2003. He is chairman of The Standard Bank Group and of Standard Bank of South Africa Limited. Lambert Retief (59) obtained the qualifications BCom and BComHons from Stellenbosch University. He then qualified as a CA(SA) and completed the Owner President Management (OPM) programme at Harvard Business School. He is a director of Media24, chair and former chief executive of Paarl Media group and a director of other group subsidiaries. He is also a director of the listed Zeder Investments Limited and Pioneer Food Group Limited. 108  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPBen van der Ross (65), who holds the qualification of DipLaw (UCT) and is an admitted attorney, is chairman of Strategic Real Estate Management Proprietary Limited, the managers of the Emira Property Fund. He also serves inter alia on the boards of FirstRand Limited, MMI Holdings Limited and Pick n Pay Stores Limited. Lourens Jonker (72) obtained the qualification BScAgric with further studies at UC Davis (University of California). He has completed programmes for director development at IMD, Lausanne, Switzerland and GIBS (UP). He is the owner of Weltevrede Wine Estate. He joined the board of KWV Co-operative in 1981 and became chairperson of KWV Group Limited in 1994. He led the successful transformation of KWV from a cooperative to a fully commercialised company. He resigned from the KWV board in December 2003. Hein Willemse (54) holds an MA(cum laude), MBL and DLitt degrees. He is currently a literature professor at the University of Pretoria. He is a board member or trustee of various national and international technical associations or community organisations. Neil van Heerden (72), who holds a BA qualification, is a trustee of the University of the Western Cape, former director-general of foreign affairs, ambassador to the Federal Republic of Germany, ambassador to the European Union and former executive director of the South Africa Foundation (now South Africa Business Leadership). He is also a director of other companies. 2012 NASPERS INTEGRATED ANNUAL REPORT  109 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Directors and attendance at meetings Date first appointed in current position 6 October 1997 6 October 1997 23 October 2003 12 July 1999 23 October 2003 7 June 1996 Date last appointed 27 August 2010 1 April 2008 26 August 2011 26 August 2011 28 August 2009 27 August 2010 25 November 2009 25 November 2009 1 April 1998 23 October 2003 1 April 2009 26 August 2011 T Vosloo J P Bekker F-A du Plessis G J Gerwel R C C Jafta L N Jonker D Meyer S J Z Pacak T M F Phaswana L P Retief 1 September 2008 1 September 2008 B J van der Ross N P van Heerden J J M van Zyl H S S Willemse 12 February 1999 7 June 1996 1 January 1988 30 August 2002 26 August 2011 27 August 2010 26 August 2011 27 August 2010 110  2012 NASPERS INTEGRATED ANNUAL REPORT Five board meetings were held during the year. Attendance: 5 5 5 5 5 5 5 5 5 5 4 5 5 5 Category Non-executive Executive Independent non-executive Independent non-executive Independent non-executive Independent non-executive Independent non-executive Executive Independent non-executive Non-executive Independent non-executive Independent non-executive Independent non-executive Independent non-executive FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPCORPORATE GOVERNANCEDirectorate continuedCommittees and attendance at meetings Executive committee Audit committee1 Risk committee Human resources and remunera- tion committee1 Nomination committee1 No meetings held during the year. Four meetings held during the year. Attendance: Four meetings held during the year. Attendance: Five meetings held during the year. Attendance: Five meetings held during the year. Attendance: Category T Vosloo F-A du Plessis G J Gerwel R C C Jafta J J M van Zyl B J van der Ross J P Bekker S J Z Pacak ✓ ✓ ✓ ✓ ✓ ✓ 4 ✓ ✓ ✓ 4 4 4 ✓ ✓ ✓ ✓ ✓ ✓ ✓ 4 4 4 4 4 4 4 Note ✓Member. 1Executive directors attend meetings by invitation. ✓ 5 Non-executive ✓ ✓ 5 5 ✓ 5 ✓ 5 ✓ 5 Independent non-executive Independent non-executive Independent non-executive Independent non-executive Independent non-executive Executive Executive 2012 NASPERS INTEGRATED ANNUAL REPORT  111 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Human resources and remuneration committee and its role The human resources and remuneration  Review the remuneration of non-executive directors of the board and its committees annually. Make proposals to the board for committee comprises only non-executive final approval by shareholders in the annual directors. Executive directors and certain general meeting. Remuneration is approved members of management attend meetings by by shareholders in advance. invitation. This committee met five times during  Fulfil delegated responsibilities on Naspers’s the financial year. Details of attendance at share-based incentive plans, eg appointing meetings are provided on page 111. trustees and compliance officers. The main responsibilities of the committee  Approve the most senior appointments and are as follows: promotions.  Determine and approve the group’s general remuneration policy, which must be tabled at each annual general meeting for a non- binding advisory vote by shareholders.  Prepare an annual remuneration report for inclusion in the company’s integrated annual report.  Review and approve annually the remuneration packages of the most senior executives, including incentive schemes and increases, ensuring they are appropriate and in line with the remuneration policy.  Annually appraise the performance of the chief executive.  Review incidents of unethical behaviour by senior managers and the chief executive.  Review annually the company’s code of ethics and business conduct.  Review annually the committee’s charter and recommend required amendments.  Approve amendments to the Naspers share-based incentive plans.  Perform an annual self-assessment of the effectiveness of the committee, reporting these findings to the board.  Review annually the charters of the group’s significant subsidiaries’ remuneration committees, and their annual assessment of compliance with these charters to establish if the Naspers committee can rely on the work of the subsidiary companies’ committees. The committee fulfilled its remit during the year. 112  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPRemuneration reportCORPORATE GOVERNANCERemuneration strategy and policy Overview of remuneration Naspers’s remuneration strategy aims to attract, Non-executive directors receive annual motivate and retain competent leaders in its remuneration as opposed to a fee per meeting. drive to create sustainable shareholder value. This recognises the ongoing responsibility of We aim to attract entrepreneurs and the best directors for the efficient control of the creative engineers to grow the value of the company. This remuneration is augmented by group and to recognise top performance. compensation for services on committees of the Our policies and practices align the board and boards of subsidiaries. A premium is remuneration and incentives of executives and payable to the chair of the board, as well as to employees to the group’s long-term business the chairs of the committees. strategy. Group companies are responsible for Remuneration is reviewed annually, with developing their own policies and benefits reference to competitors and companies that within the confines of the group remuneration have a dual listing on the JSE and an overseas policy and in accordance with their local laws securities exchange. Independent advice is and each company’s needs. acquired to review directors’ remuneration. This Primary objectives include the need to remuneration is not linked to the company’s promote superior performance; direct share price or performance. Non-executive employees’ energies towards key business goals; directors do not qualify for shares in terms of the achieve the most effective returns for employee group’s incentive schemes. The board annually spend; address needs across differing cultures; recommends remuneration of non-executive and have credible remuneration policies. directors for approval by shareholders in Naspers has an integrated approach to its advance. reward strategy, encompassing a balanced In remunerating executives, the group aims design in which reward components are aligned to attract, motivate and retain competent and to the strategic direction and business-specific committed leaders in its drive to create value drivers of Naspers. sustainable shareholder value. We aim to recognise top performance and attract entrepreneurs and the best creative engineers 2012 NASPERS INTEGRATED ANNUAL REPORT  113 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP to grow the value of the group. The incentive for each executive is agreed annually remuneration policies strive to meet this in advance. Incentives are based on targets that objective. Accordingly, the focus is not primarily are verifiable and aligned to the group’s on guaranteed annual remuneration, but on business plan, risk management policy and individual incentive plans linked to creating strategy. If targets are not met, no bonus is paid. shareholder value. Naspers usually structures packages on a total Long-term incentives cost-to-company basis which incorporates base Long-term incentives are generally share-based pay, car allowance, pension, medical aid and incentive schemes for Naspers N shares and/or other optional benefits. In addition, most shares or appreciation rights in respective executives qualify for individual and/or team companies or subsidiaries. These awards performance incentives. At senior level, we normally vest over a period of four or five years avoid standardised packages and aim to tailor and must be exercised within five to ten years the compensation structure to the needs of the from the date of grant. The shares/appreciation specific business. rights are not free. The employee is offered the Remuneration packages are reviewed shares/appreciation rights at market value on annually and are monitored and compared with the day of the award. Employees benefit only if reported figures for similar positions to ensure they, together with colleagues in that unit, can they are fair and sensible. In some cases create additional value above the value on the independent consultants provide benchmarks. date of issue. The various remuneration We have no specific group policies to, for committees in the group annually review the example, pay the median, as the requirements share awards. In addition, if a particular group of a group serving a multitude of countries company employs people during the year, that differ widely. Annual bonus remuneration committee may decide to make awards to those individuals. No awards of shares/appreciation rights are made during a Most executives have an annual cash bonus closed period for trading, backdating awards is scheme that may comprise a variable prohibited, there is no repricing and automatic component based on surpassing financial and regranting of underwater shares/appreciation operational objectives, as well as fixed amounts rights. There is no automatic entitlement to for achieving