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.
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28 2012 NASPERS INTEGRATED ANNUAL REPORT
FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP
How we manage the issue
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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.
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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.
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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.
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32 2012 NASPERS INTEGRATED ANNUAL REPORT
FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP
How we manage the issue
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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.
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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).
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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.
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40 2012 NASPERS INTEGRATED ANNUAL REPORT
FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUP
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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
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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
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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
FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPMultiChoice Nigeria:workforce splitBuscape:workforce splitAllegro:workforce splitAllegro:workforce splitMultiChoice SA:workforce splitMedia24: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
FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPMultiChoice SA:employment equityMedia24: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
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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
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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
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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
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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
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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
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performance
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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.
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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
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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
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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.
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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
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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
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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
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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
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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.
FINANCIALINFORMATIONGOVERNANCEPERFORMANCEGROUPSHAREHOLDER AND CORPORATEINFORMATION
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