Improving
everyday life for
millions of people…
Integrated annual report 2021
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
…by building leading
consumer internet
companies that address
societal needs.
Group overview
02 About this report
03
Statement of the board of
directors on the integrated
annual report
04 Group overview
11 Chair’s review
13 Chief executive’s review
18 Our strategy
20 Our business model
21
22 The world around us
25
Measuring our impact
Stakeholder engagement
and materiality
29 Our culture
Welcome to our 2021
integrated annual report
At Naspers, we are committed to improving
everyday life for millions of people by building
leading consumer internet companies that
address societal needs. This is at the heart
of why and how we create value responsibly
for all our stakeholders.
On the following pages we share our
story of living up to this commitment
in an extraordinarily challenging,
transformative year.
Performance review
31 Our performance
32 Classifieds
36 Food Delivery
42 Payments and Fintech
46 Etail
52 Ventures
57 Naspers Foundry
58 Social and Internet Platforms
60 Media
62
63
Financial review
Managing risks and
opportunities
65 Monitoring of key risks
Sustainability review
73 Our sustainability direction
75 Data privacy and protection
77 Cybersecurity and technology
79
resilience
Artificial intelligence and
machine learning
81 Our people
88 The environment
91 Society
95 Tax
Governance
99 Our board
101 Naspers group governance
framework
102 Governance for a sustainable
business
116 Remuneration report
Summarised consolidated
annual financial statements
146 Chief executive and
financial director responsibility
statement
146 Statement of responsibility by
the board of directors
147 Independent auditor’s report
148 Summarised consolidated
annual financial statements
Further information
175 Notice of virtual annual
general meeting
181 Form of proxy
182 Notes to the form of proxy
184 Shareholder and corporate
information
185 Analysis of shareholders and
shareholders’ diary
186 Naspers voting control structure
Naspers integrated annual report 2021
1
v
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
About this report
This integrated annual report assesses our performance for the
financial year ended 31 March 2021. We aim to provide a
picture of our progress and impact on society.
THE SIX CAPITALS
Financial
Human
Intellectual
Social and relationship
Manufacturing
Natural
KEY ISSUES
Business
Societal
Financial performance
Responsible
investments
Business culture,
ethics and integrity
People
Customer centricity
Data privacy
Environment
Climate action
Digital inclusion
Technological
AI
Cyber-resilience
Innovation
1 As identified in the framework of the International Integrated Reporting
Council: financial, human, intellectual, manufacturing, social and
relationship and natural capitals.
Reporting
In line with best practice for integrated reporting we
measure our performance by evaluating how we
create value for our key stakeholders by taking
account of the six capitals1. We also report on the
11 material issues identified by our stakeholders in
our first materiality assessment as well as progress
made against our strategy. We regularly measure
returns on invested capital. We understand the risks
we take and manage these to minimise their impact
on our business and results.
This way of telling a comprehensive, connected
story fits well with our holistic view of value and
our focus on creating sustainable value for
long-term good.
Responding to Covid-19
We were quick to respond to the Covid-19
pandemic. From the outset we focused on ensuring
we safeguarded our people, maintained our ability
to serve our customers and protected our
businesses for the long term. Throughout the report
we sum up how we have lived up to this
commitment, including the many different initiatives
undertaken by portfolio companies.
Listing information
Naspers Limited (Naspers) has its primary listing on
the JSE Limited’s stock exchange (JSE) (NPN.SJ)
and a secondary listing on A2X Markets (NPN.AJ)
in South Africa. It is the largest South African
company on the JSE. It also has a level 1 American
Depository Receipt (ADR) programme listing on the
London Stock Exchange (LSE: NPSN) and trades on
an over-the-counter (OTC) basis in the United States
(US). Investors are therefore able to buy and sell
Naspers securities on several markets. Naspers’s
subsidiary, Prosus N.V. (Prosus), is listed on Euronext
Amsterdam with secondary listings on the JSE
Where relevant, we have adjusted amounts and
percentages for the effects of foreign currency, as
well as acquisitions and disposals.
Such adjustments (pro forma financial information)
are quoted in brackets after the equivalent metrics
reported under International Financial Reporting
Standards (IFRS). Refer to pages 161 to 168 of the
summarised consolidated annual financial
statements for a reconciliation of these metrics with
the equivalent amounts reported under IFRS.
Financial commentary and segmental reviews are
prepared on an economic-interest basis (which
includes consolidated subsidiaries and a
proportionate share of associated companies and
joint ventures), unless otherwise stated.
This report contains certain non-IFRS financial
measures (non-IFRS measures), which are not
liquidity or performance measures under IFRS, and
which the group considers to be alternative
performance measures (APMs). These APMs are
prepared in addition to the figures that are
prepared in accordance with IFRS. Such measures
include trading profit; adjusted EBITDA; headline
earnings; core headline earnings; free cash flow;
growth in local currency, excluding acquisitions and
disposals; and economic-interest information.
The group provides non-IFRS measures and other
information because the board believes that they
provide investors with additional information to
measure its operating performance. The group’s
use of non-IFRS measures may vary from the use of
other companies in its industry. The measures used
should not be considered as an alternative to net
income(loss), revenue or any other performance
measure derived in accordance with IFRS or to net
cash inflow(outflow) from operating activities as a
measure of liquidity. The non-IFRS measures have
limitations as analytical tools and should not be
considered in isolation or as substitutes for analysis
of the group’s results as reported under IFRS. They
may exclude or include amounts that are included
or excluded, as applicable, in the calculation of the
most directly comparable measures in accordance
with IFRS. Their usefulness is therefore subject to
limitations, which are described below. In
particular, other companies in the industry may
define the non-IFRS measures used herein
differently than the group does. In those cases, it
may be difficult to compare the performance of
those entities to the group’s performance based
on these similarly named non-IFRS measures. In
addition, the exclusion of certain items from
non-IFRS measures does not imply that these items
are necessarily non-recurring. From time to time,
the group may exclude additional items if it
believes doing so would result in more transparent
and comparable disclosure.
Limited’s stock exchange (XJSE:PRX) and A2X
Markets (PRX.AJ) and also has bonds listed on
Euronext Dublin. Prosus also has ADRs that trade
on an OTC basis in the US.
Scope and boundary of reporting
Financial and non-financial reporting
This report extends beyond financial reporting. It
reflects on non-financial performance,
opportunities, risks and outcomes attributable to or
associated with key stakeholders who have a
significant influence on our ability to create value.
Our subsidiaries, associates and investees
(non-controlled entities) are required to comply with
applicable law and regulation. The group also
encourages its associates and investees (non-
controlled entities) to adopt appropriate
governance standards (for example, codes of
business ethics and conduct, and policies relating
to anti-bribery and anti-corruption, competition
compliance, privacy and sanctions and export
controls).
It includes the strategy and financial performance
of Naspers and its subsidiaries, joint ventures and
associates (the group). The scope of reporting on
non-financial performance is indicated in this
report. Group reporting standards are continually
being developed to make disclosure meaningful
Naspers integrated annual report 2021
2
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
About this report continued
and measurable for stakeholders. Given the highly
competitive environment in which we operate,
this report mostly excludes financial targets or
forward-looking statements other than as explained
on this page.
Legislation and frameworks that inform
our reporting
This integrated annual report was prepared
against local and global standards, including:
• 2013 Framework of the International Integrated
Reporting Council (IIRC): this principles-based
approach promotes the concept of the six
capitals1, which considers material inputs and
resources required to create and sustain value in
the long term. We describe key components of
the Naspers value chain (business model) that
creates and sustains value for our stakeholders.
• We have aligned our climate change approach
and our integrated reporting to the framework of
the Task Force on Climate-related Financial
Disclosures (TCFD), and this year we publish our
first TCFD report.
• To meet the needs of investors and analysts and
provide financially material information for all our
stakeholders, we align our disclosures with the
Sustainability Accounting Standards Board (SASB).
This is also the first year we have published an
SASB response.
• We support the United Nations Sustainable
Development Goals (UN SDGs) and, like many
other businesses, have identified which of those
goals our business aligns with. We discuss this
alignment and our activities in support of the
SDGs in this report.
• South African Companies Act 71 of 2008,
as amended (Companies Act).
• King IV Report on Corporate Governance
for South Africa (King IVTM)2.
• IFRS.
1 As identified in the framework of the International Integrated Reporting
Council: financial, human, intellectual, manufacturing, social and
relationship and natural capitals.
2 The Institute of Directors in Southern Africa NPC (IoDSA) owns all
copyright and trademarks for King IVTM.
Materiality and material matters
We apply the principle of materiality in assessing
what information to include in our integrated annual
report. This report focuses particularly on those
issues, opportunities and challenges that impact
materially on the group and on its ability to be a
sustainable business that delivers value to key
stakeholders, including our shareholders.
Assurance
Financial information in this report extracted from
the audited Naspers Limited consolidated annual
financial statements for the year ended 31 March
2021 was audited by PricewaterhouseCoopers Inc.
(PwC) (refer to page 147 for its report). PwC also
performed specific procedures on material
non-financial information in this report. In addition,
PwC performed limited assurance on our scope 1
and scope 2 carbon footprint (refer to page 88).
South African broad-based black economic
empowerment (BBBEE) information (for Naspers
and Media24) was assured by EmpowerLogic.
The group has a combined assurance model for
internal use. This model is designed to cover key
risks through a combination of assurance service
providers and functions as appropriate for
Naspers.
An overview of combined assurance per key risk
is reported for consideration by the audit and
risk committees.
The scope for our group internal audit and risk
support function includes all controlled assets. The
head of internal audit and risk support reports to
the audit committee and presents for its approval
an objective-driven, risk-based internal audit plan.
Where required, external parties, such as forensic
specialists or data-analytics experts, support the
internal audit function. Other external assurance
providers are enlisted as needed. In our more
regulated businesses (like PayU), regulatory
inspectors visit periodically.
The audit committee recommends the appointment
of the external auditor to shareholders, reviews the
auditor’s independence annually and oversees the
external audit. The audit committee makes
recommendations to the board and assists the
board in ensuring the integrity of external reports.
Forward-looking statements
This report contains forward-looking statements as
defined in the United States Private Securities
Litigation Reform Act of 1995 concerning our
financial condition, results of operations and
businesses. These forward-looking statements are
subject to a number of risks and uncertainties,
many of which are beyond our control and all of
which are based on our current beliefs and
expectations about future events. Forward-looking
statements are typically identified by the use of
forward-looking terminology such as “believes”,
“expects”, “may”, “ill”, “could”, “should”, “intends”,
“estimates”, “plans”, “assumes” or “anticipates”, or
associated negative, or other variations or
comparable terminology, or by discussions of
strategy that involve risks and uncertainties. These
forward-looking statements and other statements
contained in this report on matters that are not
historical facts involve predictions.
No assurance can be given that such future results
will be achieved. Actual events or results may differ
materially as a result of risks and uncertainties
implied in such forward-looking statements.
A number of factors could affect our future
operations and could cause those results to differ
materially from those expressed in the forward-
looking statements, including (without limitation):
(a) changes to IFRS and associated interpretations,
applications and practices as they apply to past,
present and future periods; (b) ongoing and future
acquisitions, changes to domestic and international
business and market conditions such as exchange
rate and interest rate movements; (c) changes in
domestic and international regulatory and
legislative environments; (d) changes to domestic
and international operational, social, economic and
political conditions; (e) labour disruptions and
industrial action; and (f) the effects of both current
and future litigation. The forward-looking statements
contained in this report apply only as of the date of
the report. We are not under any obligation to (and
expressly disclaim any such obligation to) revise or
update any forward-looking statements to reflect
events or circumstances after the date of the report
or to reflect the occurrence of unanticipated events.
We cannot give any assurance that forward-looking
statements will prove correct and investors are
cautioned not to place undue reliance on any
forward-looking statements.
Statement of the board of
directors on the integrated
annual report
This report is primarily intended to address the
information requirements of long-term investors
(our equity shareholders, bondholders and
prospective investors). We also present
information relevant to the way we create value
for other key stakeholders, including our
employees, clients, customers, regulators
and society.
After being reviewed by the audit committee
and board, the board approved the integrated
annual report. The summarised consolidated
annual financial statements for the year ended
31 March 2021 were prepared in accordance
with IFRS and the Companies Act, while the
integrated annual report was prepared using
the IIRC framework and recommendations of
King IV. In our opinion, the integrated annual
report and annual financial statements fairly
reflect the financial position of the group and
its operations at 31 March 2021.
On behalf of the board
Bob van Dijk
Chief executive
Koos Bekker
Chair
Cape Town
19 June 2021
Naspers integrated annual report 2021
3
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Group
overview
Contents
04 Group overview
06 Where we operate
07 We focus on high-growth segments
08 Improving everyday life
09 An extraordinary year
10 Fit for the future
11 Chair’s review
13 Chief executive’s review
18 Our strategy
20 Our business model
21 Measuring our impact
22 The world around us
25 Stakeholder engagement and materiality
29 Our culture
Naspers integrated annual report 2021
4
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
From India to Brazil to South Africa to
Russia – we improve everyday life for
well over a billion people around the
world. Millions more are within our
reach and we want to help them too.
‘ We aim to make a positive
difference to people’s everyday
lives by backing outstanding
companies and entrepreneurs
for the long term.’
Bob van Dijk
Chief executive
We are a global consumer
internet group and one of
the largest technology
investors in the world.
We build leading
companies that
empower people and
enrich communities.
We continue to grow and
actively search for
opportunities to partner
with exceptional
entrepreneurs using
technology to address big
societal needs. We keep
going further in living our
purpose to improve
everyday life for millions
of people.
Naspers integrated annual report 2021
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Where we operate
We are in some
high-growth parts
of the world
Our global footprint
Financial highlights
Geographic reach/major markets
We focus on
dynamic markets
around the world
Market leaders
We are leaders in many markets
where we operate. Our most
significant markets are India,
Russia, Latin America, Central
and Eastern Europe, North
America, China, Southeast Asia,
Africa and the Middle East.
growth in group revenues to US$29.6bn
21% in core headline earnings
32%1
US$3.5bn
45%1
R160m
growth in trading profit to US$5.6bn
investment via Naspers Foundry targeting
early-stage technology companies
India
Read more on page 42
Southeast Asia
Read more on page 52
Brazil
Read more on page 36
Eastern Europe
Read more on page 46
1 On an economic-interest basis. Growth in local
currency, excluding acquisitions and disposals.
Naspers integrated annual report 2021
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
We focus on high-
growth segments
We focus on core segments, including Classifieds, Food Delivery,
Payments and Fintech, and Etail. Through our Ventures segment we
invest in the next wave of growth segments, such as Edtech. We also
invest in key Social and Internet Platforms.
Ecommerce (global consumer internet portfolio)
Classifieds
OLX Group
Food Delivery
Payments
and Fintech
Etail
Ventures
REVENUE1
REVENUE1
US$1 609m
up 18%
US$1 486m
up >100%
REVENUE1
US$577m
up 36%
REVENUE1
REVENUE1
US$2 856m
up 57%
US$168m
up 54%
Social and
Internet Platforms
Media
Media24
REVENUE1
US$22 526m
up 28%
REVENUE1
US$211m
down 19%
TRADING PROFIT1
US$15m
down 9%
EMPLOYEES
8 754
TRADING LOSS1
US$355m
up 42%
EMPLOYEES
4 126
TRADING LOSS1
US$68m
down 6%
EMPLOYEES
2 980
TRADING PROFIT1
US$61m
up >100%
EMPLOYEES
8 318
TRADING LOSS1
US$48m
up 2%
Our Ventures arm partners with
entrepreneurs to build leading
technology companies, with the
ambition to fuel the next wave of
growth for the group.
TRADING PROFIT1
US$6 154m
up 29%
Prosus also holds investments in
two listed internet companies:
Tencent, China’s largest and
most-used internet services
platform, and Mail.ru Group, the
leading internet company in
Russian-speaking markets.
Our brands, OLX and Avito,
including 15 other brands, hold
leading market positions in more
than 22 countries.
Our portfolio consists of food-
delivery businesses, including
iFood, Delivery Hero and Swiggy.
PayU is one of the largest online
payment services platforms in the
world, with operations in 20 markets
across Africa and the Middle East,
Central and Eastern Europe, India,
Southeast Asia and Latin America.
Included in this segment are the
group’s fintech and credit associates
Remitly and ZestMoney.
eMAG is an ecommerce leader in
Central and Eastern Europe.
Takealot is South Africa’s leading
etailer, with three major businesses:
Takealot.com, Superbalist and
Mr D Food.
28.94%
28.60%
73.19%
73.19%
66.38%
Iyzico
45.55%
15.44%
30.15%
73.19%
66.70%
73.19%
17.65%
57.97%
52.50%
73.19%
58.61%
96.99%
6.46%
10.24%
29.32%
12.34%
15.33%
14.52%
11.58%
7.74%
68.32%
9.05%
TRADING LOSS1
US$8m
down 100%
EMPLOYEES
2 697
Media24 is Africa’s leading print and
digital media group with interests in
digital media and services,
newspapers, magazines,
ecommerce, book publishing and
media logistics. It publishes several
magazines and newspapers and
reaches 1.5 million average daily
unique browsers – up 45% year on
year, generating 12.6 million average
daily page views, across its digital
platforms. .
22.59%
19.97%
100%
Read more on page 32
Read more on page 36
Read more on page 42
Read more on page 46
Read more on page 52
Read more on page 58
Read more on page 60
1 Presented on an economic-interest basis. Growth in local currency excluding acquisitions and disposals.
Naspers integrated annual report 2021
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Improving everyday life
We improve everyday life for millions of people around the world in many different ways.
Bringing delicious
food to people’s
doors…
…and more customers to
restaurants’ kitchens.
Read more on page 36
Putting the power to
make fast, secure
payments in
people’s hands…
…and giving them
credit options too,
often for the first time.
Read more on page 42
Enabling people
and businesses
to buy and sell
things quickly,
conveniently
and safely…
…while giving those
items a second, third,
fourth or fifth life.
Read more on page 46
Opening up a
world of learning
for people…
…in ways that fit in with
where, when and how
they want to learn.
Read more on page 52
Building financial value for our
shareholders by backing and
growing leading businesses
across our core segments,
empowering employees to learn
new skills on our online hub
MyAcademy, and helping
communities stay safe and well
fed during the pandemic with
online deliveries – we create
long-term sustainable value for our
stakeholders.
Going forward, we aim
to do much more to live
up to our core purpose.
Naspers integrated annual report 2021
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
An extraordinary year
We accelerated our journey
through an extraordinarily
challenging year.
PPE
Worked with Tencent and
Takealot to source and deliver
PPE for frontline workers
MORE SERVICES
Rolling out payment
and delivery services
to more markets
HELPING SELLERS
Extending listing
durations and financial
relief to help sellers
PROTECT
LIVELIHOODS
of delivery partners
and restaurants
SAFE WAYS
TO SERVE
CUSTOMERS
US$3.6bn
invested for growth
and scale in existing
and new segments
1
Coming into the year
We came into the year in a
strong position as a 100%
consumer internet company
focused on improving everyday
life for millions of people.
During the year
We moved fast to ensure
our people, customers and
communities were protected in
the face of Covid-19.
2
We accelerated our journey
as a leading global consumer
internet group.
PROVIDING FREE
ACCESS TO SERVICES
to help thousands of learners
DONATED SOUTH AFRICA
R1.5bn
R1.5bn
R500m
on top of Media24’s
donation
R1bn
for medical
supplies
INDIA
INR1bn
to the Prime Minister’s Citizen Assistance and Relief
in Emergency Situations Fund
3
Coming out of the year
We are moving forward stronger
than ever – driven by our
commitment to improve everyday
life for millions of people.
LAUNCHED SOCIAL
IMPACT FUND
for accessibility (backs
start-ups that design
life-enhancing technologies
for people with disabilities)
DRIVING
PROFITABILITY
and cash generation
on more established
segments
INVESTING IN AND
SUPPORTING OUR
TALENT
IMPROVING
FINANCIAL
FLEXIBILITY
IMPROVING
PLATFORMS
through product and AI
The pandemic has accelerated the consumer adoption of online
models and we are well placed to benefit from that
Naspers integrated annual report 2021
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Fit for the future
We are now in an even stronger position to grow
We are now in an even stronger position to grow
our business and go further faster in improving
our business and go further faster in improving
everyday life for millions of people.
everyday life for millions of people.
Making the most of our strengths
Throughout the year, we demonstrated
resilience in the face of the pandemic and
progressed on our journey as a leading
global consumer internet group. Across our
core segments, we are improving everyday life
for over 2 billion people in well over 100
countries around the world. We have
leadership positions in some 77 markets.
Year on year, we grew group revenue 32% to
US$29.6bn. Group trading profit increased 45%
to US$5.6bn.
IMPROVING EVERYDAY
LIFE FOR OVER
2bn
users
OPERATING
IN OVER
>100
countries and markets
Spotlight on…
…key countries
We focus on high-growth markets around
the world, including India, Latin America,
Russia, Central and Eastern Europe, North
America, China, Southeast Asia, Africa
and the Middle East.
…key segments
We focus on core high-growth segments,
including Classifieds, Payments and Fintech,
Food Delivery and Etail.
…growth trends
Driven in great measure by
the pandemic, the world has
moved online like never before.
This growth trend adds great
momentum to our business. It is
at the heart of where we focus
as a leading global consumer
internet group.
Focusing on the next billion
We are proud to be improving everyday life
for over 1.5 billion people around the world
and we don’t want to stop there. Indeed, we
have our sights set on the next billion.
To this end, we have identified key countries,
segments and growth trends where we are
focusing our energy and investment. From
continuing to invest in exciting high-growth
countries such as India to making the most of
our high-growth industries such as Edtech –
we have a clear path to keep growing and
adding value.
LEADERSHIP
POSITIONS IN SOME
77
markets
CONTINUING
TO GROW
32%
group revenue
growth YoY
‘ We are looking forward to building on our
strengths, so we can keep on growing and
create more value for our stakeholders.’
India
From Food Delivery to
Payments and Fintech to
Edtech – India continues to be
a key growth market for us.
Brazil
Through Food Delivery pioneer
iFood, for example, we are
building on our leading
presence in Brazil.
Southeast Asia
During the year, our Ventures
business made investments
in markets across Southeast Asia
where we see strong growth
opportunities, including
Indonesia.
Digital payments are expected
to overtake cash payments by
2022
in India
iFood order growth
100%
in Brazil
We first invested
US$8m
in Shipper, Indonesia, in 2020
with an additional
US$12.7m
in March 2021
Classifieds
In Classifieds, we are shaping the
future of trade to unlock the hidden
value in everything.
Payments and Fintech
In Payments and Fintech, we are
building a world without financial
borders where everybody can
prosper.
OLX Group:
322m
monthly active users
PayU operates in
20
high-growth markets, five
of which are in the top 10
growing markets
Food Delivery
We are building a global leader in
Food Delivery – transforming the
way people source, consume and
experience food.
Global market potential
US$330bn
by 2022
Etail
We continue to grow and
strengthen our Etail businesses in
Central and Eastern Europe and
South Africa.
Ecommerce expected
to grow by
15%
annually in Romania,
8% in Bulgaria and
12% in Hungary
US$3.6bn
invested into portfolio
companies in the year
Naspers integrated annual report 2021
10
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Chair’s review
In a year characterised by the pandemic and the rapid
acceleration online, I am proud to say that we have risen
to the challenges and made the most of opportunities to
emerge stronger as a group.
Rising to the challenges
Covid-19 created unprecedented challenges. We
responded rapidly, putting the safety, health and
wellbeing of our people, our customers and
communities first. We sum up our response to
Covid-19 throughout the report, notably in the
performance review on pages 30 to 61.
Making the most of opportunities
The world has been moving online for some time.
Indeed, it is at the heart of our focus as a global
consumer internet group and one of the largest
technology investors in the world. This year, the trend
accelerated and we both responded to and helped
fuel that growth across most of our businesses.
Pursuing our purpose
We wish to improve everyday life for millions of
people around the world by building leading
companies that use tech to meet big societal needs
in better ways. So we have transformed ourselves
into an almost 100% consumer internet group.
Focusing on sustainable positive impact
At the heart of our purpose is our commitment to
being a responsible business that has a sustainable,
positive impact on the world. We aim to create
sustainable value for all our key stakeholders. We
measure this value across six capitals: financial,
human, intellectual, manufacturing, social and
relationship and natural. We also align to the UN
SDGs. Throughout this report we highlight examples
of impact against the SDGs.
This year we increased focus on sustainability to
improve our long-term impact. This included
analysing material areas where we can make
the biggest difference. We sum up our work on
materiality on page 26.
Ensuring good governance
Good governance is fundamental to our business.
New policies adopted include anti-money laundering
and counter-financing of terrorism, and we
developed a human rights statement. We discuss this
in the Governance section on pages 98 to 115.
Koos Bekker
Chair
‘ We aim to create sustainable value
for all our key stakeholders.’
Succeeding together
While strong governance frameworks are critical, they
count for little without our people doing the right
things in the right way day after day. I am proud of
the collaborative, dynamic culture we have nurtured
across the group over the years.
Bob van Dijk and his team led the group with
enterprise and skill. Board members provided
valuable guidance and support. From data scientists
to human resource managers, from cybersecurity
experts to product engineers – everyone played
their part.
On behalf of the board I thank all our people for their
contributions in a year of great pressure and change.
Contributing to South Africa
We remain deeply committed to South Africa. As our
local businesses grow, they have a positive impact
on the country – from jobs and wealth they create to
the ways they contribute to society. This year Takealot,
for example, played a key role in sourcing and
distributing personal protective equipment (PPE) to
South Africa’s frontline workers fighting Covid-19. We
also contribute through Naspers Foundry, which
invests in the next generation of South African tech
businesses. In addition, we pay a significant amount
of tax: in total, Naspers group paid R7.3bn in taxes in
South Africa during the year.
Board changes
On 1 April 2021, in accordance with our retirement of
director’s policy, Don Eriksson retired from the board.
He was also chair of the audit, risk and social, ethics
and sustainability committees. The board thanks Don
for his valuable contribution and excellent chairing of
these committees.
Steve Pacak was appointed chair of the audit and
risk committees and Debra Meyer chair of the social,
ethics and sustainability committee. In addition,
Angelien Kemna was appointed as an independent
non-executive director on 15 April 2021. She also
serves as a member of the audit committee.
Confirmation of her appointment will be sought at the
annual general meeting.
In line with the company’s memorandum of
incorporation, one third of non-executive directors
retire annually and reappointment is not automatic.
Hendrik du Toit, Craig Enenstein, Nolo Letele, Roberto
Oliveira de Lima and Ben van der Ross retire by
Naspers integrated annual report 2021
11
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Chair’s review continued
rotation at the annual general meeting. Being eligible,
they offer themselves for re-election. At the annual
general meeting, shareholders will be asked to
consider the re-election of these directors (see Notice
of virtual annual general meeting on page 175).
Steve Pacak, Rachel Jafta, Angelien Kemna and
Manisha Girotra are members of the audit
committee. The board will recommend to
shareholders that Steve Pacak, Angelien Kemna and
Manisha Girotra be reappointed to this committee.
Rachel Jafta steps down from the audit committee at
the annual general meeting – the board thanks
Rachel for her significant contribution to the
committee over several years. Please see directors’
curricula vitae on pages 99 and 100.
Dividend
(All figures in South African cents unless stated
otherwise.)
A dividend will be paid in relation to the Naspers N
ordinary shares and A ordinary shares of the amount
that Naspers receives from Prosus as a dividend as
referred to in the Prosus results announcement dated
21 June 2021: either (i) as a terminal economics
distribution under the cross-holding agreement
between Naspers and Prosus if the exchange offer
transaction announced by Prosus on 12 May 2021 is
implemented and settlement thereof occurs; or (ii) if
this is not the case, as a dividend payment in the
ordinary course. The board intends to declare the
dividend as soon as practicable after the exchange
offer transaction has been implemented, or it is
known that the exchange offer transaction will no
longer proceed.
Responding to Covid-19
The Covid-19 pandemic has created significant
challenges and uncertainties for everyone around the
world. The health and wellbeing of our people, their
families and the communities we serve, continues to
be our priority during this difficult time.
Together, we have ensured we:
As India confronts a devastating second wave of
Covid-19, we continue to focus on ensuring the safety
and wellbeing of our people, customers and partners
across the country.
Our approach
The group has a crisis response protocol to ensure
that serious situations be recognised early and
addressed in a coordinated manner. We
implemented the protocol in response to Covid-19,
including assessing the potential impact on our
people and the businesses we operate. Key business
risks were assessed and mitigation plans
implemented. We continue to update these plans.
What we’ve been doing
Our primary objective has been to prioritise the
health and wellbeing of our employees.
All our workplaces adhere to local laws and
regulations as well as the group’s global safety
protocols. This includes reduced capacity, the
maintenance of social distancing and strict
hygiene procedures.
We recognise that our people need additional
support at this time. Our employee assistance
programme provides assistance on clinical,
emotional, legal and financial matters.
Supporting communities
We have been supporting the communities we live
and work in.
iFood introduced an option to donate money to fight
hunger in Brazil as part of each food order.
Donations support the NGO Açaõ da Cidadania,
which offers basic food packages to socially
vulnerable families. So far, this has benefited 160 000
recipients. In addition, ready-made meals are
donated to CUFA (Central Única das Favelas), a
Brazilian organisation that helps the socially
vulnerable in favelas (informal settlements).
In 2020, Delivery Hero announced a global
partnership with the United Nations World Food
Programme to roll out the ShareTheMeal donation
feature to its delivery platforms. The partnership
resulted in a donation function integrated in Delivery
Hero’s local apps.
• safeguard our people
• maintain our ability to serve our customers, and
• protect our businesses for the long term.
Making a difference in South Africa
In April 2020, we donated R1.5bn in emergency aid
to the government’s response to the Covid-19 crisis.
This comprised R500m to the Solidarity Fund
announced by President Cyril Ramaphosa, and R1bn
of PPE and other medical supplies. These we sourced
in China, in partnership with the Chinese government
and Tencent, to support South Africa’s health workers.
This included the logistics to fly the equipment to
South Africa and, in conjunction with the government,
distribution to medical facilities across the country.
Providing support in India
In April 2020, we donated INR1bn to the Indian Prime
Minister’s Citizen Assistance and Relief in Emergency
Situations Fund (PM CARES Fund). Donations are
used to alleviate suffering of those affected by the
Covid-19 crisis and to aid the emergency response.
Swiggy launched a campaign to donate meals to
persons in need in India. The campaign donated
approximately three million meals and grocery kits to
people in need.
Swiggy also used its network of restaurants and
commercial kitchens to help several state
governments and non-governmental organisations
(NGOs) provide simple, wholesome meals in
Covid-19 relief camps in Delhi, Gurgaon, Bangalore,
Mumbai and Hyderabad.
BYJU’S offered its learning platform for free in
India for the first few months of the pandemic to
benefit children that could not attend school due
to closures.
Looking forward
Covid-19 is still with us, although the roll out of
vaccines around the world makes this
less threatening to us all.
The acceleration of online adoption continues, too.
We look forward to growing further and having an
ever-bigger positive impact. As a global consumer
internet group dedicated to improving everyday life
for millions of people around the world, there is a
great deal more we can do and achieve. Also, more
sustainable value to create for our stakeholders.
Koos Bekker
Chair
19 June 2021
Our commitment to sustainability
Ensuring strong sustainability governance
Reflecting our commitment to strong
sustainability governance, the board-approved
group sustainability plan identifies and focuses
on specific sustainability goals. The board
oversees, and is ultimately responsible for,
sustainability and the progress made against
the sustainability plan. The risk and social,
ethics and sustainability committees assist the
board in discharging this responsibility.
The board ensures that processes are in place
to assess and respond to sustainability risks
and opportunities that arise as a consequence
of the group’s activities.
The board delegates the implementation of
the sustainability plan to the management
team.
Given the range of majority-owned companies
in our portfolio, a one-size-fits-all approach to
governance is not practical, so the companies
vary their approach to sustainability, based on
factors such as business model, operations,
workforce size and geography, resources and
complexity of activities.
Read more on page 72
‘ As we grow, our potential
to have a long-term positive
impact on people’s lives
around the world grows too.’
Naspers integrated annual report 2021
12
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Chief executive’s review
We entered the year with confidence, from
a position of strength and with momentum in all
our core segments. We move forward from the
year with even more conviction that we are
on the right path.
We set our direction well before the start of this
reporting period. Throughout the year, we stuck to
it and advanced at pace, while responding to the
challenges of the pandemic.
As we highlight in this report, we have emerged
stronger from the year – even more focused on our
journey and excited by the opportunities ahead.
Responding quickly and effectively to
the pandemic
As detailed throughout the report, we responded
quickly and effectively to Covid-19. Our top priority
was the health and wellbeing of our people, their
families and the communities we serve. Together,
we ensured we safeguarded our people,
maintained our ability to serve our customers and
protected our businesses for the long term.
This significant undertaking was made possible
through tireless collaboration between our South
African teams, our long-term partners at Tencent
in China, teams in government, and the logistics
experts of our ecommerce retailer Takealot.
Across our group, our companies and partners
made their own contributions. For example, OLX,
our online classifieds business, used its
marketplace platform in Portugal to help find
homes for healthcare professionals. In India, we
donated INR1bn to Prime Minister Modi’s relief
fund. In many different ways, we have been helping
to improve people’s lives amid the pandemic.
Maintaining our strategy
While dealing with the pandemic, we maintained
our strategic focus throughout the year.
I am proud to say, we also played a key part
around the world in helping countries and
communities throughout this time. In particular, we
supported governments’ humanitarian efforts with
the provision of much-needed personal protective
equipment (PPE) for frontline healthcare workers.
Our strategy has always been to back and build
businesses that improve people’s everyday lives.
We do this by understanding both people’s
day-to-day needs and technology’s advances
– working in the space where these two
fundamentals intersect.
In South Africa, our promise was to source, buy,
ship and distribute, as fast as possible, R1bn of PPE
from China to frontline workers at hospitals
identified by the Department of Health.
Performance highlights
• In Classifieds, OLX Group innovated and grew,
ending the year ahead of expectations on both
revenue and profits.
• Our food delivery businesses performed strongly,
with iFood growing revenue 205% year on year.
• Our Payments and Fintech reached a new level,
driven by the pandemic-fuelled acceleration in
the adoption and use of digital payments across
our core markets.
• Our etail businesses continue to show considerable
growth in their markets.
• Through our Ventures arm, we continued to invest
in the next wave of growth, notably Edtech.
• Tencent and Mail.ru, leading platforms in their
respective markets, delivered strong results.
In this way, we have grown to become a top 10
global consumer internet company and one of the
largest technology investors in the world. Today,
the entrepreneurs and teams at the heart of our
investments and companies improve the daily lives of
millions of people. They enable people to buy and
sell online, easily order meals delivered quickly to
their homes, access important financial services that
traditional banks will not provide to them, educate
themselves without ever visiting a classroom, and
much more; and they help to satisfy that most basic
of human needs, the ability for people to connect
and interact with each other – vitally important during
the pandemic.
Staying focused and disciplined is key to
delivering our strategy
Despite the pandemic, we continued to invest
and accelerate our business. Our aim, as ever,
is to deliver sustainable growth and long-term
value creation.
The pandemic has certainly impacted the market.
In terms of valuations, it’s been unsurprising that
Naspers integrated annual report 2021
13
Bob van Dijk
Chief executive
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
1000 Market cap (US$bn)
300
400
1000 Market cap (US$bn)
100
600
200
0
600
500
400
300
200
100
1000 Market cap (US$bn)
Source: Bloomberg, Price as of 26th November 2019
0
1000 Market cap (US$bn)
500
300
Source: Bloomberg, Price as of 26th November 2019
1000 Market cap (US$bn)
300
Source: Bloomberg, Price as of 26th November 2019
Source: Bloomberg, Price as of 26th November 2019
900
800
700
500
400
300
200
100
0
900
800
700
600
500
400
200
100
0
900
800
700
600
400
300
200
100
0
Source: Bloomberg, Price as of 26th November 2019
900
800
700
600
500
400
200
100
0
900
800
700
600
500
400
300
200
100
0
900
800
700
600
500
400
300
200
100
0
Source: Bloomberg, Price as of 26th November 2019
Source: Bloomberg, Price as of 26th November 2019
Source: Bloomberg, Price as of 26th November 2019
1000 Market cap (US$bn)
900
800
700
600
Chief executive’s review continued
1000 Market cap (US$bn)
900
800
1000 Market cap (US$bn)
500
700
PROSUS IS A TOP 12 GLOBAL CONSUMER INTERNET COMPANY
MARKET CAP (US$’bn)
1.558 069
1.392 421
838 724
747 936
614 691
3
3
3
3
3
284 408
231 040
226 064
186 187
130 859
3
105 525
95 434
Source: Capital IQ
‘ From Food Delivery to
Payments and Fintech, from
Classifieds to Edtech – we
focus on improving everyday
life for millions of people in
areas where we can really
excel. We do this in a rigorous,
tried-and-tested way for long-
term value creation.’
investors want more exposure to companies they
view as structural winners – whether that be in
communication, tech or ecommerce. We believe
there has been a structural shift to the positive in
our segments, particularly in Food Delivery,
Payments and Fintech, Etail and our Edtech
businesses. We are long-term investors and we
invest and operate in a fast-growing and ever-
evolving space where there will be ample
opportunity to deploy our capital and continue to
generate returns over time. Our goal is to deliver
strong internal rates of return (IRR) at scale over a
long period of time. We have an excellent track
record and will continue to allocate capital
diligently, aiming for returns well above our cost of
capital.