specific discrete objectives. The bonuses or early vesting of share-based 114  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPCORPORATE GOVERNANCE Remuneration report continuedincentives should an executive leave the Non-executive directors are subject to employment of the company. There is a regulations on appointment and rotation in maximum number of shares/appreciation terms of the company’s articles of association/ rights that may be awarded in aggregate and memorandum of incorporation and the South to any individual for each share-based African Companies Act. incentive scheme. The group operates numerous share-based Share-based incentive plans incentive schemes, detailed in the notes to the The group operates a number of share-based annual financial statements enclosed with this incentive schemes. Some offer employees report under equity compensation benefits. Naspers shares, others relate directly to individual operating companies. Details are Pension fund and medical aid contained in the annual financial statements, During the year the relevant group companies which can be found on www.naspers.com. made contributions for executive directors to At 31 March 2012 the group held 22 230 556 the Naspers pension fund. The rate of (2011: 26 433 083) Naspers N ordinary shares as contribution is 10%, based on the pensionable treasury shares to settle outstanding options salary of these individuals. The value of under certain of the group’s share incentive contributions for each executive director schemes. The dilution effect of these treasury appears in the summary of directors’ shares amounted to 25 cents per N ordinary emoluments on page 116. None of the share (2011: 54 cents). non-executive directors of Naspers contributed In accordance with schedule 14 of the JSE to any group pension fund during 2012. Limited’s Listings Requirements and the Service contracts requirements of the new South African Companies Act, at the annual general meeting Executives’ contracts generally are subject to in August 2011, shareholders approved that terms and conditions of employment in the going forward, up to 40 588 541 new Naspers local jurisdiction. The company’s executive and N ordinary shares (approximately 10% of non-executive directors’ contracts do not Naspers’s N ordinary share capital at 31 March contain ’golden parachute’ clauses and none are 2010) may be issued for purposes of the group’s linked to any restraint payment. share-based incentive schemes. As at 31 March 2012, 5 129 442 new N ordinary shares had been issued for this purpose. 2012 NASPERS INTEGRATED ANNUAL REPORT  115 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Executive directors 2012 S J Z Pacak Annual cash bonuses and performance- related payments R’000 Salary R’000 Pension contribution paid on behalf of director to the pension scheme R’000 Total R’000 Paid by other companies in the group 3 414 3 400 386 7 200 2011 S J Z Pacak Paid by other companies in the group 3 054 2 900 200 6 154 Mr Pacak’s annual performance payment is based on financial, operational and discrete objectives, which were approved by the human resources and remuneration committee in advance. The bonus is capped at 100% of total cost to company. The chief executive, Mr J P Bekker, does not earn any remuneration from the group. In particular no salary, bonus, car scheme, medical or pension contributions of any nature are payable. No other remuneration is paid to the executive directors. Remuneration is earned for services rendered in connection with the carrying on of the affairs of the business in the company. Interest in group share-based incentive schemes are set out below. Executive directors’ contracts No executive director has a notice period of more than one year. No executive director’s service contract includes predetermined compensation as a result of termination exceeding one year’s salary and benefits. Mr J P Bekker’s contract is for a five-year period, which started on 1 April 2008. No compensation will apply to termination. The chief financial officer, Mr S J Z Pacak, has an indefinite employment contract. 116  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPCORPORATE GOVERNANCE Remuneration report continuedDirectors’ interests in scheme shares of the group's share incentive schemes The executive directors of Naspers are allowed to participate in Naspers scheme shares in the group's share incentive schemes. Details as at 31 March 2012 in respect of the executive directors’ participation in scheme shares not yet released, are as follows: Name J P Bekker1 Incentive scheme Naspers share incentive scheme S J Z Pacak MIH (Mauritius) Limited share incentive scheme MIH (Mauritius) Limited share incentive scheme Notes Offer date Number of N shares Purchase price Release period Value of option2 2008/03/31 3 895 936 R185,56 2013/03/31 R53,61 2008/03/12 100 000 R138,87 2013/03/12 R73,47 2009/02/27 133 334 R154,00 2014/02/27 R84,77 1 The chief executive of Naspers has allocations, as indicated above, under the share incentive scheme, in terms of which Naspers N ordinary shares can be acquired at certain prices, with the vesting of the various tranches taking place over periods of five years. The purchase prices relating to the allocations were set at the middle-market price of the shares on the purchase date, but increased by anticipated inflation over the course of the vesting periods of three, four and five years respectively, for each of the tranches. Inflation expectations were calculated by the Bureau for Economic Research of the Stellenbosch University. 2 The value of the option represents the fair value on grant date in accordance with IFRS. There were no dealings by the above directors for the year ended 31 March 2012. Non-executive directors’ terms of appointment Appointments to the board The board has a policy on procedures for the appointment and orientation of directors. The nomination committee periodically assesses the skills represented on the board by non-executive directors and determines whether these meet the company’s needs. Annual self-evaluations conducted by the board and its committees also assist. Directors are invited to give their input in identifying potential candidates. The members of the nomination committee propose suitable candidates for consideration by the board. A fit and proper evaluation is performed for each candidate. Retirement and re-election of directors All non-executive directors are subject to retirement and re-election by shareholders every three years. In addition all non-executive directors are subject to election by shareholders at the first suitable opportunity for interim appointments. The names of non-executive directors submitted for election or re-election are accompanied by brief biographical details to enable shareholders to make an informed decision on their election. The reappointment of non-executive directors is not automatic. 2012 NASPERS INTEGRATED ANNUAL REPORT  117 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Directors’ emoluments Non-executive directors Fees for services as directors Fees for services as directors of subsidiary companies 2012 R’000 8 754 6 961 15 715 2011 R’000 7 649 5 241 12 890 No director has a notice period of more than one year. No director’s service contract includes predetermined compensation as a result of termination that would exceed one year’s salary benefits and none are linked to any restraint payments. Fees for the current year and proposed for 31 March 2013 and 31 March 2014 are as follows: Board Chair*** Member Committees  Audit committee: Chair Member  Risk committee: Chair Member  Human resources and remuneration committee: Chair Member  Nomination committee: Chair Member  Social and ethics committee: Chair Member Other Naspers representatives on Media24 safety, health and environmental committee: Member Trustee of group share schemes/other personnel funds Media24 pension fund: Chair Trustee 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 31 March 2012* 31 March 2013** (proposed) 31 March 2014** (proposed) R2 390 000 R430 000 R2 630 000 R473 000 R2 892 000 R516 000 R280 000 R140 000 R140 000 R70 000 R160 000 R80 000 R60 000 R30 000 R48 000 R34 000 R85 500 R57 000 R308 000 R154 000 R154 000 R77 000 R180 000 R90 000 R66 000 R33 000 R154 000 R77 000 R51 000 R36 100 R91 200 R60 800 R332 000 R166 000 R165 000 R82 500 R200 000 R100 000 R79 860 R39 930 R165 000 R82 500 R54 500 R38 300 R96 750 R64 500 *These fees were approved by shareholders on 26 August 2011. ** The proposed 31 March remuneration is subject to such annual increase as may be retrospectively approved by the shareholders at the respective 2013 and 2014 Naspers annual general meetings. ***The chair of the board does not receive additional remuneration if he/she is a member of or chairs any committee of the board. 118  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPCORPORATE GOVERNANCE Remuneration report continued Individual non-executive directors received the following remuneration and emoluments during the current financial year: Directors’ fees Commitee1 and trustee2 fees Directors’ fees Commitee1 and trustee2 fees Paid by company R’000 Paid by sub- sidiary R’000 Paid by com- pany R’000 Paid by sub- sidiary R’000 Total 2012 R’000 Paid by company R’000 Paid by sub- sidiary R’000 Paid by com- pany R’000 Paid by sub- sidiary R’000 Total 2011 R’000 2 390 1 520 430 430 430 430 430 430 430 430 430 430 430 750 — — — 630 — — — 3 032 210 — — 564 48 — 210 190 48 364 — — 210 — 150 4 060 2 011 1 407 226 1 970 — 478 — 430 — 640 75 1 325 — 478 — 794 — 430 48 3 510 320 1 170 — 430 379 379 379 379 379 379 379 379 379 379 379 791 — 85 — 590 — — — 1 350 197 — — 517 45 — 163 165 45 339 — — 195 — 109 3 527 211 1 898 — 424 — 464 — 542 70 1 204 — 424 — 718 — 379 133 1 862 298 1 069 — 379 7 120 6 142 1 634 819 15 715 6 180 4 420 1 469 821 12 890 Non-executive directors T Vosloo3 J J M van Zyl3 L N Jonker3 N P van Heerden3 B J van der Ross G J Gerwel3 H S S Willemse F-A du Plessis T M F Phaswana3 L P Retief3 R C C Jafta3 D Meyer Notes 1 Committee fees include fees for the attendance of the audit committee, risk committee, human resources and remuneration committee and the nomination committee meetings of the board. 2 Trustee fees include fees for the attendance of the various retirement fund trustee meetings of the group’s retirement funds. 3 Directors’ fees include fees for services as directors, where appropriate, of Media24 Limited, Paarl Media Holdings (Proprietary) Limited, MIH Holdings Limited and MultiChoice South Africa Holdings (Proprietary) Limited. General notes Committee and trustee fees include, where appropriate, fees to be considered by shareholders at the annual general meeting on 31 August 2012 for services as trustees or members, as appropriate, of the group share schemes/retirement funds/Media24 safety, health and environmental committee. Non-executive directors are subject to regulations on appointment and rotation in terms of the company’s articles of association/memorandum of incorporation and the South African Companies Act. 2012 NASPERS INTEGRATED ANNUAL REPORT  119 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Shareholding Directors’ interest in Naspers shares The directors of Naspers have the following interests in Naspers A ordinary shares on 31 March 2012: 31 March 2012 31 March 2011 Naspers A ordinary shares Naspers A ordinary shares Name Beneficial Direct Indirect J J M van Zyl 745 — Total 745 Beneficial Direct Indirect 745 — Total 745 Mr J P Bekker has an indirect 25% interest in Wheatfields 221 (Proprietary) Limited, which controls 168 605 Naspers Beleggings Beperk ordinary shares, 16 860 500 Keeromstraat 30 Beleggings Beperk ordinary shares and 133 350 Naspers A shares. No other director of Naspers had any direct interest in Naspers A ordinary shares at 31 March 2012 or 31 March 2011. 