Naspers Ltd Annual Report 2015

FY2015 Annual Report · Naspers Ltd
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A global platform operator

integrated annual report 2015

 
Contents

About this report

Scope of this report and assurance

Forward-looking statements
Statement of the board of directors on the 
integrated annual report

The Naspers group
About Naspers
Our values
Our purpose
What we do
How we do it

Our business
Key ﬁgures for 2015
Operational snapshot
Chair’s report
Chief executive’s report
Our strategy
How we manage risk
Stakeholder engagement
Balancing proﬁt, people and our planet
Value added statement

Performance review
Financial review
Operational review
(cid:3)(cid:90) Internet
(cid:3)(cid:90) Video entertainment
(cid:3)(cid:90) Media24

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14
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58
64

Non-ﬁnancial review
(cid:3)(cid:90) Sustainable investment
(cid:3)(cid:90) Focus areas
(cid:3)(cid:90) Contributing to our communities
(cid:3)(cid:90) Transformation
(cid:3)(cid:90) Black economic empowerment partners
(cid:3)(cid:90) People
(cid:3)(cid:90) Environment
(cid:3)(cid:90) Awards

Corporate governance
Corporate governance
Our board
Remuneration report
Social and ethics committee report
Report of the audit committee

Financial
Summarised consolidated annual ﬁnancial 
statements

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71
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79
82

86
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100
114
116

120

Shareholder and corporate 
information
Administration and corporate information
142
Analysis of shareholders and shareholders’ diary 143
144
Notice of annual general meeting
155
Appendix
161
Form of proxy and notes to form of proxy

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About this report

 Scope of this report 
and assurance

Our integrated annual report combines ﬁnancial 

and non-ﬁnancial information for the year from 

1 April 2014 to 31 March 2015 giving a full 

understanding of our group’s performance. It was 

prepared using the guidelines of the Global 

Our South African subsidiaries publish separate 

integrated reports on www.multichoice.co.za, 

www.media24.com and www.novus.holdings.

Group reporting standards are continually being 

developed to make our disclosure more 

meaningful and measurable for stakeholders. This 

report excludes ﬁnancial and non-ﬁnancial targets 

Reporting Initiative (GRI G4), recommendations of 

or forward-looking statements other than 

the King Report on Corporate Governance in South 

explained below.

Africa 2009 (King III), the International Integrated 

Information extracted from the audited 

Reporting Council Framework, requirements of 

the Companies Act No 71 of 2008 (“Companies 

Act”), and International Financial Reporting 

Standards (IFRS). 

Naspers Limited consolidated annual ﬁnancial 

statements for the year ended 31 March 2015 

has been included in this integrated annual 

report. Refer to page 121 for the 

This report includes the ﬁnancial performance 

PricewaterhouseCoopers Inc. (PwC) report. South 

of the Naspers group and its subsidiaries, joint 

ventures and associates. The scope of reporting 

on non-ﬁnancial performance is indicated in the 

detail of the report.

African broad-based black economic 

empowerment (BBBEE) information was veriﬁed 

by Empowerlogic (MultiChoice) and AQRate 

Veriﬁcation Services (Media24).

 Forward-looking statements

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
About this report (continued)

 Statement of the board of directors on the integrated 
annual report

The audit committee and board reviewed the integrated annual report and the board approved the 

report. The summarised consolidated annual ﬁnancial statements were prepared in accordance with 

IFRS and the South African Companies Act, while the integrated annual report was prepared using the 

guidelines of the Global Reporting Initiative (GRI G4), recommendations of the King Report on Corporate 

Governance in South Africa 2009 (King III) and the International Integrated Reporting Council 

Framework. 

In our opinion the integrated annual report and ﬁnancial statements fairly reﬂect the true ﬁnancial 

position of the group at 31 March 2015 and its operations during this period.

On behalf of the board

Koos Bekker

Chair

Cape Town

26 June 2015

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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About Naspers

Our values

Above all, we solve  
problems for customers

(cid:29)(cid:3)We love 
transactions

(cid:29)(cid:3)We value 
cultural diversity

(cid:29)(cid:3)We aim 
to be useful to the 

communities we serve

(cid:29)(cid:3)We create  
an environment  

for entrepreneurs  

to succeed

(cid:29)(cid:3)We love 
to innovate

(cid:29)(cid:3)We do 
business with integrity 

and within the law

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
About Naspers (continued)

Our purpose What we do How we do it

Enriching  

communities with 

content and commerce.

We develop  

outstanding products  

At heart, we are 

entrepreneurs. 

for customers in markets 

We push for performance 

with growth potential. 

in everything we do. 

We enable better 

We back local teams, and 

commerce, entertainment 

learn from each other. 

and information.

We’re nimble and seize 

opportunities. Doing the 

right thing is our guiding 

principle.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Our business

Introduction

Over the decades we have transformed thoroughly. Starting as 
a single-country newspaper group, we risked becoming an 
early investor in pay television and mobile telephony in one 
country. Then we grew into a video-entertainment leader and 
a major global consumer internet and ecommerce group in 
over 130 countries. Looking at our business as a whole on an 
economic interest basis and including our share of associates 
and joint ventures, almost 60% of our revenues are now 
derived from internet and ecommerce segments. Below 
30% of our revenues are sourced in South Africa.

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Our business (continued)

Today Naspers is a broad-based group with operations in ecommerce (especially online classiﬁeds, 

etail, marketplaces, online services and payments) and other internet services, video entertainment 

and print media. We operate mainly in markets with high growth potential – Africa, China, Latin 

America, Central and Eastern Europe, Russia, India, Southeast Asia and the Middle East. Most of our 

businesses are market leaders in their sectors.

Naspers has its primary listing on the JSE Limited’s stock exchange (JSE) in South Africa, where it 

forms part of the Top 10 index. It also has a level I American Depository Receipt programme (ADR) 

listing on the London Stock Exchange (LSE) and trades on an over-the-counter (OTC) basis. 

International investors are therefore able to buy and sell Naspers securities either through the 

appropriate OTC market, on the LSE or JSE (details on page 142). (However, most trades de facto 

take place on the JSE.)

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Our business (continued)

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CLASSIFIEDS

ETAIL

MARKETPLACES

C2C

ONLINE
COMPARISON
SHOPPING

B2C

PAYMENTS

ONLINE SERVICES

Ecommerce

Internet

A GLOBAL PLATFORM OPERATOR

Given our aim to be a player in selected ecommerce markets, global business units were reshaped 

under dedicated, specialised management. This improved clarity in terms of strategy, technology, 

systems and talent management. In addition, vertical (versus geographic) business specialisation leads 

to faster sharing of knowledge and innovation.

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Our business (continued)

AFRICA

ENRICHING LIVES

DTT

DTH

Listed

Video entertainment

Print

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Our business (continued)

 Internet

Our internet assets are spread across Eastern and 

Central Europe, China, Russia, Latin America, India, 

Southeast  Asia,  Africa  and  the  Middle  East.  We 

(cid:3)(cid:79) Business-to-consumer (B2C)

 − Etail

 − Marketplaces

 − Online comparison shopping

offer  a  broad  range  of  services,  but  focus  on 

 − Payments

ecommerce. Notably:

(cid:3)(cid:90) Ecommerce platforms

(cid:3)(cid:79) Consumer-to-consumer (C2C)

 − Classiﬁeds (mainly general classiﬁeds 

sites, with some property verticals)

 − Online services such as travel and 

food ordering

(cid:3)(cid:90) Listed investments

(cid:3)(cid:79) Tencent

(cid:3)(cid:79) Mail.ru

We believe ecommerce will be the largest 

segment of the internet in most global markets in 

years to come. Ecommerce is now gaining 

traction, supported by the proliferation of 

smartphones and greater adoption of mobile 

devices by consumers.

CLASSIFIEDS

ETAIL

MARKETPLACES

C2C

ONLINE
COMPARISON
SHOPPING

B2C

PAYMENTS

ONLINE SERVICES

Ecommerce

Internet

10  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Our business (continued)

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 Ecommerce sector by category
(cid:3)(cid:90) Etail: We are building B2C etail businesses 

that help consumers purchase goods and 

services through online platforms. 

In several markets we hold inventory for 

inventory directly. Revenues from these 

marketplaces include commission charged 

on successful transactions, as well as listing 

and promotional fees. In many markets we 

combine the ﬁrst-party etail and third-party 

sale in our own warehouses and fulﬁlment 

models.

centres and deliver items to the end 

consumer via owned or third-party 

distribution systems. Tight working capital 

management and merchandising expertise 

are key to producing economic returns. 

In other markets our platforms facilitate 

third-party B2C and C2C transactions. In 

these cases we offer sales management 

tools and trafﬁc generation, but do not hold 

We also offer online price-comparison 

services where consumers can source 

information on the speciﬁcations and 

product pricing from multiple vendors. We 

receive a fee from vendors for leads 

generated and/or transactions completed. 

(cid:3)(cid:90) Classiﬁeds: We operate online classiﬁeds 

platforms that facilitate local commerce in 

categories including items for sale, job 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  11

 
Our business (continued)

opportunities, services for hire, homes for sale 

mobile-ﬁrst and mobile-only services such as 

and rent, and much more. Revenues from 

food ordering, and other mobile value-added 

classiﬁeds include listing and promotional fees 

services. 

as well as third-party advertising. 

The business model requires signiﬁcant 

upfront investment to build market 

leadership, with monetisation coming later. 

 Video entertainment 
(previously pay television)
We operate video-entertainment platforms in 

This often translates into several years of 

sub-Saharan Africa. Our strategy is to deliver 

losses before proﬁts are made.

quality entertainment “anytime, anywhere and on 

(cid:3)(cid:90) Payments: Under the PayU brand, we offer 

any device”. Various technologies are used to 

safe and easy payment for goods and services 

offer direct-to-home (DTH) satellite, digital 

bought online. These are available to 

terrestrial television (DTT), online and mobile 

consumers on our own ecommerce platforms, 

services. We also develop content protection and 

as well as platforms operated by third parties. 

access-management technologies for internet, 

We differentiate our solutions by offering a 

video-entertainment and mobile platforms. 

broad range of local payment options to our 

customers and good conversion of interest to 
customers and good conversion of interest to 

Main operations include:

sales for our merchants.
sales for our merchants.

(cid:3)(cid:90) MultiChoice: Leading provider of video-

(cid:90) Online services: We invest in emerging 
(cid:3)(cid:90) Online services: We invest in emerging 

entertainment services, including online and 

opportunities, such as online travel, and
opportunities, such as online travel, and 

mobile. The brands DStv, GOtv, BoxOfﬁce and 

DStv Catch Up serve some 10m households in 

50 African countries.

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
(cid:3)(cid:90) GOtv: Leading provider of DTT video-

entertainment services in Africa, with 

operations in eight countries and 114 

cities. 

(cid:3)(cid:90) M-Net: General channel provider, sourcing 

content from international content owners 

and commissioning local productions.

(cid:3)(cid:90) SuperSport: Premier funder and 

broadcaster of sport content across the 

African continent.

(cid:3)(cid:90) MWEB: Consumer-focused internet service 

provider in South Africa.

(cid:3)(cid:90) Irdeto: Global provider of content security 

management and delivery for pay-media 

companies.

 Print 

This segment comprises primarily digital media, 

newspapers, magazines, printing, distribution, 

book-publishing businesses and ecommerce 

ventures in South Africa. Our main operations 

include:

(cid:3)(cid:90) Media24: Interests in newspapers, magazines 

and digital media, as well as printing, 

distribution, book publishing, ecommerce and 

ﬁnancial data. Most of our businesses are 

market leaders in their sectors. Activities are 

conducted primarily in South Africa, with 

some operations in neighbouring countries 

and expansion into select territories in the rest 

of Africa, such as Nigeria and Kenya.

(cid:3)(cid:90) 24.com: A leading digital publisher in Africa. 

(cid:3)(cid:90) Careers24: Leading recruitment site in South 

Africa.

(cid:3)(cid:90) Spree: Leading online fashion retailer in South 

Africa.

Our business (continued)

(cid:3)(cid:90) Novus Holdings Limited (“Novus Holdings”) 

(listed on the JSE in March 2015, previously 

Paarl Media Group): A leading printing and 

manufacturing group in Africa.

(cid:3)(cid:90) Book publishing: Leading position in the 

South African trade publishing market through 

Jonathan Ball Publishers and NB Publishers.

(cid:4)(cid:5)
(cid:3)
(cid:1)

(cid:2)(cid:3)(cid:1)(cid:2)

OUR LIVES. OUR PAPER.

Tuesday 6 January 2015

(cid:1)(cid:2)(cid:7) (cid:14)(cid:8)(cid:13)
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PRICE: R3,20 nationwide  (cid:1)(cid:1)

We’ve finished the race!
We’ve finished the race!

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                Photo  by 
        Lucky  Maibi

Full story on P2

BIG FISH 
STILL 
SWIMS!

ALIVE  AND  KICKING: 
Sipho  Makhabane  is 
recovering  in 
hospital. 
  Photo  by  Alex  Mkhize 

Makhabane: 
I’m not dead

By  AARON  DUBE
COMMENTS  from  sad  fans  about  Big
Fish’s death are still trending on Face-
book, Twitter and Whatsapp . . . 

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CONTINUED  ON  PAGE  2

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R’m

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Key ﬁgures for 2015

Revenue(1)

R’m

Trading profit(1)

150 000

120 000

90 000

60 000

30 000

0

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Core HEPS

cents

Free cash flow

3 000

2 500

2 000

1 500

1 000

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0

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(1 000)

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Development spend(1)

500

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300

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100

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(1)  Including associates and joint ventures on a proportionate basis.
(2)  We report a free cash outﬂow in the current year of R515m, largely due to increased capital expenditure to build our DTT footprint 

and in-country video-entertainment production facilities in East and West Africa.

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Operational snapshot

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 Users and services 

(cid:3)(cid:90) We are now market leader in transactions in 

(cid:3)(cid:90) Mobile internet remains a battleground in all 

online travel in India, as well as online food 

internet service categories. Online retail (etail) 

delivery in Brazil.

and classiﬁeds are growing fast in a changing 

(cid:3)(cid:90) Our consolidated PayU brand gives buyers and 

ecommerce landscape. Business models are 

sellers efﬁcient and secure payment solutions.

evolving to match customers’ increasing 

(cid:3)(cid:90) Tencent continues to build next generation 

expectations.

online-to-ofﬂine (O2O) services by investing 

(cid:3)(cid:90) We are now the world’s largest classiﬁeds 

and partnering with leading companies such 

group measured by users and net new 

as 58.com, Dianping and Koudai. User 

listings.

engagement is increasing by providing local 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Operational snapshot (continued)

services to users such as transportation, 

resources team to address this competitive 

lifestyle, restaurant bookings and movie 

challenge and focus on critical talent topics:

tickets. 

(cid:3)(cid:90) Attracting senior talent with capabilities that 

(cid:3)(cid:90) MultiChoice’s “TV everywhere” strategy gained 

are in short supply globally, such as mobile 

traction with the launch of Connected Services 

technology and ecommerce general 

that offers customers access to a greater 

management. 

selection of entertainment. The DStv Catch Up 

(cid:3)(cid:90) Ensuring our compensation packages remain 

service provides an expanded catalogue of 

competitive.

over 1 200 hours of content and gives DStv 

(cid:3)(cid:90) Ensuring we remain an attractive place to 

Premium PVR customers access to content via 

work for our people, and a respected partner 

their mobile devices in the form of 19 linear 

and investor for our entrepreneurs and 

channels (including events channels) and 

founders.

some 1 600 DStv Catch Up titles. 

(cid:3)(cid:90) Supporting skills and capability development.

(cid:3)(cid:90) The launch of DStv Now enabled our DStv 

Premium PVR customers to watch the latest 

movies, series, live sport and DStv Catch Up 

 Socio-economic development
(cid:3)(cid:90)  In South Africa some R2,7bn was spent on 

content on their tablets or smartphones – 

local sport and content during the ﬁnancial 

anywhere, any time. MultiChoice also 

year. SuperSport is by far the biggest funder of 

introduced an enhanced kids’ catalogue, DStv 

local sports on the African continent.

Kids, on PVR and through the DStv Now app.

(cid:3)(cid:90) We introduced the MultiChoice Diski Challenge, 

(cid:3)(cid:90) BoxOfﬁce, MultiChoice’s video-on-demand 

which focuses on youth development through 

service continued to grow with a monthly 

a reserve league for the Premier Soccer League 

average of 600 000 movie rentals. The 

(PSL). This is a countrywide initiative run by the 

catalogue was expanded to 20 titles on the 

PSL and has been well received.

DStv Explora and an average of 100 titles 

online.

(cid:3)(cid:90) Our news and content businesses are 

investing in digital, particularly mobile 

delivery, while managing costs in a 

challenging environment.

 Our people

Competition for the best talent is increasing in 

most markets. We have created a group human 

16  

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Operational snapshot (continued)

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(cid:3)(cid:90) Media24 focuses on education, digital media 

training and enterprise development: Most 

weeks each year, the ﬂagship weekly 

magazines Huisgenoot, YOU and DRUM publish 

supplementary educational material that is in 

line with the school curriculum and used by 

teachers, learners and parents. The company 

plays a signiﬁcant role in developing small 

independent publishers of community titles and 

provided digital media training to 150 members 

of the Association of Independent Publishers 

community willing to help others, with relevant 

(AIP). Its ﬂagship Corporate Social Investment 

non-governmental organisations seeking funds.

(CSI) project, WeCan24, is a mobile-based 

(cid:3)(cid:90) The eMAG Foundation was launched by our 

national digital news schools network, which 

leading Romanian etail business. Its ﬂagship 

equips budding journalists with the technical 

projects aim to revitalise the Romanian 

platforms and journalistic skills to run their own 

educational system and include: Aiming for the 

online school news sites.

Olympiad – supporting children and teachers 

(cid:3)(cid:90) A new echarity platform (charytatywni.allegro.pl) 

who aim to achieve higher performance in 

was created to better connect an online 

education.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Chair’s report

We strengthened our position  
in most markets by investing in 
people, technology, content  
and marketing.
Koos Bekker

 Overview 

We are pleased to present our integrated 

annual report for the year to 31 March 2015 

to stakeholders. 

Results for the review period reﬂect good 

progress across our video-entertainment 

(previously “pay-television”) and internet 

platforms. We strengthened our position 

in most markets by investing in people, 

technology, content and marketing – 

leading to growth ahead of competitors. 

Notably strong growth was seen in our 

Core headline earnings, a measure we view 

classiﬁeds and etail businesses, with both 

as a reliable indicator of our sustainable 

formats gaining market share. Our position 

operating performance, grew 30% to R11,2bn 

in mobile offerings strengthened versus 

(2014: R8,6bn). This was mainly due to 

competitors. 

Core headline 
earnings grew

30%

to R11,2bn

contributions from Tencent and some of our 

proﬁtable ecommerce businesses. Taking 

a 10-year view, the group has grown 

segment revenues at a compounded 

annual rate of around 27%, 
annua

and trading 

proﬁts at 

25%. 

18  

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Chair’s report (continued)

Segment revenue(1)

R’m

150 000

120 000

90 000

60 000

30 000

0

R’m

25 000

20 000

15 000

10 000

5 000

0

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

Segment trading profit(1)

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

(1)  Including associates and joint ventures on a proportionate basis.

Our listed internet investments Tencent 

language and culture, creating an 

(particularly) and Mail.ru (less so) were major 

entrepreneurial spirit and a quality workforce. 

contributors to our equity-accounted results, 

increasing to R16,4bn (2014: R10,8bn). We 

 Governance 

congratulate them on their excellent 

As a multinational group, our risks differ by 

management skills.

jurisdiction as detailed in the risk management 

Our video-entertainment business made solid 

section of this report. The board conducts the 

progress, passing a milestone to close at over 

group’s business with integrity, applying 

10,2m subscribers. In March 2015 Media24 

appropriate corporate governance policies and 

successfully listed its printing business, Novus 

principles. Where Naspers subsidiaries are 

Holdings, raising R1,1bn in cash with this listing.

governed by independent boards of directors, 

Looking ahead, we hope to build sustainable 

these apply suitable governance practices and 

positions in growing markets. We focus on local 

their committees are mandated to comply with 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Chair’s report (Continued)

relevant requirements. Naspers has a legal 

portfolio has its own unique challenges. 

compliance programme, detailed on page 87.

However, a beneﬁt of operating in multiple 

The Naspers board is informed of subsidiary 

countries and embracing multiple technologies is 

activities via a disciplined reporting structure. 

that the aggregate risk proﬁle is spread. 

Strategies and business plans for ﬁnancial and 

Surviving in such a dynamic environment, 

non-ﬁnancial elements of operations are 

however, requires planning and agility.

regularly reviewed. Part of management’s 

During the review period, the use of internet 

remuneration is based on performance against 

services continued to expand. The global 

targets (ﬁnancial and operational), individual and 

internet audience is forecast to pass the 3bn 

group objectives, and is linked to strategic 

user mark in 2015 and more than half the 

objectives. 

world’s population is expected to be connected 

We continually evaluate areas where 

to the internet by 2018. Mobile is leading the 

governance can be improved. This is detailed in 

charge as the most disruptive innovation in the 

our application of King III in the governance 

technology/internet space. 

frameworks of Naspers, MultiChoice and 

While internet access in various forms is 

Media24 on page 86 (http://www.naspers-

creating opportunities for our internet ventures, 

reports.com/2015/corporate-governance.php).

it also requires our video-entertainment 

 Environment in which we 
operate 

businesses to adapt fast. Personal video 

recorders (PVRs) make on-demand television a 

reality and, in sub-Saharan Africa, the advent of 

The 2014 calendar year was a turbulent one for 

DTT networks is addressing a mass market that 

the global economy, with widely diverging 

cannot afford satellite video entertainment.

impact. Each country and business in our 

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Chair’s report (continued)

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Ecommerce continues to take market share 

main South African units, MultiChoice and 

from bricks-and-mortar shops. Over the next 

Media24, are complying with South African 

decade ecommerce is on track to emerge as the 

broad-based black economic empowerment 

largest section of the internet in most countries 

(BBBEE) requirements. 

around the world.

In a broader regulatory environment that 

continues to evolve, we operate a legal and 

 Managing sustainability
Naspers invests massively to create useful 

regulatory compliance programme. African 

products and services for customers. If successful, 

countries are now strengthening broadcasting 

this will yield a sustainable return to investors. 

regulation and new competition legislation is 

However, our obligations as a corporate citizen 

being introduced. Elsewhere in the world 

demand that we respect the natural environment 

internet regulation is ramping up. Naspers’s 

and limit our impact as far as possible.

licences to provide services are subject to 

The Naspers group follows a structured 

conditions that may change over time. Equally, 

approach to its sustainability strategy. Our 

our newspaper and magazine businesses are 

governance model and ethical principles are 

subject to several regulatory impacts. Our two 

communicated throughout the group. 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Chair’s report (Continued)

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Our approach to sustainability is described 

we are focused on attracting, developing and 

below. 

retaining the best people. 

Flowing from our business activities are 

The board determines strategy and is 

investments in countries where we operate. We 

ultimately responsible for overseeing our group’s 

create business for local suppliers, employ 

performance. Management teams across our 

people and pay taxes and levies to governments, 

businesses implement these strategies, guided 

which in turn helps to improve communities. 

by the group’s code of business ethics and 

Our products and services directly affect local 

conduct. 

societies. Since each community has its 

The board is responsible for the integrity of 

challenges, each business makes a difference to 

our integrated reporting. It tasked the audit and 

its local community by contributing in line with 

risk committees to oversee sustainability issues 

our strengths and know-how. 

and to ensure that information is reliable and 

Our people are a priority. There is a global 

comparable to ﬁnancial results.

shortage of talent and in some of our disciplines 

22  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Chair’s report (continued)

In our social interactions, we focus in 

listed N ordinary share, and 94 cents (previously 

particular on challenges such as education, skills 

85 cents) per unlisted A ordinary share. If 

development and environmental sustainability. 

conﬁrmed by shareholders at the annual 

Our aim is to improve the living conditions of our 

general meeting on 28 August 2015, dividends 

employees, their families and the communities 

will be payable to shareholders recorded in the 

in which we operate, ultimately balancing proﬁt, 

books on Friday 18 September 2015. It will be  

people and planet. 

released on Monday 21 September 2015.  

For more details, refer to the governance and 

The last date to trade cum dividend will be 

sustainability section on our corporate website, 

Friday 11 September 2015 (shares therefore  

www.naspers.com. 

 Dividend 

The board recommends that the annual gross 

dividend be increased 

11% to 470 cents 

(previously 

425 cents) per 

to trade ex dividend from Monday 

14 September 2015). Share certiﬁcates  

may not be dematerialised or rematerialised 

between Monday  

14 September 2015 and 

Friday 18 September 2015,  

both dates inclusive.

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Chair’s report (Continued)

The dividend will be declared from income 

reserves. It will be subject to a dividend tax rate 

of 15%, yielding a net dividend of 399,5 cents 

per listed N ordinary share and 79,9 cents per 

unlisted A ordinary share to those shareholders 

not exempt from paying dividend tax. Such 

dividend tax will amount to 70,5 cents per listed 

N ordinary share and 14,1 cents per unlisted A 

ordinary share. The issued ordinary share capital 

as at 26 June 2015 was 419 203 470 N ordinary 

shares and 712 131 A ordinary shares. 

The company’s income tax reference number 

is 9550138714.

 Directors 

Dividend of

470c

per N ordinary 
share

During the ﬁnancial year several changes to the 

with insight and tact for 23 years. Mr van Zyl 

board concurred. 

was appointed to Naspers in January 1988 and 

Mr Steve Pacak (our excellent ﬁnancial 

served as independent lead director and on 

director) retired on 30 June 2014 from his 

various other group structures. Mr van Zyl very 

executive position. Mr Basil Sgourdos was 

ably chaired the Naspers audit, risk, and social 

appointed to the board as ﬁnancial director 

and ethics committees. Mr Ma has served on 

effective 1 July 2014. Mr Pacak became a 

the board since 2013 and other group boards 

non-executive director.

and committees since February 2003 and 

On 15 January 2015 Mr Mark Sorour, our 

provided valuable input. Furthermore, with 

experienced head of mergers and acquisitions, 

effect from 29 May 2015 Naspers’s non-

and already an alternate executive director, was 

executive director, Adv Fran du Plessis resigned 

appointed as an executive director.

from the board, having made valued 

Subsequent to the ﬁnancial year-end on 

contributions to various other group structures 

17 April 2015, Mr Ton Vosloo, non-executive 

and committees since October 2003. 

chair, as well as independent non-executive 

The board expressed its deep gratitude to 

directors Messrs Boetie van Zyl and Yuanhe Ma, 

these directors for their commitment to our 

retired from the board. In addition, I rejoined the 

group over many years. Their unique 

board as non-executive chair. Mr Vosloo served 

contributions were highly appreciated and will 

with great distinction on the Naspers board since 

be missed.

March 1983. He chaired Naspers, as well as 

In terms of the company’s memorandum of 

various group companies and board committees 

incorporation, one third of non-executive 

24  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Chair’s report (continued)

directors retires annually and reappointment is 

In compliance with the Companies Act, 

not automatic. Messrs Craig Enenstein, Don 

shareholders will be asked to consider these 

Eriksson, Fred Phaswana and Ben van der Ross 

proposals at the annual general meeting. The 

retire by rotation at the annual general meeting 

abridged curricula vitae of all directors appear on 

but, being eligible, offer themselves for 

pages 92 to 97.

re-election. 

I thank my fellow board members for their 

At the annual general meeting shareholders 

highly valued guidance and support during 

will be asked to conﬁrm these appointments and 

another successful year. Our board appreciates 

to consider the re-election of these directors 

the commitment of our top executives under 

(see notice on page 146). 

Mr Bob van Dijk. Also our management teams 

On 9 June 2015 Prof Rachel Jafta was 

and our employees around the world. We 

appointed to Naspers’s audit and risk committees. 

appreciate their enthusiasm and enterprise.

Members of the audit committee are now 

Messrs Don Eriksson and Ben van der Ross 

and Prof Rachel Jafta. The board recommends 

shareholders reappoint them as audit committee 

members. On 17 April 2015 Mr Don Eriksson 

replaced Mr Boetie van Zyl as chair of the audit 

Koos Bekker

committee as Mr van Zyl retired, while with effect 

Chair

from 29 May 2015 Advocate du Plessis resigned. 

26 June 2015

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Chief executive’s report

We push for performance in 
everything we do.
Bob van Dijk

 Overview 

Based on a solid understanding of consumer 

behaviour, we build technology platforms in 

growth markets, aiming to stay ahead of 

changes in consumer engagement. Our 

platforms – currently in ecommerce, online 

services, video entertainment and print/digital 

media – are relevant in the lives of our customers.
.

Generally, platform businesses are the most 

valuable in media and the internet – consumer 

destinations (starting points) with repeat use 

and positive word-of-mouth. Platforms often 

deliver attractive ﬁnancials on the back of 

this strong position with consumers. 

Executed well, the consumer base and cash 

ﬂow from a strong platform can support the 

growth of valuable adjacent businesses. 

Naspers has solid platforms in its global 

portfolio. For example video entertainment 

and the Allegro marketplace are businesses 

that address a real consumer need, are 

monetised in a sustainable way, and have 

extended into other markets.

26  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Chief executive’s report (continued)

 Performance in context

platforms to grow ahead of our competitors 

On an economic-interest basis, revenue grew 26% 

and expand the market. We are also 

during the year, mainly through solid growth in our 

ecommerce and video-entertainment segments. 

adjusting to the rapid shift to smartphones, 

which are becoming the primary internet 

Continuing the trend of recent years, Almost 60% 

device in many of our markets.

of total segment revenues came from our internet 

and ecommerce operations. Some R10,7bn was 

invested in developing our ecommerce platforms 

and enhancing our video-entertainment services 

across Africa. The rand and some of our other 

operating currencies depreciated against the US 

dollar. Core headline earnings, a measure the board 

considers a reliable indicator of sustainable 

operating performance, grew 30% to R11,2bn 

(2014: R8,6bn), mainly due to increased earnings 

contributions from Tencent and some of the 

proﬁtable ecommerce businesses.

As a result, core headline earnings per 

N ordinary share grew 28% to R27,80. 

Mobile internet 
users by region
2018E

2014E

-2bn

Developed 
markets

Naspers 
markets

m
2 000

1 500

1 000

500

0

A number of agreements were concluded 

The main developments in our business units are 

with Schibsted ASA Media Group 

summarised below and the summary includes 

associates and joint ventures on a proportionate 

basis:

(“Schibsted”), covering key classiﬁeds assets in 

Latin America, Southeast Asia and Eastern 

Europe that should enhance our consumer 

(cid:3)(cid:90) Internet: This segment includes our ecommerce 

offering and improve the outlook of our 

activities and listed investments and recorded 

classiﬁeds platforms in some of these regions.

strong revenue growth of 37%. Tencent 

performed well, with earnings attributable to 

shareholders measured in Tencent’s local 

currency, growing by 54%. Our ecommerce 

segment recorded a 36% increase in revenue, 

but also at an increased trading loss of R6,1bn. 

Ecommerce is growing fast. Given the 

different stages of maturity and the revenue 

structure of our ecommerce models, etail and 

marketplaces currently generate the bulk of 

ecommerce revenues. We are investing in our 

ecommerce
revenue up

36%

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Chief executive’s report

(cid:3)(cid:90) Video entertainment: This segment produced 

11 countries and 114 cities. Our DTT base 

another consistent performance, generating 

more than doubled, closing at 2,2m 

revenues of R42,4bn – up 17% year on year. 

customers. Kenya is one of the ﬁrst African 

The net subscriber base across Africa passed the 

countries to make the transition to digital 

10m mark during the period.

after the analogue switchoff started in 

Development spend rose 31% as we 

January 2015.

continue to invest in building our DTT 

(cid:3)(cid:90) Print: Like traditional media companies 

services and online platforms, resulting in 

worldwide, Media24 faced challenges and 

trading proﬁt contracting by 6% to R8bn. 

managed marginal revenue growth. Trading 

Our DTT network is now substantially in 

proﬁt declined as Media24 stepped up 

place, with MultiChoice now operating in 

investment in internet and ecommerce 

opportunities. 

 Signiﬁcant acquisitions

The group invested R4,5bn during the year on 

acquisitions in the ecommerce sector and 

disposed of some smaller businesses in that 

same sector. 

Key transactions included: 

(cid:3)(cid:90) Effective January 2015, the group entered 

into agreements with Schibsted, Telenor 

Holdings ASA and Singapore Press Holdings 

Limited to establish joint classiﬁeds 

business activities in Brazil, Indonesia, 

Bangladesh and Thailand. The 

group also acquired 

Schibsted’s Philippine 

classiﬁeds business. 

In February 2015 

we entered into 

further agreements 

with Schibsted on 

acquiring 

Schibsted’s 

Romanian classiﬁeds 

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Chief executive’s report (continued)

business and the sale of the group’s 

Hungarian classiﬁeds business. 

(cid:3)(cid:90) Various acquisitions were made within the 

Movile group, especially with respect to the 

group’s online food-ordering business, iFood, 

which merged with Just Eat’s Brazilian 

subsidiary. 

(cid:3)(cid:90) In February 2015 the group acquired a 

46,5% interest in Takealot Online (RF) 

Proprietary Limited (“Takealot”) in exchange 

for its South African etail business, Kalahari.

com, and the issue of Naspers N ordinary 

shares.

(cid:3)(cid:90) In March 2015 the group acquired the 

shares held in and loans extended by 

minority shareholders in its subsidiaries MIH 

Allegro B.V. and FixeAds B.V. under the terms 

of pre-existing exit agreements. 