3
3
Over the past decade, our internet portfolio has
delivered more than 20% IRR and we aim to sustain
this going forward. The required returns depend on a
range of factors such as scale, risk and profitability.
For early-stage partnerships in new or high-growth
markets, the risk profile is clearly high. In these cases,
we look for venture-style IRRs well over 20%,
understanding that operational success will determine
the outcome. As our bigger businesses mature and we
make larger investments that already are proven
leaders in their fields, the risks are reduced. In this
case we can look for a commensurately lower IRR but
one that generates more significant profit.
Performing well
Group revenue grew 32% to US$29.6bn. Group
trading profit increased 45% to US$5.6bn.
We detail our performance on pages 30 to 62. To
share a few highlights, our core segments all
performed well during the year, capitalising on and
contributing to the widespread acceleration to
digital around the world, driven by the pandemic.
Strengthening our position in Classifieds
We made considerable progress in Classifieds,
strengthening our strategic and financial position.
Although the pandemic affected our business at
the start of the year, we innovated to continue
enabling trade, and ended the year stronger than
expected, with both revenue and trading profit
exceeding the revised budget, taking into account
the anticipated impacts of the pandemic.
We are an investor and
an operator
An investor: We take a disciplined and
systematic approach to capital allocation
• We test: First, we experiment and expand,
building our understanding and presence.
• We invest: Over time, we deploy more
capital and accelerate growth.
• We scale: In our chosen focus areas, we
continue organic and inorganic growth
and drive profitability.
An operator: We have a responsible,
long-term approach to operating
• We take a long-term, responsible view
as an operator.
• Our aim is to help, support and encourage
entrepreneurs and businesses as much as
we can, so they create as much value
as possible.
• We actively share our groupwide insights
and expertise, to help businesses create
more value.
• With our disciplined test, invest and scale
approach, we are used to having a range of
ownership stakes across different segments
and, in turn, varying how we help.
Key events throughout the year
Apr
May
Jun
Aug
Sep
R100m
Naspers Foundry invests a
further R100m in Aerobotics,
an agtech company that
provides tree crop health
and yield intelligence data
to the agricultural industry
using drone and satellite-
enabled AI technology
Jul
Naspers completes R22.4bn
share repurchase programme
Safeguarding employees,
customers and businesses and
supporting communities in
response to the Covid-19
pandemic
Naspers delivers personal
protective equipment for
healthcare workers
Emerging Markets Property
Group (EMPG), a leading
property portal group in
emerging markets, and OLX
Group announce their merger
in Pakistan, Egypt, Lebanon
and the United Arab Emirates
Indonesian start-up, Shipper,
secures series A funding led
by Ventures
News24 announces digital
subscription service
Launch of social impact
challenge for accessibility
(SICA) in India
US$85m
Remitly announces a US$85m
round led by PayU
US$113m
Eruditus closes a US$113m
series D, co-led by Ventures
and Leeds Illuminate
Naspers Foundry closes a
transaction with Food Supply
Network. The independent
B2B marketplace integrates
ordering systems of
manufacturers, distributors
and buyers (restaurants,
hotels and retailers) of
food products
BRL60m
Zoop receives BRL60m
investment led by Movile
iFood acquires SiteMercado
to accelerate grocery-
delivery business
Bykea, a Pakistan-based
on-demand transport and
logistics platform raised
a series B funding round
led by Ventures
Naspers integrated annual report 2021
14
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Chief executive’s review continued
‘ The world was well on its way to shifting
online when the pandemic hit, and the crisis
brought this trend forward a number of years
in a matter of months. The future was
brought forward’.
Reaching a new level in Payments and Fintech
Payments and Fintech benefited from the
pandemic-fuelled acceleration in adoption and use
of digital payments across our core markets.
In Latin America, transactional volumes grew 69%
year on year. Poland and Romania were also very
strong. In our core market of India, annual
transactional volumes grew 42% (in local currency,
excluding M&A).
Continuing to grow in Food Delivery
Our core food-delivery businesses continued to
grow during the year. iFood performed strongly,
growing gross merchandise value (GMV)1 by 148%
and revenue by 205% year on year (in local
currency, excluding M&A) and strengthening its
position as Brazil’s clear leader. Delivery Hero also
had a strong year, reporting €12.4bn in gross
merchandise value and €2 472m revenue from
continuing operations for its year ended
31 December 2020. Mr D had a strong year as a
leading South African food-delivery business,
growing 88% in revenue for the year. A key driver in
growth was the shift of consumer demand from
restaurant dining to online delivery due to lockdown
conditions.
Creating the next core segment – Edtech
In recent years, we have progressively grown our
portfolio of companies focused on education as
part of our Ventures arm. On 1 April 2021, we split
these out of Ventures into a formal Edtech segment,
reporting separately. Education is a US$10tn global
market that is still fairly untouched by technology.
We aim to capitalise on the opportunity to make
education universally accessible.
Continuing to focus on the next wave
through Ventures
Just as Edtech is about to graduate from Ventures,
so too did Food Delivery in 2019. Our Ventures arm
is the advance guard of our highly focused
approach to investing and building leading global
businesses that improve people’s everyday lives.
Through Ventures, we explore and lock onto the
next big waves of our growth story.
Capitalising on our strong culture
The strength of our highly collaborative culture was
proven as we met the challenges of a pandemic-
dominated year and made the most of
opportunities from a global leap forward online.
We highlight our culture on page 29. But I touch on
one key aspect here: learning.
Looking to learn as much as possible
We are a learning organisation that continually
adapts and moves forward. This is evident in many
different ways. When we invest in start-ups through
Ventures, for example, this enables us to learn
first-hand with entrepreneurs about exciting new
areas of opportunity such as agtech (investments
and start-up activity in agricultural technology).
At the other end of the spectrum from this highly
specific knowledge-gathering, we automate and
scale our learning through our growing investment
in and roll out of artificial intelligence (AI) and
machine learning (ML) across our core segments.
As we highlight on pages 79 and 80, we are
applying AI and ML at scale across the group,
which will enable us to learn more, and faster, so
we can apply this to improve the services and
experience we deliver for our business partners,
customers and users.
We aim to share as much learning and best
practice as possible across the group. This is
one of the key ways in which we add value to
businesses in our portfolio. Through our
MyAcademy learning hub, for example, a great
variety of knowledge is available on demand to
everyone in the group, including minority investees.
This year, more than 50 000 users took advantage
of MyAcademy to add to their skills and
understanding.
This deep cultural attachment to learning makes
the creation of Edtech as our newest segment
a natural next step for us.
Our commitment to learning is also closely allied to
our focus on diversity, equity and inclusion – which
essentially fuels greater learning and creativity.
Building a diverse and inclusive workforce is a key
element of our business growth and success. As we
discuss on pages 84 and 85, we increased our
emphasis on this during the year.
1 GMV represents the value of all successfully closed transactions
between users on a platform. GMV provides a measure of the overall
volume of transactions through a platform, both through first-party and
third-party transactions.
Oct
Nov
Dec
Jan
Mar
Apr
May
US$15m
Klar, a leading challenger
bank in Mexico, closes
US$15m in a series A funding
led by Ventures
US$5bn
Announcement of intention to
acquire up to US$5bn of
Naspers and Prosus shares
>US$500m
Additional US$400m
investment and strategic
support agreement in Churchill
Capital Corp II, brings total
investment to US$500m and
total private investment in
public equity (PIPE)
commitments in connection
with the Skillsoft and Global
Knowledge transactions to
at least US$530m
R45m
Naspers Foundry invests
R45m in The Student Hub, an
online learning platform that
increases access to vocational
education to large numbers
of students while reducing the
costs of delivery of education
and training
Inaugural Prosus SICA selects
as the top three start-ups
Sohum Innovation Labs,
NeoMotion Assistive Solutions
and Stamurai from
Demosthenes Technologies –
all early-stage Indian ventures
developing technology to aid
people with disabilities
Prosus prices new 30-year
tranche USD bond and taps its
2028 and 2032 EUR bonds
Prosus announces secondary
listing on A2X Markets
US$30m
Full-stack agtech platform
DeHaat raises US$30m
series C led by Ventures
20.37m
Acquired approximately 20.37
million shares in Delivery Hero
Launch of Prosus FLIGHT, an
education and employment
initiative for marginalised
women and girls in India in
partnership with UN Women
Naspers reduced its stake in
Tencent from 22.6% to 21%
Announce intention to
implement a voluntary
share exchange offer to
Naspers shareholders
Naspers integrated annual report 2021
15
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Chief executive’s review continued
Improving every day
Importantly, learning never has to end. As we are
demonstrating through our Edtech businesses, with
the help of technology, learning can continue
non-stop for everyone in ways that work best for
them. This means we all have the opportunity to be
better; and, as a group, we have the opportunity to
go further in living our purpose of improving life for
millions of people around the world – to add more
value day by day.
We want to do this for more people across our
core segments of Classifieds, Food Delivery,
Payments and Fintech, and Etail – so that many
more millions of people around the world benefit
from the products, services and experiences
provided by businesses in our portfolio. We also
want to do this in new and better ways to play an
ever-deeper and more positive part in people’s
everyday lives.
In essence, we are committed to growing the size
of our core segments and deepening their positive
impact on people. Moving forward with our
purpose in this way will help us fulfil our
commitment to generate increased growth and
value for our shareholders.
Focusing on the issues that matter to
our stakeholders
Another major part of our culture is our deep
commitment to being a responsible business that
takes a long-term view and seeks to engage with
and look after all our key stakeholders. During the
year, we completed our first materiality assessment
to ensure we focus on the issues that are most
important to our stakeholders and our business.
From financial performance to data privacy, from
cyber-resilience to customer centricity, the issues
our assessment highlighted as most material are
ones we already focus on. The assessment is a
valuable reinforcement of our direction and one
that we will continue to use and evolve in the
interests of our stakeholders. More detail appears
on pages 25 to 28.
While our materiality process helps us identify the
issues that matter, the critical follow-on is that we
address these issues in the right way to serve our
stakeholders and our purpose. Throughout this
report, we highlight how we go about doing this as
well as our progress. In the sustainability review
from page 73, for example, we discuss how we are
stepping up our commitment to have a
progressively greater impact across key areas –
our people, data privacy and protection,
cybersecurity and technology resilience, AI and ML,
the environment, and society.
Making a positive difference to people’s lives
There are many examples of how we are having
a broader positive impact on people’s lives
around the world, beyond the immediate benefits
we bring to everyday life through businesses in
our core segments.
In India, for example, we launched SICA in
partnership with Invest India and Social Alpha.
This aims to create long-term positive societal
impact by supporting start-ups in India, working on
assistive technologies to enhance life for people
with disabilities, and encouraging the adoption of
best-in-class coding standards to offer enhanced
accessibility by design. The programme is aligned
with the Prime Minister’s vision to bring Digital India
to Accessible India.
We also launched Prosus FLIGHT, in partnership
with UN Women, to help young women in India
gain education and employment. Barriers to entry
for women include poverty, lack of educational
opportunities and role models, gender stereotypes
and early marriage. Prosus FLIGHT aims to
alleviate some of these barriers by supporting
women and girls to earn a formal degree or
certification, and helping them acquire employable
skills that would allow them to participate in India’s
digital economy.
Our commitment to South Africa remains deep
and strong. We continue to invest for sustainable
socio-economic impact through two key initiatives:
Naspers Labs and Naspers Foundry. Naspers Labs
focuses on tackling youth unemployment with a
hyper-local programme combining community
spaces with online learning and support. Naspers
Going further on our sustainability journey
Focusing on
materiality
We conducted our first
materiality assessment
to help identify the
issues that are most
important to our
stakeholders and that
we can have the
biggest impact on.
Read more on page 26
Committing to being
climate-neutral
We announced our
commitment to
becoming carbon-
neutral and began
to map out our path
to get us there.
Read more on page 88
Investing in
cybersecurity
and technology
resilience
We continued to
focus on ensuring
our platforms and
businesses are
as secure and
resilient as possible.
Read more on page 77
Helping our people
to learn and develop
Through our groupwide
online learning hub
MyAcademy and
various opportunities
provided by portfolio
companies, we
enabled our people
to continue learning
and developing
despite the pandemic.
Read more on page 82
Responding to
Covid-19
We reacted quickly
and effectively to the
Covid-19 pandemic.
Read more on page 83
Making the most of
AI and ML
We further enhanced
our AI and ML
capabilities across
the group.
Read more on page 79
Putting data privacy
and protection at the
heart of the business
We established three
key performance
indicators (KPIs) for
data privacy and
protection, to help us
manage and monitor
our performance.
Read more on page 75
Naspers integrated annual report 2021
16
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Chief executive’s review continued
‘ Through Prosus FLIGHT,
we are helping young women
inIndia gain education
and employment.’
Foundry invests in talented and ambitious South
African technology entrepreneurs so they can
develop and grow businesses that improve
people’s lives.
More details on these and other social impact
initiatives appear in our Sustainability review from
page 72.
Embracing our responsibilities
We have always taken a long-term responsible
approach to our business. We aim to deliver a
strong internal rate of return (IRR) on our
investments and to deliver a strong performance
across environmental, social and governance (ESG)
matters. We see these core areas of focus as
complementary – responsible value creation brings
IRR and ESG together.
Celebrating our people
At heart, we are a responsible, people-focused
technology business. We concentrate on how
innovative technology can improve people’s
everyday lives – that is the focus of the entrepreneurs
we back and the businesses we invest in and help
build. It is not tech for tech’s sake, rather tech for the
betterment of all. We can only do this through the
skills and efforts of our many different people across
the group. This year, more than any other, our people
made the critical difference. I thank everyone in the
group for their outstanding commitment and
contributions in this extraordinary year.
Increasing our funds for growth investments
On 8 April 2021, we announced the sale reducing
our stake in Tencent from approximately 22.4% to
20.9%, yielding US$14.6bn. We intend to use the
proceeds of the sale to increase our financial
flexibility to invest in growth. At the same time, we
announced our commitment not to sell any further
Tencent shares for at least the next three years.
Creating value for both Naspers and Prosus
On 12 May 2021, Prosus announced its intention to
implement a voluntary share exchange offer to
Naspers shareholders. The aim is to deliver
immediate and also longer-term value creation for
both Naspers and Prosus shareholders.
Prosus intends to acquire 45.4% of the issued
Naspers N ordinary shares in exchange for newly
issued Prosus ordinary shares N, which would take
its overall interest in Naspers to 49.5%. The
transaction would more than double the Prosus
free float’s effective economic interest in the
group’s underlying businesses to around 60%.
We expect the transaction will be value-creating for
Naspers shareholders. It will lead to enhanced trading
dynamics by almost halving Naspers’s weighting on
the JSE. This will give us headroom for future growth
while remaining South Africa’s most valuable company
on the JSE. It is also expected to increase the value of
the Prosus free float to +US$100bn and elevate Prosus
to a top 20 EURO STOXX 50 Index company, with
increased liquidity and index weighting and
significantly enhanced trading dynamics.
The transaction is expected to be implemented in
August 2021.
Looking forward
Looking forward, we will continue riding the wave
of digital acceleration and growing our core
segments. But we still have a long way to go,
more to do, greater growth and value to realise.
India will remain a key focus. In addition, our
newest segment, Edtech, holds much promise – the
world wants and needs to learn, and we want to
help; and, through Ventures, we will continue to
explore the next big segment opportunities.
I look forward to working on all this with everyone
in the group. Together we can realise the full
potential of our purpose to improve everyday life
for people around the world; and, in doing so,
create greater long-term value for our shareholders
and all our key stakeholders.
Bob van Dijk
Chief executive
19 June 2021
Naspers integrated annual report 2021
17
Group overview
Group overview
Performance review
Performance review
Sustainability review
Sustainability review
Governance
Governance
Financial statements
Financial statements
Further information
Further information
Our strategy
We have a proven strategy for building long-term value.
Our goal
Create sustainable value
by building and investing
in high-growth businesses.
…address big
societal needs…
Test
Our focus areas
Build global
technology leaders to…
S
c
a
l
e
Invest
…in high-
growth markets…
…where we can build
sustainable leadership
positions.
Our operating model
Global outlook
Our global outlook and
capabilities mean we can
identify key trends and
share resources, insights
and best practice across
our group at scale.
Local
entrepreneurs
Great local entrepreneurs
know better than
anyone how to win
in their markets.
Our core approach
Investor
We allocate capital
with care for strong
returns on investment.
Operator
We operate responsibly
to create long-term
sustainable value.
Active
Bring more than
just money
Focused
Invest in a
targeted way
Long-term focus
Build sustainable
businesses
Disciplined
Play to win, progressively
Responsible
Do the right thing
A strong, differentiated strategy
We have a strong, differentiated strategy that has
proven its worth and remains well suited to the
future as we see it.
We partner with local entrepreneurs to build global
technology leaders. We operate at the intersection
of high-growth markets and technology to address
major societal needs at scale. Above all, we
pursue a simple goal: to build sustainable
leadership positions. This is the key to reaching
scale and profitability – most of our platforms are
leaders in their markets.
We take a distinctive approach to building global
technology leaders. We are active participants in
our investments and operations. We believe that to
be successful we have to bring much more than
just money. We are focused. We invest where we
can make a difference based on deep industry
insights in areas that we know, rather than widely
and wildly. We are long-term focused. We aim to
build sustainable businesses, not driving for
short-term liquidity events or paper-value increases.
We are disciplined. We play to win, but
progressively grow our capital commitments as we
learn and scale. We are responsible. We take full
responsibility – acting like owners and doing the
right thing for the long term, for all stakeholders.
In addition, we combine our global presence and
outlook with the dynamism and insights of local
entrepreneurs. In building great companies that
improve everyday life for people, we both invest
and operate as we seek to create the greatest
value long term.
An investor:
We take a disciplined and systematic approach
to capital allocation
We test
First, we experiment and expand, building our
understanding and presence:
• We explore promising trends and opportunities
where new technologies have the potential to
transform big societal needs in high-growth
markets.
• We make initial investments to learn and
explore further.
• We look for promising local players with strong
founder-led teams.
• We build our stakes in the best opportunities
and businesses.
We invest
Over time, we deploy more capital and
accelerate growth:
• We focus our investment on specific core
segments.
• We look to create global category leaders,
stepping up our investment to drive growth
and gain market share.
• We extend core assets.
• We invest for the long term.
We scale
In our chosen focus areas, we continue organic
and inorganic growth and drive profitability:
• We scale progressively – building lasting,
leading businesses.
• At the right moment, we go all in, driving these
businesses to profitability and cash generation.
Our systematic approach
Test
Invest
Scale
Test
Experiment
and expand
Invest
Deploy more
capital and
accelerate growth
Scale
Continue to grow
and drive to
profitability
Naspers integrated annual report 2021
18
Group overview
Group overview
Performance review
Performance review
Sustainability review
Sustainability review
Governance
Governance
Financial statements
Financial statements
Further information
Further information
Our strategy continued
An operator:
We have a responsible, long-term
approach to operating
We take a long-term view as an operator. Our aim
is to help, support and encourage entrepreneurs
and businesses.
We actively share our groupwide insights and
expertise, to help businesses create more value.
With our disciplined test, invest and scale
approach, we are used to having a range of
ownership stakes across different segments,
varying our involvement appropriately.
Making a difference directly and indirectly
As a group we make a direct impact by allocating
capital carefully in great companies that improve
everyday life. We also support our group
companies by sharing our cybersecurity, data-
privacy and protection, and AI and ML expertise.
We have a good track record and will continue to
allocate capital diligently, aiming for returns well
above our cost of capital.
Over the past decade our internet portfolio has
delivered over 20% IRR and we aim to sustain this
going forward. The required returns depend on a
range of factors such as scale, risk and profitability.
For early-stage partnerships in new or high-growth
markets, the risk profile is clearly high. In these cases,
we look for venture-style IRRs well over 20%,
understanding that operational success will
determine the outcome. As our bigger businesses
mature and we make larger investments that already
are proven leaders in their field, the risks are
reduced. In this case we can look for a
commensurately lower IRR, one that generates more
significant profit.
Across the group, we apply consistent governance
policies and standards and implement best
practice, while bearing in mind our varying levels of
control and influence. At the holding company level,
we set minimum standards and expectations while
demonstrating best practice on topics that are
material to our business and operations. With
majority-stake, controlled companies we engage
proactively to ensure they reflect our own best
practice on topics that are material to their own
business and operations. This is a journey that
requires flexibility. Topics material to one segment
are addressed within that segment, rather than
across all segments. For example, challenges and
opportunities of the gig economy are addressed by
the food-delivery businesses. We encourage
minority-stake, non-controlled companies to adopt
best minimum standards that are aligned with our
position on key ESG topics.
Future focus
Focusing on our
core segments
Classifieds
Read more on page 32
Food Delivery
Read more on page 36
The bulk of our capital will go
into these core segments while
we continue to explore new
opportunities through Ventures.
Building these segments is a
lever to reduce the discount.
We will strive for returns well
above our cost of capital.
We are an active shareholder,
not just a financial investor.
We are also now
targeting a fifth
core segment
Payments and Fintech
Read more on page 42
Edtech
Read more on page 52
Etail
Read more on page 46
WE AIM TO BUILD BIG SEGMENTS
US$10-20bn
Increasing value
across our segments
We aim to improve the
competitiveness of
our segments by:
• Building integrated
ecosystems to deliver
superior consumer value.
• Continuing to accelerate
the use of AI across
our businesses.
• Adopting and driving a
data-first approach in
and across segments.
• Acting as a responsible
corporate citizen: take
responsibility for all
stakeholders and our
customers in particular.
• Focusing on our users’
experience and shaping
the regulatory agenda
accordingly.
Naspers integrated annual report 2021
19
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our business model
We are driven
by our purpose
To improve
everyday lives
for millions
of people
We prioritise our
approach based on
our material issues
BUSINESS
Financial performance
Responsible investments
Customer centricity
ENVIRONMENT
Climate action
SOCIETAL
Business culture, ethics and integrity
People
Data privacy
Digital inclusion
TECHNOLOGICAL
AI
Cyber-resilience
Innovation
Read more on page 72
The resources
we need
How we add value
through our strategy
Financial
Financial funds and assets
used to invest and develop
our operations.
We pursue growth by
building leading companies
that empower people and
enrich communities.
Human
Skills owned by our
employees.
Our focus areas
…address big
societal needs…
Test
Manufacturing
All investments in facilities
and technologies across
the group.
Intellectual
Ideas, source code, domains,
know-how and knowledge
we create, own and protect.
Social and relationship
Relationships we build with
customers, communities and
trade organisations.
Natural
Natural resources we have
an impact on, such as
energy, water and climate.
Build global
technology leaders to…
S
c
a
l
e
Invest
…in high-
growth markets…
…where we can build
sustainable leadership
positions.
Local
entrepreneurs
Great local
entrepreneurs know
better than
anyone how to win
in their markets
Investor
We allocate capital
with care for strong
returns on investment
Operator
We operate
responsibly to
create long-term
sustainable value
Our operating model
Global outlook
Our global outlook
and capabilities
mean we can identify
key trends and share
resources, insights
and best practice
across our
group at scale
Our core approach
Active
Bring more than
just money
Focused
Invest in a
targeted way
Long-term focus
Build sustainable
businesses
Disciplined
Play to win,
progressively
Responsible
Do the right thing
The value
we create
Financial
We deliver long-term
shareholder value through
disciplined capital allocation and
robust financial performance.
Human
We create a working place with
a fair and inclusive culture and
development opportunities for
all our employees.
Manufacturing
We provide innovative
platforms and services
to customers globally.
Intellectual
Through our intellectual
property, we drive change and
innovation within the industry.
Social and relationship
We treat our partners fairly
and drive high social value
in our operations.
Natural
We seek to minimise our
impact on the environment and
to play our part in addressing
issues, including climate change
and the responsible use of
natural resources.
Naspers integrated annual report 2021
20
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Measuring our impact
We create sustainable value for key stakeholders through our business
model, drawing on our pool of six capitals and in line with the UN SDGs.
In this section we measure our impact this year across our material
issues.
Material
topics
Business
Environment
Societal
Technological
Financial
performance
Responsible
investments
Customer
centricity
Climate action
US$3.6bn
in Prosus share
purchase programme
R7.3bn
total tax contribution
US$3.6bn
invested in portfolio
companies in the year
Ventures
have
invested
a total of
into
US$89.6m
5
Edtech companies,
excluding Churchill
in 2021
SCOPE 1 CARBON EMISSIONS
11 282.48tco₂e
SCOPE 2 CARBON EMISSIONS
18 401.90tco₂e
Commitment to becoming
carbon-neutral
20%
of eMAG deliveries via Easybox network
OLX championing the circular economy
iFood
reducing waste by using
recyclable cutlery options
US$31.5m
invested in Dott –
supporting micromobility
Energy-saving and water-
saving initiatives across
many group companies
KPIs
REVENUE1
US$29.6bn
2021
2020
29.6
22.1
TRADING PROFIT1
US$5.6bn
2021
2020
5.6
3.7
Helped many small and
medium-sized businesses
move online in Payments
and Fintech, and Food
Delivery
UN SDGs
group and
business
levels
Business culture,
ethics and integrity
MYACADEMY
41 000
hours of learning
~14 900
employees connecting
to MyAcademy monthly
50 500
users
1 490
monthly active users
Code of conduct,
anti-harassment
policy and human
rights statement
available online
Read more on page 74
People
Data privacy
Digital inclusion
AI
Cyber-
resilience
Innovation
DIVERSITY
43%
female employees
DATA PRIVACY
In our majority-owned companies, we
increased the number of data privacy
leaders across the group by 67% YoY
and the number of data-support people
by 30%
Number of privacy audits
conducted across the group
7
LEGAL
COMPLIANCE
3
legal compliance
officers appointed
5
incidents reported to
group compliance
2
substantiated incidents
(requiring remediation)
1
unsubstantiated incidents
We launched the Prosus Privacy
Technologist Programme, to support
our commitment to privacy by design
2
cases ongoing
ARTIFICIAL INTELLIGENCE
AND MACHINE LEARNING
>250
data scientists now part of the
Prosus AI community
In FY21, no reports
of serious injuries
sustained by
employees while on
duty were reported
INNOVATION
Many new products delivered for customers
AI PROGRAMMES LAUNCHED
Accelerating AI innovation, focus on fast-forwarding
non-incremental AI-used cases and concepts, for
example, AI-driven video-selling at OLX and the
food-knowledge graph at iFood
AI For Impact training programme to support AI
For Growth
Engineering training for ethical and responsible AI,
delivered to the group’s AI technical community
CYBER-RESILIENCE
From FY22, we will start monitoring technology risks
through a number of KPIs:
1
Dedicated security functions in the businesses
2
3
A risk function capable of supporting the
management of technology risks in the businesses
A responsible vulnerability disclosure programme
across the businesses
4
Red team exercises (ethical hacks) at the businesses
5 Audit or advisory work at the businesses
UN SDGs group level
UN SDGs business level
1 Presented on an economic-interest basis and from continuing operations.
Naspers integrated annual report 2021
21
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The world around us
Despite the current great uncertainties and turmoil, if one looks at the
broader picture, one could say Covid-19 has acted as an accelerator
of underlying trends.
Take technology, for example. We are all working
from home on Zoom (or a similar platform) these
days, but many people were working this way
before the pandemic. Food delivery was a reality
pre-pandemic too; it is just a much bigger reality
now. The world has moved online as never before,
but it has been heading there for quite some time.
This is where we focus – making the most of the
potential of entrepreneurs and technology to build
companies that improve everyday life for millions
of people around the world.
Four key trends
Using our long lens, we see four key trends
shaping the world around us:
1 The ongoing rise of China in particular
and Asia as a whole is shifting the centre
of world power and innovation
2 The accelerating application of AI is
transforming people’s lives radically
3 The tide of investment is turning from
growth-at-all-costs to sustainable
profitability – playing to responsible
long-term investors
4 The growing importance of responsible
technology creates opportunities to make
a positive difference for society
ONLINE SHARE OF RETAIL SALES
2012-2020 YTD
35
30
25
20
15
10
5
8%
2012
7 Years
31%
27%
1 Month
20%
16%
2013
2014
2015
2016
2017
2018
2019
2020 April
United Kingdom
United States
Source: Dealroom report, Online marketplaces entering the next phase (June 2020); data from ONS and US Department of Commerce for online share
of retail; *Indexed to meal delivery January 2018 sales (=100).
Naspers integrated annual report 2021
22
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The world around us continued
THE ASIA CENTURY IS ABOUT TO BEGIN
Share of world GDP at PPP US$, 2000-2024
65
60
55
50
45
40
35
2
The accelerating application of AI is
transforming people’s lives radically
AI superpower
AI can be regarded as a platform superpower that
is being fully integrated into society. Similar to the
moving assembly line that enabled mass
production of cars at low cost, AI is supercharging
organisational decisions. What sets apart the most
influential companies in the world, such as
Microsoft, Facebook, Google, Amazon and Netflix,
is that they have all mastered the art of applying AI.
Covid-19 has been the great accelerator of this
exponential change. Technology is entering all
our lives like never before and can be bigger
than ever imagined.
Ecosystem advantage
In traditional industrial organisations, the value of
scale eventually tapers off. Companies cannot
really get much bigger because complexity sets in.
This is not true for today’s digital businesses. Once
AI gains traction, it can accelerate exponentially
and quickly overtake traditional firms.
FORECAST
Asia
Rest of
the world
2000
2010
2020
2024
UNCTAD definition of Asia Sources: IMF, @valentinaromei
India’s advance
Driven by population growth, urbanisation and a
rising middle class, India is projected to be the
world’s third-largest economy in the next decade.
On many measures, India is also well on its way
to becoming a digitally advanced country. With
over 500 million internet subscribers, it is already
the second-largest and fastest-growing market for
digital consumers.
In the past decade, India has become the third-
largest entrepreneurial ecosystem in the world, right
after the US and China. India is also our second-
largest market after China in capital allocation.
1
The ongoing rise of China in
particular and Asia as a whole is
shifting the centre of world power
and innovation
China’s transformation
China really took off when it began to connect its
economy to the rest of the world. But China has
outgrown its role as “factory of the world” as it
moves up the curve in the most complex production
chains.
Online or ecommerce in China is already bigger
than everywhere else combined. World-leading
connectivity and scale helped nurture innovative
business models that are now being copied.
At the same time, China continues to invest deeply
in frontier technology, particularly in AI where its
data scale could offer an enormous competitive
advantage.
Naspers integrated annual report 2021
23
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The world around us continued
3
The tide of investment is turning
from growth-at-all-costs to
sustainable profitability – playing
to responsible long-term investors
A more mature phase
On the investment front, we are seeing an
increased shift of capital to leaders in mature and
consolidating verticals. Investors are turning a
critical eye on structurally challenging business
models burning through cash, and increasingly
seeing established big-tech players as safe
havens.
A path to profitability
We appear to be entering a phase where it is not
growth at all costs. Investors appear keener to see
a path to profitability. They are looking at unit
economics, margins and profitability more closely,
with a bigger focus on more capital-efficient
business models. The stress on capital-consuming
businesses has been hugely amplified by the
pandemic.
A new next big thing
This does not mean the end of venture investing.
Instead, the venture capital focus will increasingly
shift to look for the next big thing that will drive
innovation and add further sustenance to the
extraordinary technology revolution of the past two
decades. Vast cash piles plus lower-for-longer
interest rates are combining to drive investors
towards deals with higher return potential – there
are still many technology investors eager to bet on
possible winners in the next big thing.
4
The growing importance of
responsible technology creates big
opportunities to make a positive
difference for society
The urgency of responsibility
From the specific urgency on climate change to
broader concerns addressed in the UN SDGs, the
need for businesses to be truly responsible has
never been more crucial. This has been brought
into sharp focus by the pandemic.
The ethics of technology
Technology today has a big impact on people’s
lives and with such power comes great
responsibility. It raises ethical dilemmas across a
range of issues, including privacy and transparency,
the impact of automation, inequality, biases in
decision automation and uses of the technology we
build. It is a complex world where there are no
easy answers, but we aim to play our part
responsibly.
The rise of regulation
Governments are no longer assuming that the
technology sector will find the right answers. This is
not unusual. Every wave of new technology that
changed the world eventually became regulated.
Regulation is complicated and the issues facing
technology are many and complex.
The call for technology for good
The world needs a more responsive, more inclusive
type of corporation. One that lets entrepreneurs
exploit new digital technologies but still holds them
to account within the wider society. It is the
responsibility of those at the cutting edge of
innovation to listen. This more mature, regulated
era creates substantial responsibilities and
opportunities for leading global consumer internet
companies that we are keen to take on and live up
to.
Broad range of issues facing technology
Focus of accelerating global policy challenges
Market
power
Consumer
protection
Platform
liability
Security and
nationalism
Social
compact
Antitrust
Privacy
Hate speech
Trade
Taxation
Data portability
Digital addictions
Censorship and bias
Supply chain integrity
IP
Data security
Contraband
Encryption
Automation and
inequality
Diversity
Naspers integrated annual report 2021
24
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Stakeholder engagement
and materiality
To create sustainable value for our stakeholders, we actively engage with
them to inform our direction and strategic choices. We value the input they
provide and build constructive, long-term relationships to enable ongoing
dialogue. This helps us map and prioritise areas that are of high importance
to our stakeholders, as well as where we can have a positive impact within
our business and operations. We then focus on these material areas and
proactively communicate our position and performance on them.
Stakeholder relationships
To support the board in fulfilling its governance
role, the social, ethics and sustainability committee
retains oversight of stakeholder management
across the group. In order to balance the needs,
interests and expectations of a diverse group of
stakeholders, we take an inclusive approach. More
information can be found in the social, ethics and
sustainability committee’s report in the full 2021
governance report.
We provide an overview here of the underlying
process and outcomes of our stakeholder
engagement to identify material issues.
We also provide links to the various sections of
this report covering our response and impact.
We have the following key stakeholder groups:
1 Customers and users – We want to
help customers and users improve their
everyday lives.
2 Employees – Our employees are at the
heart of our success. Their commitment and
entrepreneurial drive make all the difference.
3 Investors and shareholders – We are a
for-profit organisation committed to growing and
increasing value for our investors.
4 Business partners – We aim to work closely
with our business partners, including suppliers
and consultants.
5 Industry bodies – We aim to be an industry
leader, playing an active part in progress.
6 Society – We are committed to making
a lasting positive impact for society and
the world we live in.
7 Media – We report transparently and aim
to build constructive relationships with
the media.
8 Government and regulators – We recognise
how important it is to work with governments
and regulators, particularly given that many of
our businesses have such a big impact on
people’s lives.
Materiality process phases
KEY TOPICS IDENTIFICATION
INTERNAL PRIORITISATION
EXTERNAL PRIORITISATION
OUTCOME VALIDATION
• Preliminary desktop review,
including a peer analysis
and a media analysis.
• Based on the insights
gathered, a long list of
topics is identified which
will serve as basis.
• The long list of topics is
• The shortlist is sent to a
• Inputs from each
assessed against the inputs
of an internal team, each
member representing one
of our stakeholder groups.
• This process drills down
further to create a shortlist
to test externally.
wider external and internal
group representing all key
stakeholders.
• Importance is determined
based on two dimensions:
impact on and by Naspers
and importance to
stakeholders.
stakeholder group will
be plotted on a matrix that
will be validated with the
core internal group.
• Material issues are then
identified and embedded
into decision-making and
communications focus.