120  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPCORPORATE GOVERNANCE Remuneration report continuedThe directors of Naspers (and their associates) had the following interests in Naspers N ordinary shares as at 31 March: Name T Vosloo J P Bekker2 J J M van Zyl L N Jonker N P van Heerden B J van der Ross G J Gerwel H S S Willemse F-A du Plessis F T M Phaswana L P Retief1 R C C Jafta S J Z Pacak3 D Meyer Notes 31 March 2012 Naspers N ordinary shares Beneficial Direct Indirect Total — 7 791 872 50 361 1 000 — — — 85 — — — — 545 176 — 213 000 4 688 691 150 796 52 000 2 600 400 — 3 205 — 3 530 — — 282 548 — 213 000 12 480 563 201 157 53 000 2 600 400 — 3 290 — 3 530 — — 827 724 — 31 March 2011 Naspers N ordinary shares Beneficial Direct Indirect — 3 895 936 50 361 1 000 — — — 85 — — — — 300 510 — 213 000 4 688 691 190 796 52 000 2 600 400 — 3 205 — 3 530 — — 282 548 — Total 213 000 8 584 627 241 157 53 000 2 600 400 — 3 290 — 3 530 — — 583 058 — 8 388 494 5 396 770 13 785 264 4 247 892 5 436 770 9 684 662 1 The Media24 group entered into a contract with the Retief family trust in October 2008, which contains a put option whereby the Retief family trust can enforce a buy-out by Media24 group of their remaining interest in Paarl Media Holdings (Proprietary) Limited (currently 5%) and Paarl Coldset (Proprietary) Limited (currently 12,6%). Mr L P Retief, a director of Naspers Limited, is a related party to the Retief family trust. 2 At 31 March 2012, 3 895 936 Naspers N ordinary shares at an offer price of R176,11 per share were released and reserved for Mr J P Bekker in the Naspers share incentive scheme. 3 During the financial year 244 666 Naspers N ordinary shares at offer prices of between R114,52 and R175,00 were released and reserved for Mr S J Z Pacak in the Naspers group’s share incentive schemes. There have been no changes to the directors’ interests in the table above between the end of the financial year and 26 June 2012. Prof G J Gerwel Chairman: Human resources and remuneration committee 26 June 2012 2012 NASPERS INTEGRATED ANNUAL REPORT  121 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP The audit committee submits this report, as  •   dealt with concerns or complaints on  required by section 94 of the South African  accounting policies, internal audit, the  Companies Act No 71 of 2008 (“the Act”). auditing or content of annual financial  Functions of the audit committee The audit committee has adopted formal terms  of reference, delegated by the board of  directors, as its audit committee charter. The audit committee has discharged the  functions in terms of its charter and ascribed   to it in terms of the Act as follows:    Reviewed the interim, provisional, year-end  financial statements and integrated annual  report, culminating in a   recommendation to the board to adopt  them. In the course of its review the  committee: •   took appropriate steps to ensure the  financial statements were prepared in  accordance with International Financial  Reporting Standards (IFRS) and in the  manner required by the Act •   considered and, when appropriate, made  recommendations on internal financial  controls statements, and internal financial controls,  and •   reviewed legal matters that could have a  significant impact on the organisation’s  financial statements.    Reviewed external audit reports on the  annual financial statements.    Reviewed the board-approved internal  audit charter.     Reviewed and approved the internal   audit plan.    Reviewed internal audit and risk   management reports and, where relevant,  made recommendations to the board.    Evaluated the effectiveness of risk   management, controls and governance  processes.    Verified the independence of the external   auditor, nominated PricewaterhouseCoopers  Inc. as auditor for 2012 and noted the  appointment of Mr Anton Wentzel as the  designated auditor. 122  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPReport of the audit committeeCORPORATE GOVERNANCEfor the year ended 31 March 2012   Approved audit fees and engagement  terms of the external auditor. Internal audit The audit committee has oversight of the     Determined the nature and extent of  group’s financial statements and reporting  allowable non-audit services and approved  process, including the system of internal  contract terms for non-audit services by the  financial control. It is responsible for ensuring  external auditor. Members of the audit committee and attendance at meetings The audit committee consists of the non- the group’s internal audit function is  independent and has the necessary resources,  standing and authority in the organisation to  discharge its duties. The committee oversees  cooperation between internal and external  executive directors listed below and meets at  auditors, and serves as a link between the board  least three times per annum in accordance with  of directors and these functions. The head of  its charter. All members act independently as  internal audit reports functionally to the chair of  described in section 94 of the Act. During the  the committee and administratively to the  year under review four meetings were held.  financial director. Details of attendance are on page 111 of the  integrated annual report. Name of committee member J J M van Zyl  Qualifications BScEng(Mechanical) (UCT)  and PrEng R C C Jafta MEcon and PhD Attendance The internal and external auditors, in their  capacity as auditors to the group, attended and  reported at all meetings of the audit committee.  The group risk management function was also  represented. Executive directors and relevant  senior managers attended meetings by  F-A du Plessis  BComHons(Taxation),   LLB and CA(SA) invitation. B J van der Ross DipLaw (UCT) All committee members served on the  committee for the full financial year. Confidential meetings Audit committee agendas provide for  confidential meetings between committee  members and the internal and external auditors. 2012 NASPERS INTEGRATED ANNUAL REPORT  123 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Independence of the external auditor During the year the audit committee reviewed a  Discharge of responsibilities The committee determined that during the  representation by the external auditor and, after  financial year under review it had discharged its  conducting its own review, confirmed the  legal and other responsibilities as outlined in  independence of the auditor. terms of its remit, details of which are included  Expertise and experience of financial director and the finance function As required by the JSE Listings Requirement  3.84(h), the audit committee has satisfied itself  that the financial director has appropriate  expertise and experience. In addition, the committee satisfied itself that  the composition, experience and skills set of the  on page 99 of this report. The board concurred  with this assessment. J J M van Zyl Chairman: Audit committee finance function met the group’s requirements. 26 June 2012 124  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPCORPORATE GOVERNANCE Report of the audit committee continuedfor the year ended 31 March 2012        Summarised annual financial statements 2012 NASPERS INTEGRATED ANNUAL REPORT  125 Index Statement of responsibility by the board of directors Report of the independent auditor Basis of presentation and accounting policies Segmental review Reconciliation of trading profit to operating profit Consolidated income statement Condensed consolidated statement of comprehensive income Condensed consolidated statement of changes in equity Condensed consolidated statement of financial position Condensed consolidated statement of cash flows Calculation of headline and core headline earnings Supplementary information Business combinations (IFRS 3) 127 128 129 130 131 132 133 134 135 136 137 138 140 126  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPsummarised annual financial statementsStatement of responsibility by the board of directors The summarised annual financial statements of The independent auditing firm the group are the responsibility of the directors PricewaterhouseCoopers Inc., which was given of Naspers Limited. In discharging this unrestricted access to all financial records and responsibility, they rely on the management related data, including minutes of all meetings of the group to prepare the annual financial of shareholders, the board of directors and statements separately available on committees of the board, has audited the group www.naspers.com in accordance with annual annual financial statements from which International Financial Reporting Standards the summarised annual financial statements (IFRS) and the South African Companies Act were derived. The directors believe that all No 71 of 2008. As such, the summarised annual representations made to the independent financial statements include amounts based auditor during his audit were valid and on judgements and estimates made by appropriate. PricewaterhouseCoopers Inc.’s audit management. The information given is report is presented on page 128. comprehensive and presented in a responsible The summarised annual financial statements manner. were approved by the board of directors on The directors accept responsibility for the 26 June 2012 and are signed on its behalf by: preparation, integrity and fair presentation of the summarised annual financial statements and are satisfied that the systems and internal financial controls implemented by management are effective. The directors believe that the company and group have adequate resources to continue operations as a going concern in the foreseeable future, based on forecasts and available cash resources. The annual financial statements support the viability of the company and the group. The preparation of the financial results was supervised by the financial director, Steve Pacak CA(SA). T Vosloo Chairman J P Bekker Chief executive 26 June 2012 2012 NASPERS INTEGRATED ANNUAL REPORT  127 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPfor the year ended 31 March 2012 Report of the independent auditor on the summarised consolidated financial statements to the shareholders of Naspers Limited The summarised consolidated financial South Africa as applicable to summarised statements, which comprise the condensed financial statements. consolidated statement of financial position as at 31 March 2012, and the consolidated income statement and condensed consolidated Auditor’s responsibility Our responsibility is to express an opinion on statements of comprehensive income, changes the summarised consolidated financial in equity and cash flows for the year then ended, and related notes, as set out on statements based on our procedures, which were conducted in accordance with pages 129 to 140, are derived from the audited International Standard on Auditing (ISA) 810, consolidated annual financial statements of “Engagements to Report on Summary Naspers Limited for the year ended 31 March Financial Statements.” 