(cid:3)(cid:90) Also during March 2015 the group disposed 

of its subsidiary 7Pixel S.r.l. for R678m. 

with its 50,9% interests on a fully diluted 

(cid:3)(cid:90) The group participated in two funding 

basis.

rounds of its associate Flipkart Limited 

(cid:3)(cid:90) In January 2015 the group disposed of the 

(“Flipkart”). These funding rounds, in May 

backend infrastructure of the MWEB 

and August 2014, resulted in additional 

Business, Optinet Services and Networks 

investments of R555m and R2,67bn 

divisions, to Dimension Data and entered 

respectively. The group now has a 15,83% 

into a joint Wi-Fi business venture with 

interest in Flipkart on a fully diluted basis. 

Dimension Data by contributing its MWEB 

(cid:3)(cid:90) We also invested a further R297m in cash in 

Wi-Fi division in exchange for a 49% 

our joint venture, Konga Online Shopping 

interest. MWEB is now a consumer-focused 

Limited (“Konga”), in October 2014. 

internet service provider only.

At 31 March 2015 the group held a 40,2% 

interest in Konga on a fully diluted basis. 

 Investor engagement 

After the end of the reporting period, the 

We are committed to providing timely, transparent 

group invested a further US$41m in Konga. 

and relevant information, which helps the 

Following this investment, the group 

investing public understand our business, 

continues to exert joint control over Konga 

governance, ﬁnancial performance and prospects 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Chief executive’s report

in a competitive environment. We disseminate 

 Investing for growth 

information through a broad range of channels 

(including stock exchange news services, the 

corporate website and news distribution service 

providers). This is supplemented by direct 

communication such as investor conference calls, 

group presentations and one-on-one meetings. 

During the year we conducted 327 meetings 

and teleconference calls with both equity and 

bond investors. We hosted an India ecommerce 

day in Bangaluru (Bangalore) and attended a 

number of conferences. Following the release  

of interim and full-year results, we conducted 

non-deal roadshows in South Africa, the United 

Kingdom and the United States of America. 

Over the past 100 years Naspers has gone 

through a good deal of change from a single-

country print media company and an early 

investor in mobile telephony in one country to a 

multinational video-entertainment player and a 

global consumer internet/ecommerce company.

Mobile is transforming emerging markets 

faster in mature markets. For Naspers this 

means we are becoming a largely mobile-

services company. Classiﬁeds, etail and online 

payments are transforming ecommerce and we 

continue to invest to meet this demand. In our 

video-entertainment business, platform shifts 

occur from linear television services to 

video-on-demand (VOD). Our top priority is to 

give customers what they want.

This changing
This changing environment offers Naspers 

opportunities.
opportunities. The combination of our large 

and rapid
and rapidly growing target markets, our 

platfo
platform offering for both ecommerce 

and content delivery, offers 

growth potential for the 

years ahead. 

We are playing to win and 

are investing in proven 

business models that can 

become strong cash generators 

if executed well, such as 

classiﬁeds, etail and DTT. In 

a
addition, we invest in new 

o
opportunities, such as online 

tr
travel in India and mobile-only 

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Chief executive’s report (continued)

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services such as food ordering and other mobile 

All over the 

value-added services.

world our people 

We are also actively reinvesting in the growth 

continue to prove 

of core models. 

their 

We believe this strategy is sound – our aim is 

commitment, 

to deliver value to our shareholders over the 

innovation and 

medium to long term and to contribute to the 

agility. The 

communities in which we operate.

support and guidance of the Naspers 

 People

board, as well as the boards of our subsidiaries, 

associates and joint ventures, is integral to our 

We operate in industries where change happens 

success. These contributions are valued and 

quickly and an important part of our competitive 

appreciated.

advantage comes from the quality of our people. 

We invest to make sure we create an attractive 

place to be for all our people: entrepreneurs, 

engineers, leaders and professionals at all levels. 

We are providing our people with a meaningful 

Bob van Dijk

purpose, the opportunity to learn and grow in an 

Chief executive

environment with great values, underpinned by a 

26 June 2015

competitive reward strategy.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  31

 
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Our strategy

Above all, we solve problems for customers. 

Where we 
play

The business we 
are building

Our long-term 
goals and  
aspirations

We observe consumer 
behaviour and technology 
changes when we set our 
strategic priorities:
(cid:29)(cid:3)The internet and 
especially mobile 
devices are taking 
share of consumer 
interest and time 
spent. 

(cid:29)(cid:3)Platforms, etail and 

classiﬁeds.  

(cid:29)(cid:3)From a geographic 
perspective, we 
will continue our 
focus on growth 
markets.

(cid:29)(cid:3)Based on a solid 
understanding of 
consumer behaviour, 
we build technology 

platforms in growth 

markets, aiming 

to stay ahead of 

changes in consumer 

needs.

(cid:29)(cid:3)Become more 
scalable as an 
operator, maintain 
above-market growth 
rates while improving 
proﬁtability.
(cid:29)(cid:3)Be focused and 
strategic as an 

acquirer of assets.
(cid:29)(cid:3)Continue to place 
selective, strategic 

bets on emerging 

platforms that can 
represent the next 

wave of growth for 

the company.

(cid:29)(cid:3)Be the most desired 
partner for successful 

entrepreneurs in 

growth markets.

32  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Our strategy (continued)

For a fuller understanding of our group in context, we summarise key indicators in our major operating 

regions below: 

Population
 (m)

Internet 
users
 (m)

Internet 
pene- 
tration 

Mobile 
users 
(m)

Mobile
pene-
tration

Smart- 
phone  
users 
(m)

Smart- 
phone 
pene-
tration

PPP* 
GDP 
(US$bn)

GDP 
per 
capita 
(US$)

Africa and  
Middle East

1 440

446

31

1 218

85%

173

12% 9 104

 6 322 

China

1 374

646

47

1 360

99%

522

38% 15 982  11 632 

Eastern  
Europe

214

110

51

295 >100%

90

42% 3 241  15 145 

India

1 276

281

22

1 000

78%

140

11% 5 872

 4 602 

Southeast  
Asia

Latin  
America

833

260

31

788

95%

167

21% 4 999

 8 619 

580

313

54

459

79%

186

32% 7 977  13 753 

Russia

142

87

61

253 >100%

65

46% 2 738  19 282 

Western 
Europe

417

389

93

534 >100%

250

60% 15 815  37 926 

*Purchasing power parity.
Sources: IMF, BOA Merrill Lynch, CNNIC, IAMAI, Emarketer.

 Looking ahead

We focus on internet (speciﬁcally ecommerce) and video entertainment to create value for our 

shareholders over the medium to longer term. While we plan to expand our business mainly through 

organic growth, we are also prepared to strengthen our position with appropriate acquisitions, subject to 

a robust evaluation process.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  33

 
How we manage risk

Risk management is integral to the daily operations of our 
businesses. As a multinational multimedia group with 
activities in over 130 countries, we are exposed to a wide 
range of risks that may have serious consequences. While the 
diversiﬁed nature of the group spreads this exposure, it does 
add complexity.

 Risk philosophy

 Risk policy

Naspers identiﬁes and manages risk in line with 

The group’s risk proﬁle is based on a formal and 

international best corporate governance practice 

planned approach to risk management. Risk 

and applies the relevant rules and regulations.

identiﬁcation, management and reporting are 

The board is responsible for the governance of 

embedded in business activities and processes. 

risk and is satisﬁed with the effectiveness of the 

The group’s risk policy applies to all operations 

risk management process. Risk management 

where Naspers has more than 50% ownership 

plans and processes are presented, discussed 

and management control.

and approved at risk committee meetings. Heat 

The policy applies to risks the group faces in 

maps and registers of signiﬁcant risks facing the 

executing its strategy, operations, reporting and 

group are discussed, along with management 

compliance activities and it is reviewed annually. 

actions to control these risks within board-

Some group companies have speciﬁc risk 

approved ranges of tolerance.

management functions whose output is 

The diversiﬁed nature of the group helps 

reviewed by the Naspers risk committee.

spread risk, particularly in terms of global 

Risk management supports, advises on, 

political and economic instability, market 

formulates, oversees and manages the risk 

development, regulatory matters and currency 

management system and monitors the group’s 

ﬂuctuations. Identifying risk and developing 

risk proﬁle, ensuring major risks are identiﬁed 

plans to manage risks are part of each unit’s 

and reported at the appropriate level in the 

business plan. These are assessed annually by 

group.

the board. 

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34  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
How we manage risk (continued)

 Risk framework

The Naspers enterprise-wide risk management (ERM) framework is designed to ensure 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 

framework for information technology (IT). 

D

R T E

REP O

M

O

NIT

O

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E

D

Strategic and 
operational

Regulatory  
and compliance

Human
capital

I

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D

Financial  
and reporting

D
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RISKS

Health and safety

DOCUMEN T E D

1 COSO ERM: Committee of Sponsoring Organizations of Treadway Commission Framework for Enterprise-wide Risk Management.
2 COBIT: Control Objectives for Information and Related Technology, the internationally accepted framework for IT governance.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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How we manage risk (continued)

 Major risks

We follow a process of identifying major risks in each of our managed business units, which includes 

both top-down and bottom-up approaches. These are reported to the risk committees of the respective 

boards, together with tolerance levels and plans for mitigation. The group then assesses the level of risk 

we wish to bear, given potential returns. From a group perspective, major risks include:

OUR RISKS

Competition 
and technical 
innovations

Our group operates in ﬁercely competitive markets. In media, convergence opens the 
landscape to global and non-traditional competitors. New technology threatens the 
future of television and traditional print media. Different media platforms ﬁght for 
revenue. In ecommerce, we face both ecommerce specialists and traditional retailers.

Failure to 
capitalise on 
user migration 
to mobile

Internet use is rapidly moving to mobile devices. The use and engagement behaviour of 
mobile users are different to those operating on a desktop. If we fail to deliver our product 
and services adequately on mobile, it could severely affect our long-term prospects.

Critical 
talent

The group relies on individuals with detailed knowledge of our businesses and the 
markets in which we operate.

Global political 
and market 
developments

The Naspers group operates in global markets that are sensitive to political, economic 
and other events. These may inﬂuence our activities.

Legislation 
and 
regulation

Our industries are subject to increasing regulation. Failure or delays in obtaining or 
renewing approvals could affect us.

Currency 
ﬂuctuations

The group reports in South African rand and this exchange rate may vary against other 
currencies. In addition, in several markets, we have substantial input costs in foreign 
currencies, so currency translation gains or losses may distort the group’s ﬁnancial 
accounts.

Technical
failures

The internet is subject to a variety of risks, including technical failure, attacks, viruses, 
piracy and others. Our video-entertainment services are mostly delivered to customers 
via satellite, and any damage or destruction may disrupt services.

36  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
How we manage risk (continued)

HOW WE MANAGE THE ISSUE

The group devotes signiﬁcant resources to analysing competitors, and to emerging 
trends in technology and consumer demand. Signiﬁcant funds are spent developing 
new products and services. However, we may be caught off-guard by new 
technologies or startups, or by current competitors.

We respond by building mobile applications for our products and services ﬁrst. We 
measure and track performance of our products and services on mobile. We will also 
continue to invest in developing online services and products.

Succession plans are prepared annually, with speciﬁc focus on recruiting and retaining 
entrepreneurs, leaders, engineers and professionals with hard-to-replace skills sets.

Although we can hardly inﬂuence such developments, we monitor them as best we 
can and try to adjust quickly. Developments in any country in which we operate could 
cause damage. We monitor current risks in those countries.

We strive to comply with applicable laws and regulations, and cooperate with 
regulators in countries in which we operate.

We have a policy to hedge 100% of our longer-term foreign currency transactions for 
at least 12 months and up to 24 months, where this is achievable and affordable.

Mitigating procedures range from backup capacity to built-in redundancy. The cost of 
each mitigating option is considered against the likelihood and impact of the risk 
occurring. In some cases, the result is that satellites or other key technical components 
remain unprotected or only partially covered.

For a detailed review of Naspers’s material issues and how we manage these,  
 http://www.naspers-reports.com/2015/pdf/risk.pdf.
refer to 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Stakeholder engagement

We engage with our stakeholders 
through different channels

Industry

Employees

Communities

Participating in industry 
groups to develop shared 
practices

Employee newsletters, 
surveys, management 
brieﬁngs and intranet 
sites

Engaging with local 
communities through 
corporate citizenship activities

Customers

Interact with users through 
user-experience ratings on 
our ecommerce platforms

Regulators

Engage with opinion 
formers and regulators to 
assist in developing policy

Shareholders  
and investors

Communication and 
engagement through 
a dedicated 
investor-relations unit

Subscribers

Interaction with readers and 
subscribers using various 
channels, including feedback 
through letters to the editor, 
emails, text messages and 
social media 

Suppliers

One-on-one meetings with 
suppliers and business partners. 
Supplier ratings from customers 
on our ecommerce platforms 
communicated to suppliers and 
opinion formers, shareholders 
and potential investors

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Stakeholder engagement (continued)

 Stakeholders’ issues and our response

Key issues for our business segments are set out below:

INTERNET

Stakeholders

  Response

Customers

Most of our internet businesses have adopted the net promoter score (NPS) 

metric to measure customer satisfaction. We focus on providing the best 

experience to all our customers, whether they are consumers, merchants or 

partners. On the merchant side, we are committed to working with upstream 

and downstream partners to provide quality solutions for their businesses.

Regulators

We engage with legislators through our public policy teams in each region, so 
as to operate in an efﬁcient and positive regulatory environment. The group 
also engages with regulators as part of its compliance activities. Group 
businesses are members of several industry bodies and associations to 
support development of speciﬁc sectors.

Employees

Our most important asset is our people. At heart we are entrepreneurs, so we 

push for performance in everything we do. We back local teams and learn 

from each other.

We want to be recognised for providing meaningful work, the opportunity to 

learn and grow, and be rewarded for a job well done. In this kind of culture 

we believe our people will be motivated to achieve by being personally 

responsible for high performance.

Our group companies set and communicate clear goals and ambitions that are 

translated into local and personal goals so everyone understands the big 

picture. We encourage all our teams to discuss performance to enable 

everyone to learn and grow. We believe in ongoing education and training of 

our teams. We continue to ﬁnd new ways to listen and talk with our teams 

about making Naspers the best place to work.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Stakeholder engagement

VIDEO ENTERTAINMENT

Stakeholders

  Response

Customers

Industry and 

business  

partners

The video-entertainment group has a number of points for customer 
engagement. These include the call centre, email and SMSs as well as social 
media platforms (such as the DStv Forum, Twitter and Facebook). Customer 
insights from email research and ﬁeld trial panels are used in product 
development. 

The video-entertainment group plays an active and constructive role in the 
broadcast industry in all countries in which it operates. In South Africa: As a 
member of the National Association of Broadcasters, it has raised industry 
issues with the Department of Communications, the regulator, The 
Independent Communications Authority of South Africa (Icasa), and the 
parliamentary portfolio committee on communications. It is represented on 
the information and communications technology (ICT) policy review panel 
established to assist the minister in reviewing legislation governing the ICT 
sector. In the year ahead the video-entertainment group will take part in a 
number of industry workshops and policy-formulation processes and regularly 
engage with suppliers and business partners to develop shared practices.

Shareholders  
and investors

The video-entertainment group holds regular meetings with shareholders and 
investors where strategy, performance and material issues are discussed. The 
group also communicates via presentations (such as the annual and interim 
results report) as well as through annual general meetings.

Regulators

Employees

South Africa: The video-entertainment group takes part in regulatory 
processes initiated by Icasa. The objective is to develop an environment 
conducive to the growth of the ICT sector. The group also engages with 
opinion leaders and regulators to assist with policy development and is 
subject to regulation by the Broadcasting Complaints Commission of South 
Africa (BCCSA). We work closely with the BCCSA to ensure compliance as 
South Africa moves from an analogue to a digital environment. In Africa we 
engage with regulators in the countries in which we operate.

The video-entertainment group uses a number of media platforms (from print 
to electronic and face-to-face engagements) to interact with our employees 
and keep them informed of developments. In South Africa the group also has 
a Workplace Forum – a body that represents employees’ interests and 
interacts with the company. The video-entertainment group communicates 
with local communities through our corporate citizenship activities. 

40  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Stakeholder engagement (continued)

MEDIA24

Stakeholders

  Response

Customers

Shareholders

Industry

Media24 divisions are active on social media platforms. Editorial teams use 
social media platforms such as Facebook and Twitter to engage with 
audiences on topical issues, share and promote content from their latest print 
and digital offerings, and test new ideas. Business units conduct client 
satisfaction surveys with, for example, advertising agencies, readers and 
digital audiences. This is done through various channels, including customer 
service call centres and surveys to determine net promoter score ratings.

Media24 keeps shareholders informed of company developments by posting 
the integrated annual report, publishing provisional and interim reports in 
local newspapers and online, holding annual general meetings at which 
shareholders may ask questions, and by placing information on company 
websites.

Media24 attends regular meetings with various industry bodies and is a 
member of local and international industry bodies. In South Africa these 
include: Print and Digital Media South Africa (PDMSA), Audit Bureau of 
Circulations of South Africa (ABC), South African Advertising Research 
Foundation (Saarf), South African National Editors’ Forum (Sanef), Interactive 
Advertising Bureau (IAB) and South African Publishers Association (Pasa). 
Novus Holdings is a member of the Print Industries Federation of Southern 
Africa (Pifsa) and attends international industry events to remain abreast of 
developments.

Regulators

Print media is regulated by the Press Code and the Advertising Standards 
Authority (ASA). Media24 abides by the codes and rulings of these regulatory 
bodies.

Employees

Media24 is an employer of choice providing an inspiring working 
environment. Staff engagement is ongoing through management brieﬁngs 
and roadshows, weekly electronic newsletters, workshops, knowledge-
sharing sessions on industry topics, an annual leadership conference and staff 
engagement surveys. Workplace Forums who represent employees regularly 
interact with management. Media24 invests substantially in leadership 
training and development.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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I

Balancing proﬁt, people and our planet

Naspers creates communities, packages content and runs 
platforms. We connect people, distribute media products and 
conduct ecommerce. Our products and services play a 
developmental role in societies where we operate. We 
employ people, improve the quality of life and stimulate 
the economy where we operate.

Naspers is not only a 
business; as a 
responsible corporate 
citizen, we give back 
to our communities. 
Through a myriad of 
projects (see the 
sustainability section on 
www.naspers.com), our group 
companies touch the lives of 
millions of people around the 
world. 

Education is one of our most important 
contributions to the African continent. We help 
to improve literacy levels through various forms of 
print and digital media, from newspapers and 
magazines to school books and digital ventures, 
including social networking.

Source: Summary of the group sustainable development policy.

42  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Balancing proﬁt, people and our planet (continued)

Naspers is styled as a sustainable business, both 

our employees, their families and the 

in terms of the environment and sustainable 

communities in which we operate, ultimately 

proﬁts. We view this as a journey, and we 

balancing proﬁt, people and planet.

endeavour to ensure that our values and 

philosophy demonstrate this.

The value added statement on page 44 

illustrates how the group distributes its earnings 

and how much it retains for reinvestment. 

We contributed R10,4bn (or as much as 25% of 

the total wealth we created) to local 

governments where we have operations. This 

comprises various taxes and skills development 

levies and is more than double what we pay 

shareholders in dividends. In addition, the jobs 

we create stimulate further economic activity. 

No doubt Naspers has a signiﬁcant effect on the 

economy of sub-Saharan Africa.

In the past year we paid some R12,6bn (30% of 

wealth created) to employees, which includes 

salaries, bonuses and beneﬁts, and the cost of 

The section on non-ﬁnancial 

training and participation in group share 

performance (page 68) 

incentive schemes. We provide jobs to over 

focuses mostly on social 

24 000 (2014: 22 500) permanently employed 

and environmental 

people and contribute in a major way to the 

projects with more detail 

countries in which we operate.

on www.naspers.com,  

(

http://www.naspers-

To fund our growth, we rely on investors and 

reports.com/2015/sustainable-

providers of ﬁnance, who are compensated by 

investment.php). By harnessing our 

dividends, share price appreciation and interest 

global infrastructure and ability to 

payments. This accounts for 11% of total 

innovate and adapt in a changing world, 

earnings distributed. The remaining 34% has 

we aim to address education, skills 

been reinvested to ensure we maintain a 

development and environmental sustainability. 

sustainable group.

We hope to improve the living conditions of 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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I

Value added statement
for the year ended 31 March 2015

Value added is deﬁned as the value created by the activities of a business and its employees and is 

calculated as revenue less the cost of generating that revenue. The value added statement reports on 

the calculation of value added and its application across stakeholder groupings. This statement shows 

the total wealth created and how it was distributed, taking into account the amounts retained and 

reinvested in the group.

31 March 2015
R’m

31 March 2014
R’m

Change 
%

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

Wealth distributed

73 092

48 493

24 599

17 057

41 656

12 590

4 467

2 752

1 715

10 439

14 160

3 305

(1 317)

12 172

41 656

Wealth distribution

2015

17

20

10

45

22

19

12

12

12

13

37

6

(144)

187

22

62 728

40 371

22 357

11 796

34 153

10 610

3 992

2 466

1 526

9 219

10 332

3 118

2 966

4 248

34 153

2014

34%

25%

30%

27%

Paid to governments by way of tax
Paid to providers of capital
Paid to employees
Reinvested into the group

11%

12%

30%

31%

44  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
 
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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  45

 
 
Performance review

 Financial review

On an economic-interest basis, revenue grew 

on the dilution of Tencent’s interest in Kakao 

26% during the year driven by solid growth in the 

Corporation following a merger. A net once-off 

internet, ecommerce and video-entertainment 

gain of R1,5bn was recognised mainly relating to 

segments.

dilutions of our shareholding in Flipkart. 

Development spend, measured on an 

Impairment losses of R478m was booked on 

economic-interest basis, increased by 33% to 

underperforming equity-accounted investments 

R10,7bn (7% of which was driven by foreign 

in the ecommerce segment.

exchange rate movements). This is mainly 

Core headline earnings grew 30% to R11,2bn 

attributable to the ecommerce and video-

(2014: R8,6bn), mainly due to increased 

entertainment segments, including increased 

earnings contributions from Tencent and some of 

shareholdings in equity-accounted ecommerce 

the proﬁtable ecommerce businesses.

investments Souq, Konga and Flipkart, plus 

Impairment losses of R684m were recognised 

continued investment in DTT in the video-

mainly relating to broadcasting equipment and 

entertainment segment. Given ongoing delays in 

intangible assets in the ecommerce segment. 

analogue switchoffs, we decided to invest 

Net interest incurred on borrowings amounted 

incrementally in the second half of the year to 

to R1,6bn (2014: R1,3bn), on the back of the 

continue to drive DTT growth, which resulted in 

rand depreciating against the US dollar and 

1,4m African homes being added to the base to 

drawdowns on existing credit facilities to fund 

close the year at 2,2m subscribers.

acquisitions and development spend. 

Listed internet investments, Tencent and  

Consolidated net gearing stood at 30% at 

Mail.ru, were the main contributors to the 

31 March, excluding transponder leases and 

group’s share of equity-accounted results 

non-interest-bearing liabilities.

increasing to R16,4bn (2014: R10,8bn). 

Increased development spend, capital 

Tencent produced strong results as it continues 

expenditure to build our DTT footprint and 

on its growth path. Our share of equity-

TV production facilities in East and West Africa 

accounted earnings includes once-off gains on 

resulted in free cash outﬂow of R515m 

the remeasurement of Mail.ru’s interest in 

(2014: outﬂow of R349m). Tax payments were 

VK.com, the sale of Mail.ru’s shares in Qiwi 

up 16% year on year, as a result of higher proﬁts 

amounting to R3,9bn, as well as R1,7bn 

in the video-entertainment segment and 

representing our share of gains realised by 

proﬁtable ecommerce businesses. 

Tencent on the sale of certain investments and 

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46  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
 
Performance review (continued)

 Financial review (continued)

 Signiﬁcant acquisitions
Details of signiﬁcant acquisitions appear in the 

summarised consolidated annual ﬁnancial 

 Summarised consolidated 
annual ﬁnancial statements
The summarised consolidated annual ﬁnancial 

statements under “Business combinations and 

statements appear on pages 120 to 140 of this 

other acquisitions” on page 134.

integrated annual report. The complete set of 

consolidated annual ﬁnancial statements for the 

year ended 31 March 2015 is available on our 

website at www.naspers.com.

Five-year review

R’m

Income statement items, including 
equity-accounted investments on an 
economic interest basis

2011

2012

2013

2014

2015

Revenue

Trading proﬁt

45 103

56 522

76 776

104 981 132 446

10 546

11 762

14 326

15 613

21 027

Statement of ﬁnancial position on a 
consolidated basis

Total assets

Total equity

Total liabilities

Other information

Development spend (R’m)(1)

Core headline earnings per share (cents)

Dividend per N ordinary share (cents) 
(proposed)

Weighted average number of N ordinary 
shares (’000)

69 855

81 278

103 263

128 602 157 043

42 942

49 576

55 853

68 205

83 808

26 913

31 702

47 410

60 397

73 235

1 535

1 612

270

2 823

1 850

335

4 306

2 216

385

7 978

10 739

2 181

2 782

425

470

374 501

375 653

385 064

395 078 403 576

(1)Including associates and joint ventures on a proportionate basis.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  47

 
Performance review (continued)

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48  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Performance review (continued)

 Operational review  

  INTERNET

Internet

Naspers operates platforms that offer 
customers fast, intuitive and secure 
environments where they can 
communicate, entertain and shop.  
Our ecommerce services include general 
and vertical classiﬁeds, general and 
vertical etail, marketplaces, online 

price-comparison services and 
specialised online services 
such as travel, food 
delivery and 

Revenue*

R’m

+37%

2014

2015

EBITDA*

+81%

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80 000

60 000

40 000

20 000

0

R’m

20 000

15 000

10 000

5 000

0

R’m

15 000

12 000

9 000

6 000

3 000

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payments.

2014

2015

Trading profit*
+96%

2014

2015

* Including associates and joint ventures  
  on a proportional basis.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  49

 
Performance review (continued)

 Operational review  

  INTERNET (continued)

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 Listed investments
Tencent

QQ instant messaging (QQ IM) and QZone (social 

network) recorded strong growth. Tencent 

Tencent’s performance continues to reﬂect the 

invested heavily in literature, music and video 

excellent management of Pony Ma, Martin Lau 

services, contributing to trafﬁc growth. At end 

and their team, with healthy growth in a very 

March QQ IM had 832m monthly active users, 

competitive domestic market and investment 

603m on mobile. For QZone, 85% of its 668m 

environment. The rapid transition of users in China 

monthly users accessed the platform via mobile 

from desktop PC to mobile continued. In China 

devices. Combined monthly active users of Weixin 

mobile internet users now account for 85% of 

and the international WeChat were 549m, up 39% 

total internet users. International expansion is 

year on year. Over the past year Tencent increased 

proceeding.

its share of the mobile gaming market as many 

From gaming to social networking, video and 

smartphone users, including some who were 

advertising, Tencent increased the number of users 

previously not PC game players, started playing 

accessing its platforms on mobile devices. Its core 

mobile games. The popularity of mobile video and 

platforms, Weixin/WeChat (mobile 

music rose as users sought entertainment on the 

communication, social and commerce platform), 

go. Mobile social advertising increased as 

50  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Performance review (continued)

 Operational review  

  INTERNET (continued)

advertisers integrated social data for targeted 

content and services, enriching their lives both 

advertising. The adoption of mobile payments 

on- and ofﬂine. 

expanded on the back of new technologies and 

Tencent is listed on the Hong Kong Stock 

promotion by market leaders. 

Exchange and extensive further information is 

Revenues for the year were RMB78,9bn, up 

available on its website www.tencent.com.

31% on the prior year, while proﬁt attributable to 

shareholders was 43% higher at RMB24,2bn – on 

a non-generally accepted accounting practice basis 

(AARP). Online valued-added services revenues 

rose 41% to RMB63,3bn and advertising revenue 

was up 65% to RMB8,3bn. Tencent recorded 

strong growth in video and performance-based 

social advertising, as well as a good start to 

advertising on Weixin/WeChat. However, 

following its strategic transaction with JD.com in 

March 2014, revenues from 

ecommerce transactions decreased 

51% to RMB4,8bn for the year.

During the year Tencent expanded its 

partnerships in the online-to-ofﬂine and vertical 

segments by investing in leading industry players 

to enrich its ecosystem. These include Dianping for 

local restaurant and services 

search, Didi Dache for 

mobile taxi booking, 58.com 

for online classiﬁeds, Bitauto 

for auto-related content and 

services and Leju for real 

estate services. These 

investments are part 

of Tencent’s strategy 

of linking its 

users with 

high-quality 

Mail.ru 
Mail.ru is one of the largest internet groups in 

the Russian-speaking market. It operates the 

largest Russian portal, the leading Russian-

language social networks (VKontakte, 

Odnoklassniki and My World) and the country’s 

largest online games business. 

During the year Mail.ru acquired the 

remaining 48,01% interest in the VKontakte 

social network. VKontakte has since been 

integrated into the Mail.ru group and is 

performing well, particularly in mobile. Mail.ru 

launched a mobile advertising platform to 

capitalise on increased mobile activity among its 

users. International initiatives under the My.com 

brand are proceeding. 

Mail.ru recorded 15% growth in revenues to 

RUB35,8bn for the year, despite a tough 

economic and geopolitical environment. Net 

proﬁt rose 11% to RUB12,5bn. Revenues for 

massive multiplayer online games grew 26% to 

RUB8,4bn and community internet value-added 

services revenues rose 16% to RUB11,9bn. Online 

advertising grew 8% to RUB12,5bn. The display 

advertising business, however, faces challenges 

in the prevailing environment, with major 

advertisers signiﬁcantly reducing budgets across 

most forms of media in Russia. 

Mail.ru’s depository receipts are listed on the 

London Stock Exchange. Further information is 

available at www.corp.mail.ru.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Performance review (continued)

 Operational review  

  INTERNET (continued)

 Ecommerce 
Revenues from our ecommerce activities, 

Given the differing stages of maturity, timelines 

to monetisation and the nature of the various 

measured on an economic interest basis, increased 

ecommerce models, most ecommerce revenues 

36% to R27,8bn in the review period. Ecommerce 

is an area of expansion and we are investing in 

are currently generated from our etail and 

marketplace businesses. A number of our 

our platforms to deliver superior customer 

experiences and to expand the market. This has 

implications for development spend, which 

totalled some R8bn for this segment and, as a 

result, the trading loss widened to R6,1bn. 

We have a broad portfolio of ecommerce 

ecommerce businesses are still in early stages. 

We are making signiﬁcant investments in these 

businesses, particularly in our classiﬁeds and etail 

segments, to drive growth, improve our products 

and customer experience, and expand our 

geographic footprint. We will continue to invest 

businesses organised by functional lines. This focus 

signiﬁcantly in these businesses in future.

allows us to move faster and build scale more 

rapidly. In addition, the businesses can share 

knowledge, technology and expertise more 

effectively. 

Consumer-to-consumer (C2C)
Classiﬁeds

The classiﬁeds business made good progress, 

expanding its global footprint by entering ﬁve new 

+40
Countries

+20
Ofﬁces

+1 000
Employees

REACH

8,5M
Monthly 
transactions

17B
Monthly  
page views

+240M
Monthly  
active users

+35M
Mobile app 
downloads

ACTIVITY

25M
Monthly  
listing

Note: numbers include OLX brand only

52  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Performance review (continued)

 Operational review  

  INTERNET (continued)

markets and scaling up in existing markets under 

an efﬁcient operational plan. Our global portfolio 

now comprises some 40 markets, 30 of which are 

in leading positions and eight already monetising 

some services. In March 2015 OLX served some 

240m active users worldwide and garnered 34m 

visits per day on average. 

We continued to improve operational 

structures for mobile products and build strong 

local teams. Our enhanced Android app was well 

received, improving both engagement and 

trading volumes. 

Daily visits

m*

+16%

40

30

20

10

0

March 
2014

March 
2015

Daily page views m*

+39%

800

700

600

500

400

300

200

100

0

March 
2014

March 
2015

Click here to access online video.

With strong investor interest, competition 

remains intense in the classiﬁeds market. 

However, fuelled by the focus on strong 

operations, we have maintained or extended 

market share almost universally. 

After assessing our investment positions, we 

have rationalised our portfolio. With Schibsted, 

Telenor and Singapore Press Holdings, we have 

created joint ventures in Brazil, Indonesia, Thailand 

and Bangladesh. This will allow us to capture value 

early and improve returns on capital invested. 

We have taken major steps to becoming a 

global operating company in classiﬁeds by 

rebranding our platforms in Southeast Asia and 

Eastern Europe to OLX. This has made OLX a top 

internet brand globally, with over 240m monthly 

active users. 

For the new ﬁnancial year the business is 

aiming for revenue growth. It will continue to build 

one operating company with speciﬁc actions on 

*  Select criteria as measured for the month of March 2015, not 

technology, retention-driven growth and a 

adjusted for acquisitions and disposals, and reﬂecting 
associates on a proportionate basis.

broadened monetisation agenda. 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Performance review (continued)

 Operational review  

  INTERNET (continued)

Business-to-consumer (B2C)

political and economic situation there has 

B2C combines our activities in marketplaces, etail, 

stabilised, despite the long-term potential of this 

online price-comparison shopping and online 

market and our solid position. During the year we 

services. These businesses are giving customers an 

classiﬁed the net assets of Ricardo (Switzerland) 

improved experience compared to their ofﬂine 

as held-for-sale, with the transaction expected to 

counterparts, and are rapidly taking market share 

close in the new ﬁnancial year, pending 

in many categories through better pricing, 

regulatory approval.

selection and, increasingly, convenience.