Focusing on material issues
This year, we conducted our first materiality
assessment to help identify the issues that are of
high importance to our stakeholders and that we
can have the biggest impact on. This process was
facilitated by an external expert agency, to ensure
rigour and best practice.
The process
The first step was to conduct a preliminary desktop
review, including a peer analysis and a media
analysis to map the landscape of ESG issues.
This included the most relevant macro-level risks
benchmarked against the WEF Global Risk
Report 2021.
Through this landscaping process we identified
an initial long list of 18 issues that are of high
relevance to our industry. The next step was to distil
this list with the input of a key group of internal
representatives through a materiality tool. This led
to a further prioritisation within the 18 relevant
issues to a shortlist of 11.
These 11 issues were presented to a wider group
of internal and external stakeholders, including
investors, customers, employees, regulators, key
group executives and representatives of the wider
community either directly or through a proxy
representative of the stakeholders. They were
asked to rank the issues on three parameters:
importance and relevance to stakeholders,
the level of impact the specific issue would have
on our business and how it will be impacted by us.
The outcomes of the internal and external
stakeholder prioritisation were validated in
a session with key group executives.
Taking each issue in turn
We share the broader definition of each of the
followings issues, together with a guide to where
more information on our position and performance
can be found in this report.
Naspers integrated annual report 2021
25
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Stakeholder engagement
and materiality continued
Eight issues (those in the top right corner of this
quadrant) were ranked as being very important,
given that they are most material to our
stakeholders, our business and operations.
environmental considerations within operations
and investment decisions. We provide a detailed
breakdown of our environmental footprint this year
on page 88 of this report.
Our 11 most material issues
The graph below plots the 11 most material issues:
Materiality results
Business culture, ethics and integrity
Financial performance
People
Data
privacy
Responsible investments
Cyber-
resilience
Customer centricity
Innovation
Climate
action
AI
Digital
inclusion
l
s
r
e
d
o
h
e
k
a
t
s
r
o
f
e
c
n
a
t
r
o
p
m
I
Impact of the company
Business
Societal
Financial performance
Responsible investments
Customer centricity
Environment
Climate action
Business culture,
ethics and integrity
People
Data privacy
Digital inclusion
Technological
AI
Cyber-resilience
Innovation
* The overview is calculated by weighing each stakeholder group’s input
the same.
Nevertheless, the other issues on this matrix remain
on our priority list as they are either critical for all
businesses to tackle (for example, climate action)
or are of key importance, especially going forward,
for a specific stakeholder group (for example, AI
and digital inclusion).
Business:
Financial performance
Generating financial value by increasing our
revenues and market shares. Detailed disclosure
of our financial performance can be found on
pages 144 to 173 of this report.
Responsible investments
Embedding ESG factors in the assessment process
of our investments. Our Sustainability review on
pages 72 to 97 provides a summary of how we
view our role as an operator and an investor
through the lens of our environmental and social
impact. We continue to evolve our monitoring and
reporting on sustainability, for example, by
providing greater detail on our website.
Customer centricity
Putting the experience and satisfaction of customers
at the heart of our development. Ensuring our
customers’ safety, including protecting people when
using our products and platforms. This includes, for
example, protecting customers against scams and
protecting children on the internet. This is of
fundamental importance for our licence to operate
as a consumer internet group and we share how
we address this on pages 25 to 28 of this report.
Environment:
Climate action
Reducing greenhouse gas (GHG) emissions, energy
use and mitigating the effects of long-term changes
in the earth’s climate and its physical impacts on
societies and business operations. Aligning our
climate targets to those of the Paris Agreement
(a landmark international accord that was adopted
by nearly every nation in 2015 to address climate
change and its negative impacts) by embedding
Societal:
Business culture, ethics and integrity
Communicating our purpose, goals and values
effectively and embedding these in our activities,
operations and engagement with our business
partners. This includes governance on tax,
competition and compliance, and ethics. Read
more in the Governance section on page 98.
People
Enabling fair employment and having best practice
standards for our own people management,
including talent attraction and retention; diversity
and inclusion (D&I); training and development;
upskilling; labour management relations; and
health, safety and wellbeing, including mental
wellbeing. We sum up our approach and
performance regarding our people on pages 81
of this report. Our human rights statement can be
found on www.naspers.com/about/policies.
Data privacy
Setting up and adhering to the right policies and
control frameworks to keep business, customers
and employees’ data safe. Read more about this
on page 75. More information on our policies to
safeguard the privacy of our customers and
employees can also be found on www.naspers.
com/about/policies.
Digital inclusion
Enabling equal access to critical digital networks and
technology, between and within countries; overcoming
the lack of necessary skills in the workforce, insufficient
purchase power, government restrictions and/or
cultural differences. Providing equitable access for
individuals, businesses and states to critical digital
networks and technology, and reducing the risk of
discretionary pricing mechanisms, lack of impartial
oversight, unequal private and/or public access. More
information can be found on page 91.
Technological:
Artificial intelligence (AI)
Defining our position around the value of AI and
communicating externally on the topic. Read more
in the report on page 79.
Cyber-resilience
Protecting business, government and household
cybersecurity infrastructure to prevent increasingly
sophisticated and frequent cybercrimes that could
result in economic disruption, financial loss,
geopolitical tensions and/or social instability.
Read more in the report on page 77.
Innovation
Promoting innovative technology to create new ways
of conducting business and promoting solutions to
societal needs. Innovation underpins our purpose of
improving everyday life for people by backing
outstanding companies and entrepreneurs for the
long term. We are innovative in our capital allocation
strategy – actively searching for new opportunities to
partner with exceptional entrepreneurs who are using
technology to address big societal needs. Businesses
in our portfolio are continually innovating to meet the
needs of individuals around the world. Read more in
the Performance review on pages 30 to 61 of this
report.
Next steps
Our materiality assessment has given us valuable
insights into the key issues we should be focusing
and reporting on. We will use this understanding
to guide our thinking and help us apply our
capabilities in the right way to the right areas to
ensure we have the biggest possible sustainable
impact for stakeholders.
Engaging our stakeholders
Engaging closely with our key stakeholder groups is a
critical part of being a successful, responsible business.
We engage with our stakeholders in various ways,
depending on their needs and interests.
The Covid-19 pandemic inevitably shaped both
the concerns of our stakeholders and the way we
maintained our engagement. Overall, we increased
the intensity of much of our engagement – making
the best use of technology tools and continuing to
gain and share views through virtual meetings and
online communication.
Naspers integrated annual report 2021
26
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Stakeholder engagement
and materiality continued
Key issues
Financial performance
Responsible investments
Customer centricity
Climate action
People
Data privacy
Business culture, ethics and integrity
Digital inclusion
AI
Cyber-resilience
Innovation
1
2
3
4
Customers and users
Employees
Investors and shareholders
Business partners
Main interests this year
Continued access to products and services
Positive experience – fast delivery, return and feedback
Competitive pricing and range of products
Content preference
Trust
Product safety
Data privacy
How we engage
• Call centres, showrooms and client relationship managers (CRMs).
• Electronic communication (email, SMS, apps, web and social
media platforms).
• Workshops and events.
• Surveys and market research.
Our response and impact
• We work to continuously improve our range of products and the
customer experience, and ensure that we fairly price our offerings.
• Our businesses undertake a range of customer-focused initiatives
from investing in and developing artificial intelligence and
machine learning to improve convenience and safety to
developing new services such as home delivery of groceries.
• Throughout the Covid-19 pandemic, our businesses have focused
on ensuring the safety of customers while maintaining delivery
of services. In many cases, they have increased the volume and
variety of services to meet the needs of people locked down at
home during the year.
Main interests this year
Support for coping with the challenges of Covid-19,
particularly ensuring health and safety, working from home
and wellbeing
Purpose – providing jobs with meaning and a sense
of purpose, in a company committed to deploying
technology to address big societal needs and enriching
the communities in which we operate
Talent – recruitment, retention and development
Culture – including D&I, employee wellbeing and
engagement
How we engage
• Maintaining a healthy employee relations environment, where
ongoing dialogue with our people is embedded in our work
practices.
• Various formal and informal channels to engage employees and
encourage open communication, from leadership and CEO
updates by email and video to face-to-face gatherings and online
collaboration and content sharing.
• Promoting continuous learning and development through our
online learning platform MyAcademy, and through live education
programmes.
• Engaging formally through employee forums.
• Covid-19 response, including regular Bob videos, pulse surveys,
particularly on wellbeing.
Our response and impact
• We undertake ongoing investment in developing our people,
including creating and supporting professional development
opportunities. We also recognise great work through fair and
competitive rewards.
• We focus on building an inclusive and supportive culture.
• We are a diverse group of companies, but some issues are
consistent for our people wherever we operate. These include
our commitments to learning, D&I, engagement, and
empowerment.
• We care for our people through various initiatives, recognising that
a healthy and resilient workforce is key to supporting our business
growth and success.
Main interests this year
Main interests this year
Continued supply of products and services
despite Covid-19
Ensuring awareness on relevant developments
in the business
Understanding and recognising our partners’ rights,
specifically on changing procurement processes, pricing,
content, platform use, privacy and security
How we engage
• Structured meetings, calls and electronic communication.
• Informal day-to-day communication.
Our response and impact
• We actively engage with our business partners, responding quickly
and constructively as required.
• We have strong relationship management systems in place to
ensure regular communication between key management and
business representatives.
• Structured grievance processes ensure that, in the event of
a dispute, there is timely action to find a resolution.
• Through active negotiations we ensure mandates clearly lay out
the relationship and agreement terms and requirements.
• Business approaches are reviewed regularly to ensure they align
with international norms.
Our response to Covid-19
M&A: industry consolidation or bigger deals
Competition across core segments
Strategy for Food Delivery as well as Payments and
Fintech segments, and how we are investing for growth
Path to profitability and cash flow generation
Our approach to ESG issues
Holding company discount
Internal rates of return
Tax consequences of Naspers’s ownership of Prosus,
tax on distribution and tax due to sale of assets
Capital allocation: further buybacks or investment
in core assets
Remuneration policy and disclosure
How we engage
• Investor meetings and teleconferences.
• Conference participation.
• Interim and integrated annual reports.
• Financial results presentations.
• Investor day.
• Press and stock exchange releases.
• Reporting via corporate website.
• Dedicated email address for inbound queries and
distributing announcements.
• Instructive videos.
Our response and impact
• Management engages more often with shareholders and
investors.
• Our reporting includes focused messaging on the path to
profitability for our core segments.
• We provide biannual updates on our internal rate of return (IRR)
for the total portfolio and for ecommerce.
• We are acting on measures to reduce the holding company
discount.
• At the time of listing, the Prosus value unlock was around US$16bn
by reducing the discount to the combined net asset value of
Prosus and Naspers. In October 2020, the group announced
Prosus would acquire up to US$5bn of Prosus and Naspers shares
(up to US$1.4bn Prosus N ordinary shares and US$3.6bn Naspers
N ordinary shares) on the market.
Naspers integrated annual report 2021
27
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Stakeholder engagement
and materiality continued
5
Industry bodies
Main interests this year
Clear communication of material issues
Engagement around increasing meaningful and
positive impact
How to ensure a positive sector experience, for example
through the regulation and culture of the sectors
How we engage
• Membership of selected and appropriate bodies.
• Cooperating with selected partners on projects addressing
legislative initiatives.
Our response and impact
• We take the lead in responding to industry consultations on
proposed regulations and legislation.
• To build understanding and engagement across the industry,
we share our approach and examples of action on specific
topics, such as how we align to changing legislation.
• We produce thought leadership and position papers on material
issues.
6
Society
Main interests this year
The group’s response to Covid-19 and support for
communities
Corporate investment to support meaningful impact
Sound business operations to improve quality of life
Minimising our environmental impact
Local employment and value creation, including
supporting local businesses
Adherence to local laws and paying taxes due
How we engage
• Corporate social investment (CSI) programmes.
• Employment offering and service providers.
• Website content and public announcements on material issues.
Our response and impact
• Our businesses focus on maximising positive impact in local
communities in the most appropriate ways. More information on
our corporate social responsibility programmes can be found on
pages 91 to 94.
• Our groupwide aim is to develop products and services that meet
societal needs, for example, food delivery (iFood and Swiggy)
and education (BYJU’S, Codecademy and Brainly).
• We contribute to enabling and encouraging conscious
consumerism through our OLX online classifieds platform. This
helps to extend the life of products, save water, energy materials
(including conflict minerals) and lower carbon emissions.
• We focus on hiring local employees and growing local talent,
including investing in local businesses.
• Our group legal compliance programme is tailored to the unique
risks and local laws that apply to each business.
• Details of the board-approved group tax policy and tax disclosure
appear on pages 95 to 97.
Key issues
Financial performance
Responsible investments
Customer centricity
Climate action
People
Data privacy
Business culture, ethics and integrity
Digital inclusion
AI
Cyber-resilience
Innovation
7
Media
8
Governments and regulators
Main interests this year
Our response to Covid-19
Our investment strategy and performance
Requests for comment on rumour and speculation,
notably on potential acquisitions and divestitures
Requests for comment on reputational risk issues,
such as cybersecurity and privacy
Our focus on geographies, for example, Indian press
interest in how we view that country
Our view on key industry segments, such as classifieds,
payments and fintech, and food delivery
How we work across our group companies
Requests for time with management, particularly
at key points such as results announcements
How we engage
• Press releases, editorials and articles.
• Interviews and reactive comment.
• Reporting through company website.
• Events.
Our response and impact
• We invest time in regularly engaging with key journalists
and editors to build relationships and understanding.
• We proactively schedule media interviews to provide briefings
on strategic updates and significant news.
• We build announcement plans to maximise coverage of
announcements.
• We respond to requests for comment in line with communications
and investor relations policies.
• We are quick to correct inaccurate commentary or articles
as appropriate.
• We attend and participate in various events in line with
our communication strategy.
Main interests this year
Sustainable development
Innovation and entrepreneurship
Competition policy
Taxation
Investments and international trade
Data protection and privacy
Private-public partnerships, international
and other collaborations
Intermediary liability
Financial services legislation
Copyright and intellectual property (IP)
Tech policy, including ecommerce
Societal contribution, including employment
and social policy
How we engage
• Direct participation in advisory committees, meetings and
public consultations.
• Formal one-on-one meetings and round tables.
• Response to sector and company-specific enquiries.
• Indirectly through sector and industry associations.
• Participation in international events, such as BRICS (Brazil, Russia,
India, China and South Africa) summits or membership of the
World Economic Forum in Davos.
• Site visits, including hosting official delegations.
• Integrated annual report.
Our response and impact
• We are transparent and have implemented a programme to
ensure compliance with all applicable laws and regulations.
• We make formal representations and written submissions to
express views.
• When invited, or where relevant, we provide information to
policymakers in the form of expert advice, based on our global
experience as well as technology and sector expertise.
• We invest in the group’s capability and capacity to respond to
enquiries and requests to share views on legislation and issues
affecting the industry.
• We share our views through media engagement and public
speeches at international events.
Naspers integrated annual report 2021
28
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our culture
Over the years we have built up a strong,
distinctive culture across the group.
It’s a culture that keeps us changing for the better
and moving forward. Above all, it encourages us to
keep learning and adapting – from how best to
enhance AI across the group to where best to
invest in the next wave. So we can continue
developing, changing and growing together –
finding new ways to improve everyday life for
people around the world.
Our corporate values guide
our culture:
• We aim to be useful in the communities
we serve.
• We create an environment for entrepreneurs
to succeed.
• We do business with integrity.
• We value diversity.
• We love to innovate.
• Above all, we solve problems for customers.
Our culture comes to life through the things
we do and the way we do them, every day
around the group.
We build
At heart, we’re entrepreneurs.
Together, we build leading
companies that empower
people and enrich communities.
We do the right thing
We matter to the communities we
serve and wherever we operate
we hold ourselves to high
standards.
We empower
We back local teams
and learn from each other.
We encourage diversity
in our teams and in
our thinking.
Naspers integrated annual report 2021
29
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Performance
review
Contents
31 Our performance
32 Classifieds
36 Food Delivery
42 Payments and Fintech
46 Etail
52 Ventures
57 Naspers Foundry
58 Social and Internet Platforms
60 Media
62 Financial review
63 Managing risks and opportunities
65 Monitoring of key risks
Naspers integrated annual report 2021
30
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our performance
Highlights of the year
We are building leading global businesses across our core segments of Classifieds,
Food Delivery, Payments and Fintech, and Etail; and we are looking to capitalise on the
next wave of growth through our Ventures arm. This year, we made strong progress on all
fronts – growing our core businesses, taking advantage of new opportunities and, as ever,
focusing on improving everyday life for millions of people around the world.
Ecommerce
Classifieds
We made considerable
progress in FY21,
strengthening our strategic
and financial position.
Although the pandemic
affected our business at
the start of the year, we
innovated to continue
enabling trade, and ending
the year stronger than
expected on both revenue
and trading profit.
Food Delivery
Our core food delivery
businesses continued to
grow throughout the year.
iFood performed strongly,
growing gross merchandise
value (GMV) by 148% and
revenue 205% year on year
(in local currency, excluding
M&A), strengthening its
position in Brazil.
Delivery Hero also had
a strong year, reporting
€12.4bn in GMV and
€2 472m gross revenue
from continuing operations
for its year ended
31 December 2020.
Payments and
Fintech
Payments and Fintech
reached a new level, driven
by the pandemic-fuelled
acceleration in the adoption
and use of digital payments
across our core markets.
In Latin America, volumes
grew 69% year on year.
Poland and Romania were
also very strong. In our core
market of India, volumes
grew 42% year on year (in
local currency, excluding
M&A).
Iyzico
Etail
eMAG
eMAG continued to
strengthen its position as
a leading etailer in Central
and Eastern Europe –
growing revenues by 54% (in
local currency, excluding
M&A) and becoming
profitable in terms of trading
profit for the first time.
Takealot group
The Takealot group had
a very strong year,
accelerating growth in all its
businesses. Takealot group
revenue increased by 65%
year on year (in local
currency, excluding M&A)
and negative trading
margin was 0.1%. GMV grew
84% year on year (in local
currency, excluding M&A).
Takealot.com had its first
profitable year.
Ventures
Throughout the year, we
continued to focus on our
core areas of investment,
notably Edtech, which
became a new core
segment for the group
on 1 April 2021. In all,
we invested US$163m in
18 transactions, including
investments in Edtech and
in India, another key focus
area for Ventures.
Social and Internet
Platforms
Early in the development of
our internet strategy we
invested in leading social
and internet platforms in
two of our key high-growth
markets, China and Russia.
Tencent’s fundamentals
remain strong with excellent
growth prospects in China,
while Mail.ru continues to
be the largest internet
group in Russia.
Media
Media24 is Africa’s leading
print and digital media
group with interests in
digital media and services,
newspapers, magazines,
ecommerce, book
publishing and media
logistics. It publishes several
magazines and newspapers
and reaches 1.5 million
average daily unique
browsers – up 45% year on
year, generating 12.6 million
average daily page views,
across its digital platforms.
Get a career you can be proud of.
Read more on page 32
Read more on page 36
Read more on page 42
Read more on page 46
Read more on page 52
Read more on page 58
Read more on page 60
Naspers integrated annual report 2021
31
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Classifieds
Shaping the future of trade
to unlock the hidden value
in everything.
REVENUE1 (US$’m)
2021
2020
TRADING PROFIT1 (US$’m)
2021
2020
1 609
1 299
15
44
Performance highlights
We made considerable progress during the
year and strengthened our strategic and
financial position. The Covid-19 pandemic
affected our business at the start of the year.
However, we innovated to continue enabling
trade and ended the year with strong
momentum, with both revenue and trading
profit exceeding initial expectations.
1 Presented on an economic-interest basis.
‘In a year dominated by the Covid-19 pandemic and
characterised by an accelerating shift to digital,
the power of our purpose came to the fore.’
Lydia Paterson
CFO, Classifieds
The opportunity
Classifieds is a highly dynamic environment. Trends
are accelerating, offering many opportunities and
challenges. We see four key trends and are
aligning OLX Group to capitalise on these. Firstly,
user needs are evolving. Users are looking for
more trust, more safety, more convenience, more
help. They are expecting, and getting, seamless
online-to-offline experiences, with more support
along the transaction chain. Secondly, the
competitive landscape is changing, with global
digital players entering classifieds trade. Thirdly,
artificial intelligence (AI) is becoming increasingly
critical. AI can radically improve user experiences,
automate or optimise tasks and enable new
product features – it is truly transformative. Fourthly,
sustainability is at the forefront now. Many believe
that current global consumption patterns are
unsustainable, with natural resources being
depleted and most items only used once. We
agree that the world needs a smarter model of
consumption, where products and materials are
used more effectively. This requires changing
consumer behaviour and supporting circular
business models and products. At OLX Group, we
want to lead this change, to improve everyday life
for people in a responsible, sustainable way.
Shaping the future
This year we sharpened OLX Group’s purpose to
better reflect our objectives and contribution to the
world: We shape the future of trade to unlock
the hidden value in everything.
In a future dominated by digital, we will create
customer journeys that are simple and seamless.
This will facilitate trade in many ways, thereby
helping consumers unlock value in the items they
own, the businesses they run, and the means they
have to improve their lives. This means goods will
have multiple lives, extending the value of the
world’s limited resources.
In addition, we will unlock value in our people by
investing in their development. We will also unlock
enterprise value for our shareholders by being
resourceful and identifying opportunities to solve
even more customer problems.
Accelerating our growth
In the year we accelerated our move into the
transaction space, and developed differentiated
propositions for consumers, supporting our
customers along their transaction journey.
Most car dealers and agents were facing little to no
demand and inspection centres closed across Asia
and Latin America due to the Covid-19 pandemic.
We innovated to continue enabling trade, and came
out of the year stronger than expected.
Users are requesting more support along the chain
SOURCE AND LIST
SEARCH AND CONNECT
PAY AND TRANSACT
SHIP AND RECEIVE
OWN AND MAINTAIN
Traditional classifieds
Emerging user needs
Partner
with sellers:
• Tools and client
relationship managers
(CRMs)
• Ecosystem
• 828 relations
Service the
transaction:
• Inspections
• Financing
and insurance
• Instant cash offering
Facilitate
the transfer:
Support
maintenance
• Delivery
• Support title transfer
• Warrantees
and returns
• Parts and repairs
• Moving and furnishing
CAR AND REAL ESTATE REPRESENT KEY CATEGORIES IN
REVENUE (%)
55%
16%
9%
11%
9%
58m
net new listings
Present in
41
markets, leading
positions in 24 countries
Cars
Real estate
Goods
Jobs and services
Advertising and other
OLX GROUP
monthly active users
322m
116m
4.1m
paying listers
monthly active app users
Naspers integrated annual report 2021
32
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Classifieds continued
OLX GROUP
Physical transactions of
vehicles in a year
>100 000
>520 000
monthly pay-and-ship transactions
in Europe
Wide network of
6 250
dealers for vehicle transactions
Lockdown restrictions accelerated the digitisation
journey, with consumers completing more
transaction steps online, and professionals using
tools to facilitate more digital interactions.
Focusing on the customer experience
To further help our customers in these
unprecedented times, we focused even more
intensely on the customer experience. We want to
bring new experiences to customers to make it
easier, more intuitive and convenient to derive as
much as possible from their most valuable assets,
such as their car or their home.
For example, pandemic restrictions aside, we are
making it possible for people to drive their car to
one of our inspection centres, get a fair value
assessment on the spot and, within 30 minutes,
receive a cash offer for their car. Super quick, safe
and convenient – this is transforming the way cars
have traditionally been traded. In response to
pandemic lockdowns, we developed a remote
inspection process. From the comfort and safety
of their own homes, people can use their
smartphones to conduct a self-assessment using AI
and other technologies to identify the vehicle, the
make, model, year, different specifications,
condition and quality. This is just one way we are
shaping the future of trade.
Four options for the strategic direction applied in a market:
Full eco-system offering
Multivertical
End-to-end car journey
Associates
Turkey
Asia
Americas
Russia
Europe
Brazil
South
Africa
US
Central
America
Middle East
Goods
Motors
Real
estate
Jobs
The multiple layers of our ecosystems
Pay-and-ship
Transactional
marketplace
Applicant tracking
Digital car
buying journey
Verticals
Goods
Motors
C2C trade
Jobs and
services
Real
estate
Offline inspections
Car history reports
Financing
Price transparency
Financing
CRM services
Building our full ecosystem
In Russia and Europe, we extended our full
ecosystem by evolving towards a marketplace
proposition, a customised experience where new
and used goods can easily be compared, bought
or sold. We expanded pay-and-ship to Poland,
Romania and Brazil, in addition to Ukraine and
Russia, so people could order and have goods
delivered to their doors. We also developed a
digitised car buying journey across Poland
and Russia.
Launching an end-to-end experience
In Asia, Latin America and Turkey, we launched an
end-to-end car-selling journey, where consumers can
value their cars online to sell instantly at one of our
centres. We complemented this with options to buy
and finance inspected cars directly from us or on our
platforms, creating a seamless buying journey.
Building our position
In Brazil, we further strengthened our multivertical
offering by integrating with Zap+, creating a strong
position in real estate and offering users a more
comprehensive and accurate overview of the real
estate market. We have also started offering real
estate loans, via a fintech partnership.
Increasing our strengths through M&A
We merged our Middle East entities (Dubizzle in
the UAE, and OLX in Pakistan, Lebanon and Egypt)
with Emerging Markets Property Group (EMPG), a
leading property portal in the region, retaining a
minority stake of 39.07% in the combined entity.
letgo and OfferUp combined their respective US
marketplaces, the main app first peer in the US,
retaining a 39.54% stake in the combined entity.
In Central America, we merged with Encuentra24 in
Panama, Costa Rica, El Salvador and Guatemala,
keeping a 37.5% stake in the combined entity.
In Poland, we invested in the Carsmile online
showroom, buying a majority stake in a dynamic
automotive platform offering online new car rental
and leasing. This created the most complete car
ecosystem in the country, with a classifieds platform
(OLX), a car marketplace (Otomoto), an offline car
marketplace (321Sprzedane!), and now, rental and
leasing (Carsmile). We also acquired Obido in
Poland to enhance our offerings in real estate.
Naspers integrated annual report 2021
33
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Promoting health, safety and wellbeing
We launched a three-week mental health
awareness campaign, offering resources and
assistance for employees working from home. In
addition, we ran programmes on working remotely:
topics included parenting while working from home,
managing remote teams and time management.
We also ran listening sessions, after which some
teams experimented with initiatives such as ‘no
Zoom Friday’, encouraging walking time and
setting clearer ‘online times’. In our January 2021
wellbeing survey, 90% of employees believed the
company was supporting them through the
pandemic. The employee wellbeing score also
improved by three percentage points compared to
the prior survey.
Training and developing our people
We use MyAcademy and KnowBe4 as key parts of
our training and professional development initiatives.
KnowBe4 is used predominantly to train our
employees on data-privacy and security issues –
ensuring we fulfil our obligations under GDPR (the
EU’s general data protection regulation) and embed
our groupwide privacy-by-design culture and skill set.
Classifieds continued
In Romania, we acquired KIWI Finance, the
largest credit broker in the country, amplifying our
ecosystem by adding finance-related services to
our portfolio.
Continuing to make the most of artificial
intelligence and machine learning (ML)
In Europe, we use AI and ML to solve customer
problems and improve their experience, and to
keep users safe, for example, by detecting fraud.
During the year, our ML models had a substantial
impact on our search, lead qualification, and
trust and safety initiatives. This has enabled us to
advance further in becoming a smart, convenient
and trusted way for people to make big and small
life choices.
Personalised recommendations using item2vec
technology enable our products to make “smart”
alternative suggestions to our users. Accurate job
recommendations, as well as online price valuation
in the motors category, are prime examples of
offering transparency and peace of mind to our
customers. Finally, automated content moderation
keeps our platforms safe and trusted.
Avito introduced a new chatbot for quick and
convenient resumé creation in the jobs category.
Product innovation, focused on trust and safety, has
enabled online car owner verification via ownership
documents. In addition, Avito has developed a
smart model for fraud prevention in chats.
OLX Autos is developing an AI-driven consumer
self-inspection process, and offers auto-answer
functionality online, initially available in English.
‘ The excitement of the journey is that hidden value is
there to be discovered. We are trying to transform
this idea of trade – to get closer to the customer to
understand and solve their problems and, as we do,
unlock hidden value. This is what drives us.’
Responding to the pandemic
Focusing on our people
Throughout the year, we maintained our focus on
keeping our people safe. We quickly and effectively
enabled working from home for all our teams
globally, including at-home delivery of office
equipment. Offices that have reopened are
operating at reduced capacity and on a voluntary
basis. Inspection centres, a core part of our
automotive business, were originally closed under
local government regulations. These have reopened
as regulations and safety conditions permit.
Since the start of the pandemic, all employees
have been provided with the appropriate PPE and
safety protocols. We also offered our office-based
employees the support they needed to work from
home, including a special employee assistance
programme focused on health and wellbeing.
Adapting quickly to customers’ needs
We were quick to adapt to serve our customers’
needs. Our automotive business, for example,
organised car inspections and valuations at
customers’ homes, as well as virtual inspections to
avoid unnecessary face-to-face contact.
We created local programmes that helped
businesses move from offline to online, enabling
people to keep trading safely.
In addition, many of our platforms took steps to
offer practical financial assistance to business
customers, including extended paid listings and
discounted or free advertising packages.
We wanted to help as much as possible.
Accordingly, we ran an internal innovation contest
to find new ideas to help our customers. The
winning idea was expanded into OLX Shop, and
launched in all European markets.
Helping communities
Our platforms have always provided a way for
people to connect, but this took on a whole new
dimension in the pandemic.
In many countries, our platforms became a source
of reliable information, linking to government and
local health bodies, helping combat disinformation
in turbulent times. Many of our platforms set up new
product categories to collect donations or
coordinate help for vulnerable groups. In India, for
example, we organised the relief fund OLX Pledge
with local non-governmental organisations (NGOs)
to support the livelihoods of severely affected
migrant workers.
In Portugal, the team partnered with an initiative to
help find accommodation for healthcare professionals.
Our team also promoted an app for volunteers to
coordinate assistance for elderly people.
Fixly in Poland introduced a new category,
neighbourly help, to connect people needing
assistance in daily matters with those who could
provide it.
Driving the circular economy
We place specific focus on driving the circular
economy. In the year, we measured the impact of
our platforms in eight categories: mobile phones,
tablets, laptops, televisions, cars, motorcycles,
books and fashion. The results were impressive.
In the 2020 calendar year alone, our users
potentially saved over:
• 5.5bn kilograms of materials
• 842m gigajoule-equivalent of energy
• 481m cubic metres of water, and
• 59m tonnes CO2-equivalent emissions.
‘ Giving items second and third lives. Helping people
get the most out of their budgets, whether it’s for a
place they want to rent, or their vehicle. Providing
people the opportunity to be paid for their skills, and
matching them with employers that need their
services. These are things we are really proud of.’
Naspers integrated annual report 2021
34
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Classifieds continued
Focusing on data privacy and security training
Our goal is to train and certify at least 100 of our
product and technology community members as
privacy technologists. At the same time, we include
general security and data privacy training for all
employees in two annual compulsory training
modules.
Focusing on artificial intelligence training
We place much emphasis on AI training, including
AI translator training, AI activation workshops and
AI nanodegrees.
In 2020, we launched the OLX Group leadership
behaviours, offering 360 degree feedback based
on this framework to the group management team
and senior leaders.
Ensuring customer safety and wellbeing
We are a customer-centric organisation – putting
our customers first to ensure they can transact on
our platform in a trustworthy and safe way. As
such, we are committed to continually improving
moderation as well as trust and safety to ensure we
combat illegal activity and hate speech on our sites.
Mobile phones
Tablets
Laptops
Televisions
Cars
Motorcycles
Books
Fashion
Totals
Equivalents
Increasing accessibility
We offer ‘Dark Mode’ for iOS users, following
benchmark web content accessibility guidelines in
helping people with full-vision disabilities. The
Disability Employee Opportunity Centre in India
named OLX as an easy app for people with
disabilities to access.
OLX Romania has created a dedicated category
on its platform for job seekers with disabilities,
with job postings free of charge.
Promoting diversity and inclusion
We are committed to promoting diversity and
inclusion (D&I) across the OLX Group, because we
regard a diverse workforce and inclusive
workplace as a strategic competitive advantage.
We believe that solving customer problems and
unlocking hidden value becomes much more
possible when we have diverse opinions in an
environment where people can speak up.
Accordingly, we incorporate D&I into senior
management’s annual goals. We are also
proactive about improving diversity in our
workforce, including hiring practices, employee
development and rewards – ensuring we attract,
hire, retain and reward our people without bias.
Looking forward
Our purpose guides and inspires us. We shape the
future of trade to unlock the hidden value in
everything. We will continue to help our customers
get the most value out of what they have. We will
also help our teams and our people unlock even
more value in themselves and each other; we will
also keep on extracting as much enterprise value
as possible for our shareholders and stakeholders.
In 2020, the resale of certain products via our platforms potentially saved:
2020 impact report (calendar year)
Materials: kg
Energy (equivalent): GJ-eq
2 455 456
343 976
3 632 578
39 864 739
4 780 381 911
674 553 004
597 112
1 928 359
1 812 883
251 167
3 657 653
8 429 063
704 228 934
124 047 226
35 966
325 602
Water: m3
1 892 960
258 848
6 698 814
8 316 914
397 282 081
58 591 408
33 691
8 161 473
CO2 emissions (equivalent):
tonnes CO2-eq
124 413
17 588
232 332
586 840
49 419 918
8 623 397
1 592
24 633
59 030 713
5 503 757 135
842 788 494
481 236 189
The weight of over 71 million
washing machines
The yearly energy use of over
21 million US households
The yearly water use of over
1.1 million US households
Over 20 million passengers travelling
by plane between AMS and LAX
Note: The series looks at secondhand sales in the following categories: electronics (phones, tablets, laptops and televisions), fashion, vehicles (cars and motorcycles) and books. It’s then calculated how much energy, materials,
water, and emissions may have been saved through trading these secondhand products on our platforms, instead of buying new.
Naspers integrated annual report 2021
35
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Food Delivery
Transforming the way
people source, consume
and experience food.
REVENUE1 (US$’m)
2021
2020
TRADING LOSS1 (US$’m)
2021
2020
1 486
751
(355)
(624)
Performance highlights
Our core food-delivery businesses continued to
grow during the year. iFood performed well,
growing GMV by 148% and revenue by 205%
year on year (in local currency, excluding
M&A), and strengthening its position in Brazil.
Delivery Hero also had a strong year,
reporting €12.4bn in GMV and €2 472m
revenue from continuing operations for its
year ended 31 December 2020.
1 Presented on an economic-interest basis.
‘We are building a global leader in food delivery, focused
on providing the best possible experience for consumers,
restaurants and delivery partners. We continue to enhance
and innovate across our food-delivery platforms to lead
in transforming the way people source, consume and
experience food.’
Larry Illg
CEO, Food Delivery
The opportunity
Food delivery is an attractive sector for the group.
It addresses a core societal need and is executed
locally, which fits with our experience and
expertise. It remains an attractive long-term
investment with a global market potential of more
than US$330bn1 by 2022. This is especially true in
the high-growth economies we focus on. In these
markets, food accounts for a relatively high share
of total consumer spending.
We expect even more growth beyond 2022 –
the sector is in its early stages despite already
being sizeable.
In addition, we are on the cusp of a tech-enabled
shift in dining habits, with more meals being
delivered rather than home-cooked or consumed
in restaurants.
The hyperlocal nature of Food Delivery also fits
well with our strengths and strategy of partnering
with local entrepreneurs who understand their
local markets.
This in turn makes the food-delivery market less
susceptible to the potential entry of big-tech
players.
As yet, there is no global leader. We see signs of
potential for market consolidation and we want
to be at the forefront of those developments.
In addition, food delivery has high customer
engagement. Given its on-demand and high-
frequency nature, food delivery exhibits higher
retention rates than other verticals. This aligns well
with our focus on increasing customer satisfaction
at scale.
Building a global leader
We are a leading global investor and operator in
food delivery, having invested around US$5.54bn
in the sector with an internal rate of return (IRR) of
over 57%, based on sell-side analyst valuations.
We are present in over 69 markets, via direct
stakes in our three core companies – iFood, Swiggy
and Delivery Hero – as well as Wolt and Oda and
indirect investments that provide further insights on
the sector. In all, we cover over half the global
population and have recorded significant growth
across our portfolio.