2012. We expressed an unmodified audit opinion on those consolidated annual financial statements in our report dated 26 June 2012. The summarised consolidated annual financial statements do not contain all the disclosures required by International Financial Reporting Standards and the requirements of the Companies Act of South Africa as applicable to annual financial statements. Reading the summarised consolidated financial statements, therefore, is not a substitute for reading the audited consolidated annual financial statements of Naspers Limited. Directors’ responsibility for the summarised consolidated financial statements The company’s directors are responsible for the preparation of a summary of the audited consolidated annual financial statements in accordance with the requirements of Section Opinion In our opinion, the summarised consolidated financial statements derived from the audited consolidated annual financial statements of Naspers Limited for the year ended 31 March 2012 are consistent, in all material respects, with those consolidated annual financial statements, in accordance with the requirements of Section 8.57 of the JSE Limited Listings Requirements and the requirements of the Companies Act of South Africa as applicable to summarised financial statements. PricewaterhouseCoopers Inc. Director: A Wentzel Registered auditor 8.57 of the JSE Limited Listings Requirements Cape Town, South Africa and the requirements of the Companies Act of 26 June 2012 128  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPsummarised annual financial statements Basis of presentation and accounting policies These summarised annual financial statements PricewaterhouseCoopers Inc., whose unqualified for the year ended 31 March 2012 have been report is presented on page 128. prepared in terms of the recognition and Trading profit excludes amortisation of measurement requirements of the International intangible assets (other than software) and other Financial Reporting Standards (IFRS), the AC 500 gains/losses, but includes the finance cost on series pronouncements as issued by the transponder leases. Accounting Practices Board, the JSE Listings Core headline earnings exclude once-off and Requirements, the requirements of the South non-operating items. We believe that it is a African Companies Act No 71 of 2008, and the useful measure for shareholders of the group’s presentation and disclosure requirements of sustainable operating performance. However, IAS 34. Accounting policies used are consistent this is not a defined term under IFRS and may with those applied in the previous annual not be comparable with similarly titled financial statements and IFRS. These results have measures reported by other companies. been audited by the company’s auditor, 2012 NASPERS INTEGRATED ANNUAL REPORT  129 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Segmental review Pay television Internet – Tencent – Other Print Technology Economic interest Less: Associates Consolidated Pay television Internet – Tencent – Other Print Technology Economic interest Corporate services Less: Associates Consolidated Revenue Year ended 31 March 2011 R’m 21 025 12 092 7 215 4 877 10 758 1 228 45 103 (12 018) 33 085 EBITDA Year ended 31 March 2011 R’m 6 542 3 945 3 795 150 1 194 188 11 869 (239) (4 481) 7 149 2012 R’m 24 093 19 192 11 455 7 737 12 071 1 166 56 522 (17 035) 39 487 2012 R’m 7 276 4 559 5 158 (599) 1 465 57 13 357 (198) (6 199) 6 960 % change 15 59 59 59 12 (5) 25 42 19 % change 11 16 36 +100 23 (70) 13 — 38 (3) 130  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPsummarised annual financial statementsfor the year ended 31 March 2012Segmental review continued for the year ended 31 March 2012 Pay television Internet – Tencent – Other Print Technology Economic interest Corporate services Less: Associates Consolidated Trading profit Year ended 31 March 2011 R’m 5 727 3 493 3 543 (50) 872 128 10 220 (240) (4 142) 5 838 2012 R’m 6 331 3 800 4 659 (859) 1 090 (11) 11 210 (199) (5 526) 5 485 Reconciliation of trading profit to operating profit for the year ended 31 March 2012 Trading profit Finance cost on transponder leases Amortisation of intangible assets Other gains/(losses) – net Operating profit Note Year ended 31 March 2012 R’m 5 485 132 (967) (1 448) 3 202 % change 11 9 31 +100 25 +100 10 — 33 (6) 2011 R’m 5 838 144 (1 045) (881) 4 056 For a reconciliation of operating profit to profit before taxation, refer to the consolidated income statement. 2012 NASPERS INTEGRATED ANNUAL REPORT  131 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Consolidated income statement Revenue Cost of providing services and sale of goods Selling, general and administration expenses Other gains/(losses) – net Operating profit Interest received Interest paid Other finance income/(costs) – net Share of equity-accounted results Impairment of equity-accounted investments Dilution (losses)/gains on equity-accounted investments (Losses)/gains on acquisitions and disposals Income before taxation Taxation Profit for the year Attributable to: Equity holders of the group Non-controlling interest Core headline earnings for the period (R’m) Core headline earnings per N ordinary share (cents) Fully diluted core headline earnings per N ordinary share (cents) Headline earnings for the period (R’m) Headline earnings per N ordinary share (cents) Fully diluted headline earnings per N ordinary share (cents) Earnings per N ordinary share (cents) Fully diluted earnings per N ordinary share (cents) Net number of shares issued (’000) – At period end – Weighted average for the period – Fully diluted weighted average 132  2012 NASPERS INTEGRATED ANNUAL REPORT 31 March 2012 R’m 39 487 (20 863) (13 974) (1 448) 31 March 2011 R’m 33 085 (17 794) (10 354) (881) % change 19 (21) 18 (29) (41) 15 15 15 16 15 16 (45) (45) 3 202 400 (1 271) 174 3 869 (94) (606) (134) 5 540 (2 059) 3 481 2 894 587 3 481 6 951 1 850 1 789 4 874 1 297 1 254 770 745 4 056 401 (1 389) (30) 3 290 (23) 1 461 42 7 808 (1 861) 5 947 5 260 687 5 947 6 036 1 612 1 550 4 213 1 125 1 082 1 405 1 351 384 714 375 653 388 567 375 440 374 501 389 465 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPsummarised annual financial statementsfor the year ended 31 March 2012Condensed consolidated statement of comprehensive income Profit for the year Total other comprehensive income, net of tax, for the year Translation of foreign operations Cash flow hedges Share of associates’ other comprehensive income and reserves Tax on other comprehensive income Total comprehensive income for the year Attributable to: Equity holders of the group Non-controlling interest 31 March 2012 R’m 3 481 4 315 2 172 162 2 109 (128) 7 796 7 138 658 7 796 31 March 2011 R’m 5 947 2 277 (461) 126 2 622 (10) 8 224 7 543 681 8 224 2012 NASPERS INTEGRATED ANNUAL REPORT  133 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPfor the year ended 31 March 2012 Condensed consolidated statement of changes in equity 31 March 2012 R’m 31 March 2011 R’m 42 942 35 634 (1 603) 1 908 7 138 401 17 4 (1 012) 658 (1 362) 485 (335) 253 7 543 508 (63) (22) (882) 681 (665) 290 49 576 42 942 14 689 23 065 3 134 42 (328) 5 933 980 2 061 49 576 14 384 21 179 2 300 25 (297) 4 256 (1 185) 2 280 42 942 Balance at beginning of the year Changes in share capital and premium Movement in treasury shares Share capital and premium issued Changes in reserves Total comprehensive income for the year Movement in share-based compensation reserve Movement in existing control business combination reserve Direct retained earnings movements Dividends paid to Naspers shareholders Changes in non-controlling interest Total comprehensive income for the year Dividends paid to non-controlling shareholders Movement in non-controlling interest in reserves Balance at end of year Comprising: Share capital and premium Retained earnings Share-based compensation reserve Existing control business combination reserve Hedging reserve Valuation reserve Foreign currency translation reserve Non-controlling interest Total 134  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPsummarised annual financial statementsfor the year ended 31 March 2012Condensed consolidated statement of financial position at 31 March 2012 31 March 2012 R’m 31 March 2011 R’m AssETs Non-current assets Property, plant and equipment Goodwill Other intangible assets Investment in associates Other investments and loans Derivatives Deferred taxation Current assets Inventory Programme and film rights Trade receivables Other receivables and loans Derivatives Cash and cash equivalents Assets classified as held-for-sale Total assets EquITY AND lIABIlITIEs Share capital and reserves Share capital and premium Other reserves Retained earnings Non-controlling shareholders’ interest Total equity Non-current liabilities Capitalised finance leases Liabilities – interest-bearing – non-interest-bearing Post-retirement medical liability Derivatives Deferred taxation Current liabilities Current portion of long-term debt Trade payables Accrued expenses and other current liabilities Derivatives Bank overdrafts and call loans Liabilities classified as held-for-sale Total equity and liabilities Net asset value per N ordinary share (cents) 62 037 8 879 17 884 3 884 28 095 2 564 86 645 19 241 1 238 1 522 3 296 2 639 85 9 825 18 605 636 81 278 47 515 14 689 9 761 23 065 2 061 49 576 17 845 2 208 12 996 348 139 839 1 315 13 857 1 613 2 865 7 980 206 1 034 13 698 159 81 278 12 351 53 610 7 561 17 278 3 886 20 767 3 301 — 817 16 245 731 1 487 2 929 2 330 — 8 731 16 208 37 69 855 40 662 14 384 5 099 21 179 2 280 42 942 14 950 1 893 10 822 177 179 714 1 165 11 963 1 510 1 916 6 608 599 1 330 11 963 — 69 855 10 831 2012 NASPERS INTEGRATED ANNUAL REPORT  135 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Condensed consolidated statement of cash flows Cash flow from operating activities Cash flow utilised in investing activities Cash flow (utilised in)/generated from financing activities Net movement in cash and cash equivalents Foreign exchange translation adjustments Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year Included in: – Cash and cash equivalents – Assets classified as held-for-sale 31 March 2012 R’m 31 March 2011 R’m 5 394 (2 360) (1 745) 1 289 139 7 401 8 829 8 791 38 8 829 5 271 (5 778) 2 513 2 006 (431) 5 826 7 401 7 401 — 7 401 136  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPsummarised annual financial statementsfor the year ended 31 March 2012Calculation of headline and core headline earnings Net profit attributable to shareholders Adjusted for: – insurance proceeds – impairment of property, plant, equipment and other assets – impairment of goodwill and intangible assets – profit on sale of