11
Companies

19
Markets

+118%
Average daily 
GMV

Marketplaces 

The Allegro marketplace portfolio continues to 

Etail 
Takealot

deliver solid ﬁnancial results and progress against 

In South Africa we merged the Kalahari business 

strategic priorities, particularly in B2C activities, 

with competitor Takealot to increase the scale of 

which account for the majority of the overall 

the combined business. South Africa is still a 

business. Strong momentum in Allegro.pl is 

relatively early-stage ecommerce market with less 

somewhat offset by poorer performance in other 

than 2% of retail transacted online. However, 

international marketplaces. As example, our 

signiﬁcant growth is expected. The merged 

Ukrainian operation will underperform until the 

business will be able to capitalise on these 

opportunities while achieving cost efﬁciencies.

54  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Performance review (continued)

 Operational review  

  INTERNET (continued)

Flipkart

Flipkart is the leading B2C ecommerce platform in 

India, led by a strong local founding team. The 

Indian ecommerce market has grown rapidly, 

mainly due to the proliferation of connected mobile 

devices, cash on delivery, and the fragmented 

ofﬂine retail environment. Flipkart secured 

ﬁrst-mover advantage in its ﬁeld through its focus 

on the best customer experience and has built a 

track record in scaling fast and staying ahead of 

competition, driven by mobile transactions from 

native mobile apps. It will continue to invest 

aggressively to maintain its leadership.

Souq

signiﬁcant competition by focusing on customer 

acquisition, building marketplaces in addition to 

Souq is the leading B2C platform in the Middle 

etail, and last-mile delivery services.

East/North Africa region, an attractive market with 

a young and growing internet population and high 

Online comparison shopping

gross domestic product (GDP) per capita in countries 

We operate the largest global online comparison 

such as Saudi Arabia and the United Arab Emirates. 

shopping group with a footprint ranging from 

Souq has recorded strong growth, focusing primarily 

Brazil to Eastern Europe and Africa. The focus in 

on Saudi Arabia, United Arab Emirates and Egypt, 

the past year was on combining effective 

operating both direct-to-consumer and marketplace 

marketing and cost efﬁciencies to generate 

services, and building its own last-mile delivery, 

proﬁtable revenue. This initiative will continue in 

Q-Express, which now covers over 58% of total 

the new ﬁnancial year. We sold our stake in the 

orders. Souq’s competition is from both ofﬂine 

7Pixel business, which mainly provides services in 

retailers and international etailers and marketplaces. 

Italy, as part of optimising our group structure. 

Konga

Konga operates in the 

fast-growing ecommerce 

market of Nigeria. Run 

by a local entrepreneurial 

team, Konga has 

achieved market 

leadership despite 

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Performance review (continued)

 Operational review  

  INTERNET (continued)

Online services
Movile/mobile services

For you 

PlayKids 

Superplayer 

iFood 

Cinepapaya 

Apontador

  Fun with kids 
For companies 

Music any time 

Food anywhere 

Easy tickets 

Local information

Rapiddo 

Maplink 

Messaging 

Content

  Same-day delivery 

Maps and routing 

Fast communication  Mobile entertainment

Movile operates a wide range of mobile services 

goibibo (online travel agent), redBus (bus ticketing 

in the Latin American market. Its growing core 

platform) and TravelBoutiqueOnline business-to-

business is mobile carrier-related value-added 

business (B2B) services. It is the fastest growing 

services geographically spread across the 

online travel group in India.

continent. 

ibibo recorded strong growth in all segments, 

Movile has entered B2C-oriented smartphone 

signiﬁcantly outpacing its closest competitors. 

app-based services, especially in the online-to-

Sources of supply include mainly air, bus and 

a. iFood
ofﬂine (O2O) mobile space in Latin America. iFood 

ader in
e
is by far the online food-delivery market leader in 

t 
Brazil, and formed a joint venture with Just 

Eat, a UK-based global leader in this 

s 
s
segment. Movile made further investments 

in other mobile O2O services, including a 

local directory-type service, as well as a 

mobile entertainment ticketing service for 

countries outside Brazil.

Travel

ibibo Group is an online travel group 

focused on India, mainly through its 

56  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
 
 
 
Performance review (continued)

 Operational review  

  INTERNET (continued)

hotel through various channels. In the year 

We are transforming ﬁve existing regional 

ahead ibibo will focus on accelerating 

payment businesses into one global company 

investment and securing a strong lead over 

with a single brand and common supporting 

the competition.

Payments

infrastructure, similar to the way in which we 

scaled our classiﬁeds businesses. Our new senior 

management team continues to strengthen 

PayU is a global online payments company 

talent across the business. Daily payment 

offering innovative and secure payment methods. 

transactions have increased 67% year on year 

Whether someone wants to make a payment 

to US$27,6m. 

online on a computer, tablet, mobile device, 

We will continue to grow our payment service 

ewallet, and even ofﬂine, PayU’s 250 or so 

provider business and are laying the groundwork 

payment methods are designed to make it simple 

for an innovative consumer electronic wallet or 

and secure. 

ewallet business.

Europe
Poland, Czech Republic,  
Turkey, Ukraine,  
Hungary, Romania,  
Russia

Latin America
Chile, Panama, Peru, 
Brazil, Argentina, 
Mexico, Colombia

Africa
South Africa, 
Kenya, Nigeria

India

1
Brand

18
Markets

>100k
Merchants

+250
Payment 
options

Online 
merchant

$$$ sell 
rate

$$$ buy 
rate

Multiple 
acquiring banks

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Performance review (continued)

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58  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Performance review (continued)

 Operational review  

  VIDEO ENTERTAINMENT

Video entertainment

Revenue*

R’m

+17%

Intense competition of a global nature is 
due to arrive soon. Africa has limited 
broadband infrastructure and almost no 
cable access. In fulﬁlling our strategic 
objective to deliver quality entertainment, 
we offer digital satellite, digital terrestrial 
and other video-entertainment services, 

such as mobile television, for all 
income groups. To meet rising 

demand for mobile 

applications, we offer 
apps on tablets, 
smartphones and 
feature phones that 
give our subscribers 
access to online 
services, live sport 
streaming, information, 
communication and 
self-service functions 

(including payments).

50 000

40 000

30 000

20 000

10 000

0

R’m

12 000

10 000

8 000

6 000

4 000

2 000

0

R’m

10 000

8 000

6 000

4 000

2 000

0

2014

2015

EBITDA*

-3%

2014

2015

Trading profit*
-6%

2014

2015

*   Including associates and joint ventures 

on a proportionate basis.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  59

G
R
O
U
P

P
E
R
F
O
R
M
A
N
C
E

G
O
V
E
R
N
A
N
C
E

F
I
N
A
N
C
A
L

I

I

N
F
O
R
M
A
T
I
O
N

 
Performance review (continued)

 Operational review  

  VIDEO ENTERTAINMENT (continued)

P
U
O
R
G

E
C
N
A
M
R
O
F
R
E
P

E
C
N
A
N
R
E
V
O
G

I

L
A
C
N
A
N
I
F

N
O
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T
A
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F
N

I

t
 Sales and customer support
Within the video-entertainment segment, 

we achieved direct-to-home (DTH) 

customer growth of 10%. This is an increase of 

727 000 customers bringing our closing base of 

growth was slower than anticipated due to 

DTH customers to 8m. Our DTH initiatives will 

delays in analogue switchoffs (ASOs) in 

focus on developing innovative products and 

sub-Saharan Africa. 

delivering great local and international content 

The DStv Explora, our ﬂagship personal video 

on multiple platforms. Our digital terrestrial 

recorder (PVR), is proving a signiﬁcant 

television (DTT) network is substantially in place, 

differentiator. The software was recently 

with MultiChoice now operating in 11 countries 

enhanced to allow for the Explora to be 

and 114 cities across Africa. Although our DTT 

connected to the internet, allowing these 

customer base closed with 2,2m customers, 

subscribers access to a deeper library of 

60  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Performance review (continued)

 Operational review  

  VIDEO ENTERTAINMENT (continued)

DStv CatchUp content. In South Africa it was 

voted Most Innovative Technology Product of the 

Year in its category for 2015. We launched a 

new high-deﬁnition (HD) single-view decoder 

and made our HD channels available on all 

bouquets. Our range of decoders have been 

standardised to HD.

Signiﬁcant enhancements were made to our 

customer care service during the year. The 

decoder payment plan was launched in South 

 Proﬁtability management 
Cost management will remain a focus area as 

competition intensiﬁes across the continent. 

Currency ﬂuctuations have become a 

consideration, given the rand’s depreciation 

against our trading partners’ currencies and 

the currency devaluation in some of our 

major territories on the continent. The 

signiﬁcant drop in the oil price is affecting 

economies and exchange rates in Nigeria, 

Africa, providing an easy and affordable 

Angola and Zambia. 

alternative to households who cannot afford the 

once-off price of the DStv Explora. 

9
Joint 
ventures

4
Franchisees

37
Country 
agents

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  61

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P

P
E
R
F
O
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M
A
N
C
E

G
O
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N
A
N
C
E

F
I
N
A
N
C
A
L

I

I

N
F
O
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M
A
T
I
O
N

 
Performance review (continued)

 Operational review  

  VIDEO ENTERTAINMENT (continued)

 Content 
Internationally, costs of sports rights keep 

escalating, resulting in a signiﬁcant increase in 

costs. Sport enthusiasts enjoyed SuperSport’s 

broadcast of several major international events, 

including the Fifa Soccer World Cup, 

Commonwealth Games, ICC Cricket World Cup, 

SANZAR, Premier Soccer Leagues, English 

Premier League, UEFA Champions League and 

Spanish La Liga football, as well as the West 

Indies cricket tour of South Africa, Africa Cup of 

Nations 2015 and over 500 ﬁxtures of local 

football leagues across Africa. 

Across the IS20 and E36B satellites 24 new 

channels were launched to customers across 
channels were launched to customers ac

Africa and seven HD channels were made 
Africa and seven HD channels were mad

available.
available.

The group continued to make signiﬁcant 
The group continued to make signiﬁca

investments in local content across the African 
investments in local content across the A

continent. Our focus is on producing home-
continent. Our focus is on producing hom

grown content tailored to speciﬁc audience 
grown content tailored to speciﬁc audien

preferences. Regional production hubs were 
preferences. Regional production hubs w

further enhanced in Nigeria and Kenya. We 
further enhanced in Nigeria and Kenya. W

support local production industries within the 
support local production industries within

markets in which we operate.
markets in which we operate.

 Regulatory
 Regulatory
The legislative and regulatory environme
The legislative and regulatory environment 

continues to develop. Video entertainme
continues to develop. Video entertainment 

attracts ongoing regulatory scrutiny in se
attracts ongoing regulatory scrutiny in several 

territories, particularly South Africa, Nige
territories, particularly South Africa, Nigeria, 

Kenya and Zambia. As regulators are key 
Kenya and Zambia. As regulators are key

stakeholders in our business, MultiChoice 
stakeholders in our business, MultiChoice

supports developments in the broadcasting 
supports developments in the broadcast

regulatory landscape while monitoring events 
regulatory landscape while monitoring e

that may increase business complexity.
that may increase business complexity.

P
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E
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N
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F
R
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P

E
C
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O
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N
A
N
I
F

N
O
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T
A
M
R
O
F
N

I

62  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
 
Performance review (continued)

 Operational review  

  VIDEO ENTERTAINMENT (continued)

G
R
O
U
P

P
E
R
F
O
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M
A
N
C
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G
O
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N
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O
N

2
9
7
5
4
B
H

J

t
r
o
p
S
r
e
p
u
S
/
v
t
S
D
n
o
n
e
e
s
s
A

 Competition
Competition in the wider broadcasting market 

is growing, with linear, online and free-to-air 

providers increasingly entering the online 

entertainment segment. The global shift to 

mobile content viewing has produced a 

substantially more competitive landscape. 

The proliferation of competitors in 

MultiChoice’s markets is expected to continue. 

2014 FIFA WORLD CUP BRAZILTM ON SUPERSPORT
LIVE STREAMING ON supersport.com
Get front row seats to all the action on the go with DStv mobile
Walka 7 or live streaming on the SuperSport app. Watch all the
highlights on Catch Up using your DStv Explora.
supersport.com

OFFICIAL BROADCASTER

Competition from international online players 

site, with 24 channel playouts operational at 

such as Netﬂix, Amazon and Google, who 

the end of March 2015. Both MultiChoice 

operate globally, is increasing. MultiChoice is 

South Africa and MultiChoice Africa have 

expanding its delivery platforms and 

concluded contracts to improve business 

improving its products and services.

continuity in terms of satellite capacity over 

 Business continuity
A major achievement in the review period 

the next 12 to 24 months.

Additional transponder capacity was 

purchased from Eutelsat and Intelsat to 

was the commissioning of Samrand broadcast 

strengthen our in-orbit backup capacity. 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  63

 
 
 
 
 
Performance review (continued)

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64  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Performance review (continued)

 Operational review  

  MEDIA24

Media24

At Media24 global headwinds affecting 
the print sector were felt. Several 
initiatives are under way to save costs 
and improve efﬁciencies in the 
established print media businesses.  
At the same time, the group is 
investing in new growth areas – 
ecommerce through its online fashion 
store, Spree, online job classiﬁeds 
through Careers24 and digital media 
through 24.com. 

Novus Holdings Limited

Media24 unbundled its printing division Paarl Media Group 

into a separate company listed on the JSE Limited as Novus 

Holdings Limited (“Novus Holdings”). This will support growth 

and drive its diversiﬁcation strategy into tissue manufacturing 

and technology related to its core business such as 

specialised label printing. 

Over the past year Novus Holdings improved productivity 

in its core business of printing magazines, newspapers, 

catalogues, brochures and books, while diversifying into new 

G
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I

I

N
F
O
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M
A
T
I
O
N

Revenue*

R’m

+3%

2014

2015

EBITDA*

-23%

2014

2015

Trading profit*
-48%

15 000

12 000

9 000

6 000

3 000

0

R’m

1 200

1 000

800

600

400

200

0

R’m

800

600

400

200

0

market segments. The group also grew its footprint on the 

2014

2015

rest of the continent.

* Including associates and joint ventures  
  on a proportional basis.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  65

 
P
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N

I

Performance review (continued)

 Operational review  

  MEDIA24 (continued)

 24.com
In the past year all the digital media assets in 

Media24 were consolidated in 24.com to drive 

scale and monetisation of its audiences. The 

group’s combined reach across all media channels 

now exceeds 2m unique browsers and 10m 

pageviews per day, with 70% of the users 

accessing its platforms via mobile devices. 

24.com is South Africa’s largest digital 

publishing network and provides news and 

entertainment content across internet, mobile, 

apps and video. Centred on its ﬂagship brand, 

News24, the network attracts roughly 40% of 

South Africa’s internet population and expanded its 

presence in Nigeria in the past year. It also 

geria

o
oper
operates online recruitment 

c
clas
classiﬁeds platform Careers24. 

In 
In the past ﬁscal, Careers24 

re
reached the leading market 

p
position in South Africa in 

te
terms of daily unique 

b
browsers and pageviews. 

The business is competing 

aggressively in Nigeria.

 News
A leading newspaper 

publisher in South Africa, 

Media24 News’s stable 

spans 100 titles 

including the Sunday 

newspaper City Press, as 

well as Africa’s largest 

daily, Daily Sun, and 

Soccer Laduma. The 

division experienced a 

tough year on the back 

of shortfalls in 

advertising and 
a

circulation revenues, 
c
c

despite implementing 
d
d

www.netwerk24.com

Die Burger

Vrydag | 12 September 2014 | R6,90 (BTW ingesluit) | .

Regter is verkeerd oor Oscar, sê kenners

Nou wat nou?

NIE moord; dalk glad nie tronk toe – bl. 6

JAWS
Een van die
langste
skurke groet
bl. 3

Einde van die
MTBS?

bl. 4

Fokus op
Agri-
megaweek
in die
Overberg
–Landbou

Heerengracht 40, Kaapstad
Nege-en-negentigste jaargang
www.dieburger.com

(cid:7) (cid:3) (cid:2) (cid:3) (cid:1)

(cid:2) (cid:4)(cid:4)(cid:3)(cid:8)(cid:7)(cid:6) (cid:4)(cid:5)(cid:8)(cid:8)(cid:3)(cid:3)

(cid:38)(cid:68)(cid:79)(cid:89)(cid:76)(cid:81)(cid:76)(cid:68) (cid:43)(cid:82)(cid:87)(cid:72)(cid:79) (cid:9) (cid:55)(cid:68)(cid:81)(cid:78)(cid:90)(cid:68) (cid:47)(cid:82)(cid:71)(cid:74)(cid:72)

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Die Paralimpiese atleet Oscar Pistorius kom onder ongekende belangstelling by die Noord-Gautengse hooggeregshof in Pretoria aan. Dit was gister die eerste dag van die uit-
spraak in die opspraakwekkendste moordsaak in Suid-Afrika se geskiedenis. Die hofsaak het in Maart vanjaar begin. Regter Thokozile Masipa sal vandag om 09:30 haar uitspraak
voortsit. Volg die hofsitting op DStv-kanaal 199, ander nuuskanale, www.netwerk24.com en Die Burger se Facebook-blad. Foto: HERMAN VERWEY

Kiwi-breier:
‘Heyneke,
bring daar
twee biere’
bl. 3
‘Skeur op
rugby se
reëlboek!’
bl. 20

9/11

13 jaar later
bl. 11

LAURIKA
sing sal
sy sing
– Vrydag!

Malema
se olyftak
na wittes
bl. 4

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(cid:34)(cid:34)(cid:43)(cid:37)(cid:34)(cid:38)(cid:33) (cid:1)(cid:9)(cid:6)(cid:2)(cid:4)

(cid:43)(cid:34)(cid:48)(cid:49)(cid:41)(cid:34)
(cid:42)(cid:38)(cid:41)(cid:40)(cid:54)(cid:31)(cid:30)(cid:47) (cid:32)(cid:44)(cid:44)(cid:40)(cid:38)(cid:34)(cid:48)
(cid:48)(cid:39)(cid:44)(cid:40)(cid:44)(cid:41)(cid:30)(cid:33)(cid:34)

(cid:4)(cid:4)(cid:4)

(cid:18)(cid:22)(cid:17) (cid:66)

(cid:48)(cid:45)(cid:30)(cid:30)(cid:47) (cid:42)(cid:34)(cid:49) (cid:44)(cid:43)(cid:48)(cid:4)

(cid:29)(cid:27)(cid:42)(cid:31)(cid:33)(cid:27)(cid:46)(cid:31)

(cid:20)(cid:31)(cid:39) (cid:9)(cid:23)(cid:12)(cid:39)(cid:12)(cid:26)(cid:19)(cid:28) (cid:13) (cid:3)(cid:17) (cid:1)(cid:32)(cid:28)(cid:26)(cid:40)(cid:17)(cid:19)
(cid:2)(cid:12)(cid:30)(cid:17)(cid:5)(cid:12)(cid:35)(cid:17)(cid:16) (cid:1)(cid:32)(cid:12)(cid:15)(cid:23)(cid:17)(cid:26)(cid:18)(cid:17)(cid:24)(cid:24)
(cid:46)(cid:31)(cid:38)(cid:24) (cid:14)(cid:16)(cid:15) (cid:23)(cid:22)(cid:14) (cid:22)(cid:23)(cid:18)(cid:14) (cid:99) (cid:32)(cid:27)(cid:37)(cid:45)(cid:24) (cid:14)(cid:16)(cid:15) (cid:23)(cid:22)(cid:15) (cid:17)(cid:20)(cid:22)(cid:19)

(cid:4)(cid:10)(cid:10)(cid:6)(cid:8)(cid:5)

(cid:1)(cid:17)(cid:26)(cid:14)(cid:28)(cid:40)(cid:24)(cid:12)(cid:12)(cid:26) (cid:36)(cid:16) (cid:4)(cid:30)(cid:30)(cid:22)(cid:26)(cid:19) (cid:29)
(cid:5)(cid:38)(cid:26)(cid:26)(cid:17)(cid:32)(cid:33) (cid:11)(cid:22)(cid:32)(cid:23)(cid:17)(cid:24)
(cid:46)(cid:31)(cid:38)(cid:24) (cid:14)(cid:16)(cid:15) (cid:19)(cid:17)(cid:18) (cid:19)(cid:23)(cid:16)(cid:19) (cid:99) (cid:32)(cid:27)(cid:37)(cid:45)(cid:24) (cid:14)(cid:16)(cid:15) (cid:19)(cid:17)(cid:18) (cid:21)(cid:23)(cid:16)(cid:21)(cid:13)(cid:22)

(cid:135) (cid:50)(cid:81)(cid:86) (cid:69)(cid:72)(cid:75)(cid:82)(cid:88) (cid:71)(cid:76)(cid:72) (cid:85)(cid:72)(cid:74) (cid:89)(cid:82)(cid:82)(cid:85) (cid:82)(cid:80) (cid:75)(cid:82)(cid:72)(cid:89)(cid:72)(cid:72)(cid:79)(cid:75)(cid:72)(cid:71)(cid:72) (cid:87)(cid:72) (cid:69)(cid:72)(cid:83)(cid:72)(cid:85)(cid:78) (cid:135) (cid:51)(cid:85)(cid:92)(cid:86) (cid:83)(cid:72)(cid:85) (cid:72)(cid:72)(cid:81)(cid:75)(cid:72)(cid:76)(cid:71) (cid:74)(cid:72)(cid:79)(cid:71) (cid:86)(cid:79)(cid:72)(cid:74)(cid:86) (cid:89)(cid:76)(cid:85) (cid:74)(cid:85)(cid:82)(cid:82)(cid:87)(cid:80)(cid:68)(cid:68)(cid:87)(cid:16)(cid:68)(cid:68)(cid:81)(cid:78)(cid:82)(cid:83)(cid:72) (cid:135) (cid:51)(cid:85)(cid:92)(cid:86)(cid:72) (cid:74)(cid:72)(cid:79)(cid:71)(cid:76)(cid:74) (cid:86)(cid:82)(cid:79)(cid:68)(cid:81)(cid:78) (cid:89)(cid:82)(cid:82)(cid:85)(cid:85)(cid:68)(cid:68)(cid:71) (cid:75)(cid:82)(cid:88) (cid:135) (cid:37)(cid:72)(cid:75)(cid:82)(cid:88)(cid:71)(cid:72)(cid:81)(cid:86) (cid:73)(cid:82)(cid:88)(cid:87)(cid:72) (cid:72)(cid:81) (cid:90)(cid:72)(cid:74)(cid:79)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:86)(cid:17) (cid:50)(cid:81)(cid:86) (cid:83)(cid:85)(cid:82)(cid:69)(cid:72)(cid:72)(cid:85) (cid:89)(cid:72)(cid:85)(cid:86)(cid:72)(cid:78)(cid:72)(cid:85) (cid:71)(cid:68)(cid:87)
(cid:68)(cid:79)(cid:79)(cid:72) (cid:74)(cid:72)(cid:68)(cid:71)(cid:89)(cid:72)(cid:85)(cid:87)(cid:72)(cid:72)(cid:85)(cid:71)(cid:72) (cid:79)(cid:92)(cid:81)(cid:72) (cid:78)(cid:82)(cid:85)(cid:85)(cid:72)(cid:78) (cid:76)(cid:86)(cid:17) (cid:44)(cid:81)(cid:71)(cid:76)(cid:72)(cid:81) (cid:76)(cid:81)(cid:79)(cid:76)(cid:74)(cid:87)(cid:76)(cid:81)(cid:74) (cid:72)(cid:74)(cid:87)(cid:72)(cid:85) (cid:89)(cid:72)(cid:85)(cid:78)(cid:72)(cid:72)(cid:85)(cid:71) (cid:74)(cid:72)(cid:71)(cid:85)(cid:88)(cid:78) (cid:90)(cid:82)(cid:85)(cid:71) (cid:82)(cid:73) (cid:181)(cid:81) (cid:73)(cid:82)(cid:88)(cid:87) (cid:89)(cid:82)(cid:82)(cid:85)(cid:78)(cid:82)(cid:80)(cid:15) (cid:90)(cid:82)(cid:85)(cid:71) (cid:71)(cid:76)(cid:72) (cid:78)(cid:82)(cid:85)(cid:85)(cid:72)(cid:78)(cid:87)(cid:72) (cid:76)(cid:81)(cid:79)(cid:76)(cid:74)(cid:87)(cid:76)(cid:81)(cid:74) (cid:82)(cid:83) (cid:181)(cid:81) (cid:78)(cid:72)(cid:81)(cid:81)(cid:76)(cid:86)(cid:74)(cid:72)(cid:90)(cid:76)(cid:81)(cid:74) (cid:76)(cid:81) (cid:71)(cid:76)(cid:72) (cid:90)(cid:76)(cid:81)(cid:78)(cid:72)(cid:79) (cid:89)(cid:72)(cid:85)(cid:87)(cid:82)(cid:82)(cid:81) (cid:135) (cid:51)(cid:85)(cid:82)(cid:71)(cid:88)(cid:78) (cid:76)(cid:86) (cid:74)(cid:72)(cid:86)(cid:87)(cid:76)(cid:79)(cid:72)(cid:72)(cid:85) (cid:89)(cid:76)(cid:85) (cid:73)(cid:82)(cid:87)(cid:82)(cid:74)(cid:85)(cid:68)(cid:191)(cid:72)(cid:17)

several cost-cutting measures.
s
s

 Lifestyle
M
Media24 Lifestyle is the market leader in the South 
M

A
A
African magazine industry and boasts seven of the 

t
t
top 10 consumer magazines. Its portfolio of 60 

t
t
titles includes the powerful weeklies Huisgenoot, 

YOU and DRUM – with a readership of some 8m 
Y
Y

every week – as well as international titles such as 
e
e

66  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Performance review (continued)

 Operational review  

  MEDIA24 (continued)

market. Leisure Books is South Africa’s largest 

book club business. Via Afrika is the digital market 

leader in basic education. The books division 

experienced a tough year mainly due to lacklustre 

trade sales and lower schoolbook orders. 

Top Gear and Women’s Health, which are published 

under licensing agreements. The division posted 

excellent results, beneﬁting from interventions to 

reduce costs and strong performances by the 

weekly magazine portfolio and associates.

 Books
Media24 Books is home to several business units. 

 Ecommerce (Spree)
Media24’s online fashion venture, Spree, recorded 

strong sales growth and increased its market 

share considerably over the past year. It also 

expanded into new product categories, signed up 

NB Publishers remains the largest general-interest 

an international fashion retailer and launched its 

publisher, while Jonathan Ball Publishers is the 

leading publisher and distributor of English-

language general books in the South African book 

ﬁrst private label brands. Spree consistently 

achieves high customer satisfaction levels. 

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Performance review (continued)

 Non-ﬁnancial review 

 Sustainable investment

We recognise that sustainable development and economic, social 
and environmental protection are 
global imperatives 
that present both 
opportunities and 
risks for business. 
Naspers, as a 
leading media 
company, is 
positioning itself 
to meet these 
challenges.

As we expand our 
business, we aim to 
contribute to the 
communities in which we 
operate; develop our own people; contribute to general economic 
prosperity; and minimise our impact on the environment. In 
formulating this policy, we analysed areas where the group can 
make a contribution to sustainable development in the markets in 
which it operates. 

Source: Extract from sustainable development policy.

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68  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Performance review (continued)

 Non-ﬁnancial review (continued)

Naspers is a for-proﬁt organisation that invests 

(cid:3)(cid:90) Media24 has been the winner of the South 

signiﬁcantly in developing its business to provide 

African Graduate Employers’ Association 

useful products and services to our customers and a 

(SAGEA) employer of choice award in the media 

sustainable return to investors. Flowing from our 

sector for three years running. Last year it 

business activities, we invest in countries where we 

awarded 17 bursaries to graduates in 

operate by creating business for local suppliers, 

commerce, engineering and multi-media and 

employing people and giving governments their 

offered 31 internships in journalism, 

dues via taxes and levies.

engineering and ecommerce. It also provided 

 Our products and services directly impact local 

digital media training to 150 independent 

societies. We operate in many different 

publishers. Through its education in the 

communities, each with different challenges.  

classroom initiatives, it provided 218 000 free 

Each business aims to make a difference to its local 

newspapers, which beneﬁted more than 2 650 

community by contributing in line with our strengths 

schools and 730 000 learners nationwide. The 

and know-how. The print and video-entertainment 

mobile-based national digital school network, 

segments have a rich history of contributing to the 

WeCan24, reached 48 schools and three 

arts, culture, education, sport and industry 

non-governmental organisations (NGOs) in 

academies and bodies. Our ecommerce businesses 

2014.

are actively engaging online and 

ofﬂine communities in various projects 
s 

supporting education, community 

initiatives, sustainable transportation, 

ecology and healthy living.

For a more detailed review of our 

initiatives, refer to the sustainability 

section at www.naspers.com on the 

corporate website.

 Focus areas

 Contributing to our communities
MultiChoice plays a role in communities across 

Africa, particularly through drives that deal with 

Ongoing educational initiatives include:

societal concerns. An example is SuperSport’s Let’s 

(cid:3)(cid:90) SuperSport initiatives such as leadership 

Play initiative, which celebrates 10 years in 2015. 

development and scholarships for academic 

Let’s Play encourages primary school children to 

studies.

participate in sport in response to the rising trend 

(cid:3)(cid:90) The M-Net Magic in Motion Academy: 12 recent 

of young children adopting unhealthy adult social 

ﬁlm and television graduates are selected for a 

habits (inactivity, smoking, alcohol and drug 

year-long internship with various production 

abuse). This philosophy of good corporate 

houses.

citizenship and contributing to African economies 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Performance review (continued)

 Non-ﬁnancial review continued

is also evident in ongoing investments in 

For the past 15 years Allegro has partnered 

developing the television production and sport 

with the biggest Polish charity auction, Great 

industries with M-Net and SuperSport focusing on 

Orchestra of Christmas Charity, by organising online 

local content across the continent. 

auctions to raise funds for paediatric and 

The MultiChoice Diski Challenge is a football-

oncological treatment for children, as well as 

focused programme that includes a tournament 

digniﬁed healthcare for senior citizens. A new 

for the reserve Premier Soccer League clubs, life 

online charity platform (charytatywni.allegro.pl) 

skills and leadership development for young 

was created to better connect an online 

players, a broadcasting internship and scholarships 

community willing to help all the non-

for players and production interns, as well as an 

governmental organisations seeking funds.

opportunity for community television channels to 

The Media24 Rachel’s Angels, a youth 

broadcast Diski matches. Our aim is to help create 

mentorship and empowerment programme, pairs 

a new breed of football players and broadcasting 

high school learners with Stellenbosch University 

professionals, while bringing the best sport 

mentors for a two-year period and aims to 

entertainment to our 

customers’ screens. 

improve the learners’ academic performance – 

43 of these learners will be offered full bursaries 

M-Net’s Magic in Motion 

and 55 learners loans to study at Stellenbosch 

Academy welcomed 

12 interns in March 2015. The 

academy is developing talent 

and equipping promising 

young people with skills, 

knowledge and practical 

experience in the ﬁlm and 

television industries.
television industries. 

University in 2016. Numerous initiatives are also 

supported through its in-house programme, 

Volunteers24, through which staffers can give 

back.

In India OLX builds connections with its 

communities through programmes such as 

voluntary blood donation camps, winter clothing 

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70  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Performance review (continued)

 Non-ﬁnancial review continued

Ownership: MultiChoice achieved full points on 

this element of the scorecard. A cornerstone of our 

approach to ownership was creating a scheme to 

provide an accessible shareholding opportunity to 

a new group of South Africans. Black South 

Africans now have a 47,32% economic interest in 

the MultiChoice South Africa group.

(cid:3)(cid:90) Three years ago shares in Phuthuma Nathi 

and Phuthuma Nathi 2 (launched in 2006 and 

2007 as PN and PN2, respectively) began 

trading on an over-the-counter platform. In 

the current year PN and PN2, which 

collectively hold 20% of the issued share 

capital in MultiChoice South Africa, settled the 

loan held by MIH Holdings Proprietary Limited 

under the preference share agreements. 

Regulatory developments affecting these 

schemes are summarised on page 73.

Preferential procurement: Our preferential 

procurement programme continues to support the 

development of black-owned (including black 

women-owned) small, medium and micro-

enterprises (SMMEs). MultiChoice’s preferential 

procurement spend on compliant companies was 

R7,7bn (48%) in the reporting period: 13% of this 

was on exempt micro-enterprises and qualifying 

small enterprises.

MultiChoice has a network of over 1 300 

accredited installers, employing some 3 000 

people across South Africa.

donation and a school bag drive for 

underprivileged children.

The eMAG foundation was launched by our 

leading Romanian etail business. Its ﬂagship 

projects aim to revitalise the Romanian 

educational system.

 Transformation 

Transformation is important for Naspers to ensure 

we comply with local legislation and our 

workforces reﬂect local demographics. We respect 

the dignity and human rights of individuals and 

communities wherever we operate. We aim to 

make a positive and enduring contribution to the 

social and economic development of South Africa, 

and recognise the role we can play by leveraging 

our resources and the goodwill of our staff. 

MultiChoice

Monitored against the Information and 

Communications Technology (ICT) sector code of 

good practice for broad-based black economic 

empowerment (BBBEE), MultiChoice South Africa 

Enterprise development: Our achievements in 

retained a level-2 BBBEE rating, with several 

notable achievements in important areas of 

transformation:

enterprise development (ED) reﬂect our 

commitment to development and sustainability 

in our sector. The MultiChoice Enterprise 

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Performance review (continued)

 Non-ﬁnancial review continued

Development Trust provides loans to 

A platform to share: We provide airtime across 

qualifying beneﬁciaries according to our ED 

channels to organisations whose work beneﬁts 

strategy. We support the cash ﬂow 

South Africans in distress. These organisations 

requirements of our qualifying suppliers by 

paying them early, and provide business 

development support to partners, producers 

and innovators in the group.