Our journey in food delivery began with a US$2m
investment in iFood via Movile in early 2013. At that
time, iFood Brazil’s business was minuscule
compared to today (800 restaurants compared to
over 284 000 restaurants in some 1 200 cities).
Similarly, we first invested in Swiggy in 2017 when
it was present in only seven cities with 12 000
restaurants, compared to more than 155 000
restaurants in almost 500 cities today.
The evolving world of food delivery
Food delivery has changed dramatically in recent
years, and we believe it will continue to evolve.
In the early 2000s, food delivery started as a
relatively simple marketplace business model
(food 1.0). In recent years, own-delivery challengers
expanded food platforms (food 2.0), increasing the
selection of restaurants and raising consumers’
expectations for service. But that is only the
beginning. There are several exciting growth
adjacencies, including groceries/convenience
deliveries, cloud kitchens, private brands and
restaurant software that could expand the growth
profile and improve the ability of leading food
platforms to compete successfully (food 3.0).
The increasing importance of the
first-party model
Historically, the industry was dominated by the
capital-light marketplace model (third party or 3P),
where meals are delivered by restaurants.
GLOBAL MARKET POTENTIAL
US$330bn
by 2022
FOOD VS OTHER VERTICALS: CONSUMER SPEND SHARE
TOTAL CONSUMPTION PER CAPITA BY TYPE (2018) (US$’000)
41
27
24
6
4
1
40%
4%
22%
9%
19%
6%
USA
45%
5%
2%
13%
27%
8%
UK
41%
5%
5%
15%
23%
11%
37%
6%
9%
18%
15%
15%
33%
7%
5%
11%
31%
6%
5%
15%
22%
14%
22%
29%
Germany
Brazil
China
India
1 Source: Online food addressable market 2022E per Euromonitor
International Limited, consumer Foodservice 2019
Food and beverages
Housing
Transport
Healthcare
Apparel
Other
Naspers integrated annual report 2021
36
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Food Delivery continued
PERFORMANCE IN FY21
However, the 3P model does not address customer
needs fully in terms of range of restaurants and
delivery experience. Increasingly, the more
capital-intensive own-delivery model (first party or
1P) has come to the fore, driven by the increased
growth and value-creating opportunities it presents.
Our food-delivery businesses are well positioned
for 1P and they continue to build and invest in
this capability.
Using artificial intelligence and
machine learning
Another key advantage with 1P is that it creates
greater touchpoints and opportunities for using data
and applying AI and ML along the value chain.
We are making the most of AI- and ML-enabled 1P
across our food-delivery businesses to increase
efficiency, make deliveries faster and more reliable
– giving customers more choice and better service.
FOOD PLATFORMS’ EVOLUTION
year-on-year growth in revenue
98%
52%
year-on-year order growth
69
markets covering half of the
global population
Invested a total of
US$5.5bn
in food delivery
Driving change
Having identified the need to invest in own-delivery
capabilities early on, we have a long record of
building leading businesses in some of the largest
markets globally. We believe the opportunity in food
delivery is to disrupt and transform across the
supply chain, from how food is sourced to how it is
prepared and consumed, and that the impact of
this disruption is likely to have major societal impact.
We aim to be at the forefront of this transformation.
h
t
g
n
e
r
t
s
t
a
o
m
e
v
i
t
i
t
e
p
m
o
C
Food 1.0
Marketplace model
Good enough to capture most
obvious delivery-use cases
Strong unit economics
Food 2.0
Own-delivery model
TAM expansion via enhanced
restaurant supply
Higher customer stickiness
and frequency with better delivery
experience
Platform unit economics at scale can
match those of stand-alone
marketplace model
Food 3.0
Cloud kitchens + private
brands + multiple
occasions + multicategory
+ restaurant software
Plugging supply gaps and
enforcing best-in-class quality with
cloud kitchens and private brands
Higher customer stickiness
and frequency on the back of
multivertical use cases and
different meal occasions
exploitation
Higher merchant stickiness with
integrated restaurant software
Platform unit economics at scale
could improve further due to
better logistics coordination,
improved fleet utilisation
and full profit pools capture
iFOOD
cities covered
monthly orders
~1 200
~60m
35%
>280 000
own-delivery orders
restaurant partners
iFood order growth
100%
Brazil: order growth 100%,
60m monthly orders,
to 9.4m unique buyers from
272 000 active restaurants
in over 1 258 cities
1p
(“logistics”) business
has grown to more than
23m orders per month
iFood
Prosus has a 62.24% stake in iFood through Movile.
As a leader in Brazil, iFood is one of the largest
online food-delivery companies in Latin America
and has a strong presence via a joint venture
with Delivery Hero in Colombia.
Becoming part of people’s lives
The Covid-19 pandemic was the catalyst for true
transformation at iFood, changing it from a
convenience service to an important service for
restaurants and consumers. The focus became
primarily about how iFood could take care of its
community – delivery partners, restaurants,
employees, customers and wider society.
This meant that business performance and social
performance were fused, marking a step-change in
iFood’s commitment to positive long-term
sustainable impact. In practice, business growth
largely reflected the way iFood rose to the
challenge of the pandemic by prioritising its social
responsibilities as a leading corporate citizen.
By ensuring food delivery was safe all along the
chain, throughout the community of participants –
from customers to delivery partners to restaurants
– and by increasing the awareness and sense that
food delivery was safe, iFood created the foundation
for orders to grow at an unprecedented rate. iFood
entered the year with 34 million monthly orders, and
ended the year with some 60 million monthly orders.
Responding to the pandemic
When Covid-19 hit, iFood immediately made it clear
to the public that they could count on it to help them
through the crisis. Health, wellbeing and taking care
were at the centre of iFood’s new strategy.
Taking care of customers
For customers, this involved protecting and
informing people to ensure and emphasise the
safety of food delivery. iFood developed
contactless delivery and payment, and created a
website within 24 hours to answer questions and
reassure people.
Total addressable market (TAM) capture potential
Naspers integrated annual report 2021
37
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Food Delivery continued
Three pillars
iFood focused on three key pillars:
1
2
3
Feeding Brazil
Education programme
Sustainable delivery
Later in the year, iFood developed a
communication platform, Opening the Kitchen. This
enabled everyone to see and understand exactly
how the iFood platform works, for example, how
much delivery drivers are being paid. Being
absolutely clear and upfront helps build trust and
support with stakeholders.
In addition, iFood gave customers the option of
using their company-provided meal vouchers (a
common benefit in Brazil) on the app, so they could
continue using this benefit while working from home.
During the year, many new customers joined the
iFood platform, including older people ordering
online for the first time.
Taking care of communities
iFood implemented a number of initiatives to
help communities.
It introduced an in-app option to donate money to
fight hunger in Brazil, as part of each food order.
These donations support the NGO Ação da
Cidadania, which offers basic food packages to
socially vulnerable families in all Brazilian states.
To date, this has benefited 160 000 recipients.
In addition, ready-made meals are donated to
Central Única das Favelas (CUFA), a Brazilian
organisation that helps the socially vulnerable in
favelas, and to the Franciscan Solidarity Service
(SEFRAS), which supports homeless people. More
than 150 000 meals have already been distributed.
iFood also developed the “all at the table” initiative
that partners with other corporations to donate food
to individuals via organisations like SEFRAS, CUFA
and InCor. More than 80 000 meals were donated
in the most critical period of the pandemic in 2020.
Taking care of delivery partners
A tipping option in the app (not common practice
in Brazil) has been optimised to suggest larger
tipping amounts for riders.
iFood’s commitment to delivery partners extends well
beyond the immediate demands of Covid-19. The
average hourly earnings for iFood delivery partners
are significantly above the local minimum wage and
above the individual living wage in Brazil.
iFood is leading its peers by offering education to
delivery partners through online training modules.
Available through the delivery partner app, they
cover, for example, responsibility in traffic, work
equipment, society and personal development,
including financial literacy. Throughout the year,
54 000 drivers enrolled in the programme and 99%
would recommend it to colleagues.
iFood also leads the way in offering other valuable
benefits to delivery partners, through a programme
known as Delivery of Advantages. Delivery partners
are eligible for discounts with established partners
for motorcycle repairs, spare parts replacement
and mechanical support. iFood also offers
discounts with established partners for insuring a
motorcycle, mobile phone purchases and other
electronic goods.
The iFood driver loyalty programme continues to
grow, with more benefits offered to drivers who are
loyal to the platform. Through this programme,
drivers gain benefits linked to their vehicle, their
education and the wellbeing of their family/
dependants.
iFood Environmental,
Social and Governance
(ESG) initiatives
Avoided the
use of
4m
plastic items
48 000
restaurants enrolled
on management
support course with
9.5 average rating
IN-APP
DONATIONS:
>775 000
people in Brazil
received food
donations
1.93
tons donated in the
form of basic food
baskets
173 000
prepared meals
donated
54 000
delivery workers
enrolled on training
course
173 000
people benefited
from donation of loop
meals to support
homeless people and
truck drivers without
access to rest areas
on the roads
Todos a Mesa:
support for
19 800
small restaurants
580 000
people benefited
from donations of
basic food baskets
iFood provides health benefits to riders and their
families/dependants, with discounted rates for
medical appointments, online consultations,
laboratory tests and medication (up to 80% discount
of cost). The plan is free to join.
During the year, iFood focused on creating a new
mindset and way of working with delivery partners –
controlling the number of new drivers and planning
fewer drivers per order so that existing drivers could
enjoy a more stable, rewarding income. As a result,
average driver earnings per available hour rose 40%
and the number of average orders per driver nearly
doubled. This has opened the way for stronger
relationships that benefit all involved – drivers,
restaurants, customers and the business.
Taking care of restaurants
iFood focused on supporting the financial health of
restaurants during the pandemic. In particular, it
looked for ways to help with all-important cash
flow, by accelerating payments from 30 days to
seven days, for example.
It also reduced its commissions charged to
restaurants, supporting restaurants and local
heroes specifically with around US$44m. In
addition, it introduced a no-cost takeaway option.
In partnership with Escola Conquer, iFood offers a
free online course to all restaurants on topics such
as marketing and digital transformation, finance
and consumer trends to help partner restaurants in
difficult times.
Naspers integrated annual report 2021
38
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Food Delivery continued
Collectively, this support has been key in helping
thousands of restaurants to continue. In fact,
during the year, traditional high-end restaurants
discovered the benefits of iFood’s platform, as
have many smaller local restaurants across
different parts of the country. Around 50% of iFood’s
growth in the year came from small- and medium-
sized restaurants.
Taking care of employees
In response to the lockdown, iFood introduced a
“work from anywhere” policy for employees. iFood
already had a flexible hours policy, physical and
mental wellbeing programmes, a “dog day”
initiative (employees can bring their dogs to the
office), and a range of in-office wellness services.
In addition, iFood introduced further flexibility in its
benefits through a points programme, and offers a
subsistence allowance for in-app meal orders and
working-from-home costs.
The company also offers childcare assistance for
mothers and fathers, with extended maternity/paternity
leave. Appropriately, for a leading food-delivery
company, it offers free breakfast, barista coffee, and
fruits and snacks in the office throughout the day.
Taking care of society
As vaccines began to roll out globally, Brazil faced a
shortage of vaccines to distribute to its population. As
part of an initiative to help increase the quantity of
vaccines available, iFood donated BRL5m to the São
Paulo government for a factory to produce vaccines.
iFood was one of the biggest donors, along with other
Brazilian companies in different sectors. In addition,
iFood donated BRL5m to the federal government to
develop a vaccine production facility in Rio de Janeiro.
Innovating for everyone
iFood aims to innovate in ways that benefit
everyone involved. For example, it is pioneering
food deliveries by drones and robots to speed up
time to customers. In addition, 300 iFood boxes
have been installed in corporate and residential
buildings to provide secure, convenient collection
points for meals, groceries and other items. It also
supports delivery partners in using electric or
e-bikes through discounted rentals.
In addition, iFood is increasing recycling awareness
and behaviour via WhatsApp and QR codes on
packages. Users simply scan the code to initiate
a WhatsApp conversation that explains how to
properly discard each type of material.
Looking ahead, iFood plans to encourage best
practices in restaurants, for example, by creating
a green category on its app and a green
restaurants list and/or label.
Improving environmental impact
iFood initiatives to improve its environmental impact
include a reverse-logistics solution for its delivery
bags and guaranteeing the environmentally correct
disposal of obsolete bags. From 2020, all materials
are reprocessed instead of going to landfill, either
by powering energy plants or reusing the source
material.
Supporting D&I
iFood supports D&I in several ways, including
career-development programmes for minorities,
affinity-group committees and financial support to
transgender people for hormone treatment, surgery
and legal support to change their names. To
promote gender equality, iFood now offers a
leadership accelerator programme for women.
iFood has started to offer sustainable packaging in
its iFood Shop (the materials-purchase service for
restaurants) – plastic-free products made from
renewable sources such as paper, sugar cane and
cassava fibre. iFood Shop no longer sells
disposable single-use plastic items such as cutlery,
cups and plates.
In 2020, iFood started a pilot scheme for an opt-in/
opt-out option that gave customers the choice not
to receive unwanted disposable items like cutlery,
straws and cups. This also helps restaurants to
save money on purchases. Another pilot scheme
gives customers the option to replace plastic
packaging with biodegradable and other
sustainable materials.
The company has also introduced an AI training
programme, in which half of all participants will be
women, people of colour and driver participants.
‘ Our core business is about connecting
hungry people with restaurants and
restaurants with hungry people. We are
mastering data, technology and logistics to
make these connections in ways that work
well for everyone involved.’
Fabricio Bloisi
CEO, iFood
Naspers integrated annual report 2021
39
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Food Delivery continued
Swiggy
Prosus has a 41.19% stake in Swiggy – a leading
food-delivery platform in India, with an ambition to
become India’s “everything app”. Since our initial
investment in 2017, Swiggy has grown rapidly –
building its core 1P food-delivery business by
expanding to almost 500 cities; growing its supply
base to more than 155 000 restaurants; unlocking
the middle-class segment with curated low
average order value (AOV) offerings and
subscription/loyalty innovations such as Swiggy
POP, Swiggy Daily, Droppt and Swiggy Super; and
heavily investing in 1P infrastructure, vouchers,
marketing, product and tech.
Navigating the pandemic
Apart from the economic impact, the pandemic
and national lockdown affected the business in
several ways:
• Diminished restaurant supply due to government
policies and supply-chain disruptions.
• Shortage of restaurant workers and delivery
partners due to migrant workers returning to their
home villages.
• Higher percentage of customers relying on
home-prepared meals.
Swiggy is, however, operating at pre-Covid-19
levels in many respects, and above those levels in
several key areas. It has also improved unit
economics throughout the year.
Swiggy currently delivers food from more than
155 000 restaurant partners leveraging the network
of more than 160 000 couriers.
SWIGGY
~500
cities covered, adding a new city
every two days
160 000
own-delivery partners
Part of everyone’s everyday
Swiggy: Long-term consumer value proposition – transforming consumers’ lifestyles in unimaginable ways
07:00
09:10
13:00
16:00
19:00
22:00
23:00
Milk, freshly baked bread,
diapers, cold pressed juice
ordered from previous night
Swiggy Bike-Taxi
when running late
for meeting at 09:30
Working lunch
with Bowl Company
Daily fruit salad
from Swiggy Daily
Special birthday dinner
for Swiggy One customers
Night snacks – Swiggy Store
or Dark Pods for last-minute
convenience (eg chips,
ice-cream, beverages)
Remember meal
subscription
Naspers integrated annual report 2021
40
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Food Delivery continued
Delivery Hero
Prosus has a 21.1% stake in Delivery Hero, the
leading multibrand food-delivery platform with
a presence in 53 markets.
From January 2021, Delivery Hero became carbon
neutral for its Latin American operations. Delivery
Hero aims to offset 100% of the carbon footprint
generated by its operations worldwide by the end
of 2021. Since the start of its carbon neutrality
initiative, Delivery Hero has offset 215 378 tonnes
of CO2-equivalent by supporting a range of
environmental projects across the globe.
Expanding into grocery
Online grocery presents a large growth
opportunity, where structural category dynamics
are attractive (high frequency and average order
value) but online penetration is low compared to
other ecommerce categories. We have seen a
significant switch over the past year, with the
market’s transition to online accelerated by
the pandemic.
Grocery is second only to housing in global spend –
at an annual US$6.1tn, this is more than double the
total addressable market for restaurants. Online
penetration for grocery is still low – ranging from a
high of 9% in South Korea to 1–2% in the US, Canada,
Germany and Italy. However, growth is increasingly
rapid. There are strong synergies with our existing
food-delivery businesses, reflected by Delivery Hero,
Swiggy and iFood expanding into grocery.
DELIVERY HERO
Present in
markets
>50
215 378
tonnes of CO2-equivalent offset
Dmarts across
603
37
countries
Prosus in grocery delivery
• Delivery Hero is expanding aggressively into
grocery through its wholly owned Dmarts. It had
603 Dmarts across 37 countries by 31 March
2021. Also, in August 2020, Delivery Hero acquired
100% of InstaShop, an Instacart type business in
the Middle East and North Africa (MENA).
• In 2020, Swiggy launched grocery-delivery
services under the Instamart brand. Services are
currently available in Gurgaon and Bangalore,
with plans for expansion.
• The acquisition of SiteMercado in late 2020
helped establish grocery delivery as an integral
piece of the iFood ecosystem and allows the
company to make progress against its vision of
being a leading food destination platform in
Latin America.
• Just days after FY21 ended, Prosus invested
€100m in Oda, the leading online grocery
operator in Norway, currently serving 50% of the
country’s population in and around Oslo with
next-day delivery. The company offers freshly
baked goods and flowers, in addition to fresh and
processed foods, with its own last-mile delivery
service operating alongside 3P providers. Oda is
preparing an organic launch into Finland in 2021,
and expansion to Germany in 2022.
Looking forward
We will continue to grow our core food-delivery
markets and build adjacencies – local food-service
brands, grocery and convenience delivery, and
more. To drive growth, we will innovate with new
services and experiences. For example, we are
exploring dark stores – giving people an easy
way to order online and quickly receive everyday
convenience items at their door. We want to
play an ever-increasing part in leading the
food-delivery revolution for consumers, restaurants
and delivery partners around the world.
The Covid-19 pandemic has provided a significant
boost to the use of food delivery and online
grocery/convenience delivery during 2020 and 2021.
More people than ever before are now using online
delivery options for food. This is likely to boost
continued growth going forward. While the ultimate
impact of that boost is uncertain, what seems clear
is that early movers are the likely winners.
Naspers integrated annual report 2021
41
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Payments
and Fintech
Building a world without
financial borders where
everybody can prosper.
REVENUE1 (US$’m)
2021
2020
TRADING LOSS1 (US$’m)
2021
2020
577
428
(68)
(67)
Performance highlights
Payments and Fintech reached a new level,
driven by the pandemic-fuelled acceleration in
the adoption and use of digital payments across
our core markets. In Latin America, volumes
grew 69% year on year. Poland and Romania
were also very strong. In our core market of
India, volumes grew 42% year on year (in local
currency, excluding M&A).
1 Presented on an economic-interest basis.
‘The world of payments and credit is becoming increasingly
digital and we are proud to be leading in this transformation by
connecting consumers and merchants online – quickly,
securely, seamlessly – across high-growth markets around the
world. Our mission is to build a world without financial borders
where everybody can prosper.’
Laurent Le Moal
CEO, PayU
The opportunity
Payments is one of the most important and
fastest-growing areas in financial services
worldwide. Global payments revenues have grown
from US$1.9tn in 2018 to a projected US$2.7tn by
2023, with 60% of relative growth coming from
emerging markets. In addition, online payments
are expected to increase at double the rate of
offline payments.
Five fundamental trends are shaping the
payments industry:
1
Increasing growth driven by emerging markets
and the shift from cash to digital payments
The shift to digital payments is driven by high-
growth markets where cash use (currently over 90%
of transactions) is gradually being displaced.
PayU has a presence in five of the top 10 fastest-
growing markets, with very strong positions in
India and Turkey.
2 Increasing use of alternative payment methods
KEY TRENDS IN PAYMENTS
PayU operates in
20
high-growth markets, five
of which are in the top 10
growing markets
Global payments revenue
to reach
US$1.8tn
in 2024
In high-growth markets alternative payment
methods (APMs) such as bank transfers, cash-on-
delivery, wallets and local debit cards are
becoming the most common ways to pay and
are expected to command an 80% share of
transactions online and offline.
3 Accelerating consolidation to create global
players at scale
The payment industry remains fragmented but
is moving towards consolidation, enabling key
players to reach scale faster and establish
global positions.
4 Rise of “buy now pay later” as a new
credit category
2020 saw the “buy now pay later” (BNPL) credit
category becoming mainstream. This product
targets the underserved category of millennials
by providing them with easy instalments while
merchants benefit from increased conversion rates.
Global BNPL transaction volume is estimated to
grow 10–15 times to US$650bn–1tn by 2025.
Digital payments are expected
to overtake cash payments by
2022
in India
Adults without credit bureau coverage – regional % of population
Key trends in payments
2bn
underbanked people
with no access to credit
1
Increasing growth driven by
emerging markets and the shift
from cash to digital payments
2 Increasing use of alternative
payment methods (APMs)
3 Accelerating consolidation to
create global players at scale
4 Rise of ‘buy now pay later’
as a new credit category
5 Data-enabling new services
Naspers integrated annual report 2021
42
60%Latin America and Caribbean93%Sub-Saharan Africa88%Middle East and North Africa87%Southeast Asia63%Europe and Central Asia78%East Asia and Pacific Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Payments
and Fintech continued
India offers a large opportunity
in payments and credit
INDIA DIGITAL PAYMENTS1 EXPECTED TO REACH US$1tn…
US$1tn OF
PAYMENTS
VOLUMES
+28%
+25%
76
FY14
227
FY19
1 000
FY25F
...AND INDIA DIGITAL LENDING2 TO GROW TO US$450bn
US$450bn
CONSUMER
LENDING
+35%
+40%
75
FY19
14
FY14
454
FY25F
Source: Research BCG-Google Digital Lending Report
1 Digital payments include cards, net-banking, UPI and wallets.
2
Digital lending includes loans disbursed digitally at both online
and offline channels.
5 Data-enabling new services
We believe the next wave of growth and innovation
in payments will be driven by new services built
around alternative data sources and proprietary
models. By responsibly combining transaction
data with other data sets such as mobile, social,
government, and applying AI and ML capabilities,
we can develop new revenue models and
increase margins.
Our strategic priorities
To capitalise on these trends, our priorities are to:
• Double-down on India and build a financial
ecosystem around our payments and credit
franchise.
• Unlock value in our core payments business.
• Invest across fintech adjacencies and AI.
Building a financial ecosystem in India
India is a priority market for PayU, driven by the
strong macroeconomic environment, solid growth in
digital financial services and our leading position in
online payments. Around half of India’s 1.4 billion
people are under the age of 30. Over the next
decade, more than 100 million young, digitally
savvy Indians will join the country’s workforce and
consumer pool. Smartphone penetration, key
technology for payments, is estimated to reach
700 million in 2023. India’s digital payments
industry is expected to reach US$1tn in 2025, while
digital lending is expected to grow from US$75bn
at present to US$454bn by 2025.
PERFORMANCE IN FY21
>US$55bn
processed payment volume,
up 51% year on year (in local currency,
excluding M&A), 48% contributed by India
>10bn
data fields captured
>1.7bn
transactions, up 38%,
excluding Wibmo
>2.4m
loan transactions in FY21
PayU is in five of the top 10 fastest-growing payments markets
GROWTH OF DIGITAL PAYMENT TRANSACTIONS (CAGR 2015-2018)
52
44
34
30
22
15
15
10
10
10
India
China
Russia
Saudi Arabia
Indonesia
Argentina
Turkey
Korea
Mexico
Spain
PayU markets
Other markets
Focusing on payments in India
PayU currently has a strong presence in the
ecommerce vertical and has doubled volumes in
the past two years to ∼US$26.6bn. By making the
most of our position in ecommerce, we aim to
expand and establish leadership across all digital
payment segments in India, piloting omnichannel
solutions and focusing on serving consumers and
banks as well.
Focusing on credit in India
In India, we process more than 800 million payment
transactions with a total value of US$26.6bn, while
capturing more than 3 billion data fields on 100
million unique customers. Using this data, we aim
to scale our credit business. We have set the
ambitious goal of building a US$1.5bn loan book
and a profitable combined credit entity over the next
five years by combining PaySense and LazyPay. This
would make us the largest digital lender in the
country.
Unlocking value in our core payments business
Our core differentiation stems from our positioning
in fast-growing digital payments markets. Our
competitive advantage relies on providing access
to all local alternative payment methods and
higher conversion rates through our local platforms.
Last year, our broad geographic footprint and
focus on pure online payments worked to our
advantage as we benefited from a boost in digital
payments amid lockdown restrictions. Our core
markets of Latin America and Turkey grew 69%
and 45% respectively, based on volumes in local
currency terms.
To accelerate our growth, we look for targeted
acquisitions to integrate into our platforms and
deliver scale and efficiencies. Last year, for
example, we acquired Iyzico for US$134m, to
consolidate our position in Turkey’s high-growth
ecommerce market. We also completed the
majority acquisition of Red Dot Payments, for
US$48m, to expand our presence across the
dynamic Southeast Asia region. This transaction
gives us access to local payment processing
capabilities in the region and unique payment
solutions for the hotel and hospitality segment.
We are integrating Red Dot Payments into our
global hub to offer all existing merchants access
to the Southeast Asia market.
Both these transactions are at the heart of what we
are building at PayU – powering global merchants
through regional platforms. We will continue to
scan our current markets to identify local
champions that can bring us growth, profitable
revenues and great teams. We will explore
opportunities for global consolidation.
Naspers integrated annual report 2021
43
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Payments
and Fintech continued
Investing across fintech adjacencies and
artificial intelligence
While over 70% of our capital investment has been
in our core business of payments and credit, we
will continue to invest in other fast-growing fintech
segments and AI-driven innovative companies.
We will look for leaders in their spaces that fit well
with our strategy. Our minority stake (24.12%) in
remittances pioneer Remitly, illustrates this approach.
We will invest selectively to build an ecosystem in
India by targeting leaders in key fintech consumer
segments, such as wealth management, insurance,
robo-advisory and card-issuing services. This
execution approach is aligned with our past
investments into Fisdom and DotPe, two leading
companies respectively in the wealth management
and omnichannel spaces in India. We will build a
common distribution and data platform to strengthen
our access to alternative data sources and build
new products that are not just transactional, for
example, credit scores. We will also continue to look
for the right partner in the digital banking sector. In
addition, we will invest in AI-led companies with
unique data access and capabilities.
A transformative year
With the challenges and changes resulting from the
Covid-19 pandemic, it was a transformative year for
the digital payments industry. There was a big
acceleration in adoption and growth across the
industry as a whole and we saw significant growth
across the majority of our markets. In Latin America
volume grew 69% year on year. Poland and
Romania were also strong. With the hard lockdown
in India early in the year, we initially saw a 35%
decline in volumes, then a sizeable recovery, and
we achieved a 42% increase (in local currency,
excluding M&A).
We believe this step-change in adoption of digital
payments is here to stay, and we are looking to
capitalise fully on it in line with our mission to
create a world without financial borders where
everybody can prosper.
Helping businesses move online
The pandemic triggered the need to support the
accelerated transition from offline to digital. Faced
with hard lockdowns, many businesses had to
move online to survive. Partnering with companies
such as Shopify, we conducted targeted campaigns
to enable small- and medium-sized enterprises
(SMEs) to move online. We developed initiatives
to educate SME merchants on how best to digitise
their business, and ensured our onboarding
process was seamless to get them started
online quickly.
This has been especially successful in Latin
America and India. During the year, we helped
around 70 000 SMEs begin trading online for the
first time in India, Colombia and Poland.
Collecting donations during the pandemic
We implemented a number of initiatives to provide
much-needed support for those in need during
the pandemic:
• We collected online donations for non-
governmental organisations (NGOs) supporting
Covid-19 relief projects, doing the online
processing at no cost.
• In our Matching May campaign, PayU matched
any employee donation to double the support.
• The PayU Twenty challenge combined feeling
good and doing good. To promote employee
wellness with social investment, PayU donated
every time an employee completed a Twenty
challenge of their choice, such as 20 minutes of
physical exercise or a 20-mile run.
Innovating for customers
The pandemic changed consumer behaviour in
many ways. For example, even when people went
offline to make payments, they preferred not to use
cash. In India, this translated into increased use of
our omnichannel solution.
Continuing to focus on credit
We managed our credit business carefully during
the year, navigating the challenges of the
pandemic and hard lockdowns in India. Our priority
was taking a responsible approach to lending, for
the business and our customers. As such, we
continued to offer short-term transactional loans,
while curtailing our new instalment loans. We used
that time to revamp our credit offer – particularly
the entire user experience and expanding our
product range. As a result, we relaunched with an
enhanced offer, including an updated app and
new products like BNPL.
Going from strength to strength in Turkey
Our acquisition of Iyzico in 2020 has been a
success, with this company’s technology and
platform proving to be the right solution at the right
time for the market. As planned, we are
strengthening our position in Turkey’s high-growth
ecommerce market, which has recorded a
compound annual growth rate (CAGR) of 30% from
2014 to 2017. Turkey has a large contingent of
global merchants and is now our second-largest
market in the Europe, Middle East and Africa
(EMEA) region. By integrating Iyzico with PayU, we
are able to leverage existing relationships with
global merchants and Iyzico’s product capabilities
to drive cross-border volume.
to optimise data internally, for example, by
increasing the effectiveness of fraud detection and
prevention or improving the customer experience.
We also look to optimise it externally, to help
merchants target and serve their customers more
effectively, for example. Accordingly, our data team
now takes care of both payments and credit
requirements, so that we leverage the data present
in both businesses. To underpin this coordinated
approach, we are working on a global data hub
that will standardise available data from all our
businesses to apply the best possible AI and ML.
Supporting D&I
PayU is actively driving D&I, and has further
developed associated programmes. This started
with gender diversity and we have made good
progress on four pillars: creating awareness and
breaking stereotypes; refining the talent acquisition
process; focus on developing and retaining female
talent; and improving infrastructure to support our
employees.
Analysing the whole system
We have significantly enhanced fraud detection
and prevention – going from analysing a selection
of data points to now using ML to quickly and
effectively analyse the whole system. Quicker,
better fraud detection means improved security,
peace of mind and trust for consumers and
merchants, which is good news for us.
Innovative, responsible use of technology
and data
Innovative use of technology and data, especially in
the growing credit business in India, lies at the heart
of our focus on removing financial borders and
enabling digital inclusion. At the same time, the
responsible and ethical use of data and underlying
decision models is paramount. PayU has instituted
a formal responsible AI framework, with experts in
data, credit, privacy and risk working closely
together on this as a cross-functional team.
We have added to the breadth and depth of skills
and capabilities in AI and ML across both
payments and credit, and are constantly looking to
leverage data and AI to keep our platforms,
merchants and customers safe and our ecosystem
running as efficiently as possible. We look for ways
Building an ecosystem for
merchants, banks and lenders
Goods
MERCHANT
#1
payments
platform
BANKS
TRUSTED
TECH
PARTNER
CONSUMER
#1
alternate
lender
Naspers integrated annual report 2021
44
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Undertaking environmental initiatives
During the year, PayU businesses undertook
multiple environmental initiatives. In India, for
example, PayU sustainability champions are
leading measures such as switching off artificial
lights and using natural light; choosing energy-
efficient light bulbs; switching off equipment when
not in use; printing only when necessary; and
controlling heating and cooling.
Waste-reduction initiatives include using ceramic
instead of plastic plates; looking for partners to
remove food waste; using fewer rubbish bags; and
wherever possible, buying second-hand equipment
or leasing equipment rather than replacing it
frequently.
Looking forward
Our strategy is focused on realising our mission
to build a world without financial borders where
everybody can prosper.
Accordingly, we will continue to establish PayU as
a leading, full financial services provider in India.
We aim to be the number one payments and digital
credit provider in this vibrant fast-growing country.
To underpin our leadership, we will position our data
platform at the centre of India’s fintech ecosystem.
We will also focus on being the number one
payments company in our other growth markets,
consolidating payments in existing markets, and
expanding into new growth markets.
At the same time, we will continue to invest across
fintech adjacencies and AI to build an ecosystem.
Payments
and Fintech continued
Financial prosperity
barometer – key findings
Over 75% of respondents
believe that financial
services can help
people plan for
future prosperity
60% of respondents feel
financial services have
already helped them to
become more prosperous
50% of people in the
countries surveyed believe
you cannot be prosperous
without access to financial
services
For over 30% of respondents
‘being happy with your life’
and ‘good health for friends
and family’ are the key
characteristics for defining
‘prosperity’
Only 25% of respondents
feel that ‘being wealthy’ in
itself is necessary
for prosperity
Nearly one in 10 (9%)
respondents declare that
they don’t have access to
any major financial service
During the year, we extended this focus to make
PayU fully accessible to people with disabilities,
both employees and customers. We are also
partnering with the Prosus social impact challenge
for accessibility (SICA) in India to mentor start-ups
developing innovative solutions to help people
with disabilities.
Focusing on employee wellness
We introduced Uthrive – an online wellness initiative
for employees with a special focus on Covid-19-
related needs. This comprehensive programme
includes training and awareness components
provided through digital channels. Other initiatives
include advice and support in improving work-life
balance, and an employee assistance programme
that offers free counselling, legal and financial
consultation, and crisis-intervention services to all
our employees and their dependants.
Improving employee engagement
and satisfaction
Targeted actions in recent years have improved
employee engagement and satisfaction.
Participation rates in our global employee survey
have increased year on year, to 92% in FY21. Our
engagement score for the year improved to 74%
(2020: 69%).
Training and developing our people
All our training moved online due to lockdowns, so
we used MyAcademy as much as possible. This
included introductory AI sessions and developing
the PayU leadership framework.
Investing in social projects
We were particularly active with social projects in
Latin America during the year. Supported initiatives
included Proyecto Guajira, helping children from
indigenous communities in the north of Colombia to
go to school; Fundación Ecosueños, sheltering
immigrant children; and Fundación sin Limites
where volunteers help children to improve their
school performance.
Naspers integrated annual report 2021
45
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Etail – eMAG
Giving customers across
Central and Eastern Europe
the best etail experience.
REVENUE1 (US$’m)
2021
2020
TRADING PROFIT/(LOSS)1 (US$’m)
2021
2020
2 248
1 362
80
(17)
Performance highlights
eMAG continued to strengthen its position as
a leading etailer in Central and Eastern
Europe, growing revenues 54% (in local
currency, excluding M&A) and becoming
profitable in terms of trading profit for the first
time.
1 Presented on an economic-interest basis.
‘We focus on providing our customers with a best-in-class
experience in selection, value and convenience. This deep
customer commitment is at the heart of our strategy to build
the largest ecosystem of technology and hybrid (1P/3P)
ecommerce platform in Central and Eastern Europe. It drives
us to keep delivering, innovating and growing for our
customers.’
Iulian Stanciu
CEO, eMAG
The opportunity
The etail opportunity across Central and Eastern
Europe is substantial. eMAG’s geographies promise
robust growth. These broader growth trends
combine with a relatively low level of etailing.
Ecommerce penetration in Romania is just 7%
compared to 15% in the US and 26% in China.
Rates in Hungary (5%) and Bulgaria (3%) are
similarly low. The ecommerce sector is expected to
grow by 15% annually in Romania, 8% in Bulgaria
and 12% in Hungary.
An ecommerce leader in Central and
Eastern Europe
eMAG is dedicated to becoming Central and
Eastern Europe’s leading online retailer. The
company operates a first-party/third-party (1P/3P)
business-to-consumer (B2C) ecommerce platform in
Romania, Hungary and Bulgaria under the eMAG
brand, and a leading fashion-shopping destination
in Romania under the Fashion Days brand. In
addition, eMAG operates Sameday (courier
delivery), PC Garage (specialised online retailer
focused on gamers), Depanero (repair service) and
Conversion Marketing (performance marketing). In
2019, it acquired a 54% stake in EuCeMananc, a
food-delivery platform in Romania, rebranding this
as Tazz by eMAG in 2020.