property, plant, equipment and intangible assets – losses/(gains) on acquisitions and disposals of investments – dilution losses/(gains) on equity-accounted investments – remeasurements included in equity-accounted earnings – impairment of equity-accounted investments Total tax effects of adjustments Total adjustment for non-controlling interest Headline earnings Adjusted for: – treasury-settled share scheme charges – (recognition)/reversal of deferrad tax assets – amortisation of intangible assets – fair value adjustments and currency translation differences – revolving credit facility – accelerated amortisation of costs – business combination related costs Core headline earnings 31 March 2012 R’m 31 March 2011 R’m 2 894 (2) — 1 487 — 45 606 32 94 5 156 (207) (75) 4 874 652 (38) 1 191 162 — 110 6 951 5 260 (51) 25 1 035 (407) (152) (1 461) (28) 23 4 244 (27) (4) 4 213 488 13 1 052 18 128 124 6 036 2012 NASPERS INTEGRATED ANNUAL REPORT  137 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPfor the year ended 31 March 2012 Supplementary information Depreciation of property, plant and equipment Amortisation – intangible assets – software Other gains/(losses) – net – (loss)/profit on sale of property, plant, equipment and intangible assets – impairment of goodwill and intangible assets – impairment of tangible assets – insurance proceeds – profit on transponder lease settlement – fair value adjustment on shareholders’ liability Interest received – loans and bank accounts – other Interest paid – loans and overdrafts – transponder leases – revolving credit facility costs – accelerated amortisation – other Other finance income/(cost) – net – net foreign exchange differences and fair value adjustments on derivatives – preference dividends received (losses)/gains on acquisitions and disposals – (loss)/profit on sale of investments – profit on partial disposal of investments – acquisition-related costs – other 138  2012 NASPERS INTEGRATED ANNUAL REPORT 31 March 2012 R’m 31 March 2011 R’m 1 222 1 088 967 121 (1 448) (95) (1 487) — 2 100 32 400 360 40 1 040 1 172 1 045 127 (881) 42 (1 035) (33) 51 88 6 401 308 93 (1 271) (1 389) (877) (132) — (262) 174 (135) 309 (134) (7) — (72) (55) (883) (144) (128) (234) (30) (247) 217 42 34 72 (109) 45 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPsummarised annual financial statementsfor the year ended 31 March 2012Supplementary information continued 31 March 2012 R’m 31 March 2011 R’m Goodwill – cost – accumulated impairment Opening balance – foreign currency translation effects – acquisitions – disposals – contingent consideration adjustment – transferred to non-current assets held-for-sale – impairment Closing balance – cost – accumulated impairment Investments and loans – listed investments – unlisted investments Commitments – capital expenditure – programme and film rights – network and other service commitments – transponder leases – operating lease commitments – set-top box commitments share of equity-accounted results – dilution losses/(gains) – FCTR release – impairment of investments – gains on acquisitions and disposals Contribution to headline earnings – amortisation of intangible assets – treasury-settled share scheme charges – business combination costs – fair value adjustments – (recognition)/reversal of deferred tax assets Contribution to core headline earnings Tencent Mail.ru Abril Other 18 371 (1 093) 17 278 583 1 184 (99) — (226) (836) 17 884 19 801 (1 917) 30 659 24 331 6 328 22 502 299 12 143 953 7 796 1 083 228 3 869 16 — 122 (112) 3 895 538 468 22 67 (38) 4 952 4 376 364 205 7 17 051 (431) 16 620 (510) 1 885 — (49) — (668) 17 278 18 371 (1 093) 24 068 16 874 7 194 16 997 401 7 744 700 6 787 896 469 3 290 (39) (29) 24 (262) 2 984 355 227 15 — 13 3 594 3 164 152 250 28 2012 NASPERS INTEGRATED ANNUAL REPORT  139 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPfor the year ended 31 March 2012 Business combinations (IFRS 3) In April 2011 the group acquired a 85% interest In December 2011 the group acquired in 7Pixel, an e-commerce group operating in a 90% interest in Fashion Days, an Western Europe. The fair value of the total e-commerce group operating in several purchase consideration was R228m (US$35m) in eastern European countries. The fair value of cash. The purchase price allocation: PP&E R22m; the total purchase consideration was R435m intangible assets R136m; cash R12m; trade and (US$54m) in cash. The preliminary purchase other receivables R25m; trade and other price allocation: PP&E R4m; intangible assets payables R17m; deferred tax liability R43m and R342m; cash R7m; inventory R35m; trade the balance to goodwill. A non-controlling and other receivables R123m; trade and interest of R20m was recognised at the other payables R76m; deferred tax liability acquisition date. R64m and the balance to goodwill. A In July 2011 the group acquired a 80% non-controlling interest of R37m was interest in Vipindirim Electronic Services plc recognised at the acquisition date. (Markafoni), a Turkish e-commerce group. The The main factor contributing to the fair value of the total purchase consideration goodwill recognised in these acquisitions is was R672m (US$95m) in cash. The purchase their market presence. This goodwill is not price allocation: PP&E R18m; intangible assets expected to be deductible for income tax R373m; cash R48m; inventory R42m; trade and purposes. The non-controlling interest in other receivables R11m; trade and other these acquisitions was measured using the payables R116m; deferred tax liability R69m and proportionate share of the identifiable net the balance to goodwill. A non-controlling assets. interest of R104m was recognised at the The group made various smaller acquisition date. acquisitions with a combined cost of R323m. In July 2011 the group acquired 100% Total acquisition-related costs of R72m were interest in Slando Limited, an online classifieds recorded in “(losses)/gains on acquisitions company in the Ukraine. The fair value of and disposals” in the income statement. Had the total purchase consideration was the revenues and net results of all business R195m (US$29m) in cash. The purchase price combinations that occurred in the period allocation: intangible assets R21m; cash R2m; been included from 1 April 2011, it would trade and other receivables R3m; trade and not have had a significant effect on the other payables R2m; deferred tax liability group’s consolidated revenue and net R5m and the balance to goodwill. results. 140  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPsummarised annual financial statementsShareholder and corporate information 2012 NASPERS INTEGRATED ANNUAL REPORT  141 Administration and corporation information Group secretary G Kisbey-Green 251 Oak Avenue Randburg 2194 South Africa registered office 40 Heerengracht Cape Town 8001 South Africa PO Box 2271 Cape Town 8000 South Africa Tel: +27 (0)21 406 2121 Fax: +27 (0)21 406 3753 registration number 1925/001431/06 Incorporated in South Africa Auditor PricewaterhouseCoopers Inc. Transfer secretaries Link Market Services South Africa (Proprietary) Limited (Registration number: 2000/007239/07) PO Box 4844 Johannesburg 2000 South Africa Tel: +27 (0)11 630 0800 Fax: +27 (0)11 834 4398 Adr programme The Bank of New York Mellon maintains a Global BuyDIRECT™ plan for Naspers Limited. For additional information, please visit The Bank of New York Mellon’s website at www.globalbuydirect.com or call Shareholder Relations at 1-888-BNY-ADRS or 1-800-345-1612 or write to: The Bank of New York Mellon Shareholder Relations Department – Global BuyDIRECT™ Church Street Station PO Box 11258, New York, NY 10286-1258, USA Sponsor Investec Bank Limited (Registration number: 1969/004763/06) PO Box 785700, Sandton 2146 South Africa Tel: +27 (0)11 286 7326 Fax: +27 (0)11 286 9986 Attorneys Werksmans Inc. PO Box 1474, Cape Town 8000 South Africa Investor relations M Horn meloy.horn@naspers.com Tel: +27 (0)11 289 3320 Fax: +27 (0)11 289 3026 www.naspers.com 142  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSHAREHOLDER AND CORPORATEINFORMATIONAnalysis of shareholders and shareholders’ diary Analysis of shareholders Size of holdings 1 – 100 shares 101 – 1 000 shares 1 001 – 5 000 shares 5 001 – 10 000 shares More than 10 000 shares Number of shareholders Number of shares owned 21 358 21 125 3 783 547 1 171 830 821 7 459 142 8 115 011 3 941 712 391 364 667 The following shareholders hold 5% and more of the issued share capital of the company: Name Public Investment Corporation Dodge & Cox Incorporated Coronation Fund Managers (Proprietary) Limited Capital World Investors % held Number of shares owned 9,80 6,86 6,54 6,54 40 351 462 28 229 795 26 944 493 26 913 700 Public shareholder spread To the best knowledge of the directors, the spread of public shareholders in terms of section 4.25 of the JSE Limited’s Listings Requirements at 31 March 2012 was 93%, represented by 47 965 shareholders holding 383 642 732 ordinary shares in the company. The non-public shareholders of the company comprising 19 shareholders representing 28 068 621 ordinary shares are analysed as follows: Category Naspers Share Trust Directors Group companies Shareholders’ diary Annual general meeting reports Interim for half-year to September Announcement of annual results Annual financial statements dividend Declaration Payment Financial year-end Number of shares % of issued share capital 9 465 778 13 785 264 4 817 579 2,3 3,3 1,2 August November June July August September March 2012 NASPERS INTEGRATED ANNUAL REPORT  143 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Notice of annual general meeting Notice is hereby given in terms of the A form of proxy, which includes the relevant Companies Act No 71 of 2008, as amended (“the instructions for its completion, is attached for Act”) that the ninety-eighth annual general the use of holders of certificated shares and meeting of Naspers Limited (”the company” or “own name” dematerialised shareholders who “Naspers”) will be held on the 17th floor of wish to be represented at the annual general Naspers Centre, 40 Heerengracht in Cape Town, meeting. Completion of a form of proxy will not South Africa, on Friday 31 August 2012 at 11:15. preclude such a shareholder from attending and voting (in preference to that shareholder’s record date, attendance and voting proxy) at the annual general meeting. The record date for the meeting (being the date Holders of dematerialised shares, other than used for the purpose of determining which “own name” dematerialised shareholders, who shareholders are entitled to participate in and wish to vote at the annual general meeting vote at the meeting) is 17 August 2012. must instruct their central securities depositary Votes at the annual general meeting will be participant (CSDP) or broker accordingly in the taken by way of a poll and not on a show of manner and cut-off time stipulated by their hands. CSDP or broker. A shareholder entitled to attend and vote Holders of dematerialised shares, other than at the meeting is entitled to appoint a proxy to “own name” dematerialised shareholders, who attend, participate in and vote at the meeting wish to attend the annual general meeting in in the place of the shareholder. A proxy need person need to arrange the necessary not be a shareholder of the company. authorisation as soon as possible through their Before any person may attend or CSDP or broker. participate in a shareholders’ meeting, that The form appointing a proxy and the person must present reasonably satisfactory authority (if any) under which it is signed must identification and the person presiding at reach the transfer secretaries of the company the meeting must be reasonably satisfied (Link Market Services South Africa (Proprietary) that the right of that person to participate Limited, 13th floor, Rennie House, 19 Ameshoff and vote, either as a shareholder, or as a Street, Braamfontein 2001 or PO Box 4844, proxy for a shareholder, has been Johannesburg 2000) by no later than 11:15 on reasonably verified. Forms of identification Thursday 30 August 2012. A form of proxy is include valid identity documents, driver’s enclosed with this notice. The form of proxy may licences and passports. 