Entities in the MultiChoice South Africa 

group are subject to the ICT sector code, 

which will inevitably be aligned to the revised  

Department of Trade and Industry (DTI) codes 

of good practice.

The weightings and performance indicators 

in the revised codes are more stringent, 

which will mean a substantial drop in the 

performance of South African companies 

across all industries. MultiChoice South Africa 

is taking active steps to manage its BBBEE 

status.

provide feedback on the impact this far-reaching 

and high-impact marketing has on their abilities to 

achieve their goals of improving the lives of South 

Africans. 

Media24 

Media24 has made solid progress with its 

transformation aims. These are tracked against a 

scorecard for the DTI’s code of good practice for 

BBBEE. As independently veriﬁed, Media24 

increased its overall score to 80,55 points – its 

highest ever – and retained level-3 status. Black 

ownership is now 45,22%, and Media24 also 

scored full points for socio-economic development 

and enterprise development. Next year Media24’s 

The MultiChoice Enterprise Development Trust

The MultiChoice Enterprise Development Trust ensures that 

new talent and previously disadvantaged businesses 

receive the opportunity to compete fairly with established 

contributors of content. The trust provides ﬁnance for 

emerging production companies to acquire skills needed 

for high-quality productions. Linked with a contract from 

our broadcast partners (eg M-Net and SuperSport) to 

purchase the content and provide business support where 

required, we assist these production companies to be 

productive, efﬁcient and proﬁtable. 

In addition, we are innovating to produce content 

relevant to our audiences. This includes local productions 

that provide opportunities to expose emerging ﬁlm-makers to commercial television production, 

budgeting, scheduling and delivery requirements, while turning their stories and ideas into ﬁlms.

72  

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Performance review (continued)

 Non-ﬁnancial review continued

scorecard will be assessed in terms of the revised 

BBBEE codes, which have signiﬁcantly higher 

thresholds for compliance. Media24 expects a 

signiﬁcantly lower score and recognition level in 

line with its competitors and comparable 

companies across industries. 

Apex Future Leaders: It is a two-year 

executive management programme created to 

drive transformation at management level. The 

programme combines academic training with 

practical assignments and six-month stints in our 

print and digital publishing divisions. Six talented 

black managers will complete the programme in 

March 2016.

Welkom Yizani: In 2006 Media24 launched the 

largest BBBEE share offer in the print media 

industry, Welkom Yizani, with eligible black 

people and groups now owning some 15% 

(directly and indirectly) in Media24 Holdings. 

In December 2009 to mitigate the impact of the 

recession on the value of these shares, Naspers 

wrote off R330m of its funding in Welkom Yizani 

and the scheme was extended by two years to 

December 2013, improving chances for Welkom 

Markets Act, 2012. The schemes have engaged 

Yizani shareholders to proﬁt from their original 

proactively with the registrar and remain 

investment. 

committed to complying with any directives or 

In December 2013 shares in Welkom Yizani 

conditions issued by the registrar. 

began trading publicly. In September 2014 

Welkom Yizani received an ordinary dividend 

from Media24 of R21,7m. 

  Black economic empowerment 
partners 

In the past year the Registrar of Securities 

Media24, MultiChoice and other group 

Services (“the registrar”) indicated that all 

companies have combined their buying power in 

traditional over-the-counter trading platforms 

South Africa in a centralised bargaining company, 

like PN, PN2 and Welkom Yizani should 

CommerceZone. Suppliers’ BEE performance is 

regularise their affairs against the Financial 

evaluated against speciﬁc criteria.

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Performance review (continued)

 Non-ﬁnancial review continued

 People

Naspers group: Total workforce split*

2014

2015

43%

46%

57%

Male
Female

54%

*MultiChoice South Africa, MultiChoice Nigeria, Media24, Allegro group and the BuscaPé group.

Developing outstanding products for customers in 

In our communities:

markets with great growth potential requires 

(cid:3)(cid:90) We operate in various geographies, where we 

talented teams across our business. Talent, 

employ local citizens and empower the 

particularly in the ﬁelds of ecommerce, technology 

communities in which we operate.

and engineering, is scarce globally. Being 

(cid:3)(cid:90) We contribute to educational programmes to 

perceived as an attractive place to work, is 

raise awareness of our products, and create 

therefore key to our strategy. 

much-needed skills.

In the past 12 months we continued our 

(cid:3)(cid:90) We conduct business fairly, ethically and with 

efforts to make Naspers a great place for our 

integrity. Our code of business ethics and 

people to work and develop. In May 2014 we 

conduct deﬁnes our culture. These and related 

appointed Aileen O’Toole to lead human 

policies appear on www.naspers.com.

resources, creating dedicated responsibility for a 

(cid:3)(cid:90) We support previously disadvantaged 

groupwide people strategy. Focused on hiring, 

businesses in South Africa by actively seeking 

developing, and engaging great people in a 

suppliers in line with local legislation.

performance-driven, values-based culture, the 

new group human resources team is designed to 

For our people:

strengthen support for Naspers operating 

(cid:3)(cid:90) We aim to create a great place to work.

companies and the group as a whole.

(cid:3)(cid:90) We invest in the continuous development of 

With over 24 000 (2014: 22 500) permanent 

our people to retain a competitive advantage.

employees in some 130 countries, we have an 

(cid:3)(cid:90) We encourage our employees to contribute to 

opportunity to make a difference to our 

the group’s sustainability and innovation by 

customers, employees, partners and investors 

supporting our community initiatives 

worldwide.

ﬁnancially or donating their time.

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Performance review (continued)

 Non-ﬁnancial review continued

(cid:3)(cid:90) We respect the rights of our employees and 

Reward for success

their diversity.

Each year we encourage employees to set clear 

(cid:3)(cid:90) We encourage employees to report areas 

and ambitious goals that contribute to the 

where the group might be failing in its 

success of the business. We encourage our 

business conduct and values through secure 

managers and their teams to regularly discuss 

channels.

progress against these goals, and to differentiate 

(cid:3)(cid:90) We comply with local employment laws.

reward according to what is delivered, and how 

it is delivered.

Values-based and performance- 
driven culture

Ownership: To attract and retain the skills on 

We believe that talented and engaged employees 

which our sustainability depends and reward 

build customer experiences that in turn create 

superior performance, most group companies 

sustainable shareholder returns. We encourage a 

grant share options/appreciation rights to 

values-based and performance-driven culture 

employees under a number of equity 

across the group to create the right environment 

compensation plans.

in which talented people can ﬂourish: a 

meaningful job contributing to clear business aims, 

People development

great leadership providing the opportunity for 

We have several areas of focus: developing  

everyone to learn and grow, and relevant reward 

the full potential of our own people, extending 

and recognition for a job well done. 

this training outside the group to develop 

Many of our subsidiaries have embedded their 

talent, and offering learnerships and bursaries  

values in their day-to-day ways of working. All 

to young people with potential for our group, 

our people are responsible for delivering results 

particularly in key ﬁelds such as engineering.

with innovation, integrity, respect and passion. 

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Performance review (continued)

 Non-ﬁnancial review continued

The projects below illustrate our commitment 

development programme, the General 

to our people and to the communities in which 

Management University. Through these 

we operate.

programmes, we promote knowledge sharing, 

In recent years Media24 has made signiﬁcant 

investments in training, introduced for example, 

the Graduates-in-Media internship programme, ran 

an extensive digital media training programme for 

journalists, launched a series of knowledge-sharing 

talks on industry-related topics, and provided digital 

media training to over 150 independent publishers 

with the aid of funding from a services sector 

education and training authority (SSETA). 

In the global classiﬁeds business we are 

developing talent in-house through a bespoke 

Siyandiza online learning in video entertainment

MultiChoice employees can complete online courses through a system called Siyandiza. This 

includes classroom and online learning on general business skills, strategy and operations to 

professional effectiveness, leadership skills and wellness, among others.

In the past 12 months, 435 online courses were accessed and over 24 000 online learning 

completions were recorded, which included 3 680 individual completions. MultiChoice’s learnership 

programmes combine vocational education and training modules towards qualiﬁcations registered 

on the National Qualiﬁcations Framework (NQF). Highlights during the year include:

334 learnerships were offered in skills such as production, 
broadcast engineering, project management, management, human 

resource management and customer care. These learnerships create 

employment while addressing skills shortages in the industry.

116 internships were offered at M-Net, SuperSport  

          and MultiChoice.

247 employees completed management development  
programmes, including advanced management programmes, 

introduction to management and executive coaching.

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

Seven people are currently 
completing their second year in the 

adult basic education and  

training (ABET) programme.

40 information technology (IT) 
graduates were employed in our 

graduate programme.

R3,8m was made available 
for bursaries, with R1,8m speciﬁcally 

designated for women.

 
 
 
Performance review (continued)

 Non-ﬁnancial review continued

increase the overall skill level and harmonise our 

Multichoice: Employment equity

ways of working. We also launched the Global 

Leadership Gateway, a fast-track rotation 

programme for future country managers, held 

over 12 multi-day training sessions. 

In our etail and online comparison shopping 

52%

2015

segments we encourage the exchange of ideas 

and best practices, and identify collaboration 

opportunities between our portfolio companies. In 

addition, we organise sector-speciﬁc conferences 

as well as global benchmarking.

Diversity and inclusion
Employment equity

In line with local legislation, and our own 

employment policy, we value diversity in the 

workplace. It aligns our company with our 

customers and encourages tolerance and 

understanding. Just as importantly, it cultivates a 

2015

13%

1%

Male
Female

48%

Black
Foreign
White

86%

vibrant working environment conducive to 

Media24: Employment equity

innovative thinking. The breakdown of the 

MultiChoice and Media24 groups’ annual 

employment equity statistics is shown below. 

Under DTI deﬁnitions, black people include black 

Africans, coloureds and Indians who are citizens of 

47%

South Africa by birth or descent or who became 

citizens by naturalisation before 1994.

2015

Work environment and welfare

2015

Maintaining a healthy, safe workplace at all our 

sites is a priority to achieve the lowest possible 

harm rate on duty. Health and safety committees 

39%

– comprising responsible, trained individuals – 

ensure regulatory compliance. Appropriate 

medical-emergency and disaster-recovery plans 

have been devised.

Male
Female

53%

Black
White

61%

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Performance review (continued)

 Non-ﬁnancial review continued

Annual occupational health and 

safety risk control audits or reviews 

are conducted by our larger 

operational entities and 

improvements implemented as 

required. Signiﬁcant matters are 

reported to and monitored by the 

Naspers risk committee.

Media24’s distribution and printing 

operations use contractors and 

organisers. Most of these people are 

from disadvantaged backgrounds and 

receive training from Media24 on 

executing their jobs safely and effectively. The 

nature of the print business, which owns and 

group operations, with the employer contributing 

manages distribution networks and printing 

a portion of the monthly premium.

facilities, makes this the area in our group with the 

Some group companies provide post-retirement 

greatest inherent risk for injuries on duty.

healthcare beneﬁts. This is based on an employee 

remaining in service until retirement age, which is 

Monitoring: Media24’s safety, health and 

between 60 and 65 in most cases, and completing 

environment committee monitors related issues in 

a minimum service period. 

the group. Media24 and MultiChoice conduct 

annual health, safety and environmental 

Wellness: Several wellness programmes are 

compliance audits, as well as building scans. 

operated by group subsidiaries in a preventive 

Injuries on duty are stringently monitored.

approach to employee health. 

Employee relations: The group complies with 

labour legislation in its operating areas. In South 

Africa, MultiChoice and Media24 submit statutory 

reports.

In regions where child labour is prevalent, our 

assessments have found that the risk of child 

labour and forced or compulsory labour is low in 

the group. Where children are used in local 

Medical beneﬁts: Medical aid membership or 

productions, strict compliance to their regulated 

private health insurance is compulsory in most 

conditions of employment is enforced.

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Performance review (continued)

 Non-ﬁnancial review continued

 Environment 

Our diverse operations range 
from printing plants to 
transactional internet 
platforms. Each type of 
business has a unique 
effect on the environment, 
requiring different 
mitigating responses.

Our gross measured carbon footprint (scope 1 and 2) is 

177 945 tonnes of CO2e, of which scope 2 (electricity usage) is 96% (2014: 185 105 tonnes of CO2e). 
We measured direct (scope 1 and 2) emissions at our locations across South Africa, Poland, the 

Netherlands and Nigeria. Our South African print operations remain the largest contributor (70%) to 

the group’s total measured carbon emissions. Through improvement and sustainable technological 

innovation, Naspers strives to minimise its impact on the environment.

We have again evaluated the adequacy of our generator capacity in South Africa and Nigeria. 

While this is adequate, the running and maintenance costs of generators are substantially higher than 

standard electricity costs. 

MANAGING ENVIRONMENTAL IMPACTS

Managing impact   Response

Risk assessments 
identify operations 
where our direct 
impact on the 
environment is most 
signiﬁcant.

Our most direct impact on the environment is from Media24 (70% of 
total carbon emissions).

The internet businesses inherently have a lower impact on the 
environment. Through some of their trading activities, they stimulate 
buying and selling used or recycled goods in a paperless environment. 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Performance review (continued)

 Non-ﬁnancial review continued

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MANAGING ENVIRONMENTAL IMPACTS (continued)

Managing impact  Response

A number of initiatives are reducing our carbon footprint and supporting 
our sustainability campaign. Energy-efﬁciency initiatives in some 
businesses include:
(cid:3)(cid:90) Movement-activated lights
(cid:3)(cid:90) Energy-efﬁcient air conditioners
(cid:3)(cid:90) Consolidating data centres
(cid:3)(cid:90) Power factor correction and load balancing
(cid:3)(cid:90) Automatic hibernation of PCs.

Waste management initiatives include:
(cid:3)(cid:90) Recycling ofﬁce waste more appropriately
(cid:3)(cid:90) Installing ewaste bins for customers end employees to safely dispose 

of obsolete electronic devices.

Throughout Novus Holdings, equipment is in place to collect and recycle 
dust particles from the printing process.

Irdeto operates in line with ISO 9001 and ISO 27001, with its 
implementation of both standards regularly audited by an external 
certiﬁcation body.

As disclosed above. No ﬁnes were received.

Novus Holdings 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.

We use, where 
possible, advanced 
technologies to 
reduce our impact on 
the environment.

Our printing 
operations apply 
leading 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.

Where possible, we 
use environmentally 
responsible energy 
sources, invest in 
improving energy 
efﬁciency and design 
energy-efﬁcient 
facilities.

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Performance review (continued)

 Non-ﬁnancial review continued

Novus Holdings

Media24

Despite our ongoing efforts to manage our impact 

Media24’s operations are diverse, ranging from 

on the environment, mainly through deploying 

printing plants to ecommerce platforms. The group 

technology and recycling initiatives at our facilities 

mainly produces newspapers, magazines and 

and a shift from the printed product to electronic 

books, recycling all unsold magazines and 

formats, the ongoing electricity crisis in South 

newspapers. Through informative articles published 

Africa where our video-entertainment and printed 

in its magazines, newspapers and digital platforms, 

platforms operate, has had a negative impact on 

consumers are educated about lowering their 

our carbon footprint and cost base. However, in 

impact on the environment.

South Africa, options for alternative sources of 

energy (other than the current coal base) are 

limited.

MultiChoice City – our ﬁrst building to be Green 
Star-rated

MultiChoice City, the group’s new 

building in Randburg, is our ﬁrst 

building to be Green Star-rated, a 

rating received from the Green 

Building Council of South Africa. The 

building comprises over 34 500m2 of 

ofﬁce area and was designed to 

energy-efﬁcient speciﬁcations for a 

5-star Green Star ofﬁce design. 

A green building offers beneﬁts 

like signiﬁcant electricity cost 

savings by using energy-efﬁcient 

systems and occupancy sensors. 

MultiChoice City’s other green 

elements include a grey-water 

reticulation system, heating and 

cooling systems and processes to 

trap and disperse natural light.

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Performance review (continued)

 Non-ﬁnancial review continued

 Awards

Prestigious awards received by group companies during the year included: 

Internet businesses and awards

Markafoni received the 
Superbrands award in 2014 for 
the second time in a row. 
Markafoni was recognised for 
its role in fuelling Turkey’s 
economy.

For the seventh year in a row 
Allegro was rated the number 
one Polish commerce brand in 
a Polish brand 2014 contest by 
the Rzeczpospolita daily.

Mobile Trend Award 2014 for 
Allegro as the best promoter of 
mobile solutions in Poland.

goibibo won the coveted 
Economic Times Most 
Promising Brands Award 2015 
as the most promising and 
fastest growing brand. Goibibo.
com has been commended for 
capturing maximum mindshare 
in the market very quickly.

goibibo rated best website in 
the leisure and travel category 
by Website of the Year Awards 
2014.

Top 20 – Most Respected 
Companies in Nigeria, 
BusinessDay Media Limited 
(2014).

Best etailer company and best 
use of social media in 
marketing, Marketing World 
Awards (2014).

Best digital marketing 
company, Creative 
Entrepreneurs of Nigeria.

Best Customer Service 
Company in ecommerce, 
Nigeria Customer Service 
Awards (2014).

India

Fifth most trusted online brand 
by Trust Research Advisory’s 
Brand Trust Report 2015.

South  
Africa

Best Practice Award 2014 
Competitive Strategy 
Innovation Leadership in 
ecommerce retail, by Frost & 
Sullivan.

Mail and Guardian Top 
Companies Reputation Index 
2014 in the online classiﬁeds 
category.

Mcommerce app of the year at 
Mobile Appies.

Flipkart won the best legal 
team award for the ecommerce 
industry at the Legal Era 
Awards 2015.

Innovation in HR Award – Wall-
Street.ro, November 2014.

Cool Brands Award by Forbes 
Magazine.

xcellence in Management 
Award – Capital Magazine, 
March 2015.

Brazil

Best customer service in 
internet category, Prémio 
ÉPOCA Reclame AQUI.

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Performance review (continued)

 Non-ﬁnancial review continued

Video entertainment businesses and awards

Winner of one gold and one 
silver PromaxBDA Africa Award 
2014. 

Winner of one bronze 
PromaxBDA Global Excellence 
Award 2014.

SuperSport iOS app voted 
MTN’s best consumer app of 
2014.

First place in the ISP category 
at Ask Afrika Orange Index® 
Awards.

Winner of nine gold and seven 
silver PromaxBDA Awards 
2014.

Winner of one gold, two silver 
and two bronze PromaxBDA 
Global Excellence Awards 2014.

Let’s Play nominated as a 
ﬁnalist in Discovery Sport 
Industry Awards 2015.

Winner of nine gold and ﬁve 
silver PromaxBDA Africa 
Awards 2014.

Winner of two silver and two 
bronze PromaxBDA Global 
Excellence Awards 2014.

Winner of two bronze Loerie 
awards 2014.

Winner of media owner sales 
team (MOST) award for the 
fourth time (2014).

ENRICHING LIVES

DStv Explora voted most 
innovative at the 2015 Product 
of the Year Awards.

DStv rated the top socially 
devoted Facebook brand by 
Social Bakers.

AFRICA

Best Pay-TV brand in 
Mozambique Best Brand 
Awards (2014 and 2015).

Winner Best Pay-TV Brand of 
the Year 2014 by Marketing 
World, Nigeria.

Winner GOtv – Best Customer 
Care Company 2014 by 
Marketing World, Nigeria.

Winner of 17 South African 
Film and Television Awards.

Winner of 10 Royalty Soapie 
Awards.

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Ferial Haffajee, City Press’s 
editor-in-chief, was a 
co-recipient of the International 
Press Freedom Award by the 
US-based Committee to Protect 
Journalists (CPJ).

NB Publishers again scooped 
28 prestigious literary prizes.

Performance review (continued)

 Non-ﬁnancial review continued

 Awards continued

Media24 businesses and awards

News24’s elections app that 
gave live results for the 2014 
SA national elections, won a 
gold, silver and bronze pixel at 
the 2015 Interactive 
Advertising Bureau South Africa 
(IAB) Bookmarks Awards. 

Media24’s efashion store, 
Spree, achieved a silver pixel 
for its newsletters and a bronze 
pixel for its ecommerce site at 
the 2015 IAB Bookmarks 
Awards.

Media24’s publications and 
journalists scooped 10 prizes at 
the annual Standard Bank 
Sikuvile Journalism Awards – 
more than any other media 
company – across categories 
ranging from design, printing 
and layout to photography, as 
well as multimedia journalism. 
Media24 again won the Frewin 
(Beeld), McCall (Volksblad) and 
Joel Mervis (City Press) trophies 
for design excellence. Beeld 
won SA Story of the Year for its 
multimedia coverage of the 
Oscar Pistorius trial.

At the annual MDDA-Sanlam 
Local Newspaper Awards, 
Media24’s titles and journalists 
won ﬁve awards. Tygerburger 
was named best free 
(corporate-owned) newspaper 
in South Africa. 

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Corporate governance

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The board of directors conducts the group’s 

governance structures have clear approval 

business with integrity by applying appropriate 

frameworks.

corporate governance policies and practices.

Naspers has an internal control oversight 

 Introduction

forum comprising the chief ﬁnancial ofﬁcers 

(CFOs) and risk and internal audit managers of 

Compliance with the JSE Limited’s stock 

Naspers, MultiChoice and Media24, the Naspers 

exchange (JSE) Listings Requirements, applicable 

company secretary, the company secretary of 

London Stock Exchange (LSE) Listings 

MultiChoice and Media24 and group general 

Requirements and the Irish Stock Exchange 

counsel. The forum was tasked to ensure the 

Listings Requirements is monitored by the audit 

Naspers group’s governance structures and 

and risk committees of the board.

framework are employed in the in-scope entities 

The board’s executive, audit, risk, human 

in the group during the ﬁnancial year. 

resources and remuneration, nomination, and 

Compliance and progress are monitored by 

social and ethics committees fulﬁl key roles in 

the audit and risk committees and reported to 

ensuring good corporate governance. The group 

the board.

uses independent external advisers to monitor 

For a review of Naspers’s application of 

regulatory developments, locally and 

King III, go to http://www.naspers-reports.

internationally, to enable management to make 

com/2015/pdf/king-3.pdf.

recommendations to the Naspers board on 

matters of corporate governance.

 Application of and approach to 
King III

 Business ethics

The group’s code of business ethics and conduct 

is available on http://www.naspers.com/pdf/

policies/code-of-ethics.pdf.

The board, its committees, and the boards and 

This code applies to all directors and 

committees of subsidiaries MultiChoice and 

employees in the group. Ensuring that group 

Media24 are responsible for ensuring the 

companies adopt appropriate processes and 

appropriate principles and practices of the King 

establish supporting policies and procedures is 

Code of Governance Principles and the King 

an ongoing process. Management focuses on 

Report on Corporate Governance in South Africa 

policies and procedures that address key 

(King III) are applied and embedded in the 

ethical risks, such as conﬂicts of interest, 

governance practices of group companies.

accepting inappropriate gifts and acceptable 

A disciplined reporting structure ensures the 

business conduct.

Naspers board is fully apprised of subsidiary 

The human resources and remuneration 

activities, risks and opportunities. All controlled 

committee is the overall custodian of business 

entities in the group are required to subscribe to 

ethics. Unethical behaviour by senior staff 

the relevant principles of King III. Business and 

members is reported to this committee, along 

86  

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Corporate governance (continued)

with the manner in which the company’s 

Africa (BCCSA). These relate to incorrect 

disciplinary code was applied. The social and 

scheduling of content and incorrect parental 

ethics committee has a monitoring role.

guidance rating for certain content or in the 

Naspers is committed to conducting its 

electronic programme guide. Most of these 

business on the basis of complying with the law, 

issues are due to human error. Steps are being 

with integrity and with proper regard for ethical 

taken to correct this, both by M-Net internally 

business practices.

and with third-party suppliers of channels. 

Whistle-blowing facilities at most subsidiaries 

In the past year there were no environmental 

enable employees to anonymously report 

accidents, nor were any environment-related 

unethical business conduct.

ﬁnes imposed by any government. 

 Compliance framework

 The board

Naspers has a legal compliance programme that 

Composition

involves preparing and maintaining inventories 

Details of directors at 31 March 2015 are set out 

of material laws and regulations for each 

on page 98.

business unit, implementing policies and 

Naspers has a unitary board, which fulﬁls 

procedures based on these laws and regulations, 

oversight and controlling functions. The board 

establishing processes to supervise compliance 

charter sets out the division of responsibilities. 

and mitigate risks, monitoring compliance, 

The majority of board members are non-

implementing effective training and awareness 

executive directors and independent of 

programmes and reporting to the various boards 

management. To ensure that no one individual 

and management on the effectiveness of 

has unfettered powers of decisionmaking and 

these efforts.

 Penalties

authority, the roles of chair and chief executive 

are separate.

At 31 March 2015 the board comprised 

Because MultiChoice operates in a highly 

10 independent non-executive directors, four 

regulated environment in South Africa, 

non-executive directors and three executive 

compliance is important. The company 

directors, as deﬁned under the Listings 

participates in the regulatory process affecting 

Requirements of the JSE. Five directors (27%) 

its industry through various public forums and 

are from previously disadvantaged groups and 

debates, providing inputs on formulating 

three directors (20%) are female. These ﬁgures 

standards and strategies for this industry.

are above the average for JSE-listed companies.

MultiChoice and M-Net received ﬁnes of 

R85 000 from the self-regulatory body, the 

Broadcasting Complaints Commission of South 

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  87

 
Corporate governance (continued)

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The chair

Independent advice

The chair, Mr Koos Bekker, is a non-executive 

Individual directors may, after consulting with 

director. He replaced Mr Ton Vosloo, who retired 

the chair or chief executive, seek independent 

in April 2015. Mr Fred Phaswana replaced 

professional advice at the expense of the 

Mr Boetie van Zyl, who retired as lead director 

company on any matter connected with 

in all matters not dealt with by the non-

discharging their responsibilities as directors.

executive chair.

Meetings and attendance

The chief executive

The board meets at least four times a year, or 

The chief executive reports to the board and is 

more as required. The executive committee 

responsible for the day-to-day business of the 

attends to matters that cannot wait for the next 

group and implementing policies and strategies 

scheduled meeting. Non-executive directors 

approved by the board. Chief executives of the 

meet at least once annually without the chief 

various businesses assist him in this task. Board 

executive, ﬁnancial director and chair present, to 

authority conferred on management is delegated 

discuss the performance of these individuals.

through the chief executive, against approved 

Details of attendance at board and committee 

authority levels. On 1 April 2014 Mr Bob van Dijk 

meetings are provided on pages 98 and 99.

was appointed chief executive.

Evaluation

Orientation and development

The nomination committee carries out the 

An induction programme is held for new 

annual evaluation process. The performance of 

members of the board and key committees, 

the board and its committees, as well as that of 

tailored to the needs of individual appointees. 

the chair of the board, against their respective 

The company secretary assists the chair with the 

mandates in terms of the board charter and the 

induction and orientation of directors, and 

charters of its committees, is appraised. The 

arranges speciﬁc training if required.

committees perform self-evaluations against 

Conﬂicts of interest

their charters for consideration by the board. In 

addition, the performance of each director is 

Potential conﬂicts are appropriately managed to 

evaluated by the other board members, using 

ensure candidate and existing directors have no 

an evaluation questionnaire. The chair of the 

conﬂicting interests between their obligations 

nomination committee discusses the results with 

to the company and their personal interests. Any 

each director. A consolidated summary of the 

interest in contracts with the company must be 

evaluation is discussed by the board. The lead 

formally disclosed and documented. Directors 

independent director leads the discussion on the 

must also adhere to a policy on trading in 

performance of the chair.

securities of the company.

88  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Corporate governance (continued)

Board committees

statements; to safeguard, verify and maintain 

While the whole board remains accountable for 

accountability of its assets; and to detect fraud, 

the performance and affairs of the company, it 

potential liability, loss and material 

delegates certain functions to committees and 

misstatement, while complying with regulations. 

management to assist in discharging its duties. 

For those entities in which Naspers does not 

Appropriate structures for those delegations are 

have a controlling interest, the directors 

in place, accompanied by monitoring and 

representing Naspers on these boards seek 

reporting systems.

assurance that signiﬁcant risks are managed and 

Each committee acts within agreed, written 

systems of internal control are effective.

terms of reference. The chair of each committee, 

All internal control systems have 

all of who are non-executive directors, reports at 

shortcomings, including the possibility of human 

each scheduled board meeting.

error or ﬂouting of control measures. Even the 

The chair of each committee is required to 

best system may provide only partial assurance. 

attend annual general meetings to answer 

In the dynamic environment in which the 

questions.

company operates, management regularly 

The established board committees in 

reviews risks and the design of the internal 

operation during the ﬁnancial year are: executive 

controls system to address these, assisted by the 

committee, audit committee, risk committee, 

work and reports from internal audit on the 

human resources and remuneration committee, 

adequacy and operational effectiveness of 

nomination committee, and the social and ethics 

controls, which may indicate opportunities for 

committee. The board is satisﬁed that the 

improvement. The external auditor considers 

committees properly discharged their 

elements of the internal controls system as part 

responsibilities over the past year.

of its audit and communicates deﬁciencies when 

identiﬁed.

Internal control systems

The board reviewed the effectiveness of 

As part of the overall management of risk, the 

controls for the year ended 31 March 2015, 

system of internal controls in all material 

principally through a process of management 

subsidiaries and joint ventures under the 

self-assessment, including formal conﬁrmation in 

company’s control aims to prevent and detect 

the form of representation letters by executive 

any risk materialising and to mitigate any 

management. Consideration was given to input, 

adverse consequences thereof. The group’s 

including reports from internal audit and the 

system of internal controls is designed to provide 

external auditor, compliance and the risk 

reasonable, and not absolute, assurance on the 

management process. Where necessary, 

achievement of company objectives, including 

programmes for corrective actions have been 

integrity and reliability of the ﬁnancial 

initiated.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  89

 
Corporate governance (continued)

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Nothing has come to the attention of the 

Company secretary

board, external or internal auditors to indicate 

The company secretary, Mrs Gillian Kisbey-Green, 

any material breakdown in the functioning of 

and group legal counsel (legal compliance 

internal controls and systems during the year 

ofﬁcer), are responsible for guiding the board in 

under review.

Internal audit

discharging its regulatory responsibilities. On 

31 March 2015 Mr Craig Opperman resigned as 

group legal counsel. Mr André Coetzee, who 

An internal audit function is in place throughout 

retired on 31 March 2014, stepped in as acting 

the group. The head of internal audit reports to 

group legal counsel. Mr David Tudor was 

the chair of the Naspers audit committee, with 

appointed group legal counsel effective 

administrative reporting to the ﬁnancial director. 

1 June 2015.

A large part of the internal audit ﬁeldwork is 

Directors have unlimited access to the advice 

outsourced.

Non-audit services

and services of the company secretary. She plays 

a pivotal role in the company’s corporate 

governance and ensures that, in accordance with 

The group’s policy on non-audit services provides 

the pertinent laws, the proceedings and affairs 

guidelines on dealing with audit, audit-related, 

of the board, the company itself and, where 

tax and other non-audit services that may be 

appropriate, shareholders are properly 

provided by Naspers’s independent auditor to 

administered. She is also the company’s 

group entities. It also sets out services that may 

compliance ofﬁcer as deﬁned in the Companies 

not be performed by the independent auditor.

Act and delegated information ofﬁcer. The 

IT governance

company secretary monitors directors’ dealings 

in securities and ensures adherence to closed 

Information technology (IT) governance is 

periods. She attends all board and committee 

integrated in the operations of the Naspers 

meetings.

businesses. Management of each subsidiary or 

As required by JSE Listings Requirement 

business unit is responsible for ensuring effective 

3.84(i), the board has determined that the 

processes on IT governance are in place.

company secretary, who is a chartered 

Internal audit provides assurance to 

accountant (SA) with more than 20 years’ 

management and the audit committee on the 

company secretarial experience, has the 

effectiveness of IT governance.

requisite competence, knowledge and 

experience to carry out the duties of a secretary 

of a public company, and has an arm’s length 

relationship with the board.

90  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Corporate governance (continued)

Investor relations

Naspers’s investor relations policy can be found 

on www.naspers.com. It describes the 

principles and practices applied in interacting 

with shareholders and investors. Naspers is 

committed to providing timely and transparent 

information on corporate strategies and ﬁnancial 

data to the investing public. In addition, we 

consider the demand for transparency and 

accountability on our non-ﬁnancial (or 

sustainability) performance. In line with King III, 

Naspers recognises that this performance is 

based on its risk proﬁle and strategy, which 

includes non-ﬁnancial risks and opportunities.

The company manages communications with 

its key ﬁnancial audiences, including institutional 

shareholders and ﬁnancial (debt and equity) 

analysts, through a dedicated investor relations 

unit. Presentations and conference calls take 

place after publishing interim and ﬁnal results.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  91

 
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Our board
Our board

Koos Bekker (62) led the founding team of the 
M-Net/MultiChoice pay-television business in 
1985. He was also a founder of the cellular 
telephony, MTN. Mr Bekker 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. On 31 March 2014 he 
retired as chief executive of Naspers and 
stepped down from the board. On 17 April 2015 
he was reappointed to the Naspers board and 
succeeded Mr Vosloo as non-executive chair. 
His academic qualiﬁcations include: BAHons plus 
an honorary doctorate in commerce 
(Stellenbosch University), an LLB (University of 
the Witwatersrand) and an MBA (Columbia 
University, New York).