Growing profitably
eMAG had an excellent year, with growth in all
business units and group revenues growing by 54%
to record eMAG’s maiden profit. Demand
increased sharply following lockdown in March
2020 and the quality and scalability of its
operations enabled it to respond rapidly and
effectively.
eMAG had laid the foundations for success well
ahead of the pandemic. It had started to broaden
its product lines as part of its strategy to compete
across all general merchandise categories. So,
alongside its traditional strengths in technology and
consumer electronics, eMAG was accelerating in,
for example, home and garden as well as
consumables. Demand for products across all
categories increased over the year, while eMAG
added new categories to meet demand: dry food,
beverages and medical products.
OPPORTUNITY
7%
Ecommerce penetration in Romania is just 7% vs
15% in the US and 26% in China. Rates in Hungary
(5%) and Bulgaria (3%) are similarly low
15%
Ecommerce expected to grow by 15% annually in
Romania, 8% in Bulgaria and 12% in Hungary
Donating face masks to frontline workers
In eMAG’s core market of Romania, there was
huge demand for face masks and other medical
products as the pandemic hit. eMAG rose to the
challenge by quickly sourcing and bringing these
items into the country. Working with partners, the
eMAG Foundation donated more than four million
masks and other PPE to frontline workers in
Romania.
Sourcing and selling face masks at cost
In the early uncertain days of the pandemic, prices
for face masks rose sharply. eMAG responded by
making high-quality masks available on its platform
at cost.
Continuing to improve the customer experience
eMAG aims to keep improving the customer
experience through three strategic initiatives:
enhancing its own delivery courier business
(Sameday) with a network of Easybox – automated
parcel lockers; expanding its Fulfilment by eMAG
model; and expanding its showrooms.
Naspers integrated annual report 2021
46
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
eMAG PERFORMANCE IN 2021
Revenues grew
54%
1 000
eMAG lockers throughout Romania
and became profitable for the first time
Etail – eMAG continued
Improving the customer
experience even further through:
Same-day courier business
Automated parcel machines
(lockers) roll out
Fulfilment by eMAG model
Showrooms
Fulfilling orders for third-party partners
The company has doubled down on its Fulfilment
by eMAG model, where it manages delivery
logistics for 3P partners. This enables eMAG to
ensure delivery quality for customers and deepen
relationships with merchants.
Expanding in food delivery
In 2019, eMAG bought 54% of food-delivery
platform EuCeMananc. To meet the rapid
pandemic-driven rise in demand for food delivery
in the 2020 calendar year, eMAG accelerated its
expansion plans by two years. The business was
rebranded, becoming Tazz by eMAG, and the
range expanded beyond food to include
supermarket and other deliveries. Tazz by eMAG
has quickly become one of the leading food-
delivery operations in Romania.
Increasing Sameday deliveries
eMAG continued to build its Sameday courier
business, which aims for a 99% on-time delivery
rate. During the year, Sameday grew 148%,
meeting increased demand for deliveries from
eMAG and other businesses. We also expanded
Sameday into Hungary.
Non-contact delivery for Sameday was one of a
number of measures introduced to ensure the safety
of customers and couriers in the Covid-19 era.
Growing the Easybox network
To ensure customers have a full suite of delivery
options, Sameday is deploying automated lockers
(Easybox), giving customers 24/7 service, pick-up
flexibility and over 99% on-time delivery rates.
These lockers have cost advantages and are more
environmentally friendly by reducing the need to
deliver to multiple individual addresses.
Sameday continued to expand the Easybox
network in Romania, from 300 to 1 000 lockers by
the end of the financial year. They also started an
Easybox network in Hungary, which already has
100 lockers. Currently, around 20% of eMAG
deliveries go via Easybox, and that percentage will
continue to increase, enhancing customer
convenience and business efficiency while reducing
environmental impact.
As well as expanding the network, eMAG
continued to enhance the service, for example, by
introducing customer returns via lockers. Customers
can return items when they like and, the moment
they close the locker door, their money is
electronically refunded. Called ‘magic return’, this is
quicker, safer and greener – a good example of
improving everyday life.
Naspers integrated annual report 2021
47
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Etail – eMAG continued
Innovating for customers
To help the many fashion businesses facing
the pressures of lockdown, eMAG opened up
its Fashion Days platform to make it easy for
offline businesses to move online fast. This
included creating a dedicated channel for
Romanian designers.
eMAG also launched Genius, its premium
subscription service for customers. With Genius,
customers can order as late as midnight for
next-day delivery.
Building a next-generation warehouse
To further strengthen its distribution and fulfilment
capabilities, eMAG has invested in a next-
generation warehouse at its regional hub in Joița,
Romania. The new warehouse will open in the
second half of the 2021 calendar year. Featuring
state-of-the-art technology, the new facility will
increase the speed and efficiency of handling the
broad range of products eMAG now offers.
Going green
The new warehouse will be fully powered by green
energy, via its rooftop 1.5MW solar panel grid.
eMAG has opted for a 100% green energy contract
for its other warehouse – reducing carbon
emissions from purchased electricity.
As part of developing the new warehouse, eMAG
constructed a connection to the highway that will
benefit the whole community. In addition, it will
carry out an afforestation project on a 10-hectare
area to improve air quality for employees and the
community living close to the new warehouse.
Sameday continued to invest in its green delivery
fleet, replacing conventional fuel vehicles with
electric ones to achieve its goal of having 100
e-vehicles by the end of the 2021 calendar year.
Reducing waste
To reduce waste, eMAG replaced cardboard
boxes with metal cages to transport parcels in bulk.
Pallets are now being reused and, when possible,
orders from vendors are consolidated. In addition,
eMAG further increased the use of recycled paper
instead of plastic (bubble) packing material, to
protect customers’ items in transit in an
environmentally friendly way.
Learning and development
From functional development programmes
designed for each team in eMAG to leadership
and talent growth initiatives, the company is
constantly developing new ways to meet learning
needs. During the year, eMAG launched the third
edition of Future25, a Yale executive programme
for its top 50 leaders, a new leadership
development programme, an internal trainers’
community, a new mentoring programme and
two career-coaching events.
Supporting diversity, equity and inclusion
At 43% compared to 25%, eMAG’s gender diversity
score is above that of the digital industry, and has
increased 1.2% year on year. In its technology
teams, eMAG is above the market benchmark,
at 31% versus 22% for the Romanian technology
industry.
To improve diversity further, eMAG partnered with
an organisation facilitating Romania’s digital
transformation to empower women who choose a
career in the digital field. The company targets an
increase of women in management roles from 31%
to 40%. This initiative includes more diversity metrics
in recruitment funnels to better track progress.
Focusing on health and safety
eMAG’s intensified focus on health and safety was
driven by Covid-19. Couriers are given masks and
sanitiser, and customers are encouraged to have
their products delivered using cashless payment.
Around 40% of transactions in Romania are now
prepaid online, a significant increase from previous
years. eMAG and Sameday also used their
websites and YouTube channels to improve
awareness of safety issues such as using
masks correctly.
Looking forward
eMAG aims to continue developing at pace
by developing existing businesses. Through its
new eMAG Ventures, it will also explore support
for promising start-ups – investing and sharing
its experience and know-how. Through existing
businesses, eMAG aims to excel as the leading
ecommerce platform in Central and Eastern Europe.
Investing in the eMAG Foundation
eMAG continues to invest in its foundation to
support its social responsibility initiatives. The
foundation focuses on three pillars: community
support for teachers and students; the We Care
About programme for children at risk of dropping
out of school; and the 140 Beats per Minute
programme to encourage physical activity for
children. For the 2020/21 school year, We Care
About established 46 after-school centres, and
reached over 1 228 students and 194 teachers.
Donating in response to the pandemic
In response to the Covid-19 crisis, eMAG and its
partners started the #DonateForFirstLine initiative
to encourage support across Romania for frontline
healthcare workers. eMAG donated several million
lei, and donated IT equipment to the national
centre tasked with Covid-19 crisis management
in Romania.
Naspers integrated annual report 2021
48
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Etail –
Takealot group
Now a closely integrated
platform of three leading
ecommerce businesses
continuing to grow and
innovate in South Africa.
REVENUE1 (US$’m)
2021
2020
TRADING LOSS1 (US$’m)
2021
2020
606
392
(7)
(43)
Performance highlights
The Takealot group had a very strong year,
accelerating growth in all its businesses.
Takealot group revenue increased by 65% year
on year and negative trading margin was 1.2%
in 2021, compared to 11% in 2020. GMV grew
84% year on year (in local currency, excluding
M&A). Takealot.com, the general ecommerce
business, had its first profitable year.
1 Presented on an economic-interest basis.
‘Although the pandemic brought about significant operational
challenges, all three businesses have performed remarkably well
while ensuring the safety of both employees and customers.
We believe that the shift towards online is a permanent one,
accelerating the development of all our businesses by up to three
years. We have an enabling platform that contributes to the
South African economy and we are proud to do so.’
Kim Reid
Founder and CEO, Takealot
The opportunity
South Africa’s ecommerce sector continues to show
considerable promise and momentum. Although
the sector has grown significantly throughout the
year, South Africa remains one of the lowest-
penetrated of the top 50 retail markets in the world
when measuring ecommerce as a percentage of
total retail. Today, online retail makes up just 2.6%
of total retail compared to territories like China and
South Korea that have already exceeded 30%.
The ongoing potential for growth in online retail
remains apparent.
South Africa’s leading etailer
The Takealot group in South Africa includes three
major businesses: Takealot.com (general online
retail), Superbalist.com (apparel, footwear and
homeware) and Mr D Food (food-delivery
business). The group remains focused on placing
the customer at the centre of its universe.
Supporting the country
To support the country during the pandemic,
Naspers donated R1bn of PPE. Takealot
participated in sourcing and executing local
delivery of this PPE to hospitals, government
institutions and frontline workers.
Handling increased volumes
With people locked down and buying from home,
business accelerated. May 2020 was Takealot’s
record month at the time, and set the tone for the
rest of the year. The business went from being
geared primarily for seasonal peak volumes in
October, November and December to handling
growth month after month. All the businesses have
been brought forward by two to three years in
terms of growth.
Takealot grew 80% year on year, Mr D Food 117%
and Superbalist 45%.
Providing essentials
When South Africa went into full lockdown from late
March 2020, Takealot began delivering essentials
through its Takealot.com and Mr D Food (Mr D)
businesses. This involved running warehouse and
logistics infrastructures safely and effectively in the
uncertain, highly pressured early days of the
pandemic and throughout the year.
Improving customer service and satisfaction
As well as handling the substantial increase in
volumes, Takealot improved operational
performance, with November and December 2020
being record peak-season months operationally.
Takealot measures business on a number of fronts,
including on-time delivery and Net Promoter
Score (NPS).
In December 2019, for example, Takealot recorded
4.5% late deliveries to customers, while in
December 2020 this was down to 1.3%. Its NPS
score for the year increased from 73 to 77.
Increasing click-and-collect
Takealot expanded its network of click-and-collect
points during the year from 45 to over 80.
Combining convenience and safety, this is an
attractive option for customers.
Strengthening Mr D’s leadership
Mr D consolidated its position as South Africa’s
leading food-delivery business, growing orders by
117%. Some of this growth came from expanding
beyond food deliveries, for example, to deliver
essentials such as medication from pharmacies,
and everyday items from convenience stores
and petrol station forecourts.
OPPORTUNITY
63%
South Africa’s low rates of internet penetration
(63%*), and online retail penetration (1.4%*)
leave considerable scope for consumers to
migrate from offline to online
21%
From 2019 to 2023, this migration is expected to
drive 21% annual growth in online retail.
*In 2019 according to Euromonitor
The foremost priority, then as now, was to protect
staff and customers as Takealot continued to
deliver the essentials people needed. Measures
ranged from providing all staff with PPE to regular
testing, nurses on site and implementing
contactless deliveries. During the year, the Takealot
group distributed over 7 000 surgical masks, 19 000
cloth masks and 50 000 litres of hand sanitiser for
free to all drivers. This was in addition to our
support for country initiatives and PPE provided
to those directly employed by the group.
Working remotely
Takealot also had to switch to remote working,
notably enabling its 600 call centre staff to continue
supporting customers from home. This was a major
task, carried out successfully. Beyond the pandemic,
it has laid the foundation for continued expansion
without having to invest in the same level of office
space for call centre staff traditionally required.
SOUTH AFRICA ONLINE RETAIL FORECAST (US$’m, EXCLUDING INFLATION)
21% CAGR
1 054
1 241
1 483
1 781
2 689
2 171
FY18
FY19
FY20
FY21
FY22
FY23
Source: Euromonitor
Naspers integrated annual report 2021
49
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Etail – Takealot group continued
Restaurant deliveries were inevitably affected by
the full lockdown. In these difficult times, Mr D
supported many of its restaurant partners by
lowering its commissions, and raising over R4.1m
for restaurants through the novel Covid-19
contribution feature in the Mr D Food app.
The general culture of ordering online for home
delivery in South Africa has undoubtedly been
boosted by the pandemic, and Mr D is well placed
to continue meeting this growth in demand.
SnackMe
During the year, Mr D launched an innovative social
food-gifting service, SnackMe. An instant hit with
customers, SnackMe allows them to send and
receive food gifts (vouchers) with quirky
personalised messages, redeemable at any
restaurant on the Mr D app. Mr D users can also
send gifts to non-users. Users can invite friends and
accept friend requests. And a social-gifting feed
allows users to see which of their friends are gifting
each other. This is a popular new way for people
to share their love of food, and friends.
Continuing to grow Superbalist
Superbalist had a strong year, delivering
substantial growth. The expansion of its private
label portfolio remains a key focus, with an
ongoing drive to source from local suppliers.
Hiring more employees
While many companies in South Africa buckled
under the impact of the pandemic – retrenching or
restructuring operations, employing fewer people
– Takealot continued hiring over the year, providing
security of employment for more people and
continuing to contribute to the South African
economy and job creation.
Supporting drivers
Driver numbers doubled to almost 10 000 during the
year. In tough times, Takealot provided a valuable
source of work. It also provided financial support
when lockdown prevented drivers from working.
A dedicated fund made payments to drivers during
the initial hard lockdown, from March to April 2020, to
replace lost income. After restaurants were allowed
to reopen, the fund remained in place for the benefit
of drivers who could not work because they had
contracted Covid-19 or were self-isolating after
potential exposure. Over the year, R13.8m was
paid to support drivers.
Takealot prioritises the welfare and safety of
drivers. For example, it has always monitored driver
earnings in the franchise network to ensure these
are fair. Currently, drivers who contract to the
franchise network full-time, on average earn
significantly above the minimum wage after taking
drivers’ costs into account.
Drivers are given high-visibility safety vests and
helmets at heavily subsidised prices. In addition,
during extreme or unsafe weather conditions,
delivery areas are deactivated until conditions
stabilise and drivers are not expected to make
deliveries during this time. Similarly, if there are any
non-weather-related threats to driver safety,
delivery areas are also deactivated.
Personal injury, death or disability insurance is in
place for all drivers performing deliveries for the
Takealot group. The insurance benefits include
lump-sum payments and coverage of medical costs
where applicable.
Takealot’s franchise network offers drivers access to
a rent-to-own bike scheme, enabling those without
transport to lease subsidised bikes. There are
currently 600 drivers signed up to this scheme and
they will own their bikes after three years.
TAKEALOT PERFORMANCE IN 2020
3P GMV accounts for
of total GMV
46%
R8.5m
customer donations facilitated by Takealot
at checkout to Beautiful Gate, an
organisation dedicated to helping
family welfare, based in Cape Town
Helping businesses
The Takealot.com marketplace allows sellers to
enable themselves digitally. During lockdown, this
marketplace provided an easy route for many
small- and medium-sized businesses to continue
trading and growing. The Takealot.com
marketplace remains one of the many available
routes to market for any business wanting to
digitally enable itself and an easy go-to market
channel for those struggling to list products in
conventional retail.
Continuing to focus on AI and ML
Takealot expanded its AI team over the year. The
focus is on consolidating the team to undertake
centralised AI and ML projects across the
businesses. A new head of data is working closely
with the AI team to organise data so it can be
better used for AI and ML in the future.
Mr D Food app launches social
gifting feature SnackMe
AI and ML are being used to increase efficiencies
and enhance customer service and satisfaction.
During the year, for example, Takealot implemented
review moderation (to ensure content is relevant
and suitable) using AI models to automate and
speed up the review process. Reviews that used
to take 14 days can now be completed in less
than a day.
Takealot has also implemented personalised
restaurant recommendation models on Mr D,
increasing conversion and engagement.
Investing in local businesses and people
Takealot undertakes various broad-based black
economic empowerment (BBBEE) initiatives. For
FY21, these included bursaries to 10 software
engineering students; R1.3m in funding to three
Takealot delivery-team franchisees to expand their
operations; and sponsored learnerships for 90
participants, including 30 people with disabilities.
Naspers integrated annual report 2021
50
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Etail – Takealot group continued
Donating to Naspers Labs
Takealot donated R1m of laptops, USB dongles
and other learning equipment to Naspers Labs to
help disadvantaged young South Africans continue
with their learning through the pandemic, and gain
the skills they need for the futures they deserve.
Making it easy for people to donate
Takealot has a long-standing relationship with
Beautiful Gate, which supports the welfare of
underprivileged families in Cape Town. Whenever
someone checks out on the Takealot site, they have
the option to donate to Beautiful Gate. Around
R100 000 was donated in the first year of the
partnership, rising to R4.8m in FY20. In FY21, this
almost doubled to R8.5m.
Ongoing environmental initiatives
Environmental initiatives include using 100%
recyclable packaging, with paper not plastic voids.
An updated transport fleet of newer, larger, more
energy-efficient vehicles also saves money and is
better for the environment.
More energy-efficient LED lighting is being
introduced in distribution centres. In addition, where
possible, Takealot uses seafreight rather than
airfreight, which is more cost efficient and
environmentally friendly.
Looking forward
All three Takealot group businesses have shifted to
a new level. The aim is to grow, continuing to build
in a market that is now significantly more attuned to
ecommerce. Total South African online retail sales
are currently 2.6% of the total retail market. Takealot
now predicts that to grow to 11% over the next
10 years.
To make the most of this opportunity, Takealot is
concentrating on its logistics platform to ensure that
more and more packages are delivered through
this platform, known as the Takealot delivery team.
Currently, Takealot completes 89% of deliveries
through its own systems and network, rather than
using third-party couriers. The aim is to continually
increase this percentage as it has proven the
most reliable and efficient means of delivery for
the group.
Takealot.com will continue to expand into a greater
range of product categories, including deeper
selection in auto, home goods and DIY, offering
customers more of what they seek online.
Takealot.com will also expand its marketplace and
improve its offer for third-party merchants. Currently,
around 46% of the company’s GMV is through
third-party merchants, and the aim is to increase
this to over 50%. As such, Takealot will provide
additional tools and services to merchants to
enable them to manage their businesses more
easily and effectively on its platform.
In the year ahead, Superbalist will focus on
expanding its private label offering, building on
its inhouse fashion design and manufacturing
capability.
Mr D will continue to scale its core food-delivery
business and offer an expanding range of other
home-delivery options for customers.
‘ We have an enabling platform
that contributes to the South
African economy and we are
proud to do so.’
Kim Reid
Founder and CEO, Takealot
Naspers integrated annual report 2021
51
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Ventures
Identifying and investing in
the next waves of group
growth.
REVENUE1 (US$’m)
2021
2020
TRADING LOSS1 (US$’m)
2021
2020
168
99
(48)
(57)
Performance highlights
During the year, we continued to focus on our
core areas of investment, notably Edtech, the
group’s new core segment with effect from
1 April 2021, and India. In all, we invested
US$89.6m in five edtech companies in FY21.
1 Presented on an economic-interest basis.
‘We focus on identifying the waves of innovation that are
tackling big societal needs enabled by technology. To this end,
we make carefully considered and targeted risk-adjusted
investments, and enable the waves to get bigger.’
Martin Tschopp
CEO, Ventures
The opportunity
There are many opportunities for technology to
improve everyday life for people around the world
and we focus on two key factors when evaluating
where we partner with innovative businesses. One,
we focus on the countries and markets where these
opportunities are biggest, such as India, Southeast
Asia or Mexico, which have large fast-growing
populations and a rising middle class. Two, we
narrow in on the sectors where technology has the
greatest opportunity to transform consumer
behaviour for the better. Exciting examples of this
are educational and agricultural technology.
Education is essential for progress and people
need to eat; there is great scope to revolutionise
how both these basic human needs are met
through today’s fast-advancing, data-driven AI- and
ML-enabled technology.
Identifying and building the next wave
for the group
Ventures partners with entrepreneurs around the
world to build leading technology companies in
high-growth markets. Our goal is to identify the
next phase of growth for the group, by identifying
trends, technologies, themes and geographies to
select investments with the potential to experience
significant growth in the coming decades.
By 31 March 2021, we invested a total of US$1bn
into 25 companies worldwide, across education,
health, agriculture, elder care, blockchain, logistics,
mobility and more.
In keeping with our role of cultivating future core
group segments, we split out the Ventures
companies focused on education into a formal
Edtech segment on 1 April 2021, similar to
graduating Food Delivery from Ventures as a
core segment in 2019.
Targeting winners
Each year, we formally meet hundreds of
companies, but invest only in a select few.
This highly discretionary approach helps us target
the next generation of outstanding entrepreneurs
and businesses.
Creating the next core segment – Edtech
Education has been a key focus area for us for a
number of years. It is a US$10tn global market that
is still fairly untouched by technology. We are
galvanised by the opportunity to make great
education universally accessible to everybody.
Edtech promises great improvements in
accessibility, personalisation, impact and
enjoyment. Not everybody learns at the same pace
or time, or wants to learn the same content in the
same way. Edtech can cater to these differences,
transform how much people can learn, improve the
experience and efficacy of learning, and increase
the number of people able to learn. All of which
can only be good for a world where being
knowledgeable and skilled is critical in the
information age.
Key investment criteria
With Ventures, as with all our investments across
the group, we look for three key things:
In recent years, we have been progressively
growing our portfolio of companies focused on
education. In April 2021, we split these out of
Ventures into a formal group segment, Edtech.
1
2
3
A great idea addressing a big
societal need
A strong tech angle
Outstanding founders with the
ambition and ability to grow their
businesses into global leaders
In FY21, we invested a total of US$89.6m into five
Edtech companies.
Our edtech investments include Brainly, the world’s
largest social learning community; BYJU’S, India’s
leading personalised kindergarten to 12th grade
learning platform; Codecademy, an online coding
education platform where millions of people have
learned to code; Eruditus, an online platform using
technology and curriculum innovation to offer
professional education courses in collaboration
with top-ranked universities globally; SoloLearn, the
world’s largest community of mobile code learners;
and Udemy, the leading global marketplace for
learning and instruction.
Naspers integrated annual report 2021
52
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Ventures continued
EDUCATION
Making learning
accessible to all
US$10tn
Edtech market opportunity
by 2030 (source: Holon IQ)
>US$1bn
committed to invest
in Edtech companies
Key Edtech investments
100
programmes in partnership with
30 universities
350m
students, parents and teachers in over
35 countries
180%
growth in students from March
to September 2020
56%
year-on-year growth in paying subscribers
425%
increase in learner enrolments during
the pandemic
19.84%
our stake in SoloLearn
BYJU’S
80m
registered users
Average daily engagement of
71
minutes per student
CODECADEMY
50m
people globally
taught to code
200 000
Pro scholarships
awarded to date
We first invested in Brainly in April 2016. We
invested an additional US$16.1m in FY21 in primary
and secondary transactions. To date, we have
invested US$63.5m, with a current stake of 40.06%.
Codecademy
Codecademy is a leading online interactive
platform for coding education that has taught over
50 million people globally to code.
During the pandemic, Codecademy launched
a scholarship programme with the goal of giving
away 10 000 Codecademy Pro scholarships to
students affected by the crisis. To date,
Codecademy has awarded over 100 000 Pro
scholarships to students at 15 000 institutions in
147 countries.
Codecademy recorded 56% growth year on year in
paying subscribers in the 2020 calendar year.
We have invested US$23m in Codecademy since
2016. Our current stake is 20.94%.
BYJU’S
BYJU’S learning app is the leader in personalised
learning programmes for school students in India,
catering for kindergarten to 12th grade as well as
competitive exams such as JEE, NEET, CAT, IAS,
GRE and GMAT. Delivering world-class learning
experiences, the app merges videos and
interactive content to bring concepts to life. It also
adapts to the unique learning style of every
student, adjusting to the pace and style of their
learning. BYJU’S has over 80 million users who
have downloaded its learning app, with an
average daily engagement of 71 minutes per
student. BYJU’S became profitable in 2019.
During the pandemic, BYJU’S offered its service
free to users for several months to help students
who were out of school due to lockdowns.
BYJU’S recorded over 180% growth in new students
from March to September 2020.
We invested US$383m in BYJU’S in December
2018. As at 31 March 2021, our stake in BYJU’S
was 10.57%. In April 2021, we purchased
additional shares for some US$153m in BYJU’S.
This investment enabled Prosus to remain above
an 11% effective interest in the company.
Brainly
Brainly is the world’s leading social-learning
platform, serving more than 350 million students,
parents and teachers in over 35 countries. Students
use Brainly to strengthen their skills across core
subjects such as maths, history, science and social
studies. The platform allows them to connect with
their peers, subject-matter experts and professional
educators to discuss subjects and seek answers to
tricky questions.
Brainly more than doubled its user base in 2020,
adding 164 million users globally.
During the pandemic, Brainly offered its premium
service free to users and was highlighted by the
Polish government as an approved free resource
during school closures.
Naspers integrated annual report 2021
53
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Udemy
Udemy is a global education marketplace
for lifelong learners. With around 70 000 instructors
teaching in over 65 languages, it offers more than
155 000 courses and serves over 480 million
course enrolments in 150 countries. Udemy also
has over 7 000 enterprise customers and 80% of
Fortune 100 companies use Udemy for Business to
build the skills of their employees.
Early during the pandemic, Udemy recorded a
425% increase in learner enrolments, and an 80%
increase in learning from corporate customers.
We first invested in Udemy in 2016 and, to date,
have invested a total of US$121m. Our current stake
is 13.98%.
Skillsoft
In October 2020, Churchill Capital Corp II and
Skillsoft, a global leader in digital learning and
talent management solutions, announced they had
entered into a definitive agreement to merge.
Churchill also announced it had entered into a
definitive agreement to acquire Global Knowledge
Training LLC, a worldwide leader in IT and
professional skills development. Churchill will merge
with Skillsoft in a transaction valued at some
US$1.3bn, and the combined company will acquire
Global Knowledge for around US$233m, putting the
total cost of the transactions at US$1.5bn.
Prosus subscribed for 10 million newly issued shares
of Churchill Class A common stock.
Ventures continued
Eruditus
Eruditus provides executive education and short
private online courses globally in partnership with
the world’s leading universities. The company
makes high-quality education more accessible by
offering over 100 programmes in partnership with
30 universities to a global audience covering the
US, Latin America, Asia, the MENA region and
Europe.
During the pandemic, Eruditus recorded significant
growth in course bookings.
We invested US$60m in Eruditus in October 2020.
Our current stake is 8.83%.
SoloLearn
SoloLearn is a leading mobile-first knowledge-
sharing community where students can learn,
create and share programming content.
We have invested US$4.4m since 2018. Our current
stake is 19.84%.
UDEMY
70 000
instructors teaching in
over 65 languages
80%
of Fortune 100 companies use
Udemy for Business to build the
skills of their employees
SKILLSOFT
45m
learners globally
In November 2020, Prosus exercised an option to
subscribe for an additional 40 million shares of
Churchill Class A common stock.
New investments in India
Notable investments in 2021 are summarised
alongside:
The transaction closed in June 2021.
Focusing on India
India remains a high-focus area for us, given the
vast opportunity for growth in that market across a
number of sectors. Despite the challenges of the
pandemic, our Ventures portfolio in India
performed well, with most businesses quickly
recovering after the strict lockdowns and growing
significantly year on year.
During the year, we invested over US$78m in
agricultural technology, ecommerce, edtech and
more in India.
DeHaat
We invested US$15m in DeHaat in January 2021
and currently own a 10.40% stake. DeHaat is a
technology-based platform offering full-stack
(end-to-end) agricultural services to farmers,
including distribution of high-quality agricultural
inputs, customised farm advisories, access to
financial services and market linkages for selling
produce.
API Holdings
We invested US$191m into API Holdings in April
2021 and currently own a 16.3% stake. API Holdings
owns India’s largest integrated digital healthcare
platforms. The company’s platforms empower and
connect over 60 000 brick-and-mortar pharmacies
and 4 000 doctors in 16 000 zip codes across
India. API Holdings also owns the largest consumer
digital healthcare platform, PharmEasy, which
touches the lives of two million patients each month
by providing access to genuine products at
affordable prices in the convenience of their home.
Naspers integrated annual report 2021
54
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Ventures continued
‘ We continue to focus
on making the most of
opportunities to back
existing new ventures
in India.’
Ongoing investments in India
We continued to support our existing investments in
India throughout the year.
Meesho
Meesho is a social selling platform that acts as a
marketplace for suppliers and resellers. It has so far
helped to create over 10 million entrepreneurs across
India by enabling individuals to build their own small
businesses. Homemakers and women on career
breaks make up more than 70% of these
entrepreneurs. Meesho provides these entrepreneurs
with products, logistics and payment tools to start
and grow their business, and invests heavily in
training and mentoring these entrepreneurs. The
company has also created online and offline
communities that allow these entrepreneurs to
connect, share and learn with their peers.
We first invested in Meesho in August 2019 and
recently participated in another round of investment
in April 2021. We have invested US$146m to date.
Our stake at year-end is 12.36%.
ElasticRun
ElasticRun is the kirana commerce platform, enabling
businesses to reach small kirana stores in the deep
rural parts of India. The company acts as an
extended arm of FMCG companies’ direct
distribution networks in the rural area to provide a set
of net new customers to the FMCG companies.
ElasticRun also helps ecommerce companies reach
their customers in far-flung areas through its network
of rural kirana stores and brings banks and financial
institutions closer to a new set of underserviced SME
customers from its rural kirana network.
We first invested US$30m in ElasticRun in October
2019 and recently co-led another round of
investment in April 2021, bringing our total
investment to US$60m. Our stake at year-end is
20.57%.
Exploring new markets
During the year, we made our first investments in a
number of new markets where we see strong
growth opportunities, including Indonesia, Pakistan
and Mexico.
Shipper
Shipper is a tech-enabled logistics platform in
Indonesia offering a one-stop logistics solution,
from a multi-courier shipping platform to distribution
warehousing and a fulfilment network. Despite the
massive size of the logistics market in Indonesia, it
is still extremely inefficient. In tier-2 and tier-3 cities,
shipping costs can often add up to 40% of
ecommerce basket sizes, becoming a major barrier
to mass ecommerce adoption in the country.
Shipper aims to solve three major problems in
Indonesia’s logistics: a confusing plethora of
different warehousing and shipping options; lack of
price transparency; and below-average trackability.
We first invested US$8m in Shipper in 2020 with an
additional US$12.7m in March 2021. We currently
own a 15.89% stake.
Bykea
Bykea is an on-demand app in Pakistan that
connects people in urban areas for transport,
logistics and payment services. Public
transportation is underserved in all three major
cities in Pakistan, but these urban centres drive the
economy of the fifth-most populous country in the
world. The expected growth of Pakistan’s middle
class in the coming decade provides immense
opportunity for companies like Bykea that are
transforming the way big societal needs such as
transportation, logistics and payments are met,
through a technology-enabled platform.
We invested US$10.4m in Bykea in 2020 and
currently own a 22.33% stake.
Klar
Klar is a 100% digital, transparent, free and secure
alternative to traditional debit and credit services in
Mexico. Ageing, archaic architecture has made it
difficult for traditional banks to serve the needs of
the growing middle class in that country, with only
10% of adults owning credit cards. Klar has built a
new banking infrastructure core that aligns with the
financial needs of consumers and allows it to
service a massive segment of the population in
Mexico that previously did not have access to
financial services.
We invested US$7.7m in Klar in 2020 and currently
own a 15.91% stake.
Focusing on blockchain
Blockchain is beginning to disrupt and revolutionise
a number of key industries. To tap into and explore
this opportunity, we have invested in three
blockchain companies: Immutable, DappRadar and
our newest investment, Republic.
Republic is a leading investment platform that
provides access to start-up, real estate, crypto and
gaming investments for both retail and accredited
investors. We acquired US$2.6m worth of the
Republic Note, a profit-sharing digital security
meant to align the incentives of the community with
activity on the Republic platform.
Naspers integrated annual report 2021
55
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Ventures continued
Immutable builds video games with player-owned
assets. We invested US$6m in September 2019 and
currently own an 11.11% stake.
DappRadar is a leading global platform for
discovering and analysing blockchain-based
decentralised applications (dapps). We have
invested a total of US$5m in the company, with the
most recent investment closing in March 2021, and
we currently own a 31.28% stake.
Backing a home-care pioneer
Founded in 2014, Honor combines workforce
management and technology expertise with
high-touch, personalised care to improve the
in-home care experience. Since launching the
Honor Care Network in 2017, it has partnered with
a growing roster of independently owned home-
care agencies to deliver reliable, high-quality care
with greater transparency.
Key investment areas
We have invested US$56m in Honor since 2018
and currently own a 15.83% stake.
Investing in the future of micro-mobility
Dott is a European micro-mobility company
focused on investing in the future by transforming
the way people travel around their city. Dott won a
highly competitive tender to operate its e-scooters
in Paris, Lyon and London. It also won a licence to
operate e-bikes in two boroughs in London.
We have invested US$31.5m in Dott since 2018
and currently own a 19.70% stake after our recent
investment in April 2021.
Looking forward
We will continue to nurture and develop our
portfolio of investments. At the same time, we
will maintain our focus on identifying trends,
technologies, segments and geographies with
significant growth opportunities and invest in the
best opportunities.
US$60m
INVESTED A TOTAL OF
US$1.5bn
into 25 companies worldwide,
across education, health,
commerce, logistics, agriculture,
blockchain, mobility and more
US$23m
US$63.5m
US$163m
invested in key areas in FY21
US$7.7m
US$15m
US$20.7m
US$10.4m
‘ From home-care to micro-mobility, we are
exploring the next wave of tech-enabled
innovation and entrepreneurship to improve
people’s lives.’
Martin Tschopp
CEO, Ventures
Naspers integrated annual report 2021
56
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Naspers Foundry
Investing in South Africa’s
early-stage tech sector
through our investment
vehicle, Naspers Foundry.
Performance highlights
Since its launch at the start of the 2019
calendar year, Naspers Foundry has invested
in four growing South Africa-focused tech
companies, with another two investments in
the last quarter of FY21. Naspers Foundry
has a solid investment pipeline.
‘ We are looking to boost the development of South Africa’s
early-stage tech ecosystem, to have a lasting impact on the
broader South African economy. The best way to achieve that
is to create success stories. So, at Naspers Foundry, we focus
on finding, investing in and helping to grow the next big South
African tech success stories.’
Fabian Whate
Head, Naspers Foundry
Boosting South Africa’s growing tech ecosystem
Through our early-stage tech investment initiative
Naspers Foundry, we are focusing on helping
talented and ambitious South African tech
entrepreneurs develop and grow businesses
that improve people’s lives.
Focusing on early-stage tech investment
Naspers Foundry is a R1.4bn South Africa-focused
early-stage investment vehicle that aims to boost the
development of the country’s venture capital and tech
ecosystem by investing in and supporting high-
potential businesses that address societal needs.
Backing founders
Naspers Foundry backs founders who operate
high-potential and highly scalable businesses.
Its sector focus is broadly aligned with the group’s
core strategic segments, such as Food Delivery,
Payments and Fintech, and Edtech. In line with the
group’s Ventures segment, Naspers Foundry also
looks to invest in other sectors that address societal
needs, including agriculture and health technology.
Taking a long-term view
Again in line with the group, Naspers Foundry takes
a long-term view – backing businesses and
helping them grow and succeed through a highly
collaborative approach and active portfolio
management. Naspers Foundry draws on the
considerable experience, expertise and resources of
the group, for example, to help portfolio companies
with governance, legal or regulatory issues.
Having a broader impact
Naspers Foundry is the largest South Africa-focused
early-stage tech investor. As such, it plays a key role for
the companies in which it invests and helps to grow
the wider early-stage tech ecosystem, for example, by
encouraging more investment from other investors.
To date, Naspers Foundry has invested R200m
across four South African early-stage technology
businesses:
Aerobotics
In May 2020, Naspers Foundry invested R100m
(US$6m) in Aerobotics, alongside current investors
and new international investors. This investment
formed part of Aerobotics’ series B fundraise, which
closed in December 2020 at R253m.