144  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSHAREHOLDER AND CORPORATEINFORMATIONNotice of annual general meeting continued also be obtained from the registered office of materialised shares) and (in the case of the company. Purpose of meeting dematerialised shares) written confirmation from the shareholder’s CSDP confirming the shareholder’s title to the dematerialised shares. The purpose of the meeting is (i) to present the Upon receipt of the required information, the directors’ report and the audited annual financial shareholder concerned will be provided with statements of the company for the immediate a secure code and instructions to access the preceding financial year and an audit committee electronic communication during the annual report and (ii) to consider and, if approved, to general meeting. Shareholders must note that adopt with or without amendment, the access to the electronic communication will be resolutions set out below and (iii) to consider at the expense of the shareholders who wish to any matters raised by the shareholders of the utilise the facility. company, with or without advance notice to the company. Electronic participation Integrated annual report The integrated annual report of the company for the year ended 31 March 2012 (“the integrated Shareholders entitled to attend and vote at the annual report”) will be available from 27 July meeting or proxies of such shareholders shall be 2012 on www.naspers.com or on request entitled to participate in the meeting (but not during normal business hours at Naspers’s vote) by electronic communication. Should a registered address, 40 Heerengracht, Cape Town shareholder wish to participate in the meeting 8000 (contact person Lurica Klink) and in by electronic communication, the shareholder Johannesburg at 251 Oak Avenue, Randburg concerned should advise the company thereof 2194 (contact person Gillian Kisbey-Green). by no later than 09:00 on Friday 20 August 2012 by submitting via registered mail addressed to Ordinary resolutions the company (for the attention of Mrs Gillian In order for the ordinary resolutions below to be Kisbey-Green) relevant contact details as well as adopted, the support of a majority of votes full details of the shareholder’s title to securities exercised by shareholders present or issued by the company and proof of identity, in represented by proxy at this meeting is required. the form of certified copies of identity Ordinary resolutions numbers 8 and 9 require documents and share certificates (in the case of the support of at least 75% of the total number 2012 NASPERS INTEGRATED ANNUAL REPORT  145 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Notice of annual general meeting continued of votes which may be exercised by the auditor of that firm who will undertake the shareholders present or represented by proxy at audit) for the period until the next annual this meeting. general meeting of the company. 1. The financial statements of the company and 4. To elect Prof R C C Jafta, Prof D Meyer, the group for the twelve (12) months ended Messrs L P Retief and N P van Heerden and 31 March 2012 and the reports of the Prof H S S Willemse, who retire by rotation directors, the auditor and the audit and, being eligible, offer themselves for committee to be considered and accepted. re-election as directors of the company. The summarised form of the financial Their abridged curricula vitae appear in this statements is attached to this notice. integrated annual report. A copy of the complete annual financial The board unanimously recommends that statements of the company for the financial the re-election of directors in terms of year ended 31 March 2012 can be obtained resolution number 4 be approved by the from 27 July 2012 at www.naspers.com or shareholders of the company. The re-election on request during normal business hours at is to be conducted as a series of votes, each Naspers’s registered address, of which is on the candidacy of a single 40 Heerengracht, Cape Town 8000 (contact individual to fill a single vacancy, and in each person Lurica Klink) and in Johannesburg at vote to fill a vacancy, each voting right 251 Oak Avenue, Randburg 2194 (contact entitled to be exercised may be exercised person Gillian Kisbey-Green). once. 2. The confirmation and approval of payment 5. To appoint the audit committee members as of dividends in relation to the N ordinary and required in terms of the Act and as A ordinary shares of the company as recommended by the King Code of recommended by the board after having Governance for South Africa 2009 (“King III”) applied the solvency and liquidity tests (chapter 3). contemplated in the Act. The board and the nomination committee 3. To reappoint, on the recommendation of the are satisfied that the company’s audit company’s audit committee, the firm committee members are suitably skilled and PricewaterhouseCoopers Inc. as independent experienced independent non-executive registered auditor of the company (noting directors. Collectively they have sufficient that Mr A Wentzel is the individual registered qualifications and experience to fulfil their 146  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSHAREHOLDER AND CORPORATEINFORMATION Notice of annual general meeting continued duties, as contemplated in regulation 42 of their discretion (but subject to the provisions the Companies Regulations 2011. They have a of the Act, and the requirements of the JSE comprehensive understanding of financial Limited (“the JSE”) and any other exchange reporting, internal financial controls, risk on which the shares of the company may be management and governance processes quoted or listed from time to time) the within the company, as well as International unissued shares of the company on such Financial Reporting Standards, South African terms and conditions and to such persons, Statements of Generally Accepted Accounting whether they be shareholders or not, as the Practice and other regulations and guidelines directors at their discretion deem fit. applicable to the company. They keep up to 8. Subject to a minimum of 75% of the votes of date with developments affecting their shareholders of the company present in required skills set. person or by proxy at the annual general The board and the nomination committee meeting and entitled to vote, voting in therefore unanimously recommend favour thereof, the directors be authorised Adv F-A du Plessis, Prof R C C Jafta, and are hereby authorised to issue unissued Messrs B J van der Ross and J J M van Zyl for shares of a class of shares already in issue in election to the audit committee. Their the capital of the company for cash as and abridged curricula vitae appear in this when the opportunity arises, subject to the integrated annual report. requirements of the JSE, including the The appointment of the members of the following: audit committee will be conducted by way of  this authority shall not endure beyond the a separate vote in respect of each individual. earlier of the next annual general meeting 6. To endorse the company’s remuneration of the company or beyond fifteen (15) policy, as set out in the remuneration report months from the date of the meeting contained in this integrated annual report,  that a paid press announcement giving by way of a non-binding advisory vote. full details, including the impact on the 7. To place the authorised but unissued share net asset value and earnings per share, capital of the company under the control of will be published at the time of any issue the directors and to grant, until the representing, on a cumulative basis within conclusion of the next annual general one year, 5% or more of the number of meeting of the company, an unconditional shares of that class in issue prior to the authority to the directors to allot and issue at issue 2012 NASPERS INTEGRATED ANNUAL REPORT  147 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Notice of annual general meeting continued  the aggregate issue of any particular class of 9.3 provisions dealing with distributions and shares in any financial year will not exceed annual dividends made in relation to the 5% of the issued number of that class of shares of the company subject to the shares (including securities which are scheme, and the entitlement of compulsorily convertible into shares of that participants under the scheme and the class) company to such distributions and  that in determining the price at which an annual dividends. issue of shares will be made in terms of this The trust deed of the scheme in its amended authority, the discount at which the shares form will be available for inspection by may be issued may not exceed 10% of the shareholders during normal business hours at weighted average traded price of the shares Naspers’s registered address, 40 Heerengracht, in question, as determined over the thirty Cape Town 8000 (contact person Lurica Klink) (30) business days prior to the date that the and in Johannesburg at 251 Oak Avenue, price of the issue is determined, and Randburg 2194 (contact person Gillian  that the shares will only be issued to “public Kisbey-Green) for a period of fourteen (14) days shareholders” as defined in the Listings prior to the date of this annual general meeting. Requirements of the JSE, and not to related The amendment of the terms of the scheme parties. must be approved by ordinary resolution 9. To approve amendments to the trust deed of requiring a 75% majority of the votes exercised the Naspers share incentive scheme, Masters in favour of such resolution by all shareholders reference IT4713/97 (“the scheme”), present or represented by proxy at the annual comprising: general meeting. Votes attaching to equity 9.1 amendments to certain definitions and securities owned or controlled by persons who text of the trust deed to recognise the are existing participants in the scheme and promulgation of the Companies Act 2008 which have been acquired in terms of the 9.2 the addition of certain definitions and text scheme and may be impacted by the changes, to the trust deed which are aimed at will be excluded from the vote. clarifying the process and principles which