Rachel Jafta (54) holds the degrees MEcon and 
PhD, and is a professor of 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, 
chair of the Cape Town Carnival Trust and a 
member of the management committee of the 
Bureau for Economic Research at Stellenbosch 
University. She is a member of the human 
resources and remuneration committee of 
Media24 and chair of the nomination committee 
of Media24. She was appointed chair of the 
Media24 board in April 2013 and on 9 June 2015 
she was appointed to Naspers’s audit and risk 
committees. In 2015 she was appointed to the 
international advisory board of Fondação Dom 
Cabral Business School, Brazil.

Roberto Oliveira de Lima (64) from Brazil is a 
board member of Telefonica Brasil, Rodobens 
Negócios Imobiliarios, Grupo Pao de Açucar in 
Brazil and Edenred in France. Mr Oliveira de Lima 
has been CEO of Natura Cosmeticos in Brazil 
since September 2014. He also serves as board 
member on a pro bono basis in Centro de 
Pesquisas Tecnológicas – CPqD and Fundação 
Mata Atlantica.

92  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Our board (continued)

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Craig Enenstein (46) is the CEO of Corridor 
Capital, LLC, an operationally intensive private 
equity ﬁrm focused on the lower middle market. 
Corridor Capital, LLC is based in Los Angeles and 
was founded by Mr Enenstein in 2005. He holds 
an MBA in ﬁnance (Wharton School of Business), 
an MA International Studies (Lauder Institute, 
University of Pennsylvania) and a BA (University 
of California, Berkeley).

Bob van Dijk (42) was appointed chief 
executive of Naspers in April 2014. He joined the 
group as Allegro Group CEO in August 2013 and 
was promoted to CEO Global Transaction 
eCommerce in October 2013. He has over 
10 years of general management experience in 
online growth business, mainly with eBay and 
Schibsted, spanning the online marketplaces, 
online classiﬁeds and fashion segments. Most 
recently he was vice-president and general 
manager of eBay Germany and Europe Emerging 
Markets. Prior to his general management 
career, Mr van Dijk was an entrepreneur in 
online ﬁnancial products. He started his career in 
McKinsey with a focus on mergers and 
acquisitions and media. Mr van Dijk has an 
MBAHons from INSEAD and an MSc (cum laude) 
in econometrics from Erasmus University 
Rotterdam.

Fred Phaswana (71) holds the qualiﬁcations MA 
(Unisa) and BComHons (Rand Afrikaans 
University, now University of Johannesburg), and 
obtained a BA (philosophy, politics and 
economics) from Unisa in 2010. He joined 
Naspers as a director in 2003. He recently 
stepped down as chair of The Standard Bank 
Group and of Standard Bank of South Africa 
Limited and he is joint chair of the Mondi Group.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  93

 
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Our board (continued)

Steve Pacak (60), a chartered accountant (SA), 
began his career with Naspers at M-Net in 1988 
and has held various executive positions in the 
Naspers group. He is a director of MultiChoice 
South Africa Holdings and other companies in 
the wider Naspers group. He was appointed an 
executive director of Naspers in 1998. He retired 
as Naspers’s ﬁnancial director on 30 June 2014, 
but remained on the board as an alternate 
non-executive director. On 15 January 2015 he 
was appointed as a non-executive director on 
the Naspers board. 

Mark Sorour (53) joined the Naspers group in 
1994, heading up business development and 
corporate ﬁnance throughout Africa, the Middle 
East, Thailand, China, Europe, USA and Asia. 
Following assignments located in Hong Kong and 
Amsterdam, he returned to Cape Town in 2002 
as the group chief investment ofﬁcer. Since then 
he has had global responsibility for equity 
capital markets and mergers and acquisitions 
activities. Mr Sorour is a qualiﬁed chartered 
accountant (SA) holding a BCom and DipAcc. 
On 16 April 2014 he was appointed as alternate 
executive director on the Naspers board and 
then as an executive director on 
15 January 2015.

Ben van der Ross (68), who holds the 
qualiﬁcation DipLaw (University of Cape Town) 
and is an admitted attorney, is chair of Strategic 
Real Estate Management Proprietary Limited that 
manages the Emira Property Fund. He also 
serves, inter alia, on the boards of FirstRand 
Limited, MMI Holdings Limited, Pick n Pay Stores 
Limited, Distell Limited and Lewis Group Limited.

94  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Our board (continued)

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Debra Meyer (48) is professor of biochemistry 
and executive dean of the faculty of science at 
the University of Johannesburg. She was a 
Fulbright Scholar at the University of California, 
Davis, where she obtained a PhD in biochemistry 
and molecular biology. She has completed 
modules in media strategy and academic 
leadership at Harvard and Gibs (University of 
Pretoria) and makes regular contributions to 
several newspapers and magazines. She serves 
as trustee or board member of several 
organisations.

Basil Sgourdos (45) was appointed ﬁnancial 
director of Naspers in July 2014. A qualiﬁed 
chartered accountant (SA), he worked at 
PricewaterhouseCoopers Inc. from 1989 to 1994. 
Thereafter he joined Naspers, initially as the 
ﬁnance manager of the South African operations 
division in MultiChoice and then as chief ﬁnancial 
ofﬁcer of our investment in the Thai-listed United 
Broadcasting Corporation Pcl., where he 
remained for 10 years. Mr Sgourdos then spent 
two years in Amsterdam as general manager of 
pay-television business development globally, 
before being appointed as group chief ﬁnancial 
ofﬁcer of MIH in January 2009. He held this 
position until he became group chief ﬁnancial 
ofﬁcer of the Naspers group on 1 July 2014.

Cobus Stofberg (64) is a founder member of 
M-Net in 1986. He served as CEO of the MIH 
group from 1997 to 2011, and has been 
instrumental in the expansion of the group. Prior 
to joining M-Net, he was a partner of Coopers & 
Lybrand (predecessor of PricewaterhouseCoopers 
Inc.). He holds a BComLaw and LLB from 
Stellenbosch University, BComptHons from Unisa 
and qualiﬁed as a chartered accountant (SA).

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  95

 
Our board (continued)

Don Eriksson (70) is a chartered accountant (SA) 
and an honorary life member of the Institute of 
Directors of Southern Africa (IoDSA). Mr Eriksson 
is chair of Oakleaf Insurance Company Limited, 
Insurance Outsourcing Managers Holdings 
Limited, Renasa Insurance Company, 
Summerﬁeld Retirement Village and the 
remuneration committee of Discovery Health 
Medical Scheme. He is also a member of the 
audit and risk committees of Discovery Health 
Medical Scheme and an independent non-
executive director of Naspers Limited. He served 
on the council of IoDSA for a number of years 
and was a partner at Coopers & Lybrand (now 
PricewaterhouseCoopers Inc.).

Nolo Letele (65) joined M-Net in 1990 and 
pioneered MultiChoice’s expansion outside South 
Africa. In 1995 he moved to Ghana, where he 
served as West African regional general 
manager. In 1999 he was appointed chief 
executive of MultiChoice SA, and later served as 
MultiChoice group chief executive until 2010, 
when he was appointed executive chair of the 
MultiChoice South Africa Holdings board. 
Mr Letele has won several awards including 
Media Man of the Year in 2001 (Saturday Star 
– Business Report); Media Owner of the Year in 
2003 (Financial Mail Adfocus); and the Lifetime 
Africa Achievement Prize for media development 
in Africa (Millennium Excellence Foundation). He 
holds an honours degree in electronic 
engineering (UK). His directorships include 
BuiltAfrica Proprietary Limited.

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96  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Our board (continued)

Directors who stepped down from the board subsequent to year-end.

Ton Vosloo (77) became managing director of 
Naspers in 1984, serving as executive chair from 
1992 to 1997. Mr Vosloo worked as a journalist 
from 1956 to 1983 and as editor of Beeld from 
1977 to 1983. Until recently he was a director of 
Media24 and MultiChoice South Africa Holdings. 
He was the non-executive chair of the board of 
Naspers, a position he held since 1997. On 
17 April 2015 Mr Vosloo retired as chair and 
board member from the Naspers board. He is a 
former chair 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. 

Yuanhe Ma (74) retired from his post as head of 
State Administration of Radio, Film and 
Television’s (SARFT’s) ofﬁce in Hong Kong in 
March 2002. Before moving to Hong Kong, he 
was director-general of the foreign affairs 
department of SARFT. He worked in SARFT for 
more than 30 years. He graduated from Beijing 
Broadcasting Institute’s foreign language 
department. Subsequent to the ﬁnancial 
year-end, Mr Ma retired from the Naspers board 
on 17 April 2015.

Francine-Ann du Plessis (60) was a director of 
Naspers from 2003 to 2015 and holds the 
qualiﬁcations BComHons (taxation), LLB and 
CA(SA). Although admitted as an advocate of the 
Cape High Court, she practises as a chartered 
accountant and is a director of LDP Inc. She was 
a member of the audit and risk committees of 
Naspers. She also served on the boards of 
Standard Bank and ArcelorMittal. With effect 
from 29 May 2015 Advocate du Plessis resigned 
from the Naspers board and committees.

Boetie van Zyl (76) holds the qualiﬁcations 
PrEng and BScEng (mechanical) (University of 
Cape Town). He joined Naspers as a director in 
1988. He is a director of the Peace Parks 
Foundation and a trustee of WWF South Africa. 
He was chair of the audit, risk and social and 
ethics committees of Naspers and a member of 
the human resources and remuneration 
committee and nomination committee of 
Naspers. Subsequent to the ﬁnancial year-end on 
17 April 2015, Mr van Zyl retired from the 
Naspers board and committees.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  97

 
Our board (continued)

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 Directors and attendance at meetings

Date ﬁrst 
appointed in 
current position

Date last 
appointed

Eight board 
meetings were 
held during 
the year.
Attendance:

T Vosloo(1)
F-A du Plessis(2)

6 October 1997
23 October 2003

30 August 2013
30 August 2013

C L Enenstein

16 October 2013

16 October 2013

D G Eriksson

16 October 2013

16 October 2013

R C C Jafta 

23 October 2003

29 August 2014

F L N Letele
D Meyer

22 November 2013 22 November 2013
25 November 2009

29 August 2014

R Oliveira de Lima

16 October 2013

16 October 2013

Y Ma(1)

16 October 2013

16 October 2013

S J Z Pacak(3)
T M F Phaswana 

15 January 2015
23 October 2003

15 January 2015
30 August 2013

M R Sorour(4)
V Sgourdos(5)
J D T Stofberg
B van Dijk
B J van der Ross

15 January 2015
1 July 2014
16 October 2013
1 April 2014
12 February 1999

15 January 2015
1 July 2014
16 October 2013
1 April 2014
30 August 2013

J J M van Zyl(1)

1 January 1988

29 August 2014

8
8

8

7

8

8
8

8

8

8
7

7
6
7
8
8

8

Category

Non-executive
Independent 
non-executive
Independent 
non-executive
Independent 
non-executive
Independent 
non-executive
Non-executive
Independent 
non-executive
Independent 
non-executive
Independent 
non-executive
Non-executive
Independent 
non-executive
Executive
Executive
Non-executive
Executive
Independent 
non-executive
Independent 
non-executive

Notes
Mr Bekker was appointed as a non-executive director and chair with effect from 17 April 2015.
(1) Retired 17 April 2015.
(2) Resigned 29 May 2015.
(3)  Retired 30 June 2014 as an executive and ﬁnancial director. Appointed alternate director 1 July 2014. Resigned as alternate director 

and appointed a non-executive director 15 January 2015.

(4)  Appointed alternate director 16 April 2014. Resigned as alternate director and appointed as an executive director 15 January 2015.
(5)  Appointed ﬁnancial director 1 July 2014.

98  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Our board (continued)

 Committees and attendance at meetings

Executive
committee

Audit
committee(1)

Risk
committee

Human
resources
and
remuneration
committee(1)

Nomination
committee(1)

Social
and ethics
committee

No
meetings
held during
the year.

Four
meetings
held during
the year.
Attendance:

Four
meetings
held during
the year.
Attendance:

Six
meetings
held during
the year.
Attendance:

Six
meetings
held during
the year.
Attendance:

Three
meetings
held during
the year.
Attendance:

Category

T Vosloo(2)
F-A du Plessis(3)

D G Eriksson(4)

R C C Jafta

F L N Letele
D Meyer

S J Z Pacak(5)
T M F Phaswana(6)

V Sgourdos(7)
J D T Stofberg(8)
J J M van Zyl(2)

B J van der Ross

√

√
√

√

√

√

√

√

√

√

4

4

4

4

√
√

√

√

√

√

√

√

4
4

4

4

4

4

4

√

6

√

6

√

6

√

6

√

√
√

n/a

n/a
6

√

√
√

n/a

n/a
6

√

√

√
√

√

√

√

1

3

3
3

1

2

3

Non-executive
Independent 
non-executive
Independent 
non-executive
Independent 
non-executive
Non-executive
Independent 
non-executive
Non-executive
Independent 
non-executive
Executive
Non-executive
Independent 
non-executive
Independent 
non-executive
Executive
Non-executive

4

√

√

B van Dijk(9)
E Weideman
Notes
√ Member.
Mr Bekker was appointed as a non-executive director and chair with effect from 17 April 2015. Mr Bekker will serve on the human 
resources and remuneration committee as chair and a member of the nomination committee. He will attend the audit and risk 
committees’ meetings by invitation.
(1) Executive directors attend meetings by invitation.
(2) Retired 17 April 2015.
(3) Resigned 29 May 2015. 
(4)  Appointed a member of the audit committee 29 August 2014. Previously, Mr Eriksson attended audit committee meetings in an 

3
3

√
√

advisory role. Appointed chair of the audit committee 17 April 2015.

(5)  Retired 30 June 2014 as an executive and ﬁnancial director. Appointed alternate director 1 July 2014. Resigned as alternate director 

and appointed a non-executive director 15 January 2015.

(6)  Appointed 17 April 2015. 
(7) Appointed 1 July 2014.
(8) Appointed alternate on the committees to Mr Bekker 17 April 2015.
(9) Appointed 1 April 2014.

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Remuneration report

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 Salient features

This report sets out our remuneration policy 
for non-executive directors, executive directors 
and staff, as well as its implementation. Some 
key points:
(cid:3)(cid:90) Non-executive directors: The highly 

competitive markets we operate in, and the 
brutal global competition we face, require us 
to continually evaluate the expertise of our 
board. Recently we realised annual savings of 
some R20m per year by collapsing two 
traditional structures into a single combined 
board. To appropriately compensate the new 
combined board, we envisage a revised 
payment structure for non-executive directors 
to ensure we attract and retain suitable talent 
– please see pages 102 to 103.

(cid:3)(cid:90) Executives: As with non-executive directors, 
we need to recruit and keep vital executive 
skills in a competitive, global market. Our 
three-tier remuneration structure aligns the 
interests of executives and shareholders: 
(cid:3)(cid:79) ﬁxed salary
(cid:3)(cid:79) executives receive short-term performance 
bonuses by achieving annual targets, and
(cid:3)(cid:79) longer-term incentives mirror shareholder 
gains, with executives being rewarded for 
their contribution to the performance of 
their business unit by receiving a portion of 
medium-term gains made by shareholders 
– page 101.

 Remuneration strategy and 
policy

Naspers’s remuneration strategy aims to attract, 
motivate and retain the best leaders, 
entrepreneurs, creative engineers and employees 
to create sustainable shareholder value.

Policies and practices align the remuneration 
and incentives for executives and employees to 
the group’s business strategy. Group companies 
are responsible for developing their own policies 

and beneﬁts within the parameters of group 
remuneration policy and local laws, as well as 
each company’s needs.

Naspers has an integrated and balanced 
approach to its reward strategy that aligns 
stakeholder interests. Accordingly, individual 
reward components are aligned to the 
business-speciﬁc value drivers of the group. Our 
primary objectives include promoting superior 
performance; directing employees’ energies to 
key business goals; achieving the most effective 
returns for employee spend; and addressing 
diverse needs across differing cultures.

Non-executive director remuneration
Non-executive directors receive annual 
remuneration as opposed to a fee per meeting, 
which recognises their ongoing responsibility for 
efﬁcient control of the company. This is 
augmented by compensation for services on 
committees of the board and the boards of 
subsidiaries. A premium is payable to the chairs 
of boards and committees.

Remuneration is reviewed annually, and is not 

linked to the company’s share price or 
performance. Non-executive directors do not 
qualify for share allocations under the group’s 
incentive schemes. Supported by independent 
advice, the human resources and remuneration 
committee makes its recommendations to the 
board which, in advance, annually recommends 
the remuneration of non-executive directors for 
approval by shareholders.

Executive remuneration
At executive level, our focus is on the most 
appropriate balance between guaranteed annual 
remuneration and individual incentive plans 
linked to creating shareholder value. In this 
context, Naspers usually has a three-tiered 
structure for remuneration:
(cid:3)(cid:90) Guaranteed pay for performing the contractual 

role. 

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Remuneration report (continued)

(cid:3)(cid:90) Short-term annual individual performance 

bonus: based on actual achievement against 
appropriate personal and business unit targets 
for the ﬁnancial year, plus discrete individual 
objectives.

(cid:3)(cid:90) Long-term incentives: share-based incentive 

schemes, which are aligned with 
shareholders’ net gains.
At senior level, we aim to tailor compensation 

structure to the needs of the speciﬁc business.

Guaranteed pay
This includes base pay, and may contain a 
car allowance, pension, medical and other 
optional beneﬁts.

Remuneration packages are reviewed 

annually and compared with reported ﬁgures for 
similar positions to ensure they are fair and 
sensible. In some cases, independent consultants 
provide benchmarks. We have no speciﬁc group 
policies to, for example, pay the median wage 
as the requirements of a group serving a 
multitude of countries differ widely.

Short-term bonus
Most executives have an annual bonus scheme 
that may comprise a variable component for 
surpassing business unit ﬁnancial and operational 
objectives, as well as ﬁxed amounts for 
achieving speciﬁc discrete personal objectives. 
This incentive plan for each executive is agreed 
annually in advance, and based on targets that 
are veriﬁable and aligned to the speciﬁc business 
unit’s annual business plan, risk management 
policy and strategy. Where targets are not met, 
no bonus is paid.

Long-term incentives
These are generally share-based schemes using 
Naspers N shares or shares/appreciation rights 
in relevant business units. These awards 
normally vest over four or ﬁve years and must 
be exercised within ﬁve to 10 years from the 

date of grant. These incentives are not free: 
employees are offered the share/appreciation 
right at market value on the day of the award. 
They beneﬁt only if they, together with 
colleagues in that unit, create additional value 
over the next four or ﬁve years. The demand is 
therefore to create net new value above the 
value on the date of issue. This completely aligns 
employee and shareholder interests.

Various remuneration committees in the group 
review share-based awards annually. In addition, 
if a group company employs people during the 
year, awards may be made on appointment. 
Guidelines for making awards have been set.

No awards are made during closed periods, 

backdating is prohibited, and there is no 
repricing or automatic regranting of underwater 
shares/appreciation rights. There is no automatic 
entitlement to bonuses or early vesting of 
share-based incentives if an executive leaves the 
company. A cap applies to the number of 
shares/appreciation rights that may be awarded 
in aggregate and to any individual.

Service contracts
Executives’ contracts comply with terms and 
conditions of employment in the local 
jurisdiction. Top executives’ contracts do not 
contain golden parachute clauses and none 
automatically trigger a restraint payment.
Non-executive directors are subject to 
regulations on appointment and rotation 
in terms of the company’s memorandum 
of incorporation and the South African 
Companies Act.

Approval and implementation
The board, based on the recommendation of the 
human resources and remuneration committee, 
approves the remuneration policy. 
Implementation is delegated to the Naspers 
human resources and remuneration committee. 
The boards of subsidiaries follow a similar 

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practice, within the parameters of the Naspers 
remuneration policy. The remuneration policy is 
put to shareholders at the annual general 
meeting for a non-binding vote.

 Non-executive directors
Non-executive directors’ terms of 
appointment
The board has clear procedures for appointing 
and orientating directors. The nomination 
committee periodically assesses the skills 
represented on the board and determines 
whether these meet the company’s needs. 
Annual self-evaluations are done by the board 
and its committees. Directors are invited to give 
their input in identifying potential candidates. 
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. Additionally, 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.

Rationale for non-executive directors’ 
remuneration
Naspers started 100 years ago as a South 
African-based print media company. In 1984 we 
bought a minority stake in a pay-television 
venture, then entered mobile telephony. In 2000 
we swapped our mobile telephony stake for 
control of the pay-TV business, which gradually 
started investing in internet ventures.

Between 2000 and 2013 a “dual board” 

structure evolved, where the electronic interests 
(pay-TV and internet) were mainly controlled by 
the board of subsidiary MIH, which comprised 
several directors based outside South Africa and 
always met abroad. Naspers, the mother 
company, comprised South Africans and met 
almost always domestically. This structure made 
sense while print interests were a substantial 
part of the business but, over time, the 
electronic interests grew to represent the bulk 
of the business, increasingly located outside 
South Africa.

To put this in context: today the group 

operates in some 130 countries, competing with 
global players in the ﬁeld of internet, 
ecommerce and video-entertainment services. 
Naspers is the third largest company on the JSE 
with a market capitalisation of around US$60bn 
at year-end and it is ranked at 130 of over 
2 400 securities in the MSCI All World Index. The 
international scale of the group means we need 
to navigate and compete in a ﬁeld of high 
technology and changing consumer habits. It 
also means Naspers needs non-executive 
directors with global expertise.

As the group evolved, the work of the 
Naspers and MIH boards overlapped almost 
completely. By combining these boards in 2013, 
we reduced an aggregate 20 (nine MIH plus 
11 Naspers) non-executive directors to a present 
12 members. Nine scheduled board meetings 
(ﬁve abroad, four in SA) were reduced to ﬁve 
(two in SA, three abroad); eight audit and risk 
committees’ meetings were cut to four; and 
nine human resources and remuneration and 
nomination committees’ meetings became ﬁve. 
The resultant savings were in director’s fees, 
travel costs, and the cost of producing board and 
committee papers are estimated to be in excess 
of R20m (this ﬁgure has not been audited by 
PricewaterhouseCoopers Inc.). This excludes the 

102  

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Remuneration report (continued)

cost of management’s time spent preparing for and attending the various committee and board 
meetings.
After the decision to combine the boards, we sought external advice on setting a suitable 
compensation level for the new combined board, using two points of reference:
(cid:3)(cid:90) Average board compensation of the Top 10 JSE companies.
(cid:3)(cid:90) Average board compensation of Naspers’s industry peers internationally, ie competitors in the 

same broad ﬁeld and of similar scale.
These ﬁgures were aggregated and an average obtained. To err on the side of caution, 80% of this 
aggregated benchmark was used as suitable compensation for the new combined board. The current 
structure and detailed table of proposed compensation for the 2016 ﬁnancial year are shown below:

Board
Chair*
Member 

1.1
1.2

31 March 2016
(proposed)

2,5 times member
US$164 000

All members: daily fees when travelling to and attending meetings 
outside home country

US$3 500

Committees 
Audit committee: Chair

Member

Risk committee:  Chair

Member

Human resources and remuneration committee:  Chair

Member

Nomination committee: Chair

Social and ethics committee: Chair

Member

Member

1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12

Other
Trustee of group share schemes/other personnel funds

1.13
1.14 Media24 pension fund:  Chair
1.15

Trustee

2,5 times member
US$40 400
2,5 times member
US$24 000
2,5 times member
US$28 400
2,5 times member
US$15 300
2,5 times member
US$21 000

R44 190
R111 548
R76 365

Note
*  The non-executive chair of Naspers does not receive additional remuneration for attending meetings, or being a member of, 

or chairing any committee of the board, or for attending Tencent board and committee meetings.

Remuneration of non-executive directors for the year ending 31 March 2017, based on a 5% increase 
year on year, will be proposed at the annual general meeting in August 2015.

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Remuneration report (continued)

Non-executive directors’ emoluments for the ﬁnancial year to 31 March 2015

Fees for services as directors
Fees for services as directors of subsidiary companies

2015
R’000

26 264
4 966

31 230

2014
R’000

14 262
6 885

21 147

Individual non-executive directors received the following remuneration and emoluments in the 
current ﬁnancial year:

2015

 Committee(2) and 
trustee(3) fees 

 Directors’ fees(1) 

 Other fees(4)  

 Directors’ fees(1) 

 Paid 
 by 
 com- 
 pany 
 R’000 

 4 412 
 1 312 
 2 090 
 1 312 
 1 312 
 — 
 1 312 
 2 090 
 1 312 
 2 090 
 456 
 1 274 
 — 
 1 866 
 — 
 1 312 
 1 312 
 — 
23 462 

 Paid 
 by 
 sub- 
sidiary 
 R’000 

 — 
 — 
 — 
 600 
 770 
 — 
 — 
 — 
 257 
 — 
 470 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 2 097 

 Paid 
 by 
 com- 
 pany 
 R’000 

 — 
 494 
 — 
 308 
 428 
 — 
 98 
 — 
 98 
 — 
 22 
 — 
 — 
 — 
 — 
 308 
 1 046 
 — 
 2 802 

 Paid 
 by 
 sub- 
 sidiary 
 R’000 

 Paid 
 by 
 com- 
 pany 
 R’000 

 — 
 — 
 — 
 430 
 101 
 — 
 — 
 — 
 58 
 — 
 179 
 — 
 — 
—
 — 
—
—
 — 
 768 

 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 — 

 Paid 
 by 
 sub- 
sidiary 
 R’000 

 — 
 — 
 553 
 — 
 — 
 — 
 — 
 — 
 — 
 553 
 995 
 — 
 — 
 — 
 — 
 — 
 — 
 — 
 2 101 

 Total 
 2015 
 R’000 

 4 412 
 1 806 
 2 643 
 2 650 
 2 611 
 — 
 1 410 
 2 090 
 1 725 
 2 643 
 2 122 
 1 274 
 — 
 1 866 
 — 
 1 620 
 2 358 
 — 
31 230 

 Paid 
 by 
 com- 
 pany 
 R’000 

 3 145 
 615 
 793 
 282 
 615 
 359 
 205 
 793 
 615 
 793 
 — 
 615 
 410 
 756 
 359 
 615 
 615 
 359 
11 944 

 Paid 
 by 
 sub- 
sidiary 
 R’000 

 1 437 
 — 
 108 
 350 
 720 
 86 
 — 
 108 
 240 
 108 
 — 
 — 
 1 655 
 — 
 86 
 — 
 591 
 86 
 5 575 

2014

 Committee(2) and 
trustee(3) fees 

 Paid 
 by 
 com- 
 pany 
 R’000 

 — 
 455 
—
 128 
 322 
 41 
 29 
 — 
 88 
 — 
 — 
 — 
 — 
 — 
 — 
 280 
 934 
 41 
 2 318 

 Paid 
 by 
 sub- 
sidiary 
 R’000 

 189 
 — 
 253 
 198 
 95 
 60 
 — 
 — 
 14 
 255 
 — 
 — 
 32 
 — 
 21 
 — 
 179 
 14 
 1 310 

 Total 
 2014 
 R’000 

 4 771 
 1 070 
 1 154 
 958 
 1 752 
 546 
 234 
 901 
 957 
 1 156 
 — 
 615 
 2 097 
 756 
 466 
 895 
 2 319 
 500 
21 147 

Non-executive 
directors

T Vosloo(5)
F-A du Plessis(6)
C L Enenstein(4)
D G Eriksson(7)
R C C Jafta
L N Jonker(8)
F L N Letele
Y Ma(5)
D Meyer
R Oliveira de Lima(4)
S J Z Pacak(4), (9)
T M F Phaswana
L P Retief(10)
J D T Stofberg
N P van Heerden(8)
B J van der Ross
J J M van Zyl(5)
H S S Willemse(8)

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Remuneration report (continued)

Notes
(1)  Directors’ fees include fees for services as directors, where appropriate, of Media24 Proprietary Limited, MultiChoice South Africa 
Holdings Proprietary Limited and NMS Insurance Services Limited. An additional fee may be paid to directors for work done as 
directors with speciﬁc expertise.

(2)  Committee fees include fees for attending meetings of the audit committee, risk committee, human resources and remuneration 

committee, nomination committee, and social and ethics committee.

(3)  Trustee fees include fees for attending meetings of the group’s retirement funds.
(4)  Compensation for assignments.
(5)  Retired 17 April 2015.
(6)  Resigned 29 May 2015.
(7)  At the annual general meeting on 29 August 2014, Mr Eriksson was elected a member of the audit committee. As an independent 

non-executive director, he previously attended meetings in an advisory role.
(8)  Resigned 16 October 2013. Only the comparative ﬁgures are shown in the table.
(9)  Retired as ﬁnancial director on 30 June 2014 and appointed alternate to a non-executive director on 1 July 2014.  

On 15 January 2015 Mr Pacak was appointed as a non-executive director.

(10)  Resigned 21 November 2013. Only the comparative ﬁgure is shown in the table.

General notes
Committee and trustee fees include, where appropriate, fees to be considered by shareholders at the annual general meeting on 
28 August 2015 for services as trustees or members, as appropriate, of the group share schemes/retirement funds/Media24 safety, 
health and environment committee.
Non-executive directors are subject to regulations on appointment and rotation in terms of the company’s memorandum of 
incorporation and the South African Companies Act.

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Remuneration report (continued)

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 Executive remuneration

Executive remuneration is guided by the group 
policy (refer to page 100) and tailored for 
individual companies.

Long-term incentives
Supported by the recent ﬁndings of remuneration 
experts, we believe our long-term share-based 
incentive schemes are more effective than 
one in which an individual is set targets over 
ﬁve years and paid a bonus on achieving 
that, because:
(cid:3)(cid:90) Companies in our industry can only budget 
accurately for the year ahead, not ﬁve years 
out where targets can only be based on 
guesswork prepared by executives 
themselves.

(cid:3)(cid:90) A complete misalignment of shareholders’ 
and executives’ interests may occur. For 
example, an executive may meet the targets, 
but the company’s share price may decline 
because a competitor outperforms it, resulting 
in the executive receiving a long-term bonus 
while the shareholder loses value.
In keeping with our policy to offer competitive 

packages, a proposal was approved by the 
board, and will be tabled for consideration by 
shareholders at the annual general meeting in 
August 2015, to introduce a restricted stock unit 
(RSU) scheme based on Naspers shares, similar 
to those offered by many global internet ﬁrms 
with which we compete for talent. This RSU 
scheme is not aimed at senior and executive 
management and will not replace the group’s 
share option and share appreciation rights plans, 
which remain the primary equity compensation 
vehicle for long-term incentives for the group.

If approved by shareholders, RSU grants will 

be used to attract and retain critical talent: 
mid-level individuals in the organisation, such as 
engineers and those employees with specialist 

skills sets. It will act as an important retention 
tool throughout the four-year-phased vesting 
period.

All our equity plans are benchmarked to the 
external market. We subscribe to the concept of 
value creation and pay for performance. Grants 
are generally made to employees, who, through 
their individual and collective efforts, drive the 
creation of shareholder value. We aim to align 
the interests of our employees and shareholders 
by offering employees (as many as is 
practicable) the opportunity to become 
shareholders themselves.

The group’s numerous share-based incentive 

schemes are set out in equity compensation 
beneﬁts in the notes to the annual ﬁnancial 
statements on www.naspers.com.

At 31 March 2015 the group held 3 679 466 
(2014: 15 567 818) Naspers N ordinary shares 
as treasury shares to settle outstanding options 
under certain group share incentive schemes. 
The expected dilutive effect of these treasury 
shares on the group’s earnings, on a per-share 
basis,  was 14 cents per N ordinary share 
(2014: 37 cents).

In accordance with schedule 14 of the JSE 
Limited Listings Requirements and the South 
African Companies Act, at the annual general 
meeting in August 2011 shareholders approved 
that up to 40 588 541 Naspers N ordinary shares 
(some 10% of Naspers’s N ordinary share capital 
at 31 March 2010) may be issued for the group’s 
share-based incentive schemes. During the 
ﬁnancial year to 31 March 2015, 699 556 new 
N ordinary shares had been so issued.

Pension and medical beneﬁts
During the year group companies made 
contributions for executive directors to 
appropriate pension schemes. The rate of 
contribution is variable and is considered in total 

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Remuneration report (continued)

compensation, based on the pensionable salary of these individuals. The value of contributions for 
each executive director appears in the summary of directors’ emoluments below. No non-executive 
directors of Naspers contributed to any group pension fund in 2015.

Guaranteed package increases
In the 2015 ﬁnancial year the overall ﬁxed salary increase for the Naspers group varied across the 
jurisdictions where we operate. In determining salary increases we consider local economic indicators 
such as inﬂation and cost-of-living changes, overall movement in the local (and, where appropriate, 
regional and global) labour market, any collective bargaining agreements and, most importantly, the 
performance of the individual employee.

Where appropriate, the committee annually benchmarks the total compensation of Naspers senior 

executives, and considers this along with individual and company performance when awarding 
compensation. The committee uses external consultants to benchmark the remuneration of its senior 
executives.