The company provides drone and satellite-enabled
AI technology for tree crop management and yield
intelligence. Focusing mainly on citrus and
macadamia nut markets, it is rapidly expanding in
South Africa as well as the US, Europe and Australia.
‘ It’s huge from a validation perspective; just
getting that belief that someone else buys
into you and backs you as a founder and
early-stage company is great. Also buying
you the headspace to focus on building value
and focusing on your customers is huge.’
Benji Meltzer
Co-founder and chief technology officer, Aerobotics
The Student Hub
In November 2020, Naspers Foundry invested
R45m (US$3m) in The Student Hub.
The Student Hub partners with public technical and
vocational education training (TVET) colleges to
overcome their physical infrastructure constraints by
digitising course material and providing an online
alternative for students who would otherwise not
have been able to attend the colleges.
The Student Hub makes TVET education more
cost effective and accessible. It also enhances
outcomes, with a marked increase in pass rates.
In addition, its marketplace brings students and
potential employers together, so students can
find the job they are looking for and employers
can find suitably qualified people.
‘ The Foundry team was the first to come and
say, “Look, we see the vision, we see the
potential. We’re investing in the team. Great
potential, we’re going for it.” That mindset
was groundbreaking for us.’
Hertzy Kabeya
Founder and managing director, The Student Hub
Food Supply Network
In September 2020, Naspers Foundry invested
in Food Supply Network, an independent food
marketplace platform that links the ordering systems
of manufacturers, distributors and buyers in a
marketplace to provide price and stock transparency
and logistical efficiency in the food supply chain.
The company’s solution has drawn interest from
some of the world’s largest food manufacturers and
is being used by many manufacturers and distributors
in South Africa, Angola, Namibia and Zambia.
‘ Running a tech start-up in a developing
country, you have to punch above your
weight to succeed. We weren’t actually
looking for investors, we were looking for
partners. We picked Naspers because of
that partnership fit.’
Gert Steyn
Co-founder and CEO, Food Supply Network
SweepSouth
In June 2019, Naspers Foundry made its first
investment – R30m in SweepSouth, Africa’s first
online home-cleaning-services marketplace, which
connects clients to vetted domestic cleaners who
are able to work flexibly and receive fair pay.
SweepSouth has 5 000 domestic cleaners on its
platform and has provided employment
opportunities for over 20 000 women to date.
During the year, Naspers Foundry helped
SweepSouth navigate the pandemic and raise
additional capital.
Looking forward
Naspers Foundry is increasing its focus on portfolio
management in the year ahead. The aim is to
increase and formalise initiatives to help investee
companies grow further and create greater value.
At the same time, Naspers Foundry will continue to
find new early-stage businesses to invest in –
contributing to a rapidly growing South Africa
tech ecosystem.
Naspers integrated annual report 2021
57
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
TENCENT
China’s internet population
grew by 9% since March 2020 to
989m
with 985m mobile users
Among the top 100 mobile apps in China,
Tencent accounts for
56%
of all time spent online by Chinese users
Social and Internet
Platforms
Connecting people in
everyday life through
innovative technology.
REVENUE1 (US$’m)
2021
2020
TRADING PROFIT1 (US$’m)
2021
2020
22 526
17 189
6 154
4 699
Performance highlights
Early in the development of our internet
strategy, we invested in leading social and
internet platforms in two of our key high-
growth markets, China and Russia. Tencent’s
fundamentals remain strong with excellent
growth prospects in China, and Mail.ru
continues to be the largest internet group in
Russia while expanding into new areas.
1 Presented on an economic-interest basis.
Tencent
The opportunity
Amid the global downturn, China achieved 2%
annual gross domestic product (GDP) growth in
2020. The World Bank estimates China’s GDP will
grow at 8.1%1 in 2021. Rising incomes, increased
connectivity and a growing middle class in a
population of 1.4 billion – the opportunity in China
for innovative social and internet platform leaders
remains vast.
China is the world’s largest consumer internet
market and continues to grow ahead of many other
large internet markets. Chinese internet businesses
continue to innovate at a rapid pace. There were
989 million internet users in China in December
2020 (904 million in March 2020), 99.6% of whom
were mobile users. The China internet industry
recorded healthy growth in 2020 – with online
advertising, ecommerce, entertainment content
subscription, smart retail and online payments all
posting decent growth. The pandemic accentuated
certain structural trends in the internet industry,
including online healthcare, online education,
enterprise communication and remote productivity,
ecommerce (particularly groceries) and online
entertainment. This will have a lasting impact and
further accelerate China’s digital transformation.
These themes underline the conviction in Tencent’s
prospects.
Performing well
Tencent performed well through the pandemic,
thanks to the strength of its diversified portfolio of
products, businesses and investments, and the
leadership team’s prompt and focused response
to a fast-changing environment.
Continuing to lead
Tencent remains the largest internet company by
market capitalisation in China, leading with 10 of
the top 20 mobile apps. Weixin, the largest mobile
community in China, continues to meet the digital
needs of over 1.2 billion users via transformative
innovation to enhance its platforms with a focus on
user experience.
1 Based on latest East Asia and Pacific Economic Update by the
World Bank.
For the year ended 31 December 2020, Tencent’s
revenues of RMB482bn were up 28% on the prior
year. Combined monthly active users (MAU) of
Weixin and WeChat increased 5% to 1.23 billion.
Weixin launched video accounts that enabled
public sharing of informative and educational
content in video format, enhanced user
engagement and drove enterprise transaction.
The Weixin Mini Program ecosystem became
increasingly vibrant, with daily active users (DAU)
passing 400 million and annual transaction volume
more than doubling on the prior year.
QQ increased stickiness (retention) among young
users by enriching interactive experience and
catering to their entertainment and online or
e-learning needs. QQ smart devices’ DAU, however,
declined 8% to 595 million as Tencent proactively
cleaned up spamming and bot accounts.
Tencent extended its domestic game-industry
leadership, with six of the top 10 mobile games by
DAU. The launch of Call of Duty Mobile in China
drew players with a fast-paced and competitive
first-person experience, complementing
Peacekeeper Elite and CrossFire Mobile. The
release of Moonlight Blade Mobile demonstrated
Tencent’s capabilities in the MMORPG (massively
multiplayer online role-playing game) genre. The
partnership with Nintendo extended its home-
entertainment offerings to consoles, with more than
one 1 million Switch consoles distributed and over
10 popular Switch titles published by the end
of 2020.
Tencent has strengthened its global leadership in
online games via self-developed franchises and
intellectual property (IP) collaboration with partners
and investee companies. In 2020, Honour of Kings
was the top-grossing mobile game worldwide,
while PUBG Mobile ranked as the most popular
mobile game in international markets by MAU.
Supercell’s Brawl Stars was one of the best-
performing original IP mobile titles in 2020, with its
lifetime gross revenue exceeding US$1bn.
Naspers integrated annual report 2021
58
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Mail.ru is expanding into social ecommerce and
online-to-offline (O2O) verticals that complement its
user experience. The O2O joint venture with
SberBank recorded strong growth. Delivery Club
emerged as the leader in ready-to-eat food
delivery and expanded to the rapidly growing
e-grocery segment. Its number of active customers,
vendors and cities of presence grew by almost 2x,
3x and 5x respectively. Samokat (express e-grocery
brand), LocalKitchen (express food-delivery brand)
and Citymobil (ride-sharing service) grew orders by
12x, 3x and 2x respectively over the year.
The pandemic has cultivated new online habits and
accelerated digitalisation of broader segments of
the Russian economy and its population. Mail.ru is
proactively expanding its capabilities to capitalise
on this trend.
In July 2020, Mail.ru’s global depositary receipts
started trading on the Moscow Exchange. In
October 2020, Prosus, Tencent and other major
strategic investors participated in Mail.ru’s issuance
of US$600m global depository receipts and
convertible bonds.
Driven by continuous improvement in logistics and
customer service, AliExpress Russia continued to
scale, with 29.1 million MAU and 8.8 million DAU.
Local businesses accounted for 25% of GMV.
Mail.ru has offered support and services to help its
users and partners in Russia mitigate the impacts
of the pandemic. Marketing, technological and
service solutions were launched for people to
study, work, purchase, entertain and stay informed
during quarantine and self-isolation. A task force
was established to roll out a RUB1bn support
initiative to assist SMEs to conduct their business
online and find staff remotely.
Looking forward
Mail.ru will continue to transition its strong and
well-diversified product portfolio and partnerships
into a broader internet ecosystem via cross-selling
and deeper integration.
Mail.ru’s global depository receipts are listed on
the London Stock Exchange. Further information is
available at www.corp.mail.ru.
Tencent continued
Despite the challenging economic environment,
Tencent achieved robust advertising revenue
growth by progressively integrating its advertising
platforms and expanding its mobile ad network.
It also strengthened its recommendation algorithms
and analytic services to increase user acquisition
efficiency and sales conversion for advertisers.
Subscriptions for fee-based registered value-added
services grew some 22% in 2020 to 219.5 million.
Tencent remained the leader in long-form video
with 123 million subscriptions.
Tencent’s mobile payment platform continued to
grow, with more daily active consumers and
increasing adoption in verticals, including retail,
public services and groceries. Tencent has been
working closely with regulators and industry
partners to deliver compliant fintech products.
Aggregated customer assets under wealth
management service grew robustly year on year.
The group has been working to facilitate the
structural shift to remote work via product
innovation. Tencent Meeting has become the
largest stand-alone app for cloud conferencing in
China, while the new enterprise version penetrated
the energy, healthcare and education industries.
WeCom, the enterprise version of Weixin, has
become an integral communications tool for
remote workplaces, serving over 5.5 million
enterprise customers, connecting them internally
and to over 400 million Weixin users.
Tencent views sustainability as vital to the
development of its strategy and operations, and
has committed to move to carbon-neutrality. It also
strives to integrate social responsibility into its
products and services, in areas such as data
security, balanced online use, business continuity
and rural vitalisation.
Looking forward
Based on its vision Value for Users, Tech for Good,
Tencent will continue to focus on user value and
harness the power of technology to develop
innovative products and services, and create value
for all stakeholders.
Tencent is listed on the stock exchange of Hong
Kong. Further information is available on its website
at www.tencent.com.
Mail.ru
The opportunity
Russia is Europe’s largest internet market, with
96 million users, 71% of whom are mobile users.
Mail.ru is the largest internet group in Russia
Despite increasing competition, Mail.ru remains the
leading internet group in Russia by users, reaching
95% of the country’s internet users across its
platforms. It continues to innovate and expand into
new areas such as ecommerce, mobility, foodtech,
fintech, cloud and AI.
For the year ended 31 December 2020, Mail.ru’s
revenues grew 21% to RUB107.4bn. This was driven
primarily by growth in massively multiplayer online
games revenue (+29%) and new revenue streams in
Edtech and location-based marketplaces (+97%).
VKontakte (VK), the most popular mobile messaging
and social networking app in Russia, continued to
perform well. Total MAU increased 4.5% to 73.4
million, reaching some 48% of Russian internet users
daily. The VK Mini Apps platform expanded rapidly,
currently offering over 25 000 active Mini Apps, with
MAU increasing 67% year on year. VK Connect was
introduced in 2020 to allow users to access the full
Mail.ru ecosystem via a single ID.
Mail.ru’s online games segment also continued to
perform well, with solid performance in established
titles – including Warface, Hustle Castle and War
Robots – and newly acquired titles such as Grand
Hotel Mania. International revenues accounted for
75% of total online games revenue. MY.GAMES Cloud
was introduced in 2020 to enable PC access to
high-quality games via streaming, which is expected
to expand to mobile and smart TV in 2021.
Naspers integrated annual report 2021
59
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Media – Media24
Building a smaller, more
profitable South African
media business with a
significant investment in
ecommerce.
REVENUE1 (US$’m)
2021
2020
TRADING (LOSS)/PROFIT1 (US$’m)
2021
2020
211
272
(8)
8
Performance highlights
Media24 is Africa’s leading print and digital
media group with interests in digital media
and services, newspapers, magazines,
ecommerce, book publishing and media
logistics. It publishes several magazines and
newspapers and reaches 1.5 million average
daily unique browsers – up 45% year on year,
generating 12.6 million average daily page
views, across its digital platforms.
1 Presented on an economic-interest basis.
‘We have built a strong foundation for the next phase of our
journey of sustainable profitability in an increasingly digital
world.’
Ishmet Davidson
CEO, Media24
The opportunity
The media industry remains challenging, with
pressures on revenues and growth in the print
media sector. However, there are opportunities to
deliver sustainable profitability through careful cost
management, targeted investment in digital
operations (including paywalls) and technology,
reigniting diverse revenue projects beyond live
events and growing external revenues in media
logistics. Ecommerce opportunities in South Africa
are significant after the surge in online shopping
ignited by the pandemic.
Performance
After a dismal start to FY21, which saw Media24
bearing the full brunt of the pandemic as revenues
plummeted in our already-fragile print business,
performance improved significantly from the third
quarter – albeit still down considerably against the
prior year.
This turnaround over the past six months was
underpinned by several highlights, including:
• Reaping the benefits of our timely response to the
impact of the pandemic – including the major
restructure of our print media operations.
• First-rate news reporting to a country hungry for
information it can trust, resulting in strong growth
in digital audiences and subscriptions, as well as
advertising. By the end of March, our year-on-year
performance on digital metrics included:
– News24 average daily unique browsers grew
45% year on year to 1.5 million
– Netwerk24 subscribers grew 29% year on year
to 77 500
– the News24 paywall attracted almost 31 200
subscribers since its launch in August 2020, and
– digital advertising grew 10% year on year.
• Our print portfolio – newspapers and magazines:
– Recovering faster and much better than
expected, boosted by trimmed costs and new
publishing models.
– Solid returns on our investment in ecommerce.
– Fulfilment volumes at Contract Logistics more
than doubled as this sector continued its
unprecedented growth since the early days of
the pandemic.
• Excellent schoolbook orders and higher general
book sales after the hard lockdown.
• Significant gains in external revenue at On the
Dot, our media logistics operations.
As a result, revenue contracted 19% from the prior
year, much less than expected. Revenue from the
media business (news, magazines, distribution and
TV) declined by 21% over the year and that of the
books business by 7%, while revenue from the
ecommerce portfolio (Contract Logistics and
Careers24) increased 51% compared to the past
year on significant growth in ecommerce volumes.
Supported by the much-leaner cost base and new
operational models implemented in the second
quarter, combined with stringent cost management,
the trading loss was limited to R8m, compared with
a prior-year profit of R8m.
Responding to the pandemic
From the earliest days of the pandemic in South
Africa, we have focused on two main priorities
– the health and safety of our people and business
continuity. However, the pandemic has accelerated
the pre-existing and long-term structural decline in
print media, resulting in a devastating impact on
our own already-fragile print media operations.
Even with a return to pre-Covid-19 economic levels,
the impact of the pandemic on the print media
operations has been unrecoverable. This part of
the business contributed 60% of Media24’s
revenues and in addition to the early interventions
to mitigate losses – ranging from operational
adjustments and not awarding salary increases, to
a freeze on non-essential hires – we also initiated a
major restructure in July 2020. This included the
closure of eight magazines and four newspapers,
going digital-only with two newspapers and one
magazine, outsourcing the editorial production, and
reducing the frequency of the remaining monthly
magazines, and reducing staff in related support
services and corporate departments. This resulted
in cutting nearly 610 positions and retrenching
about 510 people out of a total staff complement
of 2 697.
At the same time, Media24 implemented its
business continuity plans and was able to serve
record digital audiences and produce newspapers
and magazines with almost no one being in the
office. Additional safety measures were
implemented for our journalists working in the field,
as well as for logistics and warehousing staff
responsible for the distribution of our own and third-
party printed publications and processing
ecommerce fulfilment orders.
We will continue to align our plans and strategies
to the post-pandemic realities as they emerge.
Naspers integrated annual report 2021
60
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Media – Media24 continued
Applying AI and ML
As we continue to reposition and transition
Media24 for a sustainable future in an increasingly
digital landscape, we are taking great care with
the level and scope of our operational investments
in AI and ML. We make good use of multiple
technologies and models at News24 and
Netwerk24, focused on issues such as predictive
analytics of articles for digital newsrooms, content
recommendations, customer subscription and churn
prediction. In addition, 24.com combines the power
of ad technology and analytics for more impactful
behavioural profiling and targeting. This includes
profiling readers according to content consumption
and assigning them to interest segments. These
segments are integrated into the ad-serving
solution to enhance targeting.
The home of quality journalism
We are proud to keep Media24 the home of quality
journalism and publishing. The long list of industry
awards and accolades includes: News24 being
named by the Reuters Institute as the most-trusted
news brand in the country for the second year in a
row; four Sikuvile and 14 regional Vodacom
journalism awards; two WAN-IFRA African Digital
Media awards; six ATKV Mediaveertjies; 26 finalists
and two winners in the Forum of Community
Journalists excellence awards; two South African
Film and Television awards; and six South African
Literary Awards for authors at NB Publishers.
Media24 also received the South African Graduate
Employers Association award for the best place to
work in the media for the fifth consecutive year.
Environmental commitment
In line with our commitment to the environment, we
currently measure scope 1 and scope 2
greenhouse gas emissions – from next year, also
scope 3 – and our carbon footprint decreased by
28% year on year to 8 766 tonnes of CO2e (2020: 12
326 tonnes of CO2e). We seek to use technological
innovation to create solutions that minimise our
impact on the environment. We also perform
regular risk assessments to identify operations
where our direct impact on the environment is most
significant. This year, we also conducted data
gathering and collection to determine our scope 3
emissions and going forward we will enhance this
reporting process.
We have several energy-efficiency initiatives,
including movement-activated and energy-efficient
lighting, energy-efficient air conditioning, power-
factor corrections and load balancing. As South
Africa remains a water-scarce country, we continue
to apply water-saving measures, even in provinces
no longer suffering from the severe drought of
recent years.
We also recycle to limit our impact on the
environment. For example, we recycle unsold
newspapers and magazines, and we use
responsible service providers to dispose of
electronic waste.
Investing for positive social impact
We undertake a range of social investments and
initiatives. These include policies to encourage
procurement from small black-owned businesses;
providing training to learners at ThisAbility – an
NGO that publishes a newspaper with content by
people with disabilities and offers tertiary bursaries
to promising black journalism and computer-
science students; and supporting enterprise
development in the education sector through
donations and time.
The emphasis is on encouraging business units to
lead in social investments. Our proud tradition of
enriching lives beyond our media business is well
established through our Volunteers24 programme
and its spin-off, the #1000ActsofKindness campaign.
All staff members are entitled to three days’ paid
leave per year for charity work and their contributions
are acknowledged in performance reviews.
activities (for example, education, including the
donation of school textbook and reading material
to operating schools in underserved communities).
Instead, we shifted the emphasis to offering free
advertising and marketing support for charity drives
and fundraising in the education sector, for feeding
schemes and for poverty-relief initiatives.
Fortunately, most of the education-support projects
for school learners could continue online.
We contributed R1m to the South African
government’s Solidarity Fund in FY20. This year, our
main financial contributions were to the Botswana
government’s Covid-19 relief fund (R0.8m, through
our subsidiary Collegium Publishers) and seed
funding of R0.5m for the Eat Out Relief Fund. This
fund was founded by subsidiary New Media to
support a feeding scheme run by the restaurant
industry, which has been affected severely by
lockdowns, and pay the salaries of restaurant staff
from funds raised. All our publications/platforms
supported this fund with free advertising calling for
donations. By 31 March 2021, the fund had paid out
R1.9m in relief funding to 55 restaurants countrywide,
providing 1.2 million meals to feeding schemes.
In addition, we ran campaigns offering struggling
small-business clients free advertising and the
opportunity to incorporate ecommerce into their
operations, as well as supporting calls for donations
to and applications for business-relief funding.
However, in the 2020 calendar year, Covid-19
regulations and an erratic school calendar have
severely hampered our staff’s efforts, most of which
are closely linked to physical events (such as
festivals and fundraising drives) and structured
Looking ahead
We continue to build on our smaller, more
profitable media business and to capitalise on
our ecommerce and media logistics strengths
and opportunities.
PERFORMANCE IN FY21
Digital audience up
45%
year on year
News24 launched a paywall in
August 2020 and attracted
31 200
subscribers by 31 March
Netwerk24 subscriptions up
29%
year on year
News24: most-
trusted digital news
brand in South
Africa for second
year running
(Reuters Institute)
Ecommerce
fulfilment volumes
more than doubled
year on year
Exceptional school
textbook orders
in South Africa and in Botswana
Media24 television
launched a second
channel on DStv
HONEY is a pan-African lifestyle
channel, commissioned by
MultiChoice
Staff engagement increased 2%
year on year to a record high of
79%
Naspers integrated annual report 2021
61
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Financial review
The group delivered strong results for the year ended
31 March 2021.
Group revenue, measured on an economic-interest
basis of US$29.6bn was driven by Ecommerce
revenues which grew 46% (55%) year on year,
and Tencent which grew 32% (28%) year on year.
Group trading profit grew 49% (45%) to US$5.6bn.
Aggregated trading losses in our Ecommerce
segments reduced by 47% (49%) or US$384m to
US$439m. Trading profit of our profitable
ecommerce businesses grew by 44% (49%) to
US$450m. Tencent’s contribution to the group’s
trading profit improved 33% (29%).
investment disposal gains of US$1.1bn, impairment
losses of US$968m and net fair-value gains on
financial instruments of US$2.5bn.
In August and December 2020, Prosus raised
US$4.4bn in debt, comprising its longest-dated
US dollar offering to date and its debut euro notes
offering. Strong investor demand resulted in
attractive pricing that reduced our average
funding cost. The group has no debt maturities
due until 2025.
Core headline earnings were US$3.5bn – up 21%
(15%), driven by improved profitability from our
Ecommerce units and the growing contribution
from Tencent.
On a consolidated basis, total revenue increased
by US$1.9bn, or 48%, from US$4.0bn in the year
ended 31 March 2020 to US$5.9bn in the year
ended 31 March 2021, primarily due to Food
Delivery and Etail. Operating loss increased from
US$720m to US$1.2bn despite the significant,
improved performance in revenue and profitability
across most of our segments. This was primarily
due to an increase in the cash-settled share-based
payment expense as a result of marked
improvement in ecommerce and tech valuations.
The strong performance of our businesses over the
past year drove an increase in valuations of these
businesses and therefore an increase in the
cash-settled payment liability.
Our equity-accounted results in equity-accounted
companies increased by US$3.2bn, or 81%, from
US$3.9bn in the year ended 31 March 2020 to
US$7.1bn in the year ended 31 March 2021. The
increase is driven primarily by Tencent and Swiggy,
which reported improved profitability during the
year. The equity-accounted results include
We ended the period with a strong and liquid
balance sheet. We had net debt of US$2.7bn,
comprising US$5.2bn in cash and cash equivalents
(including short-term cash investments), net of
US$7.9bn in interest-bearing debt (excluding
capitalised lease liabilities). In addition, in April
2021, we received US$14.6bn from the sale of a 2%
interest in Tencent Holdings Limited. Proceeds from
this further strengthened our financial flexibility for
further investment. We also hold an undrawn
US$2.5bn revolving credit facility. Overall, we
recorded a net interest expense of US$167m for
the period.
Consolidated free cash outflow was US$4m1, an
improvement on the prior year’s free cash outflow
of US383m. This was driven by growth in our
Ecommerce profitability, dividends received from
Tencent of US$458m (2020: US$377m), and
improved working capital management.
We continue to explore growth opportunities to
expand our ecosystem and position the business
for sustainable growth. Across the group, we
invested US$3.6bn, notably:
In Classifieds, we merged letgo and OfferUp into a
business with national reach across the United
States (US), well positioned in a highly competitive
market. As part of the transaction, we contributed
US$100m to support its continued growth and
monetisation. We injected our Middle Eastern
Classifieds assets into Emerging Markets Property
Group (EMPG) and contributed US$75m in a
financing round that valued the business at over
US$1bn. Our joint venture, OLX Brazil, completed
the US$520m (BRL2.9bn) acquisition of leading real
estate vertical, Grupo ZAP, strengthening its
positioning in the real estate market.
In Food Delivery, we acquired an additional 8%
interest in Delivery Hero on 31 March 2021 for
US$2.6bn, to offset current and future dilution.
We remain the largest shareholder.
In Payments and Fintech, we invested an additional
US$67m in Remitly to expand its suite of products.
Finally, we focused on increasing our exposure to
Edtech by investing US$60m in Eruditus, a global
professional higher-education online platform. In
November, we announced a total investment
commitment of US$500m in Skillsoft via Churchill
Capital Corp II’s special-purpose acquisition
company which closed in June 2021. The
transaction creates a leading digital learning
company with a comprehensive suite of on-
demand and live virtual content.
There were no new or amended accounting
pronouncements effective 1 April 2020 with a
significant impact on the group’s consolidated
financial statements.
Effective 1 April 2020, the group made a voluntary
change to its accounting policy on the subsequent
measurement of written put option arrangements
with non-controlling shareholders. Subsequent
changes in the carrying value of put option
liabilities previously recognised in the summarised
income statement in ‘Other finance income/(costs)
– net’ are now recognised through equity.
We adopted this change in accounting policy
retrospectively, but the impact is insignificant to the
consolidated statement of financial position as all
previous remeasurements recognised through the
income statement are already accumulated in
equity as at the effective date of the change.
1 Free cash flow represents cash generated from operations, plus
dividends received, minus capital expenditure, capital lease
repayments and cash taxation paid.
Naspers integrated annual report 2021
62
62
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Managing risks
and opportunities
At heart, we are entrepreneurs. We seek to create sustainable value
by investing in and operating leading technological companies that
enrich communities.
Our success is driven by our culture in which
people are empowered to promptly respond to
business opportunities while keeping risks within
defined acceptable levels.
We are committed to applying principles of good
governance, as well as complying with laws and
regulations as applicable in the territories in which
we operate and as dictated by the listing
requirements of relevant securities exchanges.
Our governance structures, policies and processes
are designed to accomplish this.
How we consider opportunities and govern risks
To create stakeholder value in the broadest sense
and in a sustainable manner, the six capitals
transformation model is considered useful to
analyse business opportunities and risks.
In setting our strategy, we evaluate strategic
opportunities and select objectives that either drive
performance directly or strengthen our business – or
that may achieve both at the same time. We select
those objectives that we consider to be the greatest
drivers of value for our stakeholders and aim to
achieve an overall net positive value in capitals
transformation through our strategy execution.
We proactively manage broader sustainability risks
from both an investor and an operator perspective.
Our policies, governance guidelines and
statements on ESG-related issues, responsible
investment considerations and human rights are
guiding principles that govern our practices.
We expect our businesses to apply a methodical
approach to analyse risk and opportunities, while
ensuring sustainability aspects are included.
The various risks thus identified present themselves
as either overconsumption of any of the six capitals
(higher input than intended) or underproduction
(lower output than intended). We may also identify
opportunities for increased efficiency (lower input
than anticipated) or more effective production (higher
output than anticipated) in any of the capitals and,
therefore, exceed against our original objectives.
The parameters to create value for our
stakeholders are set and monitored by our
board of directors and supporting governance
committees (refer to governance structure on page
101). These parameters include policies that govern
our risk management and compliance processes,
and relevant tolerance levels for individually
identified risks.
Key risks are evaluated at the appropriate level
and reported to the board. The risk committee
assists the board to ensure that risks and
opportunities are governed as intended and
achieve desired outcomes.
Roles and responsibilities
Management and the board are accountable
for the choices and decisions we make, how
we execute these and for delivering value in its
broadest definition – within the parameters of
the risk profile the board deems acceptable.
As the group continues to evolve and invest in
companies that operate at different maturity levels,
risk tolerance levels are set topdown, and
management of the business segments is
accountable to manage risk within these levels.
Analysing and responding to different risks
Our businesses are expected to apply a defined,
structured approach to identifying, assessing,
analysing and responding to risk and opportunities
within tolerance levels set by the board.,
Identify
Assess
Analyse
Respond
Our risk analysis focuses on the
impact of risk on our objectives
without losing sight of any
opportunities that may arise.
For risks we are not prepared
to accept, we act to reduce our
vulnerability.
Depending on the importance
of the risk in relation to tolerance
levels, active management of
the risk takes various forms and
varies in extent.
1
Controls to prevent
and detect risk
We operate or implement
enhanced control and monitoring
measures that either prevent or
detect the materialisation of a
risk at the earliest stage.
2
Spread
risk
3
Share or
transfer risk
4
Mitigate
risk
5
Exit
strategy
We take measures that mitigate
any material consequences and,
on a portfolio basis, we spread
uncorrelated risks.
Where we can, we explore ways
to share or transfer risk.
k
s
i
r
g
n
i
s
a
e
r
c
n
I
We enhance our resilience to risk
where possible and run adequate
insurance programmes to mitigate
the risk of sudden losses caused by
the materialisation of insurable risk.
Wherever we find a risk we
cannot manage within or
mitigate to acceptable levels,
we consider ways to avoid the
risk altogether, for example by
entering into an exit strategy.
Naspers integrated annual report 2021
63
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Managing risks
and opportunities continued
The responsibility for managing risk lies with the owner
of risk: in most cases operational management,
assisted by the finance function and, where considered
useful in our businesses, specialised risk management
and risk support functions.
The group’s internal audit and risk function
assesses the effectiveness of the system of risk
management and internal control and may assist
and guide the business in this respect.
Monitoring of key risks
The board, assisted by its committees as
applicable, periodically reviews and monitors the
risk profile of the group and any developments
thereto. This is to determine that the profile remains
in line with the overall risk appetite and, for
individual key risks at the consolidated level, within
stated risk tolerance levels. The key risks that are
considered to determine the overall profile are
linked to the six capitals.
For this purpose, the businesses, assisted by the
various support functions, submit regular reports
on the key risks and any changes in the business.
Key areas of focus in the year from an
opportunity and risk perspective
1. During the year we have pursued
opportunities and invested in:
• Growing and strengthening our businesses in the
various segments, through further financing of
organic growth and acquisitions.
• Product and technology development, supported
by development of ML and AI.
• Business resilience through investing in
infrastructure and cloud solutions and
enhancement of cybersecurity.
• Talent management.
Objective-driven dynamic approach
Selected objectives
Potential
Business
opportunities
Strategy
delivery
Sustainable
value
Capitals
transformation
Performance
OUR SIX CAPITALS
Financial
Human
Intellectual
Social and relationship
Manufacturing
Natural
Risk impact
Improvement opportunity
2. Capital allocation:
• We have been prudent to allocate capital to stay
within our return on investments (ROI) targets.
• We have initiated a US$5bn share buyback
programme.
3. Sustainability:
• Enhanced integration of sustainability aspects into
our strategy setting, execution and reporting.
• We continue to develop our integrated annual
report to improve non-financial information
disclosure.
• Enhanced data governance and ensuring
compliance with data privacy regulation around
the world.
• We have strengthened our legal compliance
teams and processes.
• Reduce our carbon footprint, by zero-rating the
group travel emissions by way of partnering with
climate-neutral organisations.
4. Responding to the global Covid-19
pandemic outbreak:
• We deemed Covid-19 a global crisis in early
February 2020 and have been implementing
protocols globally and locally since then (refer to
pages 81 and 83).
• Our work includes scenario planning for how
Covid-19 could evolve, the impact this could have
on the countries we live and work in and the
businesses we operate and invest in.
• We are assessing key business risks across our
core segments and putting in place mitigation
plans.
Naspers integrated annual report 2021
64
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Monitoring of key risks
Capital
We aim to
Key risks
Measures to respond to opportunities and manage risk
Changes to risk to be considered
Financial capital
At heart, we are entrepreneurs.
Within the parameters set by the
board, we continuously pursue
growth and set ourselves
ambitious goals that create
sustainable value for our
stakeholders. We actively seek
opportunities to improve and strive
to preserve the value created
within our existing businesses.
Global market disruptions, mainly
as a result of the global Covid-19
pandemic outbreak on top of
heightened political and
international trade tensions may
impact on our ability to grow our
businesses and deliver returns for
our capital providers.
• Focus on investments in business
models and technologies that hold
promise for future growth and have
potential to scale globally and align
with global sustainable development
agendas.
• Benefit the countries we operate in
by creating business for local
suppliers, employing people and
giving governments their dues via
taxes and levies.
• Manage our assets and liabilities
with regard to the interests of our
investors and other stakeholders
and in accordance with board-
approved risk appetite.
• Comply with relevant company law
and securities exchanges
regulations.
• Report accurately on our financial
position and performance in
accordance with applicable
accounting standards and regulated
disclosure requirements.
• Avoid obsolescence of products and
services.
• Minimise our investments in working
capital.
• Global and political market disruptions.
• Insufficient funding to realise our
ambitions.
• Unexpected changes in the value
of our assets.
• Currency exchange fluctuations as well
as navigating applicable exchange
controls.
• Failing to compete effectively.
• Credit and counterparty risk.
• Fraud-related crimes and theft.
• Financial misstatement and/or failure to
accurately disclose in our public reports.
• Most of our businesses are subject to
extensive laws and regulations: legal or
regulatory developments, including
changes in tax laws, may have an
adverse impact on our businesses. A
number of new laws and regulations
around consumer protection and
privacy have been passed globally.
• In recent years investors’ awareness of
ESG issues, such as climate change,
pushes them to invest in funds that
benefit society in addition to generating
returns. The continued focus on ESG
performance scores will mean that
businesses that do not meet certain
ESG base criteria will not attract
investment.
• Our capital allocation disciplines
underlying our investment strategy may
not deliver the (above-average)
sustainable return our investors seek in
return for the risk they appreciate. We
may not find investment opportunities
that fit our strategy and deliver an
expected return more than our cost of
capital. Portfolio risk may prove to be
higher than we assumed to accept,
which could negatively impact IRR and
lead to a decline in the valuation of
Prosus and/or Naspers.
• We do not tolerate risk levels that impose an immediate threat to the group as a going concern. We tolerate
currency translation risk as it is uncontrollable and, while short- and mid-term movements may be volatile, in the
long run they are expected to be less impactful.
• We promote the operation of an effective internal control environment (no major failings have occurred to the
knowledge of the directors) in our businesses and the audit committee oversees that the overall assurance
sourced from various providers is sufficient to base upon the board’s assessment of key risks in the overall risk
profile.
• We develop and use AI, inter alia, to counter fraud and platform abuse.
• We have strong inhouse teams to monitor global and social/political developments, including legal, tax and
regulatory, and adjust quickly. We invest in diversified markets.
• We allocate significant resources to analyse market developments and invest in early-stage opportunities to stay
ahead.
• We act early to ensure we have the funds and resources to realise our ambitions over the longer term and we
manage the balance sheet conservatively. We currently have a large cash position and spread the maturity of
debt facilities.
• We invest funds and manage our cash and currencies in accordance with our group treasury policy which, inter
alia, sets minimum standards to mitigate risk of counterparty default.
• In exercising our business strategy, we perform regular country and business reviews. We periodically perform
and report on impairment of our investments.
• We operate a legal compliance programme, focusing, inter alia, on bribery and corruption and anti-money-
laundering. We implement specific controls, such as diligent know-your-customer (KYC) processes and fraud
detection.
• Leading advisers are used for reviewing markets or businesses, including due diligence processes, and legal
and/or compliance-related risks are managed in consultation with external lawyers and specialist advisers
within specific legal jurisdictions.
• We perform regular reviews of tax compliance and specific risk areas and apply responsible corporate
citizenship as taxpayers while operating within tax control frameworks.
• We execute on a communication strategy for our shareholders and other stakeholders. Published segmental
results enable the investment community to form an opinion of the valuation of the individual businesses in the
group.
• We comply with IFRS accounting standards.
• The audit committee and PwC rigorously apply regulations around audit independence. Regular reviews of the
effectiveness of auditors and their independence are performed.
• Both at group level and at individual business level, we operate insurance programmes for various classes of
risk and place cover with reputable underwriters.
• We engage with investors and ESG analysts on our ESG ratings and investor expectations and focus on
enhancing our ESG performance.
• Any investments we make are carefully considered and significant ones require board approval in accordance
with delegation of authorities.
• Corrective action is taken if an investment deviates materially from the business plan and financial targets,
including options to divest.
Naspers integrated annual report 2021
65
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Monitoring of key risks continued
Capital
We aim to
Key risks
Measures to respond to opportunities and manage risk
Changes to risk to be considered
Human capital
We acknowledge that our
employees’ competencies,
capabilities and experience, as
well as their drive and
engagement, are key to our
success.
Increasing as a result of shortages
of necessary talent and the effect
of the global Covid-19 pandemic
outbreak. Food delivery is enabled
by a high number of drivers who, in
the main, are independent
contractors but our businesses are
increasingly expected to take
responsibility for safety of drivers
(and the general public) and
provide increased benefits.
• Attract and retain high-calibre
• Human rights violation, including unfair
individuals to execute on strategy
and build sustainable businesses.
• Back entrepreneurs and local teams
by providing them with resources to
accelerate growth.
• Provide our employees with focused
career development and training.
• Benefit the economies and societies
in which we operate by creating
employment opportunities.
• Protect our employees and promote
social cohesion.
• Foster a safe and healthy working
environment where people feel
cared for, heard and supported in
their ambitions.
• Reinforce the leadership pipeline
and accelerate the growth of top
talent.
• Support the ongoing development
and growth of our businesses and
equip our people with new skills for
tomorrow.
• Develop core business skills in the
segments we invest in.
• Be fair and responsible in our
remuneration practices and have a
pay-for-performance remuneration
strategy.
• Encourage diversity in our teams
and thinking, and build inclusive
workplaces.
• Comply with relevant labour laws in
the countries where we operate.
treatment and remuneration, or
engaging in practices that may
adversely affect humans in any of the
six capitals.
• Global shortage of high-calibre (digital)
talent.
• Employees are actively seeking out
employers that reflect a higher sense of
purpose and choose to be part of a
company that contributes positively to
society.
• Non-compliance with applicable
occupational health and safety (OHS),
and labour and economic
empowerment laws.
• Our food-delivery businesses use a
large pool of drivers that in many cases
are also external contractors. Due to
shifting public opinion and/or regulation
our businesses are increasingly
expected to take responsibility for safety
of drivers (and the general public) and
provide increased benefits.
• Societal restrictions related to the
Covid-19 pandemic have lasted for
more than a year, and these create
additional challenges: reduced social
contact and extended working from
home manifest in additional stresses on
the mental health of employee
populations. Those in family situations
are faced with the additional
responsibilities of childcare and home
schooling over and above work
performance priorities. Employees
working in customer-facing roles have
concerns about their potential exposure
to the virus.
• We unequivocally respect human rights and protect the fundamental dignity of our workforce. We are committed to
providing a respectful, safe and secure environment that is free from any form of human rights abuse. We expect
everyone to behave in a way that supports this commitment wherever they work and in all situations directly
related to work.
• This commitment extends to the board and all people who work at Prosus and Naspers, including temporary and
permanent employees, contractors, consultants, agents, trainees and/or job applicants. Where an individual is
employed by an operating company, this group commitment supports any local policies that may be in place.
• Our food-delivery businesses apply specific procedures to the hiring and monitoring of independent contractors.
• Strategies to develop employees and attract talent to meet the business’s objectives, including learning and
development initiatives, training and employee wellness initiatives across the group. A global talent function focuses
on attracting, retaining, developing and engaging people with key skills and rewarding exceptional performance.
• We prepare and table succession plans annually to the human resources and remuneration committee.
• Our global human resources function focuses on attracting, retaining, developing and engaging people with key
skills and rewarding exceptional performance.
• We benchmark our remuneration practices and structure them to attract and retain critical talent necessary to
achieve our objectives. These practices are overseen by the human resources and remuneration committee.
• Human resources policies and procedures to address talent attraction, management and retention, development,
succession planning, fair and responsible remuneration, working conditions, grievance procedures and diversity,
inter alia, to protect employees from human rights violations. We monitor labour legislation in the various countries
we operate in and ensure we comply.
• Our businesses increasingly put insurance programmes in place to cover relevant drivers’ (health) liabilities.
The insurance markets are, however, still in development in this respect. Our businesses are closely monitoring the
development of regulations and our compliance with them.
Covid-19
• During the pandemic, our priority has been to maintain the health and safety of our people and to act responsibly.
• Our relatively strong financial position, with good short-term liquidity and our online business models place us in a
comparatively better position than most during pandemics.
• We have managed risks and adhere to government requirements by moving knowledge workers to work
predominantly from home, closing offices where required and limiting occupancy where offices remain open.
• Support materials have been provided to people managers and individuals on working effectively from home.
• We have put restrictions on business travel.
• Employees working in frontline and/or customer-facing roles (eg etail warehouses, vehicle inspection centres,
media distribution) have been supplied with PPE, and social distancing protocols have been maintained.
• Through our employee assistance programme, our people and their families have access to confidential support/
counselling for emotional, legal and financial problems.
• Our business continuity protocols have proved effective during the current pandemic and we have meaningfully
limited negative business impact.
Naspers integrated annual report 2021
66
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Monitoring of key risks continued
Capital
We aim to
Key risks
Measures to respond to opportunities and manage risk
Changes to risk to be considered
• The group’s subsidiaries are required to act in line with the group’s good governance guidelines, which, inter alia,
aim to ensure effective management of IT- (and cyber-) related risks across the group. This includes risks of data/
information security breach and business interruption, for instance by implementing and testing disaster recovery
plans as part of their overall business continuity planning.
• Robust business planning, including working capital.
• We maintain adequate short-term insurance cover for our assets and loss of income due to business interruption.
• Asset maintenance programmes.
• Contracting with and regular performance evaluations of our service providers (including service-level agreements
with outsourcing parties).
• We run SAP in most of our B2C businesses and invest in other support systems to optimise our inventory planning
and management and to ensure efficient warehouse operations.
• Our warehouse operations and procedures include strict access control, separate storage of high-value goods,
camera observation and other security measures.
• As part of their overall business continuity planning, in territories where continuous power supply is a risk, our
businesses have contingency backup in the form of generators.
• We conducted a groupwide assessment of climate-related transition and physical risks to help assess
vulnerabilities and be better prepared to respond. The outcome was that most of these risks are located in specific
operations and countries and are unlikely to disrupt the operations of businesses as a whole.
Moving our IT operations to the
cloud makes us asset lighter and
more resilient against cyber-attacks,
but increases our dependency on
outsourced services suppliers.
Cybercrime remains and requires
significant focus and investment to
protect our data and manage
cybersecurity risks.
The global Covid-19 pandemic
outbreak may impact on the net
realisable value of components of
the inventory held by our
businesses.
Manufacturing capital
Manufacturing capital is key to our
services and operations. Across
the group, manufacturing capital
may include:
• Office, service centre and
warehouse buildings and
equipment.
• Information and technology
infrastructure and equipment.
• Distribution networks (such as
customer service centres, retail
outlets and courier services).
• Public infrastructure such as
roads for delivering goods.
• Vehicles.
• Inventory/stock.
• Ensure that office buildings,
• Natural or human-induced disaster and
warehouses, retail outlets, vehicles
and equipment are efficient, well
maintained and adequately insured
against relevant risks.
• Maintain and/or occupy buildings
and facilities with low carbon impact
and green-certified where possible.
• Ensure our operations do not
negatively impact on the societies in
which we operate.
• Operate and/or source green fleet
solutions.
• Operate a secure and resilient
technological infrastructure.
• Manage our outsource partners to
deliver on agreed service levels.
• Avoid obsolescence of products and
services held for sale by
procurement and inventory
management.
political risk.
• Most of our businesses have buildings
(eg offices, outlets, warehouses) and
various types of IT equipment, office
furniture, vehicles and other. Failure to
operate these assets efficiently and/or to
maintain these adequately could result in
service interruption or write-offs and
affect profitability. Furthermore, such
assets are subject to potential theft and
damage, which could result in losses
should they not be appropriately insured.
• Service-availability risks such as failure of
software, systems or infrastructure (eg
due to technical failures or cyber-attacks)
could disrupt continuous services to our
customers, affecting satisfaction. The risk
is higher in some of the countries that we
operate in, where the energy grid
infrastructure may fail to provide
consistent and reliable levels of power
supply.
• Certain business segments operate in
locations that are likely to be impacted
by physical climate-related hazards such
as floods and sea level rise in the longer
term (eg in Mumbai). As was witnessed
in recent years, operations in South
Africa are vulnerable to disruption by the
impact of increased water stress and
drought. More broadly, logistics
(upstream from suppliers and
downstream to customers) of some of
our companies might be impacted due
to storms and localised risks. Our South
African businesses in particular may
suffer from power shortages.
• Some of our businesses, especially in the
B2C segment, carry significant inventory.
Our Classifieds segment engages in car
trading and may hold meaningful
investments in cars for sale at points in
time. Such inventory is subject to a wide
range of risks, such as obsolescence,
shrinkage and theft (including robbery of
warehouse premises) and damage.
Naspers integrated annual report 2021
67
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Monitoring of key risks continued
Capital
We aim to
Key risks
Measures to respond to opportunities and manage risk
Changes to risk to be considered
Intellectual capital
Intellectual capital (knowledge-
based intangibles) includes
intellectual property (IP) such as
patents, copyrights, trademarks,
domain names, confidential
information, as well as institutional
knowledge, systems, procedures
and culture.
• Use intellectual capital to drive
customer-focused development and
innovation strategies.
• Strategically protect our intellectual
capital and take reasonable steps to
avoid infringing or misappropriating
third-party rights.
• Produce and acquire valuable
content for consumption by our
customers through our various
platforms (in Media).
• Cultivate positive, innovative, ethical
cultures within the group, including
measures like adoption of
groupwide IP guidelines and
open-source software guidelines to
educate employees on appropriate
protection and use of IP rights.
• Build intellectual capital through
continuous investment in our people
and knowledge-sharing
programmes throughout the group.
• Maintain adequate cybersecurity
programmes commensurate to
business size and workforce.
• Cybersecurity risks: Our systems and the
data they store are subject to various IT
security threats, which target sensitive
information, integrity and continuity of our
services and the reputation of our
businesses.
• Data privacy risks: A failure in or breach
of our operational or security systems or
those of third parties with which we do
business could disrupt our businesses,
result in the disclosure or misuse of
personal, confidential, or proprietary
information, damage our reputation,
increase our costs and cause losses.
• Failure to properly protect and enforce
our businesses’ IP rights against any
unauthorised use or infringement by third
parties may lead to loss of market share,
revenue opportunities and reputation.
• Ineffective response, including insufficient
innovation, to meet our customers’
changing demands and consumption
patterns.
Increasing as we need to increase
our investment in data-driven
technologies and run heightened
risk of technology obsolescence or
falling short in building AI/ML
solutions towards our service and
product offering.
• Consistent with the Risk Management Policy, the group’s Information and Technology Governance Charter and the
Cybersecurity Policy, individual businesses directly manage cybersecurity risk and IT operations. Chief technical
officers (CTOs) or chief information security officers (CISOs) or chief information officers (CIOs) establish an
appropriate risk management framework and relevant policies and procedures aligned with in-country legislation.
Management teams ensure cyber-risk resilience is on their agenda, that adequate crisis (and communication)
plans are implemented and tested and that disaster recovery plans are in place. Annually, CEO/CFO’s sign off on
this.
• The group, through the risk and audit function, periodically checks the security fitness of the businesses and requires
semi-annual and security status reports from the risk function, the CTOs and heads of security. The reports are
aggregated and shared with the group executives and the risk committee.
• The group expects the business to procure adequate cyber-insurance, which is in place for our larger segments
and at corporate level.
• Legal functions provide legal advice on cybersecurity and data privacy, communicates legal requirements to
internal stakeholders and establish a privacy framework and relevant policies for implementation.
• Through risk and audit working together with human resources and through businesses’ own initiatives, around the
group we run security awareness programmes (eg by way of phishing awareness campaigns) and deploy training
sessions on security in the workplace.
• Our businesses comply with in-country data protection laws and, where applicable, Payment Card Industry –
DIGITAL Security Standards form part of management’s responsibilities.
• Our policy on data privacy governance sets out the responsibilities, principles and programmes to manage data
privacy across the group.
• The group’s policy on data privacy governance defines how data privacy is managed in the group, as an element
of information and technology (I&T) governance described in King IV, promotes best practice with respect to the
processing of personal data within the group; accommodating diversity with respect to business models, resources,
culture and legal requirements; and supporting trust in our businesses’ products and services.
• We have appointed a group head of data privacy, who has implemented a data protection privacy programme
that incorporates incident response, training and assigning responsibilities to resources within the businesses to
ensure capacity to report and coordinate on incidents with relevant regulatory bodies.
• We have appointed a group head of IP, who developed our IP strategy designed to provide freedom to operate
and grow our businesses.
• The strategy focuses on the creation of critical IP assets – trademarks, domain names, patents and copyrights – to
protect what we know and what we create.
• Any relationships with employees, consultants or third parties where intellectual property is created or used – our
business agreements include terms to ensure ownership of or licences to any necessary IP rights for our
companies.
• We extensively monitor internet and social media platforms for infringement of our trademarks and copyrights that
may be an indication of competitors attempting to unfairly trade on our companies’ goodwill to develop their own
business or bad actors attempting to misuse the trust our businesses have earned for dishonest or illegal purposes.
• When we discover third-party use of our IP rights that is deemed to be improper or unauthorised, we quickly take
remedial measures such as initiating a takedown of the infringing activity by working with the platform operator. In
the case of bad actors who carry out organised and widespread infringement of our brands for criminal purposes
(eg phishing), we work with the authorities to determine whether they can eliminate the threat at the source.
• Research and development spend strategies are linked to value creation. We hold regular strategy and operations
reviews, also to assess product and service development.
Naspers integrated annual report 2021
68
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Monitoring of key risks continued
Capital
We aim to
Key risks
Measures to respond to opportunities and manage risk
Changes to risk to be considered
Social and relationship capital
We acknowledge that we are
required to act in line with our
values and code of business ethics
and conduct, and carefully
manage both internal and a wide
array of external stakeholder
relationships.
• Respect human rights.
• Cultivate an ethical culture.
• Comply with relevant company and
other applicable laws.
• Meet the requirements of regulatory
and financial authorities (including
securities exchanges) and
participate in the development of
policies beneficial to societies and
markets in which we operate.
• Build trust and maintain the
businesses’ licences to operate, our
brands and reputation.
• Engage with our stakeholders and
respond to legitimate and
reasonable issues raised.
• Benefit the countries we operate in
by investing in local entrepreneurs,
creating business for local suppliers,
employing people and giving
governments their dues via taxes
and levies.
• Focus on hiring local employees and
growing local talent.
• Give our people meaningful jobs
with the opportunity to learn and
grow professionally, in a purpose-
driven environment where they are
recognised for a job well done and
are paid fairly in line with personal
and company performance.
• Create a diverse and inclusive
workplace. We promote safe
reporting of feedback or issues with
our people, processes and
practices.
• Safeguard the health, safety and
wellness of our people.
• Sustain corporate social initiatives
focused, targeted and linked to
business strategy.
• Infringement on human rights contrary to
the group’s human rights statement.
• Unethical behaviour in breach of our
code of business ethics and conduct.
• Loss of consumer trust, for example,
failing to deliver on our service promise,
data-security breaches, non-compliance
and inferior product offerings.
• A breach in customer-, employee- or
business partner-sensitive data resulting
in identity theft, discrimination or possible
financial losses.
• Non-compliance with laws and
regulations in the countries where we
operate, specifically, but not limited to
company law, data privacy, anti-bribery
and anti-corruption, taxes and duties,
licence conditions, consumer protection,
anti-money laundering and international
sanctions.
• Non-compliance with the rules of the
Euronext Amsterdam, JSE, LSE, A2X
Markets stock exchanges could result in
the suspension of Prosus and Naspers
shares and bonds from trading.
• Negative impact as a result of our
business operations or products in
societies in which we operate.
• Infectious diseases affecting societies
in which we operate.
• Our associates and investees (non-controlled entities) are required to comply with applicable laws and regulations.
• Mindful of the opportunity that we have to influence our supply chain partners through our supplier and purchase
No change.
decisions, we expect a commitment to minimum human rights standards, that is compatible with our own
commitments, by companies who seek to qualify as a supplier to Prosus and Naspers.
• Management is committed to setting the right tone at the top and we communicate our values as per our code of
business ethics and conduct and through ethics awareness initiatives.
• Anti-bribery and anti-corruption training and programmes as part of the legal compliance programme.
• We make our OpenLine whistleblower facility available for employees to report suspected unethical behaviour.
• Measuring and monitoring strength of customer relationships (such as Net Promoter Score) and strategy to ensure
customer satisfaction.
• The group actively manages stakeholder relationships and responds to legitimate and reasonable issues raised by
major stakeholders. We strive to provide increasing transparency, primarily through our integrated annual report
and various stakeholder meetings, presentations and leadership interviews throughout the year.
• We continue to strengthen our public policy teams, increase engagement with regulators and invest in corporate
affairs, government relations and communication while operating a robust legal compliance programme.
• Adopting measures to protect customers (including frameworks and policies in place, and training and awareness)
and ensuring customer privacy and data security are managed and monitored. This includes measures to protect
against cyberthreats.
• Data privacy is managed by our data privacy team and measures are taken to protect all sensitive data, including
compliance with laws per territory. We further ensure our platforms conform to data privacy requirements.
• Corporate social investment programmes that benefit the community and the business, such as providing learning
and internship opportunities to students, contributing to the community and improving employment in the country,
but also contributing to the human, intellectual and financial capitals of the business in the long term. We have a
number of social responsibility and social impact projects that aim to uplift communities in which we operate –
these projects are based on the needs identified per territory. An example is Naspers Labs in South Africa.
• The company secretary manages compliance with stock exchanges’ rules where Naspers securities are traded,
including required submissions of reports and updates.
• The social, ethics and sustainability committee monitors compliance with BBBEE and similar industry charters in
place for the South African businesses as well as other matters stipulated in the South African Companies Act.
• The group’s tax department proactively engages with tax authorities and has developed a tax control framework
to enhance transparency and respond to increased scrutiny from tax authorities.
• We periodically survey employee engagement and take corrective action where needed.
• Selection, onboarding and evaluation of drivers and running safety (awareness) programmes.
• Management of our businesses that run crisis-simulation exercises from time to time.
• Internal audit periodically assesses the risk culture of selected entities. Results are indicative of the company’s
control environment and are discussed with segment and local management.
Naspers integrated annual report 2021
69
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Monitoring of key risks continued
Capital
We aim to
Key risks
Measures to respond to opportunities and manage risk
Changes to risk to be considered
Social and relationship capital continued
• The sustainability team monitors applicable requirements and assists businesses where required – for example
No change.
measurement of footprint and carbon tax assessment.
• We proactively engage with stakeholders to identify topics that are important to them that can have an impact on
and be impacted by our business and strategy.
• Our sustainability policy provides the guidelines for responsible business conduct in our role as an investor and as
an operator, allowing for the diversity of business models, resources, culture and legal and regulatory requirements
across the group.
• Proactively addressing climate-related issues, including by setting and publicly communicating strategy and
progress made for the company, as well as majority-owned businesses.
• Our business models are aligned with promoting digital inclusion, by virtue of using our products and services.
• All entities in our group currently fall below the threshold of a carbon tax and tend to be relatively low impact in
terms of the carbon footprint of their direct operations. However, if the world is to meet its 2050 climate targets,
eventually some of our businesses may be affected
• Regulatory requirements in relation to
governance are well established
globally and regulation of environmental
and social topics is on the rise. In
Europe, Prosus is required to comply with
the European Non-Financial Reporting
Directive and faces further regulation in
the coming years such as further
revisions to the EU directive, the EU’s
taxonomy regulation and the draft EU
regulation on human rights and
environmental impacts. Further, certain
countries (such as South Africa) have
introduced carbon tax and other
countries are expected to do so in the
future.
• A listed company is expected to
demonstrate responsible business
conduct in line with stakeholder
expectations of its ability to impact and
be impacted by material issues. Lack of
transparency and information in the
public domain on topics important to
stakeholders can lead to reputational
damage.
• Digital inclusion is a global risk and
prevalent in the countries in which we
operate. As a global technology investor
and operator, we are exposed to
markets where information, and
communication and technology (ICT) is
slow to develop, and uptake as well, due
to specific in-country constraints.
Naspers integrated annual report 2021
70
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Monitoring of key risks continued
Capital
We aim to
Key risks
Measures to respond to opportunities and manage risk
Changes to risk to be considered
Natural capital
We acknowledge that we are
required to act in an
environmentally responsible way.
As a technology investor, the
group has a relatively low impact
on natural resources.
Our businesses consider the extent
to which natural capital may
significantly affect current or future
operations; trigger legal or
regulatory processes or fees, such
as emission fees; have a financial
impact, eg on insurance
conditions; and affect company
image or relationships with
stakeholders, eg changing
customer and employee
preferences. Each business’s
responses to mitigate key risks
and pursue opportunities will differ
depending on the unique risks and
opportunities in its operating
environments.
• Minimise our impact on the
environment and address critical
issues, including climate change and
the responsible use of natural
resources, specifically energy and
water usage.
• Comply with laws and regulations
that relate to the environment.
• To be useful to the communities we
serve, acknowledging that
environmentally responsible
behaviour is part of this.
• Take advantage of opportunities to
reduce our environmental footprint.
• Invest in high-growth markets and
credible sustainable products and
services that may offer new revenue
streams.
• Despite our sustainability commitments,
we may not be successful in achieving
our own goals and ambitions towards
minimising our ecological footprint. As
our stakeholders increase their focus on
responsible environmental behaviour
and carbon emissions, we are at risk to
be seen (rated) unfavourably in such
respect, which may affect our reputation
and ability to attract investors.
• Worldwide extreme climate changes.
• Rise in consumption of energy due to
increased use of technology, leading to
an increased carbon-emission footprint,
adversely impacting climate change.
• We require our businesses to adhere to our group sustainability policy.
• We measure our carbon footprint to understand how to reduce it. We publicly report on our carbon footprint and
annually participate in an audit process to obtain assurance on the information reported.
• We have taken various initiatives across the group to minimise our carbon footprint. These include reducing carbon
emissions through the use of energy-efficient offices, operations and fleets. We also offset carbon credits through
partnerships by investing in certified standard projects.
• Where relevant, our businesses reduce waste through promoting recycling, reducing single-use plastic and using
recycled packaging, as well as actively contributing to water-saving and preservation initiatives.
• We monitor compliance with environmental laws and regulations.
• The business models of our platform businesses have an inherently lower natural capital requirement. Some
contribute to reusing products instead of buying new (eg Classifieds).
• Reducing operational costs by minimising consumption and impact.
• Reducing environmental compliance/regulatory fees and charges.
We measure and disclose our
scope 1, scope 2 and scope 3
emissions. This year we are taking
a step towards becoming
carbon-neutral. To be carbon-
neutral in our own operations’
(Naspers and Prosus core) scope 1
and scope 2 emissions by the end
of FY22, is embedded in the
sustainability-linked goals of the
chief executive and cascaded
through the organisation. Next year,
we will communicate our carbon
roadmap and will be working with
an independent specialist on
strengthening our greenhouse gas
(GHG) inventory and mapping
reduction opportunities. Refer to our
environmental section on pages 88
to 90.
Naspers integrated annual report 2021
71
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Sustainability
review
Contents
73 Our sustainability direction
75 Data privacy and protection
77 Cybersecurity and technology resilience
79 Artificial intelligence and machine learning
81 Our people
88 The environment
91 Society
92 Naspers Labs
93 Promoting accessibility in India: Prosus SICA
94 Helping young women in India gain
education and employment: Prosus FLIGHT
95 Tax
Naspers integrated annual report 2021
72
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our sustainability direction
Our approach to driving sustainability progress
Sustainability has always been at the core of who we are,
what we do and who we partner with.
Our business is built around backing companies
that use technology to help improve everyday life
for people around the world. Our positive impact
starts with the choices we make in the companies
that we invest in. We choose to support local
entrepreneurs who are using digital technology to
address the everyday needs of the communities
around them. By investing in local entrepreneurs,
we enable them to access our financial and
non-financial support. Moreover, we stimulate the
economic and social development of the local
communities as jobs are created and businesses
gain a strong partner for their journey.
As people increasingly move their activities to
digital platforms, there tends to often be a positive
environmental impact. The digital delivery of
products and services replaces the need for
physical infrastructure and limits the need for
transport. When customers buy and sell second-
hand goods, for example, they are extending the
life of the product, which directly contributes to a
more sustainable way of life. From Classifieds to
Payments and Fintech to Food Delivery to Edtech
(our newest segment from 1 April 2021) – the
businesses we back are at the heart of this digital
transition.
Going forward, we aim to extend our commitment
to sustainability through a greater focus on the
material topics that have been highlighted by our
stakeholders, so we can have a progressively
better impact.
Our approach
We apply a rigorously layered approach to
sustainability, rooted in our purpose and strategy
and applied across the group, bearing in mind
where we have direct influence and where our
opportunity is to influence and encourage.
For us sustainability is a journey, where we start with
looking inwards at how we can minimise the possible
negative impacts of our own operations as much as
possible. For example, we aim to be more efficient in
our use of energy and reduce our emissions from our
physical presence. By doing this, we look to minimise
our scope 1 and scope 2 carbon emissions as a
group. We extend this by encouraging our group
companies to minimise their emissions, too.
However, we know that we can go further. We look
for ways to give back to the communities that we
operate in and to use our resources to lead the
transformation to a more sustainable world. To this
end, we work towards maximising the positive
impact directly at a group level and indirectly
through the companies we invest in. Some
examples: we are increasing the use of renewable
energy for the group’s office buildings; and etailer
eMAG, is investing in its own solar power for its
new warehouse, as well as planting a 10km forest
next to the warehouse.
Lead
Sustainable
value creation
Do good
Investing in communities
Serving one fifth of the world’s population provides
immense opportunity to stimulate positive change
and address shared global challenges
Develop a flagship programme on social impact,
building on existing programmes but with clear
thematic alignment and one companywide target
Mitigate harm
Identify and manage negative impact
linked to business and operations
E Limit carbon emissions and set neutrality target
S Clear position on human rights and related topics
G Compliance with local standards
Our commitment
Our commitment to sustainability is set out in our
sustainability policy, available at www.naspers.com.
Sustainability governance
We take our responsibility seriously and the group’s
board-approved group sustainability plan reflects this
commitment by identifying and focusing on specific
sustainability goals. The board oversees, and is
ultimately responsible for, sustainability and the
progress made against the sustainability plan. The
risk committee and the social, ethics and
sustainability committee assist the board in
discharging this responsibility.
The board ensures that processes are in place
to assess and respond to sustainability risks and
opportunities that arise as a consequence of the
group’s activities.
As part of its oversight of performance, the board
considers the general sustainability of the group
with regard to its solvency and liquidity, its status as
a going concern and its reliance and impact on the
six capitals. The board delegates the implementation
of this sustainability plan to the management team
and conducts a biannual review of progress against
targets.
Living sustainability at a local level
Applying a one-size-fits-all approach to
sustainability governance is not practical, given
the diversity of majority-owned companies in our
portfolio. As a result, the companies vary their
approach to sustainability, based on factors such
as business model, operations, workforce size and
geography, resources and complexity of activities.
Sustainable
value creation
Creating
positive impact
through responsible
operations and
investment decisions
Elevating our impact
by supporting and
empowering the
businesses we operate
Naspers integrated annual report 2021
73
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our sustainability
direction continued
KEY ISSUES
Societal
Business
Business culture,
ethics and integrity
Financial performance
People
Responsible
investments
Customer centricity
Data privacy
Digital inclusion
Environment
Climate action
Technological
AI
Cyber-resilience
Innovation
Creating impact where it matters most
Through our materiality process we identified the
11 issues that are most important and that we can
have the biggest positive impact on. More detail
can be found on page 26.
The United Nations Sustainable Development
Goals (UN SDGs) provide a framework for
measuring impact. At a group level we believe our
most meaningful contribution through our business
and operations to enable the SDGs are:
• gender equality through our diversity and
inclusion (D&I) initiatives
• decent work and economic growth through our
various business and societal initiatives in the
communities we operate in
• industry, innovation and infrastructure through AI,
innovation and cyber-resilience, and
• climate action through our emissions-reduction
initiatives.
Our group companies across our core segments
contribute to the UN SDGs through their own
particular strategies, initiatives and operations.
Their most meaningful contribution is to quality
education, responsible consumption and
production and partnerships for goals.
For more information see our separate download
‘Aligning our impact to the UN SDGs’ and
‘Measuring our impact’ on page 21.
‘ We are a dynamic, responsible business
committed to creating sustainable value
for all our stakeholders.’
Bob van Dijk
Chief executive
Moving forward
There is no endpoint with sustainability – we are
always looking to move forward. With the world
around us constantly changing, our sustainability
direction provides an anchor to help us keep
contributing to positive change. To this end, every
year, we review our sustainability direction as part
of our strategic planning.
To ensure we live up to our sustainability
commitment, we will:
• refine and evolve our sustainability approach
through research, education and engagement
• consider the sustainability risks and opportunities,
set appropriate goals and track our progress
against them
• engage with investors and other stakeholders on
sustainability matters
• analyse the overlap between environmental,
social and governance (ESG) reporting
requirements and other reporting frameworks
and align with the most appropriate reporting
frameworks to support our public disclosures, and
• report on progress in our integrated annual
report and to our risk, and social, ethics and
sustainability committees and the board.
As a leading global consumer internet group we
have the potential to make a difference in many
ways and across many areas.
Responsible investment
We are committed to investing in entrepreneurs and
technologies that improve people’s daily lives. We think
global but often back local teams. Our capital allocation
strategy helps us rigorously manage our assets for growth
while balancing the importance of making a positive impact
on society. We pursue growth by building leading companies
that empower people and enrich communities. Our core
focus on investing in companies that use digital technology
to improve the daily lives of millions of people, helps us to
deliver performance and value for all our stakeholders.
Going forward, we will further develop and communicate
our methodology for assessing the sustainable impact of
our investment decisions.
Going forward, we will also further articulate our investment
thesis on social and environmental risk mitigation and include
our focus on enabling sustainable impact through our capital
allocation strategy. We will be assessing our existing portfolio
on sustainable impact and communicate progress on it.
Digital inclusion
As a global consumer internet group, we build leading
companies that use digital technology to improve the daily
lives of millions of people. Businesses across the group
enable digital inclusion in diverse ways by offering users
access to online services that enable financial transactions,
buying and selling of goods, food delivery and education,
among others. Each business sets its own unique KPIs and
targets on growth in users that reflect its unique service
proposition and business model. Beyond the core business,
companies across the group also support targeted inclusion
of underserved individuals in the community through their
community investment initiatives on pages 92 to 94.
The most material risks to digital inclusion are cybersecurity
and data privacy. These have been identified as important
to our stakeholders and material to our business. We
comprehensively communicate on our approach to mitigating
the risks with disclosures on relevant performance targets.
‘Aligning our impact to the UN SDGs’ is
available at www.naspers.com/investors/
annual-reports
Supplier sustainability
We are committed to building a more sustainable supply
chain through our purchase decisions.
Naspers is implementing an integrated vendor-screening
tool for suppliers at a corporate level. We aim to screen the
majority of vendors across a range of material issues, to help
identify any areas of concern. The tool will be deployed
across our current and future portfolio of vendors, upfront
and on an ongoing basis.
Human rights
As a global corporate citizen, we are committed to
contributing to the advancement of universal human rights.
Our commitment is guided by key international standards
such as the United Nations Guiding Principles on Business
and Human Rights (UNGPs).
In addition to our direct impact on our employees and
workforce, we indirectly influence our suppliers, companies
we invest in and decision-makers across the communities in
which we operate. Our human rights statement describes our
approach covering topics that include remuneration, dignity at
work, privacy and employee confidentiality, forced labour,
and health and safety.
This year, we met our target to develop and publish a
comprehensive human rights statement at group level.
For FY22 we have set ourselves the target to cascade the
adoption of the human rights statement across majority-
owned companies. As part the implementation of our
corporate vendor-screening tool for our majority vendors we
will screen our vendors on human rights among a range of
other material issues to help identify any areas of concern.
Naspers integrated annual report 2021
74
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Data privacy and protection
Seven data privacy principles
Each business is expected to respect and
implement seven core data privacy principles:
Data privacy and protection is a key business imperative. It is a
critical part of how we work to improve everyday life for people
around the world.
Our commitment
We recognise that privacy is an important value
and an essential element of public trust.
We strive to be a trusted company and we expect
the same from all our businesses. We expect each
business to implement our high standards of
responsible data privacy practices in a way that
is adapted to its own circumstances; considers its
business model; the cultures of the countries in
which it operates; its compliance obligations and its
human and financial resources.
For many years, we have viewed data privacy
as essential for the group, not only as good
governance and risk management, but also to do
the right thing for stakeholders and build their trust.
Accordingly, we have a comprehensive data
privacy governance policy and a privacy
programme designed to ensure that the vast
amount of data across the different businesses
in the group is protected and managed.
‘ We emphasise the importance of privacy by
design. We are putting privacy at the core of
how our businesses develop and manage the
solutions and services that improve everyday
life for people around the world. For us,
privacy by design involves all our people –
it is a shared commitment.’
Justin B Weiss
Global head of data privacy
A groupwide policy
Our policy on data privacy governance sets out the
responsibilities, principles and programmes for
ensuring data privacy across the group.
It is designed to define and document how data
privacy is managed; to promote best practice; to
accommodate the different business models,
resources, culture and legal requirements across
the group; and to support trust in our businesses’
products and services.
We regularly review our policy and it is available
on our website www.naspers.com/about/policies.
Clear accountability
We give clear accountability to individual
businesses. Each business is directly responsible
for managing data privacy in its organisation.
This responsibility rests ultimately with the CEOs
of each business – they lead in implementing the
group’s policy and are directly accountable for
the data protection programmes and privacy
standards in their organisations.
This approach to data privacy aligns with our
model of decentralised governance and broader
belief in encouraging great leaders and businesses
to excel. We believe that setting the right shared
principles, and giving businesses the direct
responsibility to enact them, is the best way to
have a greater long-term positive impact. More
broadly, we are fostering a culture of data privacy
and looking to businesses to ensure privacy by
design – where privacy becomes part of the fabric
of day-to-day work rather than an add-on.
1. Notice: We offer appropriate notice about our
data privacy practices.
2. Individual control: We honour data subjects’
choices for their personal data.
3. Respect for context: We recognise that data
subjects’ expectations about fair and ethical use
of their personal data are informed by the
context in which their data was first collected.
4. Limited sharing: We limit unnecessary personal
data sharing with third parties.
5. Retention: We retain personal data only for
as long as we need it.
6. Security: We ensure appropriate security.
7. Governments: We engage with governments
responsibly.
Widely recognised internationally as fair information
privacy principles, they are ethical guidelines for the
responsible use of data. Critically, they are both
universal and able to be applied to the different
businesses in the group – from established global
players to start-ups in jurisdictions that may not yet
have a data privacy law.
Data privacy programme
To help businesses put the principles into practice,
we have a data privacy programme designed to
scale to their needs and circumstances. This
programme ensures that our core data privacy
commitment and approach is followed in ways that
really work for our businesses, which benefits both
individual businesses and the group as a whole.
The programme is available to all companies in
the group, including minority investees. This reflects
our broad commitment to sharing best practice
and expertise in key areas such as data privacy,
cybersecurity and artificial intelligence across the
whole portfolio. This is one of the main ways we
add value and help build the companies we
invest in.
Our data privacy programme
Our programme has seven key elements:
1
Ensuring executive buy-in
2 Knowing your data
3 Setting policies
4 Training employees
5 Managing vendors and third parties
6 Legal compliance
7 Reporting
Supporting and monitoring
The group’s data privacy office supports and
monitors the businesses. Help ranges from
guidance on implementing the data privacy
programme, a secondment programme that
develops and trains future privacy leaders
nominated by companies within the group,
and advice on any data privacy implications of
mergers and acquisitions.
Businesses provide regular privacy and security
reports to group executives in ongoing business
reviews. The board’s risk committee reviews the
data privacy policy and its implementation
annually as part of its oversight and governance
responsibilities.
Naspers integrated annual report 2021
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Data privacy
and protection continued
Our progress this year – setting KPIs
To reflect on the business-critical nature of data
privacy and protection, we established three key
performance indicators (KPIs) to help us manage
and monitor our performance.
Investing in expertise
The first KPI relates to the level of investment in
data protection officers, deputies, regional privacy
leads, privacy managers and other experts. The
more we grow our network of data privacy and
protection experts across the group the stronger
our capabilities will be. When new data protection
laws come into force, we commonly observe
increased investment in this area to accommodate
the mandatory designation of data protection
officers within companies.