shall apply on dissolution of the trust, and 148  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSHAREHOLDER AND CORPORATEINFORMATION Notice of annual general meeting continued Special resolutions The special resolutions set out below require the support of at least 75% of votes exercised by shareholders present or represented by proxy at this meeting in order to be adopted. Special resolutions numbers 1.1 – 1.16 The approval of the remuneration of the non-executive directors for the years ending 31 March 2013 and 31 March 2014, as follows: Board Chair*** Member Committees  Audit committee: Chair  Risk committee: Chair Member Member  Human resources and remuneration committee: Chair Member  Nomination committee: Chair  Social and ethics committee: Chair Member Member Other Naspers representatives on Media24 safety, health and environment committee: Member Trustees of group share schemes/other personnel funds Media24 pension fund: Chair Trustee 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 31 March 2012* 31 March 2013** (proposed) 31 March 2014** (proposed) r2 390 000 r430 000 R2 630 000 R473 000 R2 892 000 R516 000 r280 000 r140 000 r140 000 r70 000 r160 000 r80 000 r60 000 r30 000 R308 000 R154 000 R154 000 R77 000 R180 000 R90 000 R66 000 R33 000 R154 000 R77 000 R332 000 R166 000 R165 000 R82 500 R200 000 R100 000 R79 860 R39 930 R165 000 R82 500 r48 000 R51 000 R54 500 r34 000 r85 500 r57 000 R36 100 R91 200 R60 800 R38 300 R96 750 R64 500 *These fees were approved by shareholders on 26 August 2011. ** The proposed 31 March 2013 and 2014 remuneration is subject to such annual increase as may be retrospectively approved by the shareholders at the 2013 and 2014 Naspers annual general meetings. *** The chair of the board does not receive additional remuneration if he/she is a member of, or chairs any committee of the board. 2012 NASPERS INTEGRATED ANNUAL REPORT  149 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Notice of annual general meeting continued The reason and effect of special resolutions participants thereunder (which may include numbers 1.1 to 1.16 is to grant the company the directors, future directors, prescribed officers authority to pay remuneration to its directors for and future prescribed officers of the company or their services as directors. of a related or inter-related company) Each of the special resolutions numbers (“participants”) for the purpose of, or in 1.1 to 1.16 in respect of each of the proposed connection with, the subscription of any option, 31 March 2013 and the proposed 31 March or any securities, issued or to be issued by the 2014 remuneration will be considered by way company or a related or inter-related company, of a separate vote. or for the purchase of any securities of the company or a related or inter-related company Special resolution number 2 pursuant to the administration and That the board may authorise the company to implementation of the Naspers group generally provide any direct or indirect financial share-based incentive schemes, in each instance assistance in the manner contemplated in and on the terms applicable to the Naspers group subject to the provisions of sections 44 and 45 share-based incentive scheme in question. of the Act to a director or prescribed officer of The reason for and effect of special resolution the company or of a related or inter-related number 2 is to approve generally the provision company, or to a related or inter-related of financial assistance to the potential recipients company or corporation, or to a member of a as set out in the resolution. related or inter-related corporation, pursuant to the authority hereby conferred upon the board Special resolution number 3 for these purposes. This authority shall include That the company or any of its subsidiaries be and extend to the granting of financial and are hereby authorised to acquire N ordinary assistance to the Naspers share incentive shares issued by the company from any person scheme, the other existing group share-based whosoever (including any director or prescribed incentive schemes (details of which appear in officer of the company or any person related to this integrated annual report) and such group any director or prescribed officer of the share-based incentive schemes that are company), in terms of and subject to the Act established in future (collectively “the Naspers and in terms of the rules and requirements of group share-based incentive schemes”) and the JSE being that: 150  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSHAREHOLDER AND CORPORATEINFORMATIONNotice of annual general meeting continued  any such acquisition of N ordinary shares shall average of the market value at which such be effected through the order book operated N ordinary shares are traded on the JSE as by the JSE trading system and done without determined over the five (5) business days any prior understanding or arrangement immediately preceding the date of  this general authority shall be valid until the repurchase of such N ordinary shares by the company’s next annual general meeting, company or any of its subsidiaries provided that it shall not extend beyond  at any point, the company may only appoint fifteen (15) months from the date of passing one agent to effect any repurchase on the of this special resolution company’s behalf  an announcement will be published as soon  the company’s sponsor must confirm the as the company or any of its subsidiaries have adequacy of the company’s working capital acquired N ordinary shares constituting, on for purposes of undertaking the repurchase a cumulative basis, 3% of the number of of N ordinary shares in writing to the JSE N ordinary shares in issue prior to the before entering the market for the repurchase acquisition pursuant to which the aforesaid  the company remaining in compliance with 3% threshold is reached, and for each 3% in aggregate acquired thereafter, containing full details of such acquisitions the minimum shareholder spread requirements of the JSE Listings Requirements, and  acquisitions of N ordinary shares in aggregate  the company and/or its subsidiaries not in any one financial year may not exceed 20% repurchasing any N ordinary shares during a of the company’s N ordinary issued share prohibited period as defined by the JSE capital as at the date of passing of this special Listings Requirements, unless a repurchase resolution programme is in place where dates and  in determining the price at which N ordinary quantities of shares to be traded during the shares issued by the company are acquired prohibited period are fixed and full details of by it or any of its subsidiaries in terms of this the programme have been disclosed in an general authority, the maximum premium at announcement over the Securities Exchange which such N ordinary shares may be News Service (SENS) prior to the acquired will not exceed 10% of the weighted commencement of the prohibited period. 2012 NASPERS INTEGRATED ANNUAL REPORT  151 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Notice of annual general meeting continued Before the general repurchase is effected, the Directors’ responsibility statement directors, having considered the effects of the The directors, whose names appear in the list of repurchase of the maximum number of directors contained in the integrated annual N ordinary shares in terms of the foregoing report, collectively and individually accept full general authority, will ensure that for a period responsibility for the accuracy of the information of twelve (12) months after the date of the pertaining to this special resolution number 3 notice of the annual general meeting: and certify that, to the best of their knowledge  the company and the group will be able, in and belief, there are no facts that have been the ordinary course of business, to pay their omitted which would make any statement false debts  the assets of the company and the group, fairly valued in accordance with International or misleading, and that all reasonable enquiries to ascertain such facts have been made and that special resolution number 3 contains all relevant Financial Reporting Standards, will exceed the information. liabilities of the company and the group, and Material changes  the company and the group’s ordinary share Other than the facts and developments capital, reserves and working capital will be adequate for ordinary business purposes. reported on in the integrated annual report and annual financial statements, there have been no Additional information in respect of the material changes in the affairs or financial following appears in the integrated annual position of the company and its subsidiaries report and in the annual financial statements, since the date of signature of the audit report and is provided in terms of the JSE Listings and up to the date of this notice. Requirements for purposes of the general The directors have no specific intention, at authority:  directors  major shareholders present, for the company to repurchase any of its N ordinary shares, but consider that such a general authority should be put in place should  directors’ interests in ordinary shares, and an opportunity present itself to do so during the  share capital of the company, and litigation. year, which is in the best interests of the company and its shareholders. 152  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSHAREHOLDER AND CORPORATEINFORMATIONNotice of annual general meeting continued The reason for and effect of special resolution general meeting and initialled by the chairman number 3 is to grant the company the authority for purposes of identification. in terms of the Act and the JSE Listings Any shareholder who wishes to acquire a Requirements for the acquisition by the copy of the MOI may do so during the fifteen company, or a subsidiary of the company, of the (15) business-day period prior to and on the company’s N ordinary shares. date of the annual general meeting at Naspers’s registered address, 40 Heerengracht, Cape Town Special resolution number 4 8000 (contact person Lurica Klink) and in That the company or any of its subsidiaries be Johannesburg at 251 Oak Avenue, Randburg and are hereby authorised to acquire A ordinary 2194 (contact person Gillian Kisbey-Green). shares issued by the company from any person The reason for and effect of special resolution whosoever (including any director or prescribed number 5 is that the company will adopt the officer of the company or any person related to MOI in the place of its current memorandum any director or prescribed officer of the and articles of association, which MOI will be in company), in terms of and subject to the Act. line with the Act and the JSE Listings The reason for and effect of special resolution Requirements. The purpose of the MOI is to number 4 is to grant the company the authority regulate the relationship between the company in terms of the Act for the acquisition by the and its shareholders and between shareholders company, or a subsidiary of the company, of the of the company. The MOI contains provisions company’s A ordinary shares. regarding the powers of the company, the issue Special resolution number 