Executive directors’ emoluments for the ﬁnancial year to 31 March 2015

Annual 
cash 
bonuses 
and 
performance-
related 
payments
R’000

Pension 
contribution 
paid on 
behalf of 
director 
to the 
pension 
scheme
R’000

Total
R’000

—

 123 

 1 208 

3 275

14 261

6 994

24 530

2 845

2 845

 789 

12 671

 3 087 

23 105

4 291

20 982

 8 290 

57 966

474

474

7 518

7 518

Salary
R’000

1 085 

 8 607 

 5 757 

9 697

 25 146 

4 199

4 199

2015
S J Z Pacak
Paid by other companies in the group
V Sgourdos
Paid by other companies in the group
M R Sorour
Paid by other companies in the group
B van Dijk
Paid by other companies in the group

Total

2014
S J Z Pacak

Total

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  107

 
Remuneration report (continued)

On 30 June 2014 Mr Pacak retired as ﬁnancial 
director, but remained on the board as an 
alternate non-executive director. Mr Sgourdos 
succeeded Mr Pacak as chief ﬁnancial ofﬁcer and 
has an indeﬁnite employment contract. On 
15 January 2015 Mr Pacak was appointed as a 
non-executive director. Mr van Dijk was 
appointed chief executive on 1 April 2014. 
Mr Sorour was appointed as alternate executive 
director on 16 April 2014 and an executive 
director on 15 January 2015.

Annual performance payments for Messrs 
Sgourdos, Sorour and van Dijk are based on 
ﬁnancial, operational and discrete personal 
objectives, approved by the human resources 
and remuneration committee in advance. 
Mr van Dijk’s bonus is capped at a maximum of 
the annual total cost to company and is entirely 
linked to achieving the group business plan as 
approved by the board and personal targets. 
Mr Sorour is responsible for mergers, acquisitions 
and divestitures and therefore holds a highly 
commercial role with a direct and signiﬁcant 
impact on the group’s success. His bonus is 
capped at double his annual total cost to 
company. Mr Sgourdos’s bonus is primarily driven 
by the ﬁnancial performance of the group and 
certain corporate governance objectives. His 
annual performance cap is 50% of the total cost 
to company.

No other remuneration is paid to executive 
directors. Remuneration is earned for services 
rendered in conducting the business of the 
group. Interests in group share-based incentive 
schemes are set out on pages 108 to 110.

Executive directors’ contracts
No executive director has a notice period of 
more than one year. No executive director’s 
service contract includes predetermined 
compensation on termination exceeding one 
year’s salary and beneﬁts.

 Shareholding

Directors’ interests in the group’s share 
incentive schemes
The executive directors of Naspers are allowed 
to participate in group share-based incentive 
schemes. Executive directors who retire and 
become non-executive directors are allowed to 
retain their share options/appreciation rights 
under the rules of the group’s share-based 
incentive schemes only if they serve on group 
boards. A summary of executive directors’ 
participation in Naspers scheme shares, in 
relation to shares not yet released at 
31 March 2015, is set out below. Full details 
can be found in note 17 on page 74 of the 
consolidated annual ﬁnancial statements.

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108  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Remuneration report (continued)

MIH (Mauritius) Limited share incentive scheme

Name

Offer date

Number of 
N shares

Purchase 
price

Release 
period

Value of

option(1)

S J Z Pacak(2)

07/09/2012

54 000

R484,70

V Sgourdos(3)

08/09/2010
19/09/2011

2 223
14 163

R306,00
R350,00

02/07/2012

33 370

R436,83

11/07/2013

27 360

R770,00

04/09/2014

22 409

R1 380,78

B van Dijk(4)

11/07/2013

20 094

R770,00

28/03/2014

832 000

R1 155,00

07/09/2015 
to 07/09/2017

R159,91 
to R189,16

08/09/2015
19/09/2015 
to 19/09/2016
02/07/2015 
to 02/07/2017
11/07/2016 
to 11/07/2018
04/09/2017 
to 04/09/2019

11/07/2016 
to 11/07/2018
28/03/2017 
to 28/03/2019

R134,76
R160,56 
to R171,46
R154,75 
to R182,57
R289,65 
to R344,19
R594,64 
to R695,10

R289,65 
to R344,19
R503,76 
to R581,92

Notes
(1)  The value of the option represents the fair value on grant date in accordance with IFRS.
(2)  Retired as ﬁnancial director on 30 June 2014 and appointed alternate director to a non-executive director on 1 July 2014. 

On 15 January 2015 Mr Pacak was appointed as a non-executive director.

(3)  Appointed on 1 July 2014 as ﬁnancial director.
(4)  Appointed 1 April 2014.

MIH Holdings share incentive scheme

Name

Offer date

Number of 
N shares

Purchase 
price

Release period

M R Sorour(2)

19/09/2011

22 256

R350,00

02/07/2012

55 617

R436,83

11/07/2013

41 040

R770,00

28/03/2014

30 000

R1 155,00

04/09/2014

28 011

R1 380,78

19/09/2015 
to 19/09/2016
02/07/2015 
to 02/07/2017
11/07/2016 
to 11/07/2018
28/03/2017 
to 28/03/2019
04/09/2017 
to 04/09/2019

Notes
(1)  The value of the option represents the fair value on grant date in accordance with IFRS.
(2)  Appointed 16 April 2014 as alternate director and appointed director on 15 January 2015.

Value of

option(1)

R166,13 
to R175,85
R162,95 
to R188,10
R276,34 
to R334,75
R483,39 
to R568,24
R568,46 
to R676,96

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  109

 
Remuneration report (continued)

Director’s interest in other group share-based incentive schemes
A summary of executive directors’ participation in other Naspers group share-based incentive 
schemes for the year to 31 March 2015 is set out below. Full details can be found in note 17 on 
page 74 of the consolidated annual ﬁnancial statements.

Name

Incentive 
scheme

Offer date

Number 
of ARs

Purchase 
price

M R Sorour(2)

Flipkart Limited SAR

10/09/2014

3 086

US$63,64

Naspers Global 
Ecommerce SAR
MIH China/MIH TC 
2008 SAR
SimilarWeb SAR 
Limited

12/09/2014

67 466

US$15,58

17/01/2014

32 000

US$42,95

10/09/2014

1 724

US$1,45

B van Dijk(3)

Flipkart Limited SAR

10/09/2014

365 854

US$63,64

Naspers Global 
Ecommerce SAR
SimilarWeb Limited 
SAR

12/09/2014 7 466 133

US$15,58

10/09/2014

199 685

US$1,45

Release period

10/09/2015 
to 10/09/2019
12/09/2015 
to 12/09/2019
17/01/2016 
to 17/01/2019
10/09/2015 
to 10/09/2019

10/09/2015 
to 10/09/2019
12/09/2015 
to 12/09/2019
10/09/2015 
to 10/09/2019

Value of

option(1)

US$19,04 
to US$26,04
US$4,01 
to US$5,59
US$9,40 
to US$11,54
US$0,39 
to US$0,55

US$19,04 
to US$26,04
US$4,01 
to US$5,59
US$0,39 
to US$0,55

Notes
(1)  The value of the option represents the fair value on grant date in accordance with IFRS.
(2)  Appointed 16 April 2014 as alternate director and appointed director on 15 January 2015. On 25 November 2014 Mr Sorour exercised 
options in a group share-based incentive plan and received 443 456 Naspers N ordinary shares in settlement of the gain made on 
exercising the options. Mr Sorour then sold 226 028 Naspers N ordinary shares at average market prices ranging between R1 489,90 
and R1 499 per share, on 26 November 2014 Mr Sorour sold 87 746 Naspers N ordinary shares at average market prices ranging 
between R1 460 and R1 470 per share and on 27 November 2014 sold 129 682 Naspers N ordinary shares at average market prices 
ranging between R1 446,50 and R1 464,20 per share. Furthermore, on 20 March 2015 Mr Sorour exercised options in a group 
share-based incentive plan that would have expired in terms of the rules of that plan after the tenth anniversary of the award, which 
was 28 June 2015. Mr Sorour received 13 351 Naspers N ordinary shares in settlement of the gain made on exercising the options. 
Mr Sorour then sold 5 217 Naspers N ordinary shares at a market price of R1 805 per share and retained the remaining 
8 134 Naspers N ordinary shares.

(3)  Appointed 1 April 2014.

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110  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Remuneration report (continued)

Directors’ interest in Naspers shares
The directors of Naspers have the following interests in Naspers A ordinary shares on 31 March 2015:

31 March 2015
Naspers A ordinary shares

Beneﬁcial

31 March 2014
Naspers A ordinary shares

Beneﬁcial

Name

Direct

Indirect

Total

Direct

Indirect

J J M van Zyl(1)

 745 

 — 

 745 

 745 

 — 

Total

 745

Note

(1) Retired 17 April 2015.

Messrs J P Bekker and J D T Stofberg each have an indirect 25% interest in Wheatﬁelds 221 

Proprietary Limited, which owns 168 605 Naspers Beleggings (RF) Beperk ordinary shares, 
16 860 500 Keeromstraat 30 Beleggings (RF) 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 2015 or 
31 March 2014.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  111

 
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Remuneration report (continued)

The directors of Naspers (and their associates) had the following interests in Naspers N ordinary 

shares as at 31 March:

31 March 2015
Naspers N ordinary shares

Beneﬁcial

31 March 2014
Naspers N ordinary shares

Beneﬁcial

Name

Direct

Indirect

Total

Direct

Indirect

Total

T Vosloo(1)
F-A du Plessis(2)
C L Enenstein
D G Eriksson
R C C Jafta
F L N Letele(3)
Y Ma(1)
D Meyer
R Oliveira de Lima(4)
S J Z Pacak(5)
T M F Phaswana
V Sgourdos(6)
M R Sorour(7)
J D T Stofberg
B J van der Ross
B van Dijk(4)
J J M van Zyl(1)

—
—
—
—
—
737
—
—
—
728 510
—
—
9 034
159 831
—
—
50 361

160 000
—
—
—
—
—
—
—
—

160 000
—
—
—
—
737
—
—
—
272 548 1 001 058
3 530
82 647
115 417
451 719
400
—
201 157

3 530
82 647
106 383
291 888
400
—
150 796

—
—
—
—
—
7 006
—
—
—
778 510
—
—
900
159 831
—
—
50 361

160 000
—
—
—
—
—
—
—
—
272 548
3 530
58 462
95 255
291 888
400
—
150 796

160 000
—
—
—
—
7 006
—
—
—
1 051 058
3 530
58 462
96 155
451 719
400
—
201 157

948 473 1 068 192 2 016 665

996 608

1 032 879

2 029 487

Subsequent to year-end, Mr Bekker succeeded Mr Vosloo as chair on 17 April 2015. Mr Bekker holds 

an indirect beneﬁcial interest in 4 688 691 Naspers N ordinary shares.

112  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Remuneration report (continued)

Notes
(1)  Retired 17 April 2015.
(2)  Resigned 29 May 2015.
(3)  On 25 September 2014 Mr Letele sold 4 025 Naspers N ordinary shares at average market prices ranging between R1 252,50 and 
R1 289 per share held in the MIH Holdings Share Trust. At the same time, Mr Letele exercised share appreciation rights in a group 
share-based incentive plan and received 545 Naspers N ordinary shares in settlement of the gain. The 545 N ordinary shares were 
sold at a market price of R1 289 per share. Furthermore, Mr Letele sold 2 244 Naspers N ordinary shares at average market prices 
ranging between R1 276,40 and R1 281,50 per share held in his own name.

(4)  Appointed 1 April 2014.
(5)  Retired as ﬁnancial director on 30 June 2014 and appointed alternate director to a non-executive director on 1 July 2014. On 

15 January 2015 Mr Pacak was appointed as a non-executive director. In terms of the rules of the Naspers share incentive trust, the 
shares vested over time and delivery of the shares acquired must be taken no later than the 10th anniversary of the offer date. 
Accordingly, on 29 September 2014 Mr Steve Pacak sold 10 000 Naspers N ordinary shares at average market prices ranging 
between R1 263,00 and R1 268,39 per share. On 18 December 2014 Mr Pacak sold 15 000 Naspers N ordinary shares at a market 
price of R1 452,73 per share. Furthermore, on 5 January 2015 Mr Pacak sold 10 000 Naspers N ordinary shares at average market 
prices ranging between R1 540 and R1 545 per share. On 23 March 2015 Mr Pacak sold 15 000 Naspers N ordinary shares at a 
market price of R1 800 per share.

(6)  Appointed on 1 July 2014 as ﬁnancial director.
(7)  Appointed on 16 April 2014 as alternate director and appointed director 15 January 2015. On 25 November 2014 Mr Sorour exercised 
options in a group share-based incentive plan and received 443 456 Naspers N ordinary shares in settlement of the gain made on 
exercising the options. Mr Sorour then sold 226 028 Naspers N ordinary shares at average market prices ranging between R1 489,90 
and R1 499 per share, on 26 November 2014 Mr Sorour sold 87 746 Naspers N ordinary shares at average market prices ranging 
between R1 460 and R1 470 per share and on 27 November 2014 sold 129 682 Naspers N ordinary shares at average market prices 
ranging between R1 446,50 and R1 464,20 per share. Furthermore, on 20 March 2015 Mr Sorour exercised options in a group 
share-based incentive plan that would have expired in terms of the rules of that plan after the tenth anniversary of the award, which 
was 28 June 2015. Mr Sorour received 13 351 Naspers N ordinary shares in settlement of the gain made on exercising the options. 
Mr Sorour then sold 5 217 Naspers N ordinary shares at a market price of R1 805 per share and retained the remaining 
8 134 Naspers N ordinary shares.

Prof R C C Jafta
Chair: Human resources and remuneration committee
26 June 2015

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  113

 
Social and ethics committee report

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The purpose of this report is to outline how the 

(cid:3)(cid:79) the Employment Equity Act, and

social and ethics committee has discharged its 

(cid:3)(cid:79) the Broad-based Black Economic 

responsibilities as set out in section 72 of the 

Empowerment Act

South African Companies Act No 71 of 2008, as 

(cid:3)(cid:90) corporate citizenship, including the company’s:

amended (“the Act”), and regulation 43 of the 

(cid:3)(cid:79) promotion of equality, prevention of unfair 

Companies Regulations 2011 (“the regulation”), 

discrimination, and reduction of corruption

issued in terms of the Act.

(cid:3)(cid:79) contribution to development of the 

 Composition

communities in which its activities are 

predominantly conducted or within which 

The social and ethics committee comprises 

its products or services are predominantly 

non-executive and executive directors, and 

marketed, and

certain key members of management. On 

(cid:3)(cid:79) record of sponsorship, donations and 

17 April 2015 Mr Don Eriksson replaced 

charitable giving

Mr Boetie van Zyl on his retirement as chair of 

(cid:3)(cid:90) environmental, health and public safety 

the social and ethics committee. This committee 

matters, including the impact of the 

met three times during the ﬁnancial year. The 

company’s activities and of its products 

company secretary also acts as the secretary of 

or services

the committee. Details of attendance at 

(cid:3)(cid:90) consumer relationships, including the 

meetings are provided on page 99. 

company’s advertising, public relations and 

 Responsibilities

compliance with consumer protection laws

(cid:3)(cid:90) labour and employment, including:

The committee’s responsibilities cover the 

(cid:3)(cid:79) the company’s standing in terms of the 

group’s South African operations: MultiChoice and 

International Labour Organization Protocol 

Media24. Its mandate, set out in its charter, is 

(ILO) on decent work and working 

aligned with the committee’s statutory 

conditions

responsibilities as set out in the regulations. 

(cid:3)(cid:90) the company’s employment relationships and 

The committee monitors:

its contribution toward the educational 

(cid:3)(cid:90) social and economic development, including 

development of its employees

the company’s standing in terms of the goals 

(cid:3)(cid:90) matters within its mandate to be brought to 

and purposes of:

the attention of the board as the occasion 

(cid:3)(cid:79) the 10 principles set out in the United 

requires, and

Nations Global Compact Principles

(cid:3)(cid:90) matters within its mandate to be reported to 

(cid:3)(cid:79) the Organisation for Economic Co-operation 

the shareholders.

and Development (OECD) recommendations 

regarding corruption

114  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Social and ethics committee report (continued)

 Discharge of responsibilities

 Conclusion

The committee reviewed:

The committee is of the view that the group 

(cid:3)(cid:90) employment equity plans for its South African 

takes its environmental, social and governance 

businesses

responsibilities seriously. Appropriate policies, 

(cid:3)(cid:90) performance in regard to black economic 

plans and programmes are in place to contribute 

empowerment (BEE) as measured against the 

to social and economic development, good 

Department of Trade and Industry’s (DTI’s) 

corporate citizenship, environmental 

generic broad-based black economic 

responsibility, fair labour practices and good 

empowerment (BBBEE) scorecard

consumer relations.

(cid:3)(cid:90) skills and other development programmes, 

No substantive non-compliance with 

aimed at the educational development of 

legislation and regulation, or non-adherence 

its employees

with codes of best practice, relevant to the areas 

(cid:3)(cid:90) employment philosophy and how it is 

within the committee’s mandate, has been 

founded on promoting equality and 

brought to its attention. Based on its monitoring 

preventing unfair discrimination

activities to date, the committee has no reason 

(cid:3)(cid:90) labour practices and policies, and how these 

to believe that any such non-compliance or 

compare to the ILO protocol on decent 

non-adherence has occurred.

working conditions

The committee recognises that the areas 

(cid:3)(cid:90) corporate social investment programmes, 

within its mandate are evolving and that 

including details of donations and charitable 

management’s responses too will adapt to 

giving

changes in the environmental, social and 

(cid:3)(cid:90) the progress of the South African businesses 

governance agenda.

in addressing the principles of the UN Global 

Compact and OECD, and

(cid:3)(cid:90) a risk register that addresses the risks 

associated with the South African companies 

in addressing the statutory responsibilities of 

D G Eriksson

the committee, how they are addressed, 

Chair: Social and ethics committee

including combined assurance responses.

26 June 2015

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  115

 
Report of the audit committee
for the year ended 31 March 2015

The audit committee submits this report, as 

(cid:3)(cid:90) Reviewed external audit reports on the annual 

required by section 94 of the South African 

ﬁnancial statements.

Companies Act No 71 of 2008 (“the Act”).

(cid:3)(cid:90) Reviewed the board-approved internal audit 

 Functions of the audit 
committee

charter.

(cid:3)(cid:90) Reviewed and approved the internal and 

external audit plans.

The audit committee has adopted formal terms 

(cid:3)(cid:90) Reviewed internal audit and risk management 

of reference, delegated by the board of directors, 

reports and, where relevant, made 

as set out in its audit committee charter.

recommendations to the board.

The audit committee has discharged the 

(cid:3)(cid:90) Evaluated the effectiveness of risk 

functions in terms of its charter and ascribed to it 

management, controls and governance 

in terms of the Act as follows:

processes.

(cid:3)(cid:90) Reviewed the interim, provisional, year-end 

(cid:3)(cid:90) Veriﬁed the independence of the external 

ﬁnancial statements and integrated annual 

auditor, nominated PricewaterhouseCoopers 

report, culminating in a recommendation to 

Inc. as auditor for 2015 and noted the 

the board to adopt them. In the course of its 

appointment of Mr Brendan Deegan as the 

review, the committee:

designated auditor.

(cid:3)(cid:79) took appropriate steps to ensure the 

(cid:3)(cid:90) Approved audit fees and engagement terms 

ﬁnancial statements were prepared in 

of the external auditor.

accordance with International Financial 

(cid:3)(cid:90) Determined the nature and extent of 

Reporting Standards (IFRS) and in the 

allowable non-audit services and approved 

manner required by the Act

contract terms for non-audit services by the 

(cid:3)(cid:79) considered and, when appropriate, made 

external auditor.

recommendations on internal ﬁnancial 

controls

(cid:3)(cid:79) dealt with concerns or complaints on 

accounting policies, internal audit, the 

 Members of the audit 
committee and attendance at 
meetings

auditing or content of annual ﬁnancial 

The audit committee consists of the independent 

statements, and internal ﬁnancial controls, 

non-executive directors listed below and meets 

and

at least three times per year in accordance with 

(cid:3)(cid:79) reviewed legal matters that could have a 

its charter. All members act independently as 

signiﬁcant impact on the organisation’s 

described in section 94 of the Act. During the 

ﬁnancial statements.

year under review four meetings were held.

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116  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Report of the audit committee (continued)
for the year ended 31 March 2015

Details of attendance are on page 99 of the integrated annual report.

Name of committee member

Qualiﬁcations

Boetie van Zyl(1)

BScMechanical (UCT) and PrEng

Francine-Ann du Plessis(2)

BComTaxHons LLB and CA(SA)

Don Eriksson

Rachel Jafta(3)

Ben van der Ross

(1) Retired 17 April 2015. 
(2) Resigned 29 May 2015.
(3) Appointed 9 June 2015.

CTA (Wits) and CA(SA)

MEcon and PhD (SU)

DipLaw (UCT)

At the annual general meeting on 29 August 

 Internal audit

2014 Mr Don Eriksson was elected as a member 

of the audit committee. Previously, Mr Eriksson, 

The audit committee has oversight of the group’s 

ﬁnancial statements and reporting process, 

an independent non-executive director, attended 

including the system of internal ﬁnancial control. 

audit committee meetings in an advisory role. 

On 17 April 2015 Mr Eriksson replaced Mr Boetie 

van Zyl as chair of the audit committee upon 

Mr van Zyl’s retirement. Furthermore, with effect 

from 29 May 2015 Naspers’s non-executive 

director, Advocate Fran du Plessis, resigned from 

the committee.

On 9 June 2015 Professor Rachel Jafta was 

appointed to the audit committee to ﬁll the 

vacancy following Advocate du Plessis’s 

resignation. 

It is responsible for ensuring that 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 auditors, and serves as a 

link between the board of directors and these 

functions. The head of internal audit reports 

functionally to the chair of the committee and 

administratively to the ﬁnancial director.

The board and the nomination committee 

 Attendance

unanimously recommend to shareholders at the 

The internal and external auditors, in their 

annual general meeting that the current 

committee members be re-elected. All 

committee members served on the committee 

for the full ﬁnancial year, except for Mr Eriksson 

as mentioned above.

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 

invitation.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  117

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Report of the audit committee (continued)
for the year ended 31 March 2015

 Conﬁdential meetings
Audit committee agendas provide for 

 Discharge of responsibilities
The committee determined that, during the 

conﬁdential meetings between committee 

ﬁnancial year under review, it had discharged its 

members and the internal and external auditors.

legal and other responsibilities as outlined in 

 Independence of the external 
auditor

in the full corporate governance report on 

http://www.naspers-reports.com/2015/

During the year the audit committee reviewed a 

corporate-governance.php. The board concurred 

terms of its remit, details of which are included 

representation by the external auditor and, after 

with this assessment.

conducting its own review, conﬁrmed the 

independence of the auditor.

 Expertise and experience of 
the ﬁnancial director and the 
ﬁnance function

D G Eriksson

Chair: Audit committee

As required by the JSE Limited’s stock exchange 

26 June 2015

(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 

ﬁnance function met the group’s requirements.

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
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  119

 
Contents

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Summarised consolidated annual ﬁnancial statements

120
121

122
123
124
125
126

127

Statement of responsibility by the board of directors 

Report of the independent auditor on the 
summarised consolidated annual ﬁnancial 
statements
Basis of presentation and accounting policies

Segmental review

Reconciliation of trading proﬁt to operating proﬁt

Summarised consolidated income statement

Summarised consolidated statement of 
comprehensive income
Summarised consolidated statement of changes 
in equity

128

129
130
131
134
134
137
140

Summarised consolidated statement of 
ﬁnancial position
Summarised consolidated statement of cash ﬂows

Calculation of headline and core headline earnings

Supplementary information

Disposal groups classiﬁed as held-for-sale

Business combinations and other acquisitions

Financial instruments

Events after the reporting period

 Statement of responsibility by the board of directors
for the year ended 31 March 2015

The summarised consolidated annual ﬁnancial 
statements of the group are the responsibility of 
the directors of Naspers Limited. In discharging 
this responsibility they rely on the management 
of the group to prepare the consolidated annual 
ﬁnancial statements, separately available on 
www.naspers.com, in accordance with 
International Financial Reporting Standards (IFRS) 
and the Companies Act No 71 of 2008. The 
summarised consolidated annual ﬁnancial 
statements include amounts based on 
judgements and estimates made by 
management. The information given is 
comprehensive and presented in a responsible 
manner.

ﬁnancial results was supervised by the ﬁnancial 
director, Basil Sgourdos, CA(SA).

The independent auditing ﬁrm 

PricewaterhouseCoopers Inc., which was given 
unrestricted access to all ﬁnancial records and 
related data, including minutes of all meetings 
of shareholders, the board of directors and 
committees of the board, has audited the 
consolidated annual ﬁnancial statements from 
which the summarised consolidated annual 
ﬁnancial statements were derived. The directors 
believe that representations made to the 
independent auditor during audit were valid and 
appropriate. PricewaterhouseCoopers Inc.’s audit 
report is presented on page 121.

The directors accept responsibility for the 

The summarised consolidated annual ﬁnancial 

preparation, integrity and fair presentation of the 
summarised consolidated 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 summarised consolidated annual 
ﬁnancial statements support the viability of the 
company and the group. The preparation of the 

120  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

statements were approved by the board of 
directors on 26 June 2015 and are signed on its 
behalf by:

J P Bekker 
Chair 

26 June 2015

B van Dijk
Chief executive

 
 
Report of the independent auditor  
on the summarised consolidated annual ﬁnancial statements

The summarised consolidated annual ﬁnancial 
statements of Naspers Limited, set out on pages 
122 to 140 of the integrated annual report, which 
comprise the summarised consolidated statement 
of ﬁnancial position as at 31 March 2015, and the 
summarised consolidated income statement and 
summarised consolidated statements of 
comprehensive income, changes in equity and 
cash ﬂows for the year then ended, and related 
notes, are derived from the audited consolidated 
annual ﬁnancial statements of Naspers Limited for 
the year ended 31 March 2015. We expressed an 
unmodiﬁed audit opinion on those consolidated 
annual ﬁnancial statements in our report dated 
26 June 2015. Our auditor’s report on the audited 
consolidated annual ﬁnancial statements 
contained an Other Matter paragraph: “Other 
Reports Required by the Companies Act” 
(refer below).

 The summarised consolidated annual ﬁnancial 

statements do not contain all the disclosures 
required by International Financial Reporting 
Standards (IFRS) and the requirements of the 
Companies Act of South Africa as applicable to 
consolidated annual ﬁnancial statements. Reading 
the summarised consolidated annual ﬁnancial 
statements, therefore, is not a substitute for 
reading the audited consolidated annual ﬁnancial 
statements of Naspers Limited. 

 Directors’ responsibility for the 
summarised consolidated 
annual ﬁnancial statements
The directors are responsible for the preparation 
of a summary of the audited consolidated annual 
ﬁnancial statements in accordance with the JSE 
Limited’s (JSE’s) requirements for summary 
ﬁnancial statements, set out in note 2 to the 
summarised consolidated annual ﬁnancial 
statements, and the requirements of the 
Companies Act of South Africa as applicable to 
summary ﬁnancial statements, and for such 
internal control as the directors determine is 
necessary to enable the preparation of 
summarised consolidated annual ﬁnancial 
statements that are free from material 
misstatement, whether due to fraud or error. 

to the shareholders of Naspers Limited

 Auditor’s responsibility

Our responsibility is to express an opinion on 
the summarised consolidated annual ﬁnancial 
statements based on our procedures, which were 
conducted in accordance with International 
Standard on Auditing (ISA) 810, “Engagements to 
Report on Summary Financial Statements”.

 Opinion

In our opinion, the summarised consolidated 
annual ﬁnancial statements derived from the 
audited consolidated annual ﬁnancial statements 
of Naspers Limited for the year ended 31 March 
2015 are consistent, in all material respects, with 
those consolidated annual ﬁnancial statements, in 
accordance with the JSE’s requirements for 
summary ﬁnancial statements, set out in note 2 
to the summary consolidated annual ﬁnancial 
statements, and the requirements of the 
Companies Act of South Africa as applicable to 
summary ﬁnancial statements. 

The “Other Reports Required by the Companies 

Act” paragraph in our audit report dated 
26 June 2015 states that as part of our audit of 
the consolidated annual ﬁnancial statements for 
the year ended 31 March 2015, we have read the 
directors’ report, the audit committee’s report and 
the company secretary’s certiﬁcate for the purpose 
of identifying whether there are material 
inconsistencies between these reports and the 
audited consolidated annual ﬁnancial statements. 
These reports are the responsibility of the 
respective preparers. The paragraph also states 
that, based on reading these reports, we have not 
identiﬁed material inconsistencies between these 
reports and the audited consolidated annual 
ﬁnancial statements. The paragraph furthermore 
states that we have not audited these reports and 
accordingly do not express an opinion on these 
reports. The paragraph does not have an effect on 
the summarised consolidated annual ﬁnancial 
statements or our opinion thereon. 

PricewaterhouseCoopers Inc.
Director: Brendan Deegan
Registered auditor

Sunninghill, South Africa
26 June 2015

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  121

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Basis of presentation and accounting policies
for the year ended 31 March 2015

The summarised consolidated annual ﬁnancial 

accounting pronouncements that are effective 

statements are prepared in accordance with the 

for the ﬁnancial year commencing 1 April 2014 

requirements of the JSE Limited’s stock exchange 

had a material impact on the group.

(JSE) Listings Requirements and the South African 

The group’s reportable segments reﬂect those 

Companies Act No 71 of 2008. The Listings 

components of the group that are regularly 

Requirements require summarised consolidated 

reviewed by the chief executive ofﬁcer and other 

annual ﬁnancial statements to be prepared in 

senior executives who make strategic decisions. 

accordance with the framework concepts, the 

The group proportionately consolidates its share 

measurement and recognition requirements of 

of the results of its associated companies and 

International Financial Reporting Standards 

joint ventures in its reportable segments. This is 

(IFRS), the SAICA Financial Reporting Guides as 

considered to be more reﬂective of the economic 

issued by the Accounting Practices Committee 

value of these investments.

and Financial Pronouncements as issued by the 

Trading proﬁt excludes amortisation of 

Financial Reporting Standards Council and to also, 

intangible assets (other than software), 

as a minimum, contain the information required 

equity-settled share-based payment expenses 

by IAS 34 “Interim Financial Reporting”. The 

relating to transactions to be settled through the 

accounting policies applied in the preparation of 

issuance of treasury shares, retention option 

the consolidated annual ﬁnancial statements 

expenses and other gains/losses, but includes 

from which the summarised consolidated 

the ﬁnance cost on transponder leases.

ﬁnancial statements were derived, are in terms 

Core headline earnings exclude once-off and 

of IFRS and are consistent with those applied in 

non-operating items. We believe that it is a 

the previous consolidated annual ﬁnancial 

useful measure for shareholders of the group’s 

statements. The group has adopted all new and 

sustainable operating performance. However, 

amended accounting pronouncements issued by 

this is not a deﬁned term under IFRS and may 

the International Accounting Standards Board 

not be comparable with similarly titled measures 

that are effective for ﬁnancial years commencing 

reported by other companies.

1 April 2014. None of the new or amended 

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122  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Segmental review
for the year ended 31 March 2015

Revenue
Year ended 31 March

2015
R’m

 78 010 
 47 911 
 2 327 
 27 772 
 42 419 
 12 016 
  1 

 132 446 
 (59 354)

 73 092 

2014
R’m

 57 018 
 34 256 
 2 407 
 20 355 
 36 271 
 11 692 
—

 104 981 
 (42 253)

 62 728 

EBITDA
Year ended 31 March

2015
R’m

 15 457 
 19 832 
 1 263 
 (5 638)
 10 098 
  825 
 (335)

 26 045 
 (20 089)

 5 956 

2014
R’m

 8 540 
 12 232 
 1 286 
 (4 978)
 10 370 
 1 073 
 (150)

 19 833 
 (13 442)

 6 391 

Trading proﬁt 
Year ended 31 March

2015
R’m

 13 042 
 17 987 
 1 148 
 (6 093)
 8 009 
  314 
 (338)

 21 027 
 (17 877)

 3 150 

2014
R’m

 6 638 
 10 792 
 1 175 
 (5 329)
 8 520 
  606 
 (151)

 15 613 
 (11 707)

 3 906 

%
change

  37 
  40 
 (3)
  36 
  17 
  3 
—

  26 
  40 

  17 

%
change

  81 
  62 
 (2)
 (13)
 (3)
 (23)
 (>100) 

  31 
  49 

 (7)

%
change

  96 
  67 
 (2)
 (14)
 (6)
 (48)
 (>100) 

  35 
  53 

 (19)

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Internet
– Tencent
– Mail.ru
– Ecommerce
Video entertainment*
Print media
Corporate services

Economic interest
Less: Equity-accounted investments

Consolidated

Internet
– Tencent
– Mail.ru
– Ecommerce
Video entertainment*
Print media
Corporate services

Economic interest
Less: Equity-accounted investments

Consolidated

EBITDA refers to earnings before interest, tax, depreciation and amortisation.

Internet
– Tencent
– Mail.ru
– Ecommerce
Video entertainment*
Print media
Corporate services

Economic interest
Less: Equity-accounted investments

Consolidated

* Previously referred to as the pay-television segment.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  123

 
Reconciliation of trading proﬁt  
to operating proﬁt
for the year ended 31 March 2015

Trading proﬁt
Finance cost on transponder leases
Amortisation of other intangible assets
Other gains/(losses) – net
Retention option expense
Equity-settled share-based payment expenses

Operating proﬁt 

31 March
2015
 R’m 

31 March
2014
 R’m 

 3 150 
 376 
 (751)
 (688)
 (149)
 (343)

 1 595 

 3 906 
 356 
 (711)
 (1 320)
 (132)
 (81)

 2 018 

Note
For a reconciliation of operating proﬁt to proﬁt before taxation, refer to the summarised consolidated income statement.