In South Africa, our data privacy leaders and
support increased 350% year on year, driven by the
entry into force of South Africa’s POPIA (Protection
of Personal Information Act) legislation.
Auditing companies
The second KPI focuses on oversight. We regularly
conduct audits that focus on aspects of data
governance as part of our overall risk
management. Guided by the privacy team,
our internal audit team schedules and performs
various types of privacy controls, verifications and
audits on majority-owned companies. These audits
are a valuable way to provide both assurance
and guidance. They are welcomed by group
companies, as they help identify opportunities to
strengthen privacy and data protection.
In the year, we conducted seven audit activities
with data governance components, assessing
issues specific to privacy, software development life
cycle, vendor management, data management
and broader risk management.
Focusing on privacy by design
The third KPI relates to our increasing focus on data
privacy by design.
We are committed to developing broader and
deeper capabilities across the group to execute
privacy by design: incorporating privacy at the
design phase of product and technology
deployment. As a result, privacy is embedded in our
solutions and services from the outset, rather than
considered later. This is one of the key ways we live
up to our purpose of improving everyday life in more
effective, efficient and responsible ways.
Driving home its criticality, privacy by design was one
of the group’s FY21 business goals. So everyone in
the group, cascading from the senior leadership
team, is accountable for delivering on it.
In September 2020, we launched a dedicated
development programme, the Prosus Privacy
Technologist Programme, on MyAcademy.
Looking forward
The Covid-19 pandemic has heightened the
importance and focus of the world on regulatory
issues, including personal data regulation, the
regulation of AI tools and regulation of non-
personal data sharing. Data protection regulation
is set to keep advancing around the world and
we will continue to focus on this area.
Against this backdrop and with the drive for privacy
maturity in South Africa growing as a response to
POPIA, we will continue to support our workforce
upskilling in this area, including training on privacy
by design and privacy programme implementation.
Our drive for privacy by design in particular, and
our overall commitment to enhancing the group’s
data privacy and protection capabilities, will also
continue apace.
PROGRAMME STATS:
By March 2021, the Prosus Privacy Technologist
Programme achieved the third-highest
engagement level of any training on
MyAcademy: on average,
862
minutes per learner
Number of group companies participating:
22
22
Range of countries:
Range of functions: engineering, technology and
products, risk management, finance, human
resources, customer support, project management,
sales and legal
Number of IAPP members:
246 in 2021
30 in 2020
Creating an army of excellent
privacy technologists
Open to employees from any of our
subsidiaries, the Prosus Privacy Technologist
Programme is designed to enable group
companies to develop their own capabilities to
implement privacy by design.
The programme has two key components.
First, we have partnered as a group with
the International Association of Privacy
Professionals (IAPP). This is the largest
certification body for privacy in the world.
Individuals in the programme become IAPP
members, gaining access to a range of
membership content, including text and
training materials to help prepare for a
credentialing examination to become a
Certified Information Privacy Technologist
(CIPT). As an ANSI/ISO-approved certification,
this external credential is widely regarded as
a valuable qualification for data privacy
professionals working in technical roles.
The second component consists of a rich
body of original video content on MyAcademy
designed to augment the existing study
materials. Created specifically for our group,
the videos give unique perspectives on each
module of training – for example, encryption,
managing identity and anonymity – through
interviews with well-recognised privacy
professionals in the tech industry and
regulatory community.
Our ambition is to have hundreds of qualified
privacy technologists in group companies
playing key roles in championing privacy by
design. Since its launch in September 2020,
over 250 employees have signed up for the
programme on MyAcademy or with the IAPP.
They come from many different group
companies around the world and from many
different functions – from sales to risk
management to engineering to legal.
Naspers integrated annual report 2021
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Cybersecurity and
technology resilience
We are committed to building sustainable platforms
that enable our businesses.
Focusing on technology resilience
Cybersecurity and broader technology threats are
key risks to the sustainability of our platforms and
internal systems. These became even more of an
issue during the year as the world moved further
and faster online due to Covid-19 restrictions. In
response, and in line with our commitment to
continuously improve and ensure the sustainability
of the group, we broadened our scope during the
year to focus not just on cybersecurity but also
technology risks and resilience.
We identified four key areas for the wider group
that will enable us to build sustainable platforms
and systems:
• Availability of the platforms
• Quality and innovation of the platforms
• Security and safety of the platforms
• Security and reliability of the business IT (BIT)
Platforms
Platforms are our consumer products. Without the
platforms, none of our businesses can operate.
These platforms are often complex, handle millions
of transactions and grow rapidly with our businesses.
The platforms are also our face to the customer.
Our businesses operate in fiercely competitive
industries and markets, requiring continuous
innovation to thrive. Technology sits at the heart
of their growth. Thus, we work closely with the
businesses to ensure the platforms are available
24/7 for our customers, are innovative, of good
quality and, most of all, safe and secure to be used.
Business IT (BIT)
Our businesses also use technology to run their
internal processes. This technology is often not
customer-facing and the primary users are
employees. Output from these BIT systems is used
for operational and strategic decision-making,
monitoring performance, managing risks and
preparing information for external stakeholders
(suppliers, shareholders, tax authorities, legal and
regulatory authorities, potential investors,
customers, etc). We work with the internal
departments to ensure these systems are secure
and reliable.
We encourage all businesses in the group to
assess and report on their risks across these four
areas, so we can gain a clear, coherent view and,
in turn, analyse, respond and advise effectively.
At group level, we now report against these areas
as part of our ongoing risk management.
A new information and
technology risk taxonomy
TECH RISK
TAXONOMY
PLATFORM
• Availability
• Quality and innovation
• Security and safety
• Security and reliability
BIT
Focusing on cybersecurity
Updating our cybersecurity policy
The board sets our groupwide cybersecurity policy,
which has four key parts: good governance, good
protection, good detection and good response.
This is the backbone of our robust approach. In line
with the governance framework, we cascade the
policy through the segments to the underlying
businesses, giving them ultimate responsibility for
ensuring they implement strong cybersecurity in line
with their own operations and challenges. For
example, we expect each business to have the
right level of incident management and crisis
management to ensure a good response to any
security incidents.
During the year, we set a group business goal for
security by design. As a result, we updated our
cybersecurity policy, incorporating secure code
development as part of our focus on protecting
the platforms we build. As part of the CEO/CFO
certification, CEOs and CFOs in the group need to
report how they embed security by design, as part
of their business performance evaluations.
Sharing expertise
Our central cybersecurity team provides expert
help and support to the segments and businesses.
As part of our risk and audit function, the team’s
approach is to help develop a competent, agile
community of cyber and risk professionals, based
on three guiding principles:
1. Cyber is an enabler, not a blocker.
2. Help manage risk, not spread fear, uncertainty
and doubt.
3. Every employee is a cyber-warrior.
‘ We build sustainable platforms that
fuel business growth and preserve
the trust of our customers. We
support our businesses to manage
the risks that hamper these goals.’
Trajce (TJ) Dimkov
Head of cyber
Prosus and Naspers
Cybersecurity policy
Incident
and crisis
management
Risk
management
Backup
management
T
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RESILI E
CYBER-
SECURITY
S
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I
VIG
Threat
intelligence
Continuous
monitoring
Log
management
Secure
development
Asset
management
Identity
and access
management
(IAM)
Security
awareness
Naspers integrated annual report 2021
77
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Cybersecurity and
technology resilience continued
Strengthening the team
We strengthened the cybersecurity team during the
year. We also reorganised to enable the team to
focus more effectively on two core tasks: providing
strategic security and resilience advice to the
technology and security heads of the businesses to
help them understand and mitigate risks; and
delivering the cybersecurity projects.
Delivering projects remotely
The cybersecurity team undertakes about 70 advisory
and assurance projects each year to ensure
cybersecurity and technology risks are managed
around the world by our businesses. Our advisory
projects for group companies include hiring hackers
to break in (ethical hacks), forensic work to investigate
breaches, and cloud assessments to improve cloud
set-up and solutions. We also conduct audits –
independent assessments of a company’s security
and resilience for assurance.
In response to government restrictions during the
pandemic, the team had to quickly redesign its
portfolio of projects to deliver online. Despite the
pressures of this challenge, the team successfully
delivered its projects remotely throughout the year.
Assessing vulnerabilities
We have a contract with a leading responsible-
disclosure programme, BugCrowd, which we make
available to all group companies. The contract
enables companies to tap into a community of
around 200 000 responsible hackers who identify
and report any vulnerabilities they find, so the
company can address them.
‘ In Classifieds, we use layered security,
designed top to bottom to provide
best-in-class solutions for billions of
customers we serve.’
Luis Gomes
Global head of information security, OLX Group
‘ In the payment industry, great security
underpins a successful business. Balancing
security with innovation assures our
customers that we are meeting their needs
while protecting their information.’
Sam Butler
CISO, PayU Group
Enhancing our cybercommunity
We cultivate a strong cybercommunity across the
group. By connecting everyone, they can quickly and
easily exchange updates and know-how. It is also a
great way to build a shared sense of belonging to
something bigger and play an important part in the
success of the group as a whole.
Every six weeks, the security heads from the
different businesses meet on a call hosted by the
head of cyber. This is an effective way for everyone
to discuss hot topics and share updates on key
events and risks.
For the wider cybercommunity across the group,
an online workspace has proven a very popular
and effective way for all security professionals to
stay in touch, discuss the latest security trends and
risks and coordinate responses to incidents.
During the year, we also set up an online cyber-
academy. Every month or so, the community can
get together and share the latest insights and
best practice.
Hosting a Game of Hacks
To broaden the involvement and understanding of
security issues across the group, the cybersecurity
team hosts a Game of Hacks event, open to all
group engineers and developers. Teams compete
to win in a highly engaging story-driven game built
around a hackable platform. Now in its second
year, the Game of Hacks is an enjoyable but
effective way to further embed security by design
across the group.
Regular reporting
The cybersecurity team reports to the risk and audit
committees four times a year, sharing updates
across the five technology risk categories. On two
occasions, it presents an extended report on how
well the businesses are doing against the policy.
Reports for the risk committee give a
comprehensive overview, including key risks,
greatest challenges and any major incidents.
Formal audit reports are provided for the audit
committee.
In addition, every three months, the head of cyber
meets with the head of risk and audit and the
group CFO to discuss the most important
cybersecurity and technology issues, where to
focus in the months ahead and any notable
incidents.
KPIs
From FY22, we will start monitoring technology
risks through a number of KPIs. These are
linked to the extent to which we:
1
Have dedicated security functions in the
businesses
2
Have a risk function capable of supporting
the management of technology risks in
the businesses
3
Have a responsible vulnerability disclosure
programme across the businesses
4
Executed red team exercises (ethical hacks) at
the businesses
5
Delivered audit or advisory work at the
businesses
As the group and its businesses evolve, we will
regularly reassess and update the KPIs we are
monitoring.
Our services at a glance
Risk-driven process reviews
• IT risk assessment
• Business-resilience assessment
• Software development life cycle assessment
• Application security assessment
• IT general controls assessment
Data-driven deep-dives
• Cloud X-ray
• Data X-ray
• Process X-ray
Security testing
• Ethical hack
• Cloud ethical hack
• Advanced persistent threat simulation
Resilience exercises
• Crisis simulation
• Chaos engineering game days
• War gaming
Managed services
• Crowd-sourced vulnerability programmes
Looking forward
We will continue to invest in our cybercommunity, to
further deepen and accelerate understanding and
collaboration across the group. This will be
facilitated by holding our second cyberconference,
among other initiatives.
We will also hold a series of virtual sessions with
company chief security officers to simulate and
role-play key issues and threats such as
ransomware.
We are also looking at chaos engineering, to build
a deeper level of automated resilience into our
platforms.
Through these and other initiatives, we will continue
to look for ways to ensure we stay as secure and
resilient as possible, so we can keep improving
everyday life for people.
Naspers integrated annual report 2021
78
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Operationalising ethical and responsible AI
We take an operational approach to ethical and
responsible AI, focused on adopting best practices
across the group’s data-science community.
We develop or adopt tools and practices designed
to check the quality and representativeness of
data, to detect bias in decisions based on the
models, and to trace back the cause of the bias,
among others.
We have adopted specific tools for this purpose.
We focus on raising awareness through
demonstrations and technical education, to ensure
these tools are adopted and used effectively.
‘ We are applying AI and ML everywhere it
makes sense across the organisation –
not just at the front-end where it benefits
customers. We are doing this at scale, for
the biggest-possible positive impact, and by
design, so that AI is built in from the outset.
And we are looking to do all this ethically
and responsibly.’
Euro Beinat
Global head for data science and artificial intelligence
Artificial intelligence
and machine learning
We are building ever-greater capability to capitalise on artificial intelligence
(AI) and machine learning (ML) across the group.
Developing AI across the group
Over the past two years, we have concentrated on
developing AI across the group. This has involved
multiple initiatives, including organisational changes
to support the adoption of data science at scale;
talent and leadership development programmes;
actively engaging with the global research and
development (R&D) community; adopting ML
platforms in engineering; developing deliberate
data strategies; and investing in companies that
increasingly place AI at their core.
Significant results
We have achieved significant results and tangible
outputs from our AI investments. Group companies
have measurably improved their AI operations and
deployed in production hundreds of ML models
that add value for customers, partners and the
business. Across the segments, ML models are
being used in many ways, including to personalise
services, predict prices, validate transactions,
optimise logistics and reduce fraud.
Embedding ethical and responsible AI
We have developed a framework to proactively
include the social and ethical dimensions of AI in
the development process. The framework revolves
around four key principles:
1. Govern: Anchor AI to core values, ethical
guidelines and regulatory constraints, for example,
specifying principles for the development of fair
and responsible AI.
2. Design: Design for privacy, security,
transparency, bias, robustness. For example,
engineering training on how to make models more
robust and explainable.
3. Monitor: Auditing for accountability, bias and
cybersecurity, such as adopting tools for bias check
as part of model-development practices.
4. Train: Prepare and equip associates to take
full advantage of AI and the new workstyles.
This includes upskilling engineering teams on
robustness validation as part of the testing process.
Our guiding principles
We develop AI along three guiding principles:
1
Deploy AI everywhere
2
Develop AI by design for new products
and services
3
Develop ethical and responsible AI
Unbiased, robust, transparent
As we increase the number of models in
production, and the reliance on automated
decision-making based on these models, we
need to control model bias to ensure these do
not discriminate, for instance, for gender; for
robustness, so that models operate within known
boundaries of reliability; and for transparency,
so that model outputs can be explained.
Naspers integrated annual report 2021
79
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Artificial intelligence
and machine learning continued
AI training
We have developed highly specialised engineering
training on several AI themes, delivered to the
group’s AI technical community. Themes include
model deployment, ML pipelines, MLOps (ML
operations) and natural language processing.
We have also developed a specific leadership
module that focuses on enhancing awareness of the
principles, tools and practices that enable the group
to develop a successful and responsible AI practice.
Enhancing our capabilities throughout the year
Focusing on AI innovation
During the year, we launched programmes for
accelerating AI innovation, organised as joint
teams between Prosus AI and group companies.
These programmes focus on fast-forwarding
non-incremental AI-used cases and concepts,
for example:
• AI-driven video-selling at OLX to create a richer,
more intuitive and enjoyable customer
experience, and
• the food-knowledge graph at iFood to enhance
personalisation through rich data structures that
fully leverage the wealth of data of iFood on
dishes, restaurants and user preferences.
Called AI For Impact, it complements our AI For
Growth training. With AI For Impact, we are
creating more focused training dedicated to
specific themes such as investing in AI, next-
generation personalisation and ethical and
responsible AI.
>250data scientists now part of
the Prosus AI community
Making the most of a growing AI community
Together with the segments, we established the
Prosus AI community that includes hundreds of
data-science and AI engineers. This is a platform
for growing data-science knowledge and
capabilities across the group.
We organised technical and scientific workshops
for the community, connected data scientists
working on similar initiatives, shared practices, tools
and lessons learned across businesses.
We also organised the first global Prosus AI
Marketplace for Knowledge. This three-day event
for the AI community enabled us to identify and
share areas of excellence and best practice.
Exploring state-of-the-art AI
We started a new stream of AI Frontiers projects,
aiming at developing awareness, capabilities and
tools on state-of-the-art AI technologies, such as
graph deep learning and language models.
For example, we are developing models that
exploit information stored as a knowledge graph.
Graphs map how things relate to each other. For
instance, restaurants to dishes, dishes to
ingredients, ingredients to tastes. With graphs, we
can learn similarities, navigate complex
dependencies, predict preferences and, in general,
understand food consumption at a very fine level of
precision, with a high degree of personalisation.
We use graphs in many other sectors as well, for
instance in credit, to understand which connections
can be used to estimate credit scores.
Investing in seed-stage AI companies
In mid-2020, we established an initiative to invest in
seed-stage AI companies. The goal is to access
early-stage AI technologies and the ecosystem of
AI entrepreneurs who leverage the current wave of
AI-first innovations, for example, in robotics,
language and vision. This is a way for us to buy into
this early-stage innovation, extend our network of
expertise and accelerate our knowledge.
Supporting data science for social good
Over the past two years, we have engaged with a
number of data-science-for-social-good initiatives,
dedicated to adopting AI in projects with a positive
social impact.
We contribute to a network of academic institutions
and non-profit organisations for developing
data-science-for-social-good summer schools.
These schools are designed to train promising
young scientists to apply their skills to problems for
a positive social impact, for example, reducing
unemployment, increasing access to education and
improving environmental quality in urban areas.
Looking forward
We will continue to support execution of AI and ML
across the group through targeted initiatives and
the AI community. In addition, we will accelerate
AI-by-design innovation.
Training and leadership development will remain
paramount. We aim to increase and deepen the AI
and ML skills of engineers, equip leaders with the
resources to lead AI transformation and enable
everyone to understand the implications for their
work and lives. We will also accelerate AI
investment through our seed-stage investing.
Ethical and responsible AI across the group will
also remain a priority. Increasingly, we are focusing
not just on how to ensure AI is unbiased, robust
and transparent, but also on how to use it to do
something intrinsically good. This is a step forward
from focusing purely on leveraging AI For Business
outcomes to looking at how it can positively
improve people’s everyday lives.
Increased number of
models in production
>120%
year on year
Naspers integrated annual report 2021
80
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our people
Our people are at the heart of our business – they make all the difference
to our success. We are dedicated to helping our people be the best they
can be by creating a diverse, inclusive and learning organisation.
Attracting, developing and rewarding our
great people
We face the challenge of the global shortage of
digital talent every day – digital talent is scarce in
all our markets. The best people have real choices
about how and where they work, and who they
work for – and our employee value proposition,
therefore, remains critical in enabling the continued
growth and success of our business.
Our employee value proposition
To compete for and win the very best global talent,
we need a compelling value proposition for our
people. Our people seek meaningful jobs with line
of sight to business outcomes and the opportunity
to learn and grow professionally, in a purpose-
driven environment that they enjoy; where they are
recognised for a job well done and are paid fairly
in line with personal and company performance.
To this end, we focus on creating an experience
that:
• delivers career-enhancing professional development
and ongoing opportunities to network, learn and
collaborate internally and externally
Cultivating a strong groupwide culture
We are a diverse group of global companies, but
some things are consistent for our people
regardless of where in the world we operate:
• We empower: We back local teams and learn
• recognises excellent work with fair and
from each other.
competitive rewards and enables us to compete
for talent with global and regional/local
consumer internet players
• We perform: We push for performance in
everything we do, and we link achievements and
rewards.
• offers meaningful jobs with a sense of purpose in
a company committed to deploying technology to
address big societal needs and to enrich the
communities in which we operate, and
• puts positive, engaging and inclusive culture and
leadership at the heart of everything we do, in an
environment where many different types of people
feel happy and are able to do their best work.
• We matter: We matter to the communities we
serve and, wherever we operate, we hold
ourselves to high standards.
We talk more about our culture on page 29.
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OUR EMPLOYEE
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IS CENTRAL TO
OUR SUCCESS
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h
d
i
p
Employe e
recogniti o n
y
a
e p
d
n
Fair a
responsibl
PERMANENT EMPLOYEESI
2021
2020
28 445
25 527
FEMALE VERSUS MALE EMPLOYEE HEADCOUNT (%)I
2021
43.00
57.00
Female
Male
HEADCOUNT BY REGION I
Europe, Middle East and Africa
Latin America
Asia Pacific
America
Grand total
17 601
7 050
3 554
240
28 445
HEADCOUNT BY SEGMENT FOR EMPLOYEES I
Classifieds
Etail
Food Delivery
Payments and Fintech
Media
Other
Corporate
Grand total
8 754
8 318
4 126
2 980
2 697
1 238
332
28 445
1 Numbers are reflected as at 31 March 2021 and include employees of
controlled entities.
Naspers integrated annual report 2021
81
Covid-19
The global pandemic, which started at the
beginning of our 2021 financial year, has had
a marked impact on the daily lives of global
citizens and the economy at large. From the
outset, our aim has been to preserve the
health and wellbeing of our people. We have
sought to manage the situation as well as we
possibly can and, at the same time, act
responsibly for our shareholders.
Initially, several of our businesses were
severely impacted by the restrictions in place
and we preserved the employment of those
whose jobs were temporarily impacted
without relying on government financial aid
in this respect.
Looking ahead, we will continue to look after
our people and support the communities we
serve through uncertain times and we are
focused on emerging well from the pandemic.
Our strong performance reflects the resilience
and adaptability of the group and of our
teams. We have navigated challenging times
and continued to build a business that grows
strongly, generates high rates of return and
provides employment for thousands of
employees over the long term.
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our people continued
Investing in learning and development
With the pace of change happening in our industry,
we need to continuously invest in learning
resources so our people can acquire the new skills
needed to build strong and scalable technology
products and services. Our approach is to prepare
our people for upcoming job challenges by giving
them access to the best learning resources.
We employ smart people – we find them all
around the world. We offer them interesting,
relevant and meaningful work to do. We reward
and recognise them for that work in a fair and
market-competitive way. And we want them to be
part of an engaging and positive culture in which
the leadership standards, our ethics, and our
commitment to doing the right thing is evidenced
all around, and in which people know they are
valued as the enablers of our business success.
Wherever we operate we employ local people
and we create supportive, flexible and pleasant
environments to help them perform at their best
while developing their skills. We focus on the
ongoing development of our managers, as
creating an environment where our people feel
cared for, heard and supported in their ambitions,
is ultimately in their hands. Together we are all
responsible for the positive impact we have on
our stakeholders.
Making a wide range of learning easily
accessible for everyone
Within our group and beyond, through our focus on
building leading companies in the edtech sector,
we put a big emphasis on learning. We want to
make a wide range of high-quality learning
experiences easily accessible for everyone.
Learning and development provided by
portfolio companies
Developing our talent is a critical enabler of
present and future success as well as playing a
role in the motivation and retention of our people.
Most of our businesses around the world have a
Learning and development at Naspers/Prosus
Our investment in human capital
1
MyAcademy: Available
to all employees throughout
the Naspers/Prosus
family, eg AI, D&I
2
Business-specific
training: For employees
in individual companies,
eg credit training in PayU
Food in iFood
3
Specialist training:
Available to employees
in specific roles, eg finance
learning and development agenda focused on
their own specific needs.
This is influenced by factors such as what the
business is aiming to achieve, the maturity level
of the business, the opportunities and challenges
it is tackling, its competitive landscape and the
demographic nuances of the region or countries
where it operates.
We base our people-development focus
on three key areas:
1
Reinforcing the leadership pipeline and accelerating
the growth of top talent
Groupwide learning and development
through MyAcademy
Through MyAcademy – our group online learning
hub connecting our people, wherever they are
located, to learning materials – a variety of
learning is available on demand to everyone
across the group.
We have curated the very best learning
experiences from providers around the world,
including our own education partners like Udemy.
Any new company joining the group is welcome
to implement MyAcademy learning content for the
benefit of their employees. The flexibility of the
MyAcademy web-based technology allows rapid
and efficient deployment across the group.
2
Driving a performance culture
3
Supporting the ongoing development and growth
of our businesses by equipping our people with
core consumer internet and digital media skills. For
example, new programming languages,
cybersecurity, ML/data science, commercial/sales
and business skills
MYACADEMY
490 000
hours of learning
over the past year,
compared to
240 000 hours
in 2020
50 500
users, compared to
30 000 in 2020
14 900
monthly active
users, compared
to 12 000 in 2020
Naspers integrated annual report 2021
82
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our people continued
Responding quickly to the pandemic
Over the past 12 months, people working remotely
due to the Covid-19 pandemic have created a
significant opportunity for online learning. Our
employees actively accessed online learning
resources throughout the year, delivering an annual
increase in learning hours of 104%. To adapt quickly
to the situation and respond to the learning needs
of our people, we digitised the majority of the
programmes previously delivered face-to-face and
made them available online. This allowed us to
maintain our learning efforts and continue to invest
in the development of our people despite the
challenging circumstances. It also meant we could
support the many teaching partners with whom we
have long-term relationships, by encouraging and
enabling them to transform their face-to-face
sessions into online learning.
In addition, we quickly added a dedicated remote
working and wellness space accessible from the
homepage of MyAcademy. Created in response to
listening to what employees said they needed, it
provides everyone in the group with ready access
to a range of learning and support resources –
from how to manage teams remotely to
mindfulness and stress management.
Growing rapidly
Every month, we see on average 14 900
employees connecting to MyAcademy to
consume online content. Altogether, this activity
leads to the delivery of an average of 41 000
monthly hours of learning.
My Academy allows us to reach out quickly to our
people all over the world in order to share key
topics and trends. This year, MyAcademy has been
a critical element in our AI and ML transformation
plan. We used MyAcademy to train thousands of
our people who are not in engineering roles in AI
and ML, through our AI For Everyone course. We
also used My Academy to deliver several hundreds
of AI nanodegrees, enabling our developers to
initiate a new career path in AI and ML.
See pages 79 and 80 for more information on AI
and ML.
Training on ML, AI and much more
Technology is in high demand and is a significant
proportion of the total hours consumed online, but
we also use MyAcademy to accelerate and
strengthen our workforce capabilities on other
topics critical to our future growth, from leadership
and management skills to personal development
and cross-cultural training.
Our live education programmes focus on leadership,
management, business development, AI and ML.
These sessions bring people together from across
the group, giving them the opportunity to learn from
each other, share best practices and interact with the
best trainers and facilitators in their field.
We will continue to introduce our leaders to the
latest innovations so they can translate them into
practical business initiatives. For example, our AI
For Growth programme equips business leaders
with the skills and knowledge they need to build
AI-centric businesses.
Looking forward
We will continue to focus on adding to the learning
and support available through MyAcademy.
Our world of learning has been transformed by the
pandemic, not least through moving the majority of
our learning online and delivering traditional
classroom training through live virtual sessions. This
has proven to be a positive move, not only in terms
of quality and efficiency of learning, but also in
helping to reduce the negative environmental
impact of having to travel to and from learning
venues. Looking forward, we are exploring how
best to continue making excellent learning easily
accessible to everyone in the group through
a blend of digital-first, complemented by select
face-to-face learning where it really works best
and delivers value.
We encourage positive engagement
We believe happy and engaged employees
create satisfying customer experiences and in
a competitive global talent market, it is important
that we provide our people with a compelling
place to work. Our businesses actively encourage
participation, address issues raised and share
best practices.
We continue to measure employee engagement
across the group and ask our people for feedback
on their experience of working at our various group
companies. Engagement survey participation rates
and engagement scores are in line with external
benchmarks and we continue to focus on positive
employee engagement across the group.
Naspers integrated annual report 2021
83
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Involving our employees
We assess our progress in building an inclusive
workplace by asking all our employees for their
feedback as part of our annual engagement
survey. Monitoring the results enables us to
understand if we are making the positive impact
we want, and the results this year show great
progress. We further reinforce the building of an
inclusive workplace by including the topic in our
leadership development programmes. We are
committed to creating working environments that
are free from harassment of any kind and have
provided training and education to all our
employees on our zero-tolerance approach to
harassment, as well as guidance about how to
raise any concerns.
Like many other consumer internet companies,
we pay specific attention to gender diversity to
address the under-representation of women in the
technology sector. There is always more we can
do, and the events associated with Black Lives
Matter in the past year have reinforced our
commitment to act and drive positive change.
All our people are on this journey with us and we
have provided access to education and content, so
that they understand the important role they play
and the positive impact they can have.
Focusing on gender diversity
While our commitment to create an inclusive
workplace attractive to many kinds of people is
broad, we face the same specific challenge as our
consumer internet competitors in attracting and
retaining female talent, especially into product and
technology roles. Our efforts to address diversity in
general and gender diversity specifically, span the
whole employee life cycle and across all levels of the
organisation. From board to senior management and
general employee population, we are encouraged to
see an upward trend in the hiring of women, with the
last three additions to the board being women. There
is also an increase in the number of women being
recruited into management roles across the group.
At Naspers corporate level we have hired more
women than men, from director to vice president
levels this financial year.
Our people continued
Building a diverse and inclusive workplace
Building a diverse and inclusive workplace is a key
element of our future business growth and success.
Throughout the year, we placed a big focus on D&I
in our internal and external activities. This year, our
Prototyping Inclusion workshop for leaders has
been cascaded across the group.
Given the scarcity of talent in the consumer internet
industry and our focus on emerging markets, we
face the ongoing challenge of attracting and
retaining talented and qualified candidates. We
are proactively addressing that challenge with
talent sourcing and acquisition strategies designed
to attract a diverse range of people who in turn
represent the full diversity of our customer base.
Reflecting the diversity of our consumers
People who understand the local markets we
operate in are a key strength and asset for us
in building products that consumers love.
We think about D&I n broadly and respect the
dignity and human rights of individuals and
communities wherever we operate in the world.
Building an inclusive workplace where everyone
feels welcome and can thrive regardless of their
gender, gender identity, gender expression,
transgender status, sexual orientation, class, race,
religion, creed, colour, marital or family status, age,
nationality, political association, or disability is
critical for us.
Our role: Promoting equality
1. HIRING
Pipeline
Sourcing and
identifying candidates
for open roles
Matching
Interviewers’ matching
for finalists
Selection
Hiring decisions
2. PLACEMENT
Job grading
Assigning the right
job levels
Pay range
Pay range decision
per job grades
Pay increase
Salary offers
and merit increases
3. PROGRESSION
Performance
assessment
Assessing performance
and making reward
decisions
Promotion
Management making
promotion decisions
Naspers integrated annual report 2021
84
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our people continued
Using data and analytics to embed D&I into our
talent-attraction process
Use of data and analytics
D&I data tools
• Real-time data tools
used to assess success
of balanced and
diverse talent attraction
throughout the talent-
attraction process (job
descriptions, search and
geographical context)
Data-informed
processes
• Job descriptions
AI-analysed for
inclusive language
• Internal candidate slates
actively balanced
• Diverse interview panels
for all roles standard
• Managers coached
to understand and use
this data insight
Continuous
monitoring and
reporting
• Diversity measured and
monitored in every step
of our talent-attraction
process and weekly
reports created
Accountability
• Recruitment vendors
assessed and prioritised
based on diversity
success right across
the talent pipeline
• Naspers applies the
same accountability
process for internal
talent teams
Hiring teams educated
on diversity to raise
awareness and better equip
them to hire diverse teams
and consider inclusion
Underpinned by diversity
training and development
Leaders trained on
inclusive hiring and
unconscious bias – live
and e-learning modules
Attracting and recruiting more diverse talent
We are developing different approaches to
increase diversity in our recruitment projects and
help us hire a more diverse team in terms of
gender and ethnicity in specific countries.
We evaluate our preferred vendors, ensuring they
share our commitment to D&I and can help us
activate a diverse group of candidates.
We track gender representation at every stage in
our recruitment process and use data to ensure
that our recruitment pipeline is more balanced.
We review our job descriptions and our
communications with candidates to ensure that
the language we use is inclusive, and also ensure
that there is a diverse interview panel.
We work to bring the topic of diversity in hiring to
all our teams. To this end, we have developed two
specific training programmes for leaders, on
unconscious bias and inclusive hiring. The goal is to
raise awareness and train our people to be better
equipped to hire diverse teams and consider
inclusion in all they do.
Board diversity
We have a board diversity policy in place, which
we cover in the Governance section of this report,
on page 105.
Championing diversity
Focusing on South Africa
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 employees. Naspers has
maintained a level 4 BBBEE status and remains
committed to managing our transformation efforts
in South Africa.
Helping learners with disabilities to increase
their skills
We want everyone to learn and develop their skills
as much as possible. This year, for example, we
had 36 learners with disabilities graduating in
formal learnership programmes – of the 36
learners, 32 have successfully completed the
learnership and obtained their National Diploma in
Customer Management.
The majority of these learners are now studying for
the next qualification: a National Diploma in
Generic Management Learnership. All in all, we
have 36 learners studying for this qualification over
a period of 12 months. They are due to graduate in
April 2021. The total cost for this intake, including
programme costs and stipends, is R7m.
NASPERS: BROAD-BASED BLACK ECONOMIC EMPOWERMENT (BBBEE) GENERIC SCORECARD1
Target
score
Bonus points
available
Bonus points
achieved
Provisional Score
Achieved F20
Element
Equity ownership
Management control
Employment equity
Skills development
Preferential procurement
Enterprise and supplier development
Socio-economic development
Total score
Performance (%)
B-BBEE rating
Priority elements achieved
25
9
10
20
27
15
5
111
1 BBBEE is a form of economic empowerment legislated in South Africa.
20
2.66
4.53
5
2
2
9
0.16
1.79
2
14.49 (includes the 0.16 bonus points
16.38 (includes the 1,79 bonus points)
17 (includes the 2 bonus points)
5
3.95
80,06 (includes the total 4,00 bonus points)
72.12%
Level 4
Yes
Naspers integrated annual report 2021
85
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our people continued
Fair pay
Equality and consistency are embedded in our pay
practices across the group as we continue to build
our diverse and inclusive workplaces. We operate
in high-growth economies where socio-economic
disparity can be large and societal fairness is very
important to us. We ensure that our pay practices
around the world are fair, competitive and above
minimum wage standards.
We have fair remuneration systems in place
which are:
• Rational – easy to explain
• Equitable – free from discrimination
• Relevant – linked to the country of operation, our
competitive markets and personal and company
performance
We ensure that fair remuneration is applied across
our business operations. Our reward approach and
the fairness objective is an integral part of that. To
this end, we run several programmes in
our company:
• Our reward approach is reiterated with our
human resources team and people managers,
at the time of making (annual) reward decisions
and with new hires.
• We run regular pay-equality analyses, for example,
in relation to new hires, so that we can identify any
unintended or possibly biased differentiation in pay.
• We perform calibration exercises across the
group as a standard process before we make
reward decisions so that we can proactively
redirect if needed.
We are committed to ensuring that the companies
we invest in have fair pay and work conditions for
delivery partners, irrespective of the classification of
their engagement, which varies across the globe.
• Full-time drivers for iFood, Swiggy and Mr D earn
above the prescribed minimum wage, on
average, in the country in which they operate.
• Our companies generally provide health insurance/
life insurance benefits, access to driver education,
as well as low-cost access to safety equipment
(such as helmets and protective clothing).
Ensuring pay equality
We believe in equitable pay for performance – to
reward people fairly for performance aligned with
shareholder outcomes. To this end, remuneration is
designed to incentivise the achievement of
strategic, operational and financial objectives, in
both the short and long term. And we design our
reward system to help us attract and retain the
best diverse talent around the world in a fair and
responsible way.
To ensure equality, we offer similar pay, bonus and
long-term incentives for similar jobs and
performance levels; make fair and consistent pay
decisions and apply objective and measurable pay
differentiation. We do this regardless of race,
gender, sexual orientation, religion, colour,
nationality or disability. We ensure equality at every
step, from hiring to placement to progression.
Objectively measured performance is the only
marker for pay differentiation, and we are
comfortable with bigger rewards for those who
make a higher contribution.
Focusing on health, safety and wellbeing
The health, safety and wellness of our people are
critical; our growth depends on their skills. Employee
wellbeing has been of particular importance
throughout the year due to the Covid-19 pandemic.
Employee wellness is key to organisational
sustainability, and we care for our employees
through various initiatives, recognising that a healthy
and resilient workforce is essential to support the
changes our business is navigating. This year we
paid particular attention to employee wellness and
regularly sought feedback from our people on how
we can best support them during the Covid-19 crisis.
Managing health and safety risks
Health and safety risks are assessed as part of our
risk management framework. Our group goal is to