5 of shares and the variation of rights (including provisions aimed at maintaining the existing That, pursuant to and in terms of section 16(1) voting relationship between the different classes of the Act, the memorandum and articles of of shareholders of the company), the transfer association of the company be and is hereby and transmission of securities, interests in substituted, in their entirety, by the adoption of securities, the provision of financial assistance by a new memorandum of incorporation (MOI) a the company, capitalisation shares and debt copy of which has been tabled at the annual instruments, rights of shareholders in relation to 2012 NASPERS INTEGRATED ANNUAL REPORT  153 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Notice of annual general meeting continued distributions, meetings, notices, proxies and Other business resolutions, the composition and power of the To transact such other business as may be board and other matters relating to the directors transacted at an annual general meeting. of the company, as well as secretarial matters concerning the governance of the company. By order of the board Ordinary resolution 10. Each of the directors of the company is hereby authorised to do all things, perform all acts and sign all documentation necessary to effect the implementation of G Kisbey-Green Company secretary the ordinary and special resolutions 29 June 2012 adopted at this annual general meeting. Cape Town 154  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSHAREHOLDER AND CORPORATEINFORMATION Form of proxy Naspers Limited Incorporated in the Republic of South Africa Registration number: 1925/001431/06 LSE code: NPSN (“the company”) JSE code: NPN ISIN: ZAE000015889 Ninety-eighth annual general meeting of shareholders For use by holders of certificated shares or “own name” dematerialised shareholders at the ninety-eighth annual general meeting of shareholders of the company to be held on the 17th floor of the Naspers Centre, 40 Heerengracht, Cape Town, South Africa on Friday 31 August 2012 at 11:15. I/We of being a holder of “own name” dematerialised shares of Naspers and entitled to (see note 1) 1. 2. (please print) certificated shares or votes hereby appoint, or, failing him/her, or, failing him/her, 3. the chairman of the annual general meeting as my/our proxy to act for me/us at the annual general meeting, which will be held in the boardroom on the 17th floor, Naspers Centre, 40 Heerengracht in Cape Town on Friday 31 August 2012 at 11:15 for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at each adjournment or postponement thereof, and to vote for or against the resolutions and/or abstain from voting in respect of the shares in the issued share capital of the company registered in my/our name(s) (see note 2) as follows: In favour of Against Abstain Ordinary resolutions 1. 2. 3. 4. 4.1 4.2 Approval of annual financial statements Confirmation and approval of payment of dividends Reappointment of PricewaterhouseCoopers Inc. as auditor To elect the following directors: Prof R C C Jafta Prof D Meyer 4.3 Mr L P Retief 4.4 Mr N P van Heerden 4.5 Prof H S S Willemse 5. Appointment of the following audit committee members: 5.1 Adv F-A du Plessis 5.2 Prof R C C Jafta 5.3 Mr B J van der Ross 5.4 Mr J J M van Zyl 2012 NASPERS INTEGRATED ANNUAL REPORT  155 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP In favour of Against Abstain Form of proxy continued 6. 7. 8. 9. To endorse the company’s remuneration policy Approval of general authority placing unissued shares under the control of the directors Approval of issue of shares for cash Approval of amendments to the trust deed of the Naspers share incentive scheme 10. Authorisation to implement all resolutions adopted at annual general meeting Special resolution number 1 Approval of the remuneration of the non-executive directors: Proposed 31 March 2013 1.1 Board – chair 1.2 Board – member 1.3 Audit committee – chair 1.4 Audit committee – member 1.5 Risk committee – chair 1.6 Risk committee – member 1.7 Human resources and remuneration committee – chair 1.8 Human resources and remuneration committee – member 1.9 Nomination committee – chair 1.10 Nomination committee – member 1.11 Social and ethics committee – chair 1.12 Social and ethics committee – member 1.13 Naspers representatives on the Media24 safety, health and environment committee 1.14 Trustees of group share schemes/other personnel funds 1.15 Chair of Media24 pension fund 1.16 Trustees of Media24 pension fund Proposed 31 March 2014 1.1 Board – chair 1.2 Board – member 1.3 Audit committee – chair 156  2012 NASPERS INTEGRATED ANNUAL REPORT FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSHAREHOLDER AND CORPORATEINFORMATIONIn favour of Against Abstain Form of proxy continued 1.4 Audit committee – member 1.5 Risk committee – chair 1.6 Risk committee – member 1.7 Human resources and remuneration committee – chair 1.8 Human resources and remuneration committee – member 1.9 Nomination committee – chair 1.10 Nomination committee – member 1.11 Social and ethics committee – chair 1.12 Social and ethics committee – member 1.13 Naspers representatives on the Media24 safety, health and environment committee 1.14 Trustees of group share schemes/other personnel funds 1.15 Chair of Media24 pension fund 1.16 Trustees of Media24 pension fund Special resolution number 2 Approve generally the provision of financial assistance Special resolution number 3 General authority for the company or its subsidiaries to acquire N ordinary shares in the company Special resolution number 4 General authority for the company or its subsidiaries to acquire A ordinary shares in the company Special resolution number 5 Approval of new memorandum of incorporation and generally to act as my/our proxy at the said annual general meeting (tick whichever is applicable. If no indication is given, the proxy holder will be entitled to vote or to abstain from voting as the proxy holder deems fit). Signed at Signature on this day of 2012. Assisted (where applicable) 2012 NASPERS INTEGRATED ANNUAL REPORT  157 FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP Notes to form of proxy 1. 2. 3. The following provisions shall apply in relation to proxies: 1.1 a shareholder of the company may appoint any individual (including an individual who is not a shareholder of the company) as a proxy to participate in, and speak and vote at, the annual general meeting of the company 1.2 a shareholder may appoint two or more persons concurrently as proxies and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder 1.3 a proxy instrument must be in writing, dated and signed by the shareholder 1.4 a proxy may delegate the proxy’s authority to act on behalf of the shareholder to another person subject to any restrictions set out in the instrument appointing the proxy 1.5 a copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the company, before the proxy exercises any rights of the shareholder at the annual general meeting 1.6 irrespective of the form of instrument used to appoint the proxy (i) the appointment is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder (ii) the appointment is revocable unless the proxy appointment expressly states otherwise and (iii) if the appointment is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing or making a later inconsistent appointment of a proxy and delivering a copy of the revocation instrument to the proxy and the company, and 1.7 the proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction except to the extent that the memorandum of incorporation of the company, or the instrument appointing the proxy, provides otherwise. A certificated or “own name” dematerialised shareholder may insert the names of two alternative proxies of the shareholder’s choice in the space provided, with or without deleting “the chairman of the annual general meeting”. The person whose name appears first on the form of proxy and whose name has not been deleted and who attends the meeting will be entitled and authorised to act as proxy to the exclusion of those whose names follow. A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate space provided. Failure to comply herewith will be deemed to authorise the proxy to vote at the annual general meeting as he/she deems fit in respect of the shareholder’s votes exercisable at that meeting, but where the proxy is the chairman, failure to so comply will be deemed to authorise the chairman to 158  2012 NASPERS INTEGRATED ANNUAL REPORT 4. 5. 6. 7. vote in favour of the resolutions. A shareholder or his/ her proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy. Forms of proxy must be lodged at or posted to the transfer secretaries of the company, Link Market Services South Africa (Proprietary) Limited, 13th floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001 or PO Box 4844, Johannesburg 2000 to be received by not later than 11:15 on Thursday 30 August 2012, or such later date if the annual general meeting is postponed. The completion and lodging of this form of proxy will not preclude the certificated shareholder or “own name” dematerialised shareholder from attending the annual general meeting and speaking and voting in person at the meeting to the exclusion of any proxy appointed in terms hereof. An instrument of proxy shall be valid for any adjournment or postponement of the annual general meeting as well as for the meeting to which it relates, unless the contrary is stated therein but shall not be used at the resumption of an adjourned annual general meeting if it could not have been used at the annual general meeting from which it was adjourned for any reason other than that it was not lodged timeously for the meeting from which the adjournment took place. A vote cast or act done in accordance with the terms of a form of proxy shall be deemed to be valid despite:  the death, insanity, or any other legal disability of the person appointing the proxy, or  the revocation of the proxy, or  the transfer of a share in respect of which the proxy was given, unless notice as to any of the abovementioned matters shall have been received by the company at its registered office or by the chairman of the annual general meeting at the place of the annual general meeting if not held at the registered office, before the commencement or resumption (if adjourned) of the annual general meeting at which the vote was cast or the act was done or before the poll on which the vote was cast. 8. The authority of a person signing the form of proxy: 8.1 under a power of attorney, or 8.2 on behalf of a company or close corporation or trust, must be attached to the form of proxy unless the full power of attorney has already been received by the company or the transfer secretaries. 9. Where shares are held jointly, all joint holders must sign. 10. Dematerialised shareholders, other than by “own name” registration, must NOT complete this form of proxy and must provide their central securities depository participant (CSDP) or broker of their voting instructions in terms of the custody agreement entered into between such shareholders and their CSDP and/or broker. 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