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124  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Summarised consolidated income statement
for the year ended 31 March 2015

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

excluding net gain resulting from remeasurements*
net gain resulting from remeasurements*
Impairment of equity-accounted investments
Dilution gains/(losses) on equity-accounted 
investments
Gains on acquisitions and disposals

Proﬁt before taxation
Taxation

Proﬁt for the year

Attributable to:
Equity holders of the group
Non-controlling interests

Core headline earnings for the year (R’m)
Core headline earnings per N ordinary share (cents)
Fully diluted core headline earnings per N ordinary 
share (cents)
Headline earnings for the year (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 year-end
– Weighted average for the year
– Fully diluted weighted average

31 March
2015
 R’m 

 73 092 
 (42 759)
 (28 050)
 (688)

 1 595 
 501 
 (2 752)
 (573)
 16 384 
 10 772 
 5 612 
 (478)

 1 499 
 1 605 

 17 781 
 (3 757)

 14 024 

 14 023 
 1 

 14 024 

 11 228 
 2 782 

 2 717 
 7 234 
 1 792 

 1 731 
 3 475 
 3 407 

31 March
2014
 R’m 

 62 728 
 (35 416)
 (23 974)
 (1 320)

 2 018 
 606 
 (2 466)
 (267)
 10 835 
 7 906 
 2 929 
 (1 201)

 (852)
 751 

 9 424 
 (2 895)

 6 529 

 5 751 
 778 

 6 529 

 8 616 
 2 181 

 2 125 
 5 981 
 1 514 

 1 475 
 1 456 
 1 418 

 411 998 
 403 576 
 405 171 

 397 625 
 395 078 
 405 469 

%
change

 17 

 (21)

 36 

 89 

 115 

 30 
 28 

 28 
 21 
 18 

 17 
 139 
 140 

* Remeasurements refer to business combination-related gains and losses and disposals of investments.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  125

 
Summarised consolidated statement  
of comprehensive income
for the year ended 31 March 2015

Proﬁt for the year

Total other comprehensive income, net of tax, for the year(1)
Translation of foreign operations(2)
Net fair value losses
Cash ﬂow hedges
Share of other comprehensive income and reserves of  
equity-accounted investments
Tax on other comprehensive income

31 March 
2015
 R’m 

31 March 
2014
 R’m 

 14 024 

 (2 456)
 (3 805)
 (22)
  350 

 1 094 
 (73)

 6 529 

 6 727 
 4 910 
 (7)
 (204)

 1 951 
  77 

Total comprehensive income for the year

 11 568 

 13 256 

Attributable to:
Equity holders of the group
Non-controlling interests

 11 552 
  16 

 11 568 

 12 492 
  764 

 13 256 

(1)  These components of other comprehensive income may subsequently be reclassiﬁed to proﬁt or loss, except for gains of R1,2bn 

(2014: R552,0m) included in the “Share of other comprehensive income and reserves of equity-accounted investments” as well as 
losses of R25,0m included in “Net fair value losses” relating to remeasurements on the group’s post-employment beneﬁt plans.
(2)  The movement on the foreign currency translation reserve for the year relates primarily to the effects of foreign exchange rate 

ﬂuctuations related to the group’s net investments in its subsidiaries.

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126  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Summarised consolidated statement  
of changes in equity
for the year ended 31 March 2015

Balance at the 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
Movement in valuation reserve
Direct retained earnings movements
Dividends paid to Naspers shareholders
Changes in non-controlling interests
Total comprehensive income for the year
Dividends paid to non-controlling shareholders
Movement in non-controlling interest in reserves

31 March
2015
R’m

31 March
2014
R’m

 68 205 

 55 853 

 1 012 
 3 670 

 11 552 
 819 
 (1 016)
 356 
 (136)
 (1 702)

  16 
 (1 447)
 2 479 

 (17)
 1 293 

 12 492 
  487 
 (340)
—
  23 
 (1 526)

  764 
 (1 142)
  318 

Balance at the end of the year

 83 808 

 68 205 

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 interests

 21 019 
 44 156 
 6 904 
 (1 856)
 (23)
 3 218 
 7 290 
 3 100 

 83 808 

 16 337 
 31 971 
 5 082 
 (1 065)
 (262)
 3 005 
 11 085 
 2 052 

 68 205 

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  127

 
Summarised consolidated statement  
of ﬁnancial position
for the year ended 31 March 2015

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ASSETS
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Investments in associates
Investments in joint ventures
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 interests

Total equity
Non-current liabilities
Capitalised ﬁnance leases
Liabilities  – interest-bearing

– non-interest-bearing

Post-employment 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)

128  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

31 March 
2015
 R’m 

31 March 
2014
 R’m 

 124 276 
 17 300 
 22 956 
 5 476 
 73 547 
 2 769 
 952 
 102 
 1 174 
 32 767 
 3 183 
 1 868 
 4 834 
 5 307 
 449 
 14 881 
 30 522 
 2 245 

 100 212 
 17 053 
 25 811 
 5 702 
 47 755 
 1 727 
 1 193 
 2 
 969 
 28 390 
 2 882 
 1 979 
 4 849 
 4 807 
 209 
 13 664 
 28 390 
—

 157 043 

 128 602 

 80 708 
 21 019 
 15 533 
 44 156 
 3 100 

 83 808 
 46 767 
 7 486 
 37 111 
 306 
 203 
 151 
 1 510 
 26 468 
 4 295 
 5 436 
 15 721 
 569 
 312 
 26 333 
 135 

 66 153 
 16 337 
 17 845 
 31 971 
 2 052 

 68 205 
 36 549 
 6 768 
 27 395 
 452 
 176 
 364 
 1 394 
 23 848 
 2 628 
 5 318 
 13 981 
 840 
 1 081 
 23 848 
—

 157 043 

 19 589 

 128 602 

 16 637 

 
 
Summarised consolidated statement  
of cash ﬂows
for the year ended 31 March 2015

Cash ﬂow generated from operating activities
Cash ﬂow utilised in investing activities
Cash ﬂow generated from ﬁnancing activities

Net movement in cash and cash equivalents
Foreign exchange translation adjustments
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents classiﬁed as held-for-sale

Cash and cash equivalents at the end of the year

31 March 
2015
 R’m 

31 March 
2014
 R’m 

 1 671 
 (6 021)
 6 181 

 1 831 
 205 
 12 583 
 (50)

 14 569 

 3 274 
 (8 036)
 2 114 

 (2 648)
 1 001 
 14 230 
—

 12 583 

G
R
O
U
P

P
E
R
F
O
R
M
A
N
C
E

G
O
V
E
R
N
A
N
C
E

F
I
N
A
N
C
I
A
L

I

N
F
O
R
M
A
T
I
O
N

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  129

 
Calculation of headline and  
core headline earnings
for the year ended 31 March 2015

Proﬁt attributable to equity holders of the group
Adjusted for:
– insurance proceeds
– impairment of property, plant and equipment and other assets
– impairment of goodwill and other intangible assets
–  loss/(proﬁt) on sale of property, plant and equipment and 

intangible assets

– gains on acquisitions and disposals of investments
– remeasurement of previously held interest
– dilution (gains)/losses 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 interests

Headline earnings

Adjusted for:
– equity-settled share-based payment expenses
– reversal of non-recurring deferred tax effects
– amortisation of other intangible assets
– fair-value adjustments and currency translation differences
– retention option expense
– business combination losses/(proﬁts)

Core headline earnings 

31 March 
2015
 R’m 

31 March 
2014
 R’m 

 14 023 

 5 751 

 (21)
 508 
 176 

 1 
 (1 730)
 (39)
 (1 499)
 (4 469)
 478 

 7 428 
 (115)
 (79)

 7 234 

 1 525 
 228 
 1 667 
 301 
 133 
 140 

 11 228 

—
 112 
 1 461 

 (58)
 (45)
 (700)
 852 
 (2 447)
 1 201 

 6 127 
 (81)
 (65)

 5 981 

 1 120 
 58 
 1 385 
 (47)
 128 
 (9)

 8 616 

P
U
O
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G

E
C
N
A
M
R
O
F
R
E
P

E
C
N
A
N
R
E
V
O
G

L
A
I
C
N
A
N
I
F

N
O
I
T
A
M
R
O
F
N

I

130  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Supplementary information
for the year ended 31 March 2015

INTEREST (PAID)/RECEIVED

Interest received
– loans and bank accounts
– other
Interest paid
– loans and overdrafts
– transponder leases
– other
Other ﬁnance income/(cost) – net
–  net foreign exchange differences and fair value adjustments 

on derivatives

– preference dividends received

31 March 
2015
 R’m 

31 March 
2014
 R’m 

 501 
 415 
 86 
 (2 752)
 (2 020)
 (376)
 (356)
 (573)

 (615)
 42 

 606 
 456 
 150 
 (2 466)
 (1 717)
 (356)
 (393)
 (267)

 (344)
 77 

EQUITY-ACCOUNTED RESULTS
The group’s equity-accounted associated companies and joint ventures contributed to the consolidated 
ﬁnancial results as follows:

Share of equity-accounted results
– sale of assets
– disposal of investments
– impairment of investments

Contribution to headline earnings
– amortisation of other intangible assets
– equity-settled share-based payment expenses
– fair-value adjustments and currency translation differences
– reversal of deferred tax assets

Contribution to core headline earnings

Tencent
Mail.ru
Abril
Other

31 March 
2015
 R’m 

31 March 
2014
 R’m 

 16 384 
 30 
 (5 612)
 1 101 

 11 903 
 1 125 
 1 182 
 (121)
—

 14 089 
 14 588 
 983 
—
 (1 482)

 10 835 
 (19)
 (2 929)
 532 

 8 419 
 897 
 987 
 (181)
 35 

 10 157 
 9 724 
 911 
 (110)
 (368)

G
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U
P

P
E
R
F
O
R
M
A
N
C
E

G
O
V
E
R
N
A
N
C
E

F
I
N
A
N
C
I
A
L

I

N
F
O
R
M
A
T
I
O
N

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  131

 
Supplementary information (continued)
for the year ended 31 March 2015

PROFIT BEFORE TAXATION
Apart from the items detailed above, proﬁt before taxation has been determined after taking into 
account, inter alia, the following:

Depreciation of property, plant and equipment
Amortisation
– other intangible assets
– software
Other grains/(losses) – net
–  (loss)/proﬁt on sale of property, plant and equipment and 

intangible assets

– impairment of goodwill and other intangible assets
– impairment of property, plant and equipment and other assets
– dividends received on investments
– insurance proceeds 
– fair-value adjustment on ﬁnancial instruments
Gains on acquisitions and disposals
– proﬁt on sale of investments
– gains recognised on loss of control transactions
– remeasurement of contingent consideration
– acquisition-related costs
– remeasurement of previously held interest
– other

31 March 
2015
 R’m 

31 March 
2014
 R’m 

 2 205 
 976 
 751 
 225 
 (688)

(1)
 (176)
 (508)
 6 
 21 
 (30)
 1 605 
 788 
 936 
 29 
 (192)
 39 
 5 

  1 942 
 898 
 711 
 187 
 (1 320)

58
 (1 461)
 (112)
 — 
 — 
 195 
 751 
 44 
 — 
 48 
 (41)
 700 
 — 

P
U
O
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G

E
C
N
A
M
R
O
F
R
E
P

E
C
N
A
N
R
E
V
O
G

L
A
I
C
N
A
N
I
F

N
O
I
T
A
M
R
O
F
N

I

132  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Supplementary information (continued)
for the year ended 31 March 2015

GOODWILL
Goodwill is subject to an annual impairment assessment. Movements in the group’s goodwill for the 
year are detailed below:

Goodwill
– cost
– accumulated impairment

Opening balance
– foreign currency translation effects
– acquisitions of subsidiaries and businesses
– disposals of subsidiaries and businesses
– transferred to assets classiﬁed as held-for-sale
– impairment

Closing balance

– cost
– accumulated impairment

31 March 
2015
 R’m 

31 March 
2014
 R’m 

 29 405 
 (3 594)

 25 811 
 (1 350)
 1 185 
 (996)
 (1 671)
 (23)

 22 956 

 26 353 
 (3 397)

 24 077 
 (2 484)

 21 593 
 3 226 
 2 003 
 (18)
—
 (993)

 25 811 

 29 405 
 (3 594)

INVESTMENTS AND LOANS
The following relates to the group’s investments and loans as at the end of the reporting period:

Investments and loans
– listed investments
– unlisted investments and loans

31 March 
2015
 R’m 

77 268
 64 232 
13 036

31 March 
2014
 R’m 

 50 675 
 44 194 
 6 481 

COMMITMENTS
Commitments relate to amounts that the group has contracted for, but which have not yet been 
recognised as obligations in the statement of ﬁnancial position.

Commitments
– capital expenditure
– programme and ﬁlm rights
– network and other service commitments
– transponder leases
– operating lease commitments
– set-top box commitments

31 March 
2015
 R’m 

31 March 
2014
 R’m 

 30 023 
 498 
 18 416 
 1 716 
 7 248 
 1 503 
 642 

 22 417 
 740 
 17 701 
 1 530 
 424 
 1 413 
 609 

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  133

G
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P
E
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F
O
R
M
A
N
C
E

G
O
V
E
R
N
A
N
C
E

F
I
N
A
N
C
I
A
L

I

N
F
O
R
M
A
T
I
O
N

 
Supplementary information (continued)
for the year ended 31 March 2015

 Disposal groups classiﬁed as 
held-for-sale 

 Business combinations and 
other acquisitions

During February 2015 the group entered into a 

Effective January 2015 the group entered into 

sale agreement to dispose of its online 

agreements with Schibsted ASA Media Group 

marketplace subsidiary Ricardo.ch AG (“Ricardo”). 

(“Schibsted”), Telenor Holdings ASA and 

The transaction is subject to regulatory approval. 

Singapore Press Holdings Limited for the 

At 31 March 2015 the group classiﬁed the net 

establishment of joint classiﬁeds business 

assets of Ricardo as held-for-sale. Ricardo forms 

activities in Brazil, Indonesia, Bangladesh and 

part of the group’s ecommerce reportable 

Thailand. The group also acquired Schibsted’s 

segment. The group also classiﬁed various other 

Philippine classiﬁeds business.

smaller businesses as held-for-sale. The 

In February 2015 we entered into further 

aggregate net assets of all disposal groups 

agreements with Schibsted regarding the 

classiﬁed as held-for-sale comprised trade and 

acquisition of Schibsted’s Romanian classiﬁeds 

other receivables (R107m), property, plant and 

business and the sale of our Hungarian 

equipment (R102m), goodwill and other 

classiﬁeds business. 

intangible assets (R1,89bn), cash and other 

Following these transactions, the group held 

current assets (R71m), deferred taxation assets 

the following interests in the relevant territories:

(R74m), trade and other payables (R101m) and 

deferred taxation liabilities (R34m). 

Country

Brazil

Indonesia

Bangladesh

Thailand

Philippines

Romania

Naspers interest

Nature of investment 

50%

64%

49,7%

44,1%

83,9%

100%

Joint venture (equity accounted)

Subsidiary 

Associate (equity accounted)

Associate (equity accounted)

Acquisition of classiﬁeds business

Acquisition of classiﬁeds business

The total income statement impact of the above transactions was the recognition of an aggregate 

disposal gain of R1bn in “Gains on acquisitions and disposals” in the income statement.

P
U
O
R
G

E
C
N
A
M
R
O
F
R
E
P

E
C
N
A
N
R
E
V
O
G

L
A
I
C
N
A
N
I
F

N
O
I
T
A
M
R
O
F
N

I

134  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Supplementary information (continued)
for the year ended 31 March 2015

 Business combinations and 
other acquisitions (continued)
Following the transactions, the group retained 

control over Silver Indonesia JVCo B.V. (previously 

Tokobagus Exploitatie B.V.) and accounted for the 

acquisition of the business contributed jointly by 

the other shareholders as a business 

combination. The purchase price allocation: 

property, plant and equipment R3m; intangible 

assets R102m; cash R23m; loans and other 

receivables R314m; loans and other payables 

R340m; deferred tax liability R25m and the 

balance of R490m to goodwill. The acquisition of 

Schibsted’s Philippine and Romanian businesses 

gave rise to the recognition of intangible assets 

MapLink, a trafﬁc data and routing service. These 

other acquisitions gave rise to aggregate 

goodwill of R170m.

During January 2015 the group disposed of its 

MWEB Business, Optinet Services and Networks 

divisions in South Africa to Dimension Data for a 

cash purchase consideration of R368m and, at 

the same time, entered into a joint Wi-Fi 

business venture with Dimension Data by 

contributing its MWEB Wi-Fi division to a joint 

venture in exchange for a 49% shareholding. An 

aggregate loss on disposal of R219m has been 

recognised in the income statement following 

the transactions. The joint Wi-Fi business venture 

is accounted for as an investment in a joint 

of R98m, deferred tax liabilities of R12m and 

venture.

goodwill of R237m. The aggregated deemed and 

During March 2015 the group acquired the 

cash purchase consideration amounted to 

R890m.

Various acquisitions were made within the 

Movile group during the reporting period, most 

notably relating to the group’s online food-

ordering business – iFood. The merger, in 

November 2014, of the iFood business with Just 

Eat’s Brazilian subsidiary was accounted for as a 

business combination and resulted in the group 

having a 60,2% interest in the merged business 

shares held in and loans extended by minority 

shareholders in its subsidiaries MIH Allegro B.V. 

and FixeAds B.V. under the terms of pre-existing 

exit agreements. The transaction was settled 

through the issue of 1 078 178 Naspers N 

ordinary shares and resulted in an increase in 

share capital and reserves of R1,86bn, being the 

aggregate purchase consideration. The excess of 

the consideration paid over the net asset value 

acquired, including loans and the settlement of 

as at 31 March 2015. The total deemed purchase 

other amounts owing to the minority 

consideration amounted to R385m. The purchase 

shareholders, was recognised in the “Existing 

price allocation: intangible assets R249m; 

control business combination reserve” in equity 

deferred tax liability R85m; cash R60m; other net 

and totalled R1,27bn. The group now has a 

assets R25m and goodwill R136m. Movile also 

acquired other smaller subsidiaries including 

100% and 93,36% interest in the issued share 

capital of MIH Allegro B.V. and FixeAds B.V. 

Apontador, a leading local search service, and 

respectively. 

G
R
O
U
P

P
E
R
F
O
R
M
A
N
C
E

G
O
V
E
R
N
A
N
C
E

F
I
N
A
N
C
I
A
L

I

N
F
O
R
M
A
T
I
O
N

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  135

 
P
U
O
R
G

E
C
N
A
M
R
O
F
R
E
P

E
C
N
A
N
R
E
V
O
G

L
A
I
C
N
A
N
I
F

N
O
I
T
A
M
R
O
F
N

I

Supplementary information (continued)
for the year ended 31 March 2015

 Business combinations and 
other acquisitions (continued)

Also during March 2015 the group disposed of its 

subsidiary 7Pixel S.r.l. for a purchase 

(cid:3)(cid:90) The group also invested a further R297m in 

cash in its joint venture Konga Online 

Shopping Limited (“Konga”) during October 

2014. Following the additional investment, 

consideration of R678m. The transaction resulted 

the group held a 40,2% interest in Konga on a 

in the recognition of a gain on disposal of 

fully diluted basis. 

R310m.

The main factor contributing to the goodwill 

recognised in these acquisitions is their market 

presence. This goodwill is not expected to be 

deductible for income tax purposes. Total 

acquisition-related costs of R192m were 

recorded in “Gains on acquisitions and disposals” 

in the income statement regarding the above 

acquisitions. Had the revenues and net results of 

the subsidiaries and businesses acquired been 

included from 1 April 2014, it would not have 

had a signiﬁcant effect on the group’s 

consolidated revenue and net results.

(cid:3)(cid:90) During February 2015 the group acquired a 

46,5% interest in Takealot Online (RF) 

Proprietary Limited (“Takealot”) in exchange 

for the contribution of its South African etail 

business, Kalahari.com, and the issue of 

612 977 Naspers N ordinary shares. The 

aggregate purchase consideration in the 

transaction amounted to R1,2bn and the 

acquisition gave rise to a deemed disposal 

gain of R154m, which has been recognised in 

“Gains on acquisitions and disposals” in the 

income statement. The group’s interest in 

Takealot is accounted for as an investment in 

an associate. The group has a 41,86% interest 

The following relates to the group’s investments 

in Takealot on a fully diluted basis.

in associated companies and joint ventures:

(cid:3)(cid:90) Investments acquired in cash were primarily 

(cid:3)(cid:90) The group participated in two funding rounds 

funded through the utilisation of existing 

of its associate Flipkart Private Limited 

credit facilities.

(“Flipkart”). These funding rounds, during May 

and August 2014, resulted in additional 

investments of R555m and R2,67bn, 

respectively, in cash and in the recognition of 

a net dilution gain of R1,5bn in the income 

statement as a result of a decrease in the 

group’s effective interest. The group now has 

a 15,83% interest in Flipkart on a fully diluted 

basis. 

136  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Supplementary information (continued)
for the year ended 31 March 2015

 Financial instruments

The information below analyses the group’s ﬁnancial instruments, which are carried at fair value at 

each reporting period, by level of the fair-value hierarchy.

Assets
Available-for-sale investments 
and loans
Foreign exchange contracts

Liabilities
Foreign exchange contracts
Shareholders’ liabilities
Earn-out obligations
Interest rate swaps

Fair-value measurements at 31 March 2015 using:

Quoted prices in 
active markets for
 identical assets 
or liabilities
(Level 1)
 R’m 

Signiﬁcant other
 observable inputs
(Level 2)
 R’m 

Signiﬁcant 
unobservable inputs
(Level 3)
 R’m 

  143 
 — 

 — 
 — 
 — 
 — 

 — 
  551 

  19 
 — 
 — 
  343 

 — 
 — 

 — 
  358 
  477 
 — 

Fair-value measurements at 31 March 2014 using:

Quoted prices in
 active markets for
 identical assets
 or liabilities
(Level 1)
 R’m 

Signiﬁcant other
 observable inputs
(Level 2)
 R’m 

Signiﬁcant 
unobservable inputs
(Level 3)
 R’m 

Assets
Available-for-sale investments 
and loans
Foreign exchange contracts
Interest rate swaps

Liabilities
Foreign exchange contracts
Shareholders’ liabilities
Earn-out obligations
Interest rate swaps

  120 
 — 
 — 

 — 
 — 
 — 
 — 

 — 
  210 
  1 

  66 
 — 
 — 
  332 

 — 
 — 
 — 

 — 
  806 
  263 
 — 

There have been no transfers between levels 1, 2 or 3 during the period, nor were there any 

signiﬁcant changes to the valuation techniques and inputs used to determine fair values.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  137

G
R
O
U
P

P
E
R
F
O
R
M
A
N
C
E

G
O
V
E
R
N
A
N
C
E

F
I
N
A
N
C
I
A
L

I

N
F
O
R
M
A
T
I
O
N

 
Supplementary information (continued)
for the year ended 31 March 2015

 Financial instruments (continued)

Financial instruments for which fair value is disclosed:

31 March 2015

Financial liabilities
Capitalised ﬁnance leases
Publicly traded bonds

31 March 2014

Financial liabilities
Loans from non-controlling shareholders
Capitalised ﬁnance leases
Publicly traded bonds

 Carrying 
value 
 R’m 

 Fair value 
 R’m 

 8 248 
 20 637 

 8 530 
 22 590 

 Carrying 
value
R’m 

 Fair value
R’m 

 480 
 7 277 
 17 784 

 478 
 7 074 
 19 706 

The fair values of the publicly traded bonds have been determined with reference to the listed prices 

of the instruments at the reporting date.

P
U
O
R
G

E
C
N
A
M
R
O
F
R
E
P

E
C
N
A
N
R
E
V
O
G

L
A
I
C
N
A
N
I
F

N
O
I
T
A
M
R
O
F
N

I

138  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Supplementary information (continued)
for the year ended 31 March 2015

 Financial instruments (continued)
Reconciliation of level 3 ﬁnancial liabilities

The following table presents the changes in level 3 instruments for the year ended 31 March 2015:

Opening balance
Total losses/(gains) recognised in the 
income statement
Additional obligations raised
Cancellations/reclassiﬁcations to derivative 
ﬁnancial instruments
Settlements
Foreign currency translation effects

Closing balance

Shareholders’ 
liabilities
 R’m 

Earn-out 
obligations
 R’m 

Total
 R’m 

  806 

  263 

 1 069 

  50 
—

 (493)
 (78)
  73 

  358 

 (18)
  345 

—
 (109)
 (4)

  477 

  32 
  345 

 (493)
 (187)
  69 

  835 

The following table presents the changes in level 3 instruments for the year ended 31 March 2014:

Shareholders’ 
liabilities
 R’m 

Earn-out 
obligations
 R’m 

Opening balance
Total gains recognised in the income statement
Additional obligations raised
Settlements
Foreign currency translation effects

Closing balance

  704 
 (145)
  284 
 (82)
  45 

  806 

  185 
 (13)
  155 
 (91)
  27 

  263 

Total
 R’m 

  889 
 (158)
  439 
 (173)
  72 

 1 069

G
R
O
U
P

P
E
R
F
O
R
M
A
N
C
E

G
O
V
E
R
N
A
N
C
E

F
I
N
A
N
C
I
A
L

I

N
F
O
R
M
A
T
I
O
N

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  139

 
 
Supplementary information (continued)
for the year ended 31 March 2015

 Financial instruments (continued)

The fair value of shareholders’ liabilities is determined using a discounted cash ﬂow model. 

Business-speciﬁc adjusted discount rates are applied to estimated future cash ﬂows.

For earn-out obligations, current forecasts of the extent to which management believes 

performance criteria will be met, discount rates reﬂecting the time value of money and contractually 

speciﬁed earn-out payments are used. Changes in these assumptions could affect the reported fair 

value of these ﬁnancial instruments. The fair value of level 2 ﬁnancial instruments is determined with 

the use of exchange rates quoted in an active market and interest rate extracts from observable 

yield curves. 

 Events after the reporting period

After the reporting period, the group invested a further US$41m in its joint venture Konga Online 

Shopping Limited (“Konga”). Following the additional investment, the group continues to exert joint 

control over Konga with its 50,9% interest on a fully diluted basis. During June 2015 the group 

entered into an agreement for the sale of its subsidiary, Korbitec Proprietary Limited. The transaction 

is subject to regulatory approval.

P
U
O
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G

E
C
N
A
M
R
O
F
R
E
P

E
C
N
A
N
R
E
V
O
G

L
A
I
C
N
A
N
I
F

N
O
I
T
A
M
R
O
F
N

I

140  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
N
O
I
T
A
M
R
O
F
N

I

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  141

 
P
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E
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N
A
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F
R
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P

E
C
N
A
N
R
E
V
O
G

I

L
A
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N
A
N
I
F

N
O
I
T
A
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F
N

I

Administration and corporate information

Company secretary

ADR programme

G Kisbey-Green

MultiChoice City

144 Bram Fischer Drive

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.

Bank of New York Mellon maintains a Global 

BuyDIRECTSM plan for Naspers Limited.

For additional information, please visit 

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:

Bank of New York Mellon

Shareholder Relations Department —

Global BuyDIRECTSM

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

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

Attorneys

Werksmans Inc.

PO Box 1474

Cape Town 8000

South Africa

Investor relations

M Horn

InvestorRelations@naspers.com

Tel: +27 (0)11 289 3320

Fax: +27 (0)11 289 3026

142  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

www.naspers.com

 
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

38 633
22 727
3 383
618
1 273

1 501 084
7 469 244
7 271 171
4 472 114
398 489 857

The following shareholders hold 5% and more of the issued share capital of the company:

Name

Public Investment Corporation of South Africa

Public shareholder spread

% held

Number of
shares owned

13,14

55 071 122

To the best knowledge of the directors, the spread of public shareholders in terms of section 4.25 of 
the JSE Limited Listings Requirements at 31 March 2015 was 98%, represented by 66 617 
shareholders holding 409 981 723 ordinary shares in the company. The non-public shareholders of 
the company comprising 17 shareholders representing 9 221 747 ordinary shares are analysed 
as follows:

Category

Naspers share-based incentive schemes
Directors 
Group companies

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

3 753 122
2 016 665
3 451 960

0,89
0,48
0,82

Shareholders’ diary

August

November
 June
July

August
September
March

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  143

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Notice of annual general meeting

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Notice is hereby given in terms of the 

use of holders of certiﬁcated shares and “own 

Companies Act No 71 of 2008, as amended 

name” dematerialised shareholders who wish to 

(“the Act”), that the 101st annual general 

be represented at the annual general meeting. 

meeting of Naspers Limited (”the company” or 

Completion of a form of proxy will not preclude 

“Naspers”) will be held on the 17th ﬂoor of the 

such a shareholder from attending and voting 

Media24 Centre (formerly Naspers Centre), 

(in preference to that shareholder’s proxy) at the 

40 Heerengracht in Cape Town, South Africa on 

annual general meeting.

Friday 28 August 2015 at 11:15.

Holders of dematerialised shares, other than 

 Record date, attendance 
and voting

“own name” dematerialised shareholders, who 

wish to vote at the annual general meeting, 

must instruct their central securities depository 

The record date for the meeting (being the date 

participant (CSDP) or broker accordingly in the 

used for the purpose of determining which 

manner and cut-off time stipulated by their CSDP 

shareholders are entitled to participate in and 

or broker.

vote at the meeting) is 14 August 2015.

Holders of dematerialised shares, other than 

Votes at the annual general meeting will be 

“own name” dematerialised shareholders, who 

taken by way of a poll and not on a show 

wish to attend the annual general meeting in 

of hands.

person, need to arrange the necessary 

A shareholder entitled to attend and vote at 

authorisation as soon as possible through their 

the meeting is entitled to appoint a proxy to 

CSDP or broker.

attend, participate in and vote at the meeting in 

The form appointing a proxy and the authority 

the place of the shareholder. A proxy need not 

(if any) under which it is signed, must reach the 

be a shareholder of the company.

transfer secretaries of the company (Link Market 

Before any person may attend or participate 

Services South Africa Proprietary Limited, 

in a shareholders’ meeting, that person must 

13th ﬂoor, Rennie House, 19 Ameshoff Street, 

present reasonably satisfactory identiﬁcation and 

Braamfontein 2001 or PO Box 4844, 

the person presiding at the meeting must be 

Johannesburg 2000) by no later than 11:15 on 

reasonably satisﬁed that the right of that person 

Wednesday 26 August 2015. Should you hold 

to participate and vote, either as a shareholder, 

Naspers A ordinary shares, the signed proxy 

or as a proxy for a shareholder, has been 

must reach the registered ofﬁce of the company 

reasonably veriﬁed. Forms of identiﬁcation 

by no later than 11:15 on Wednesday 

include valid identity documents, driver’s licences 

26 August 2015. A form of proxy is enclosed 

and passports.

with this notice. The form of proxy may also 

A form of proxy, which includes the relevant 

be obtained from the registered ofﬁce of 

instructions for its completion, is attached for the 

the company.

144  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Notice of annual general meeting (continued)

 Purpose of meeting

The purpose of the meeting is: (i) to present the 

directors’ report and the audited annual ﬁnancial 

statements of the company for the immediate 

preceding ﬁnancial year, an audit committee 

secure code and instructions to access the 

electronic communication during the annual 

general meeting. Shareholders must note that 

access to the electronic communication will be 

at the expense of the shareholders who wish to 

report and the social and ethics committee 

utilise the facility.

report; (ii) to consider and, if approved, to adopt 

with or without amendment, the resolutions set 

out below; and (iii) to consider any matters 

 Integrated annual report

The integrated annual report of the company for 

raised by the shareholders of the company, with 

the year ended 31 March 2015 is available on 

or without advance notice to the company.

 Electronic participation

www.naspers.com or on request during normal 

business hours at Naspers’s registered address, 

40 Heerengracht, Cape Town 8000 (contact 

Shareholders entitled to attend and vote at the 

person Ms Yasmin Abrahams) and in 

meeting or proxies of such shareholders shall be 

entitled to participate in the meeting (but not 

Johannesburg at MultiChoice City, 144 Bram 

Fischer Drive, Randburg 2194 (contact person 

vote) by electronic communication. Should a 

Mrs Toni Lutz).

shareholder wish to participate in the meeting 

by electronic communication, the shareholder 

concerned should advise the company thereof 

by no later than 09:00 on Friday 21 August 2015 

by submitting via registered mail addressed to 

the company (for the attention of Mrs Gillian 

Kisbey-Green) relevant contact details, as well as 

full details of the shareholder’s title to securities 

issued by the company and proof of identity, 

in the form of certiﬁed copies of identity 

documents and share certiﬁcates (in the case 

of materialised shares) and (in the case of 

dematerialised shares) written conﬁrmation from 

the shareholder’s CSDP, conﬁrming the 

shareholder’s title to the dematerialised shares. 

Upon receipt of the required information, the 

shareholder concerned will be provided with a 

 Ordinary resolutions

In order for the ordinary resolutions below to 

be adopted, the support of a majority of votes 

exercised by shareholders present or represented 

by proxy at this meeting is required. Ordinary 

resolutions numbers 9, 10 and 11 require the 

support of at least 75% of the total number of 

votes that may be exercised by the shareholders 

present or represented by proxy at this meeting.

1. 

To consider and accept the ﬁnancial 

statements of the company and the group 

for the twelve (12) months ended 

31 March 2015 and the reports of the 

directors, the auditor and the audit 

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  145

 
Notice of annual general meeting (continued)

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committee. The summarised form of 

annual report. The board unanimously 

the ﬁnancial statements is attached to 

recommends the approval of the 

this notice.

appointments of the directors in question.

A copy of the complete annual ﬁnancial 

5. 

To elect Messrs C L Enenstein, D G Eriksson, 

statements of the company for the 

T M F Phaswana and B J van der Ross, who 

ﬁnancial year ended 31 March 2015 can 

retire by rotation and, being eligible, offer 

be obtained from www.naspers.com or 

themselves for re-election as directors of 

on request during normal business hours 

the company. Their abridged curricula vitae 

at Naspers’s registered address, 

appear in the integrated annual report. 

40 Heerengracht, Cape Town 8000 

The board unanimously recommends 

(contact person Ms Yasmin Abrahams) and 

that the re-election of directors in terms of 

in Johannesburg at MultiChoice City, 

resolution number 5 be approved by the 

144 Bram Fischer Drive, Randburg 2194 

shareholders of the company. The 

(contact person Mrs Toni Lutz).

appointment of directors in ordinary 

2. 

To conﬁrm and approve payment of 

resolution number 4 and the re-election of 

dividends in relation to the N ordinary and 

directors in ordinary resolution number 5 

A ordinary shares of the company as 

will be conducted as a series of votes, 

authorised by the board, after having 

each being for the candidacy of a single 

applied the solvency and liquidity tests 

individual to ﬁll a single vacancy, and in 

contemplated in the Act.

each vote to ﬁll a vacancy, each voting 

3. 

To reappoint, on the recommendation of 

right entitled to be exercised, may be 

the company’s audit committee, the ﬁrm 

exercised once.

PricewaterhouseCoopers Inc. as 

6. 

To appoint the audit committee members 

independent registered auditor of the 

as required in terms of the Act and as 

company (noting that Mr B Deegan is the 

recommended by the King Code of 

individual registered auditor of that ﬁrm 

Governance for South Africa 2009 (King III) 

who will undertake the audit) for the 

(chapter 3). 

period until the next annual general 

The board and the nomination 

meeting of the company.

committee are satisﬁed that the 

4. 

To approve the appointments of 

company’s audit committee members are 

Mr S J Z Pacak as a non-executive director 

suitably skilled and experienced 

and Mr M R Sorour as an executive director 

independent non-executive directors. 

with effect from 15 January 2015, as well 

Collectively they have sufﬁcient 

as Mr J P Bekker, who was appointed as a 

qualiﬁcations and experience to fulﬁl their 

non-executive director and chair with 

duties, as contemplated in regulation 42 of 

effect from 17 April 2015. Their abridged 

the Companies Regulations 2011. They 

curricula vitae appear in the integrated 

have a comprehensive understanding of 

146  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Notice of annual general meeting (continued)

ﬁnancial reporting, internal ﬁnancial 

company), the unissued shares of the 

controls, risk management and governance 

company, on such terms and conditions 

processes within the company, as well as 

and to such persons, whether they be 

International Financial Reporting Standards 

shareholders or not, as the directors in 

(IFRS) and other regulations and guidelines 

their discretion deem ﬁt.

applicable to the company. They keep up 

9. 

Subject to a minimum of 75% of the votes 

to date with developments affecting their 

of shareholders of the company present in 

required skills set.

person or by proxy at the annual general 

The board and the nomination 

meeting and entitled to vote, voting in 

committee therefore unanimously 

favour thereof, the directors be authorised 

recommend Messrs D G Eriksson and 

and are hereby authorised to issue 

B J van der Ross, and Prof R C C Jafta for 

unissued shares of a class of shares 

election to the audit committee. Their 

already in issue in the capital of the 

abridged curricula vitae appear in the 

company for cash as and when the 

integrated annual report. The appointment 

opportunity arises, subject to the 

of the members of the audit committee 

requirements of the JSE, including the 

will be conducted by way of a separate 

following:

vote in respect of each individual.

(cid:3)(cid:90) this authority shall not endure beyond 

7. 

To endorse the company’s remuneration 

the earlier of the next annual general 

policy, as set out in the remuneration 

meeting of the company or beyond 

report contained in the integrated annual 

ﬁfteen (15) months from the date of 

report, by way of a non-binding advisory 

this meeting

vote.

(cid:3)(cid:90) that a paid press announcement giving 

8. 

To place the authorised but unissued share 

full details, including the intended use 

capital of the company under the control 

of the funds, will be published at the 

of the directors and to grant, until the 

time of any issue representing, on a 

conclusion of the next annual general 

cumulative basis within one year, 

meeting of the company, an unconditional 

5% or more of the number of shares 

authority to the directors to allot and issue 

of that class in issue prior to the issue

at their discretion (but subject to the 

(cid:3)(cid:90) the aggregate issue of any particular 

provisions of the Act, plus the JSE Limited’s 

class of shares in any ﬁnancial year 

stock exchange (JSE) Listings Requirements 

will not exceed 5% (20 960 174) of 

and the rules of any other exchange on 

the issued number of that class of 

which the shares of the company may be 

shares (including securities that are 

quoted or listed from time to time, plus 

compulsorily convertible into shares of 

the memorandum of incorporation of the 

that class)

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  147

 
Notice of annual general meeting (continued)

(cid:3)(cid:90) that in determining the price at which 

shareholders present or represented by 

an issue of shares will be made in 

proxy at the annual general meeting. In 

terms of this authority, the discount at 

compliance with paragraphs 14.6 and 

which the shares may be issued, may 

14.7 of schedule 14 of the JSE Listings 

not exceed 10% of the weighted 

Requirements, a summary of the principal 

average traded price of the shares in 

terms of the Naspers restricted stock plan 

question, as determined over the 

has been circulated together with this 

thirty (30) business days prior to the 

notice of the annual general meeting. The 

date that the price of the issue is 

complete trust deed of the Naspers 

determined, and

restricted stock plan will be made 

(cid:3)(cid:90) that the shares will only be issued to 

available for inspection by shareholders 

“public shareholders” as deﬁned in the 

during normal business hours at the 

Listings Requirements of the JSE, and 

company’s registered address, 

not to related parties.

40 Heerengracht, Cape Town 8000 

10.  Resolved that, in terms of schedule 14 of 

(contact person Ms Yasmin Abrahams) and 

the JSE Listings Requirements, the 

in Johannesburg at MultiChoice City, 

company hereby approves the trust deed 

144 Bram Fischer Drive, Randburg 2194 

of the Naspers restricted stock plan. 

(contact person Mrs Toni Lutz) for a period 

The trust deed of the Naspers restricted 

of not less than fourteen (14) days prior to 

stock plan will be tabled at the annual 

the annual general meeting.

general meeting and initialled by the 

11. 

To approve amendments to the MIH 

chairman for identiﬁcation purposes. A 

Holdings share trust deed, MIH (Mauritius) 

summary of the principal terms are set out 

Limited share trust deed and Naspers 

in the schedule headed summary of the 

share incentive trust deed (collectively the 

principal terms of the Naspers restricted 

“trust deeds”) and the share schemes 

stock plan annexed to this notice of the 

envisaged thereby (collectively, the 

annual general meeting.

“schemes”) “resolved that the 

Pursuant to the JSE Listings 

amendments to each of the trust deeds 

Requirements, the company will only be 

be and are hereby approved in the form 

entitled to adopt the Naspers restricted 

of each amended trust deed laid before 

stock plan if this ordinary resolution 

the meeting, with effect from the date of 

number 10 is passed by a majority of 

this resolution.”

75% or more of the votes cast by all 

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148  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Notice of annual general meeting (continued)

Reason and effect of ordinary resolution:

requirements. In some instances the 

Schedule 14 of the JSE Listings 

continuation of a beneﬁciary’s participation 

Requirements (“schedule 14”) governs 

in the relevant scheme may result in tax, 

share option schemes and share incentive 

legal or other complications or adverse 

schemes involving the issue of equity 

consequences for the group (and hence 

securities by issuers to, or for the beneﬁt 

shareholders). In this regard, the proposed 

of, employees and other persons involved 

amendments give the group the discretion 

in the business of the Naspers group (“the 

in such instances to terminate, with the 

group”) and which result in a dilution of 

beneﬁciary’s consent to the extent 

the shareholding of equity securities 

required in terms of the trust deeds, a 

holders in the issuer. This includes the 

beneﬁciary’s participation in a scheme and 

issue of equity securities from the issuer’s 

to accelerate vesting in respect of such 

authorised but unissued share capital, as 

beneﬁciary.

well as the use of equity securities held as 

This ordinary resolution number 11 will 

treasury shares. Schedule 14 is applicable 

only be effective if passed by a majority of 

to the schemes and each of the trust 

75% or more of the votes cast by all 

deeds governing the schemes. 

shareholders present or represented by 

The trust deeds were originally 

proxy, excluding any votes exercised in 

approved in terms of schedule 14.

respect of any treasury shares held by the 

The board has evaluated the trust deeds 

group and any shares held by share 

based on recent developments and has 

schemes of the group.

made certain amendments to the trust 

The amended trust deeds will be 

deeds that are being placed before the 

available for inspection by shareholders 

shareholders of the company, in 

during normal business hours at Naspers’s 

compliance with the requirements of 

registered address, 40 Heerengracht, 

schedule 14. These amendments will be 

Cape Town 8000 (contact person 

effective on and as from the date on 

Ms Yasmin Abrahams) and in 

which they are approved by the company’s 

Johannesburg at 144 Bram Fischer Drive, 

shareholders.

Randburg 2194 (contact person Mrs Toni 

The group operates in a number of 

Lutz) for a period of fourteen (14) days 

jurisdictions and is consequently subject to 

prior to the date of this annual general 

numerous tax and legal regulatory 

meeting.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Notice of annual general meeting (continued)

 Special resolutions

The special resolutions set out on the following pages 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 to 1.16

The approval of the remuneration of the non-executive directors for the years ending 31 March 2016 

and 31 March 2017, as follows:

Board
Chair*

Member 
Daily fees when travelling to and attending meetings outside 
home country
Committees 
Audit committee: 

Chair

Risk committee: 

Human resources and  
remuneration committee: 

Nomination committee: 

Social and ethics committee: 

Member
Chair

Member
Chair

Member
Chair

Member
Chair

Member

1.1

1.2

1.3

1.4
1.5

1.6
1.7

1.8
1.9

1.10
1.11

1.12

Other
Trustee of group share schemes/other personnel funds

1.13
1.14 Media24 pension fund:  
1.15

Chair
Trustee

31 March
2016
(proposed)

2,5 times
member
US$164 000
US$3 500

2,5 times
member
US$40 400
2,5 times
member
US$24 000
2,5 times
member
US$28 400
2,5 times
member
US$15 300
2,5 times
member
US$21 000

R44 190
R111 548
R76 365

Note
*  The chair of Naspers does not receive additional remuneration for attending meetings, or being a member of or chairing any 

committee of the board.

150  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
 
 
 
 
 
 
 
 
Notice of annual general meeting (continued)

1.16  The approval of the remuneration of the 

are established in future (collectively “the 

non-executive directors for the year 

Naspers group share-based incentive schemes”) 

ending 31 March 2017, based on a 

and participants thereunder (which may include 

5% increase year on year.

directors, future directors, prescribed ofﬁcers and 

The reason for and effect of special 

future prescribed ofﬁcers of the company or of a 

resolutions numbers 1.1 to 1.16 is to grant 

related or inter-related company) (participants) 

the company the authority to pay 

for the purpose of, or in connection with, the 

remuneration to its directors for their 

subscription of any option, or any securities, 

services as directors.

issued or to be issued by the company or a 

Each of the special resolutions numbers 

related or inter-related company, or for the 

1.1 to 1.16 in respect of each of the 

purchase of any securities of the company or a 

proposed 31 March 2016 and the 

related or inter-related company, pursuant to the 

proposed 31 March 2017 remuneration, 

administration and implementation of the 

will be considered by way of a separate 

Naspers group share-based incentive schemes, 

vote.

 Special resolution number 2
That the board may authorise the company to 

in each instance on the terms applicable to the 

Naspers group share-based incentive scheme 

in question.

The reason for and effect of special resolution 

generally provide any ﬁnancial assistance in the 

number 2 is to approve generally the provision 

manner contemplated in and subject to the 

of ﬁnancial assistance to the potential recipients 

provisions of section 44 of the Act to a director 

as set out in the resolution.

or prescribed ofﬁcer of the company or of a 

related or inter-related company, or to a related 

or inter-related company or corporation, or to a 

 Special resolution number 3
That the company, as authorised by the board, 

member of a related or inter-related corporation, 

may generally provide, in terms of and subject 

pursuant to the authority hereby conferred upon 

to the requirements of section 45 of the Act, any 

the board for these purposes. This authority shall 

direct or indirect ﬁnancial assistance to a related 

include and also apply to the granting of 

or inter-related company or corporation, or to a 

ﬁnancial assistance to the Naspers share 

member of a related or inter-related corporation, 

incentive scheme, the other existing group 

pursuant to the authority hereby conferred upon 

share-based incentive schemes (details of which 

the board for these purposes.

appear in the integrated annual report), the 

The reason for and effect of special resolution 

Naspers restricted stock plan referred to in 

number 3 is to approve generally the provision 

ordinary resolution number 10 of this notice and 

of ﬁnancial assistance to the potential recipients 

such group share-based incentive schemes that 

as set out in the resolution.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  151

 
Notice of annual general meeting (continued)

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 Special resolution number 4
That the company or any of its subsidiaries be 

and are hereby authorised to acquire N ordinary 

shares issued by the company from any person 

whosoever (including any director or prescribed 

ofﬁcer of the company or any person related to 

any director or prescribed ofﬁcer of the 

company), in terms of and subject to the Act and 

in terms of the rules and requirements of the 

JSE, being that:

(cid:3)(cid:90) any such acquisition of N ordinary shares shall 

general authority, the maximum premium at 

which such N ordinary shares may be 

acquired, will not exceed 10% of the 

weighted average of the market value at 

which such N ordinary shares are traded on 

the JSE as determined over the ﬁve (5) 

business days immediately preceding the date 

of repurchase of such N ordinary shares by 

the company or any of its subsidiaries

(cid:3)(cid:90) at any point the company may only appoint 

one agent to effect any repurchase on the 

be effected through the order book operated 

company’s behalf

by the JSE trading system and done without 

any prior understanding or arrangement

(cid:3)(cid:90) this general authority shall be valid until the 

company’s next annual general meeting, 

provided that it shall not extend beyond 

(cid:3)(cid:90) the company’s sponsor must conﬁrm the 

adequacy of the company’s working capital 

for purposes of undertaking the repurchase of 

N ordinary shares in writing to the JSE before 

entering the market for the repurchase

ﬁfteen (15) months from the date of passing 

(cid:3)(cid:90) the company remains in compliance with the 

of this special resolution

minimum shareholder spread requirements of 

(cid:3)(cid:90) an announcement will be published as soon 

the JSE Listings Requirements, and

as the company or any of its subsidiaries have 

acquired N ordinary shares constituting, on a 

cumulative basis, 3% of the number of 

N ordinary shares in issue prior to the 

acquisition, pursuant to which the aforesaid 

3% threshold is reached, and for each 3% in 

aggregate acquired thereafter, containing full 

details of such acquisitions

(cid:3)(cid:90) acquisitions of N ordinary shares in aggregate 

(cid:3)(cid:90) the company and/or its subsidiaries may not 

repurchase any N ordinary shares during a 

prohibited period as deﬁned by the JSE Listings 

Requirements, unless a repurchase 

programme is in place where dates and 

quantities of shares to be traded during the 

prohibited period are ﬁxed, and full details of 

the programme have been submitted to the 

JSE in writing prior to the commencement of 

in any one ﬁnancial year may not exceed 

the prohibited period.

20% of the company’s N ordinary issued share 

capital as at the date of passing of this special 

resolution

Before the general repurchase is effected, the 

directors, having considered the effects of the 

(cid:3)(cid:90) in determining the price at which N ordinary 

repurchase of the maximum number of 

shares issued by the company are acquired by 

N ordinary shares in terms of the foregoing 

it or any of its subsidiaries in terms of this 

general authority, will ensure that for a period of 

152  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Notice of annual general meeting (continued)

twelve (12) months after the date of the notice 

 Material changes

of the annual general meeting:

(cid:3)(cid:90) the company and the group will be able, in 

the ordinary course of business, to pay their 

debts

(cid:3)(cid:90) the assets of the company and the group, 

fairly valued in accordance with IFRS; will 

Other than the facts and developments reported 

on in the integrated annual report and annual 

ﬁnancial statements, there have been no 

material changes in the affairs or ﬁnancial 

position of the company and its subsidiaries 

since the date of signature of the audit report 

exceed the liabilities of the company and the 

and up to the date of this notice.

group, and

(cid:3)(cid:90) the company and the group’s ordinary share 

capital, reserves and working capital will be 

adequate for ordinary business purposes.

Additional information in respect of the following 

The directors have no speciﬁc intention, at 

present, for the company to repurchase any of 

its N ordinary shares, but believe that such a 

general authority should be put in place in case 

an opportunity presents itself during the year, 

which is in the best interests of the company 

appears in the integrated annual report and in 

and its shareholders.

the annual ﬁnancial statements, and is provided 

in terms of the JSE Listings Requirements for 

The reason for and effect of special resolution 

number 4 is to grant the company the authority 

purposes of the general authority:

(cid:3)(cid:90) major shareholders, and

(cid:3)(cid:90) share capital of the company.

 Directors’ responsibility 
statement

The directors, whose names appear in the list of 

directors contained in the integrated annual 

report, collectively and individually accept full 

responsibility for the accuracy of the information 

pertaining to this special resolution number 4 

in terms of the Act and the JSE Listings 

Requirements for the acquisition by the 

company, or a subsidiary of the company, of 

the company’s N ordinary shares.

 Special resolution number 5
That the company or any of its subsidiaries be 

and are hereby authorised to acquire A ordinary 

shares issued by the company from any person 

whosoever (including any director or prescribed 

ofﬁcer of the company or any person related to 

and certify that, to the best of their knowledge 

any director or prescribed ofﬁcer of the 

and belief, there are no facts that have been 

omitted that would make any statement false or 

misleading, and that all reasonable enquiries to 

ascertain such facts have been made and that 

company), in terms of and subject to the Act. 

The reason for and effect of special resolution 

number 5 is to grant the company the authority 

in terms of the Act for the acquisition by the 

special resolution number 4 contains all relevant 

company, or a subsidiary of the company, of the 

information.

company’s A ordinary shares.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  153

 
Notice of annual general meeting (continued)

 Ordinary resolution

12. 

Each of the directors of the company or 

the company secretary is hereby 

authorised to do all things, perform all acts 

and sign all documentation necessary to 

effect the implementation of the ordinary 

and special resolutions adopted at this 

annual general meeting.

 Other business

To transact such other business as may be 

transacted at an annual general meeting.

By order of the board

G Kisbey-Green
Company secretary

24 July 2015

Cape Town

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Appendix 

 Salient features of the proposed Naspers restricted stock plan (“the 
scheme”)

1. 

The scheme, which will be administered 

3. 

Eligible employees would have fulﬁlled the 

through the Naspers restricted stock plan 

relevant criteria prior to the date of being 

trust (“trust”) and is constituted in terms of 

granted an award in terms of the trust 

trust deed of the trust (“trust deed”). It is 

deed. The scheme is not intended to 

intended to incentivise the performance of 

replace existing share appreciation rights, 

and retain critical talent employees of 

stock option schemes and other share 

Naspers Limited (“the company”) and 

trusts of the group which will remain the 

other members of the company’s group, 

primary equity programmes for senior 

such as engineers and those with 

executives.

specialist skill sets at the mid-level of the 

4. 

The scheme provides for the granting, by 

group as identiﬁed by the board 

the trustees, at the discretion of the board, 

(“employees”), and to promote the group’s 

of a conditional right to delivery of shares 

continued growth by providing those 

(“award”) to employees of the company 

employees with an opportunity to own 

or members of the group (each an 

“N” ordinary shares (“shares”) in the 

“employer company”) on behalf of such 

company. 

employer company. Subject to the 

2. 

The criteria for participation in the scheme 

provisions of the trust deed and the JSE 

is performance based, with the board of 

Listings Requirements, the trustees have 

the company (“board”) having the ﬁnal 

ﬁnal authority and full power in respect of 

discretion with regard to criteria and the 

the administration of the scheme. 

decision as to who will participate in the 

5. 

The scheme is intended to apply 

scheme and the quantum of the awards to 

throughout the group, and for this purpose, 

be made to the employees by the trustees 

the trustees shall incur the obligation and 

of the Naspers restricted stock plan trust 

costs in respect of settling vested awards, 

(“trustees”), subject to the ability of the 

on behalf of the relevant employer 

Board to delegate such authority to other 

company, which amounts shall be settled 

persons as the board deems ﬁt. 

by the employer company in terms of a 

recharge policy between, inter alia, the 

company and the employer companies, 

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Appendix (continued)

subject to the board’s discretion to 

8. 

An employee shall have no rights to 

determine that such recharge policy shall 

dividends or voting rights attaching to, 

not be applied in respect of a speciﬁc 

arising from or in relation to shares prior to 

award. All communications and 

the vesting date, which shall vest in the 

administration of the scheme shall be 

trustees prior to such time, with such 

carried out by the trustees, on behalf of 

shares being held by the trustees until the 

the relevant employer companies, subject 

vesting date.

to the ability of the trustees to delegate 

9. 

The maximum number of shares that may 

such authority to other persons as the 

be settled by the issue of shares by the 

trustees deem ﬁt. 

company or the delivery of treasury shares 

6. 

The awards shall be settled, at the 

under the scheme shall not exceed the 

discretion of the board, in whole or in part, 

maximum number of shares authorised by 

through the issue of shares to employees, 

the shareholders of the company to be 

the purchase of shares on the open 

available for fresh issue in connection with 

market and transfer to employees, through 

all share-based schemes of the group, 

the transfer of treasury shares to 

being 40 588 541 shares, as approved at 

employees, in cash (in lieu of shares) or 

the annual general meeting of the 

any combination thereof, where the 

company held on 27 August 2010 and 

current intention is to settle the awards 

conﬁrmed at the annual general meeting 

through the purchase of shares on the 

held on 26 August 2011, which number 

open market, acquired on the date of 

will increase by virtue of any subdivision 

grant of the award. 

of shares or decrease by virtue of any 

7. 

Awards will vest in four equal annual 

consolidation of shares, as the case may 

tranches, with the ﬁrst tranche vesting on 

be, and which maximum may not be 

the ﬁrst anniversary of the date of grant of 

amended except with the prior approval 

the award and the further tranches vesting 

by ordinary resolution of the equity 

on each subsequent anniversary of the 

security holders of the company(1). 

date of grant of the award. Settlement of 

10. 

Furthermore, the maximum aggregate 

awards will take place on each of the 

number of shares at any time allocated in 

relevant vesting dates of the awards. 

respect of all unvested awards to any one 

(1)  In order to approve such resolution, a 75% majority of the votes must be cast in favour of such resolution by all equity security 

holders present or represented by proxy at the annual general meeting.

156  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Appendix (continued)

employee shall not exceed 20 000 shares, 

b.  collective retrenchment, retirement, 

either alone or when aggregated with the 

the employee ceasing to qualify for 

number of shares that such employee is 

participation in the scheme due to 

entitled to in terms of all share-based 

“jurisdictional issues”(2) or as a result of 

schemes of the group, which number will 

a business disposition by the company 

increase by virtue of any subdivision of 

(or an employer company) or transfer 

shares or decrease by virtue of any 

by an employer company (or by 

consolidation of shares, as the case 

operation of law) of an employee’s 

may be. 

employment pursuant to a transaction 

11. 

The scheme is also subject to the ultimate 

involving a person other than an 

limit that no more than 200 000 awards 

employer company – in which cases 

may be granted by the trustees in any one 

the vesting of such employee’s award 

ﬁnancial year and their powers shall be 

shall be accelerated on a pro rata 

limited accordingly.

basis(3). 

12. 

In the event of termination of an 

13.  Whenever a vesting date or the date for 

employee’s employment with an employer 

the performance of any relevant action or 

company, all of that employee’s unvested 

election in terms of scheme (“key date”) 

awards shall lapse, save in the event of: 

falls within a prohibited period(4), or 

a.  death, ill health, disability or any other 

performance of the relevant action or 

event, matter, fact or circumstances 

election in terms of this trust deed is 

approved in the sole discretion of the 

prohibited in terms of the JSE Listings 

board (“discretionary event”) – in 

Requirements, applicable law or regulation 

which cases all unvested awards will 

including those relating to price-sensitive 

be accelerated and vest on the date of 

or inside information (or comparable 

termination of employment (subject to 

provisions) or any policy adopted by the 

the board’s discretion to vest only a 

company (including those relating to 

portion of unvested awards in the case 

dealings in securities by directors) or is 

of a discretionary event), and

inadvisable or impractical, as determined 

(2)  “Jurisdictional issues” are deﬁned in the trust deed as “tax, legal or other complications or impediments created or existing for an 

employer company or for the administration and/or implementation of the scheme in a country or jurisdiction in which a participant 
resides or is employed, the consequences of which are set out in paragraph 32 (of the trust deed).” 

(3)  The accelerated portion to be vested will only be in respect of that portion of the employee’s awards which would have vested on 

the following vesting tranche, not in relation to all outstanding tranches.

(4)  Any period during which dealing in shares by an employee is prohibited, whether by virtue of the JSE Listings Requirements or any 
other exchange on which the shares may from time to time be listed, the internal rules of the company or applicable legislation 
and/or any period designated for the purposes of the scheme as a “prohibited period” by the board.

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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Appendix (continued)

in the discretion of the board (“relevant 

15. 

In relation to a corporate event 

event”), the relevant key date shall be 

contemplated in paragraph 14.a above, 

extended to a date 14 days immediately 

the board, having regard to such 

succeeding the expiration of the relevant 

professional advice as it considers 

event, or such increased period as 

appropriate in the circumstances, must 

determined by the trustees.

make such substitution of and/or 

14. 

The trust deed regulates certain “corporate 

adjustment to the scheme and the awards 

events”, including where:

granted or to be granted. In relation to 

a.  shares are divided into a greater 

a corporate event contemplated in 

number and/or shares are 

paragraph 14.b or 14.c above, the board, 

consolidated into a lesser number,

having regard to such professional advice 

b. 

there is a pro rata cash or in specie 

as it considers appropriate in the 

distribution in respect of the shares by 

circumstances, may, in its discretion, make 

way of a return of capital or a special 

such substitution of and/or adjustment 

dividend, or

to the scheme and the awards granted or 

c. 

there is a pro rata issue or distribution 

to be granted. 

of shares to shareholders by way of a 

16. 

Such adjustments may include (but are not 

bonus issue or capitalisation of any 

limited to):

account in satisfaction of any dividend, 

a.  substitution of awards;

or by way of any other distribution in 

b.  adjusting any of the terms, rights and/

specie shareholders are given in that 

or beneﬁts attributable to any award, 

capacity a pro rata right to acquire 

shares.

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  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Appendix (continued)

including as to the number of shares 

18. 

The board will procure that the auditors of 

and/or relevant securities of the 

the company, or other independent 

company to which the award relates, 

advisers acceptable to the JSE, conﬁrm to 

the number of awards, the date(s) of 

the JSE (copied to the trustees), in writing, 

vesting, beneﬁts payable on vesting of 

that any adjustments made, as 

an award, the beneﬁts attributable to 

contemplated in paragraph 15 above, are 

the award and/or manner of 

in accordance with the provisions of the 

calculation thereof and/or an 

deed; that such written conﬁrmation is 

adjustment to the maximum limits 

provided to the JSE at the time that any 

contemplated by paragraphs 9 and/or 

such adjustment is ﬁnalised; and that any 

10 (as applicable), and/or

such adjustment is reported on in the 

c. 

requiring and/or permitting 

company’s annual ﬁnancial statements 

employees to dispose of or cancel all 

in the year during which the adjustment 

or any number of their awards, on 

is made. 

stipulated terms (including fair 

19. 

The issue of shares as consideration for an 

compensation).

acquisition, the issue of shares for cash 

17. 

In respect of a corporate event speciﬁed in 

and the issue of shares for a vendor 

paragraph 14.a above, the adjustment 

consideration placing will not be regarded 

should give an employee entitlement 

as a corporate event requiring adjustment 

– de minimis variations aside – to the 

in terms of the trust deed.

same proportion of the equity capital 

20.  Any amendment of the trust deed in 

of the company as that to which the 

relation to the matters outlined in 

employee was previously entitled, and 

paragraph 14.1 of the JSE Listings 

shall include a corresponding adjustment 

Requirements must be approved by 

to the maximum limits set contemplated 

shareholders of the company in 

by paragraphs 9 and/or 10 (as applicable).

accordance with the JSE Listings 

Requirements and the trust deed.

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  159

 
Appendix (continued)

21. 

The scheme must be approved by a 

23. 

The trust deed will be available for 

majority of 75% or more of the votes cast 

inspection by shareholders during normal 

by all shareholders present or represented 

business hours at Naspers’s registered 

by proxy, excluding any votes exercised in 

address, 40 Heerengracht, Cape Town 

respect of any treasury shares held by the 

8000 (contact person Ms Yasmin 

group and any shares held by share 

Abrahams) and in Johannesburg at 

schemes of the group.

144 Bram Fischer Drive, Randburg 2194 

22. 

This summary of the salient terms of the 

(contact person Mrs Toni Lutz) for a period 

scheme is not exhaustive of all the terms 

of fourteen (14) days prior to the date of 

of the scheme, and shareholders should 

this annual general meeting.

review the full trust deed should they 

require further information in relation to 

the scheme.

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160  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Form of proxy

Naspers Limited
Incorporated in the Republic of South Africa
Registration number: 1925/001431/06
JSE share code: NPN 
LSE share code: NPSN 
(“the company”)

ISIN: ZAE000015889

ISIN: US 6315121003 

101st annual general meeting of shareholders
For use by holders of certiﬁcated shares or “own name” dematerialised shareholders at the 101st annual general 
meeting of shareholders of the company to be held on the 17th ﬂoor of the Media24 Centre (formerly the Naspers 
Centre), 40 Heerengracht, Cape Town, South Africa on Friday 28 August 2015 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 chair 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, the Media24 Centre (formerly the Naspers Centre), 
40 Heerengracht in Cape Town on Friday 28 August 2015 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.  Acceptance of annual ﬁnancial statements

2. 

3. 

Conﬁrmation and approval of payment of dividends

 Reappointment of PricewaterhouseCoopers Inc. 
as auditor

4. 

 To conﬁrm the appointment of: 

4.1  Mr S J Z Pacak as a non-executive director

4.2  Mr M R Sorour as an executive director

4.3  Mr J P Bekker as a non-executive director and chair

5. 

To elect the following directors: 

5.1  Mr C L Enenstein

5.2  Mr D G Eriksson

5.3  Mr T M F Phaswana

5.4  Mr B J van der Ross

NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

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In favour of

Against

Abstain

Form of proxy (continued)

6. 

 Appointment of the following audit committee 
members:

6.1  Mr D G Eriksson

6.2  Mr B J van der Ross

6.3  Prof R C C Jafta

7. 

8. 

To endorse the company’s remuneration policy

 Approval of general authority placing unissued shares 
under the control of the directors

9.  Approval of issue of shares for cash

10. 

11. 

 Approval of the new Naspers restricted stock plan 
trust deed

 Approve amendments to the MIH Holdings share trust 
deed, MIH (Mauritius) Limited share trust deed and 
Naspers share incentive trust deed

12. 

 Authorisation to implement all resolutions adopted at 
the annual general meeting

Special resolution number 1

Approval of the remuneration of the non-executive directors

Proposed 31 March 2016

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  Trustees of group share schemes/other personnel 

funds

1.14 Media24 pension fund – chair

1.15 Media24 pension fund – trustee

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162  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
Form of proxy (continued)

In favour of

Against

Abstain

Proposed 31 March 2017

1.16  Approval of the remuneration of the non-executive 

directors

Special resolution number 2

Approve generally the provision of ﬁnancial assistance in 
terms of section 44 of the Act

Special resolution number 3

Approve generally the provision of ﬁnancial assistance in 
terms of section 45 of the Act

Special resolution number 4

General authority for the company or its subsidiaries to 
acquire N ordinary shares in the company

Special resolution number 5

General authority for the company or its subsidiaries to 
acquire A ordinary shares in the company

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 

2015

Assisted (where applicable)

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NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015  

  163

 
Notes to form of proxy

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1.  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, 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.

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.

2.  A certiﬁcated or “own name” dematerialised 
shareholder may insert the names of two 
alternative proxies of the shareholder’s choice in 
the space provided, deleting “the chair 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.

3.  A shareholder’s instructions to the proxy must be 
indicated by that shareholder in the appropriate 
space provided, failing which the proxy shall not be 
entitled to vote at the annual general meeting in 
respect of the shareholder’s votes exercisable at 
that meeting, provided where the proxy is the chair, 
failure to so comply will be deemed to authorise 
the chair to vote in favour of the resolutions.

4.  Forms of proxy for Naspers N ordinary shares 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. Forms of proxy 
for Naspers A ordinary shares must be lodged at or 
posted to the registered ofﬁce of the company, 
40 Heerengracht, Cape Town 8001 or PO Box 2271, 
Cape Town 8000. Forms of proxy to be received by 
not later than 11:15 on Wednesday 26 August 
2015, or such later date if the annual general 
meeting is postponed.

5.  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.

6.  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.

7.  A vote cast or act done in accordance with the 

terms of a form of proxy shall be deemed to be 
valid despite:

(cid:3)(cid:90) the death, insanity, or any other legal disability of 

the person appointing the proxy, or

(cid:3)(cid:90) the revocation of the proxy, or
(cid:3)(cid:90) the transfer of a share in respect of which the proxy 
was given, unless notice as to any of the above 
mentioned matters shall have been received by the 
company at its registered ofﬁce or by the chair 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.

164  

  NASPERS LIMITED INTEGRATED ANNUAL REPORT 2015

 
BASTION GRAPHICS

 
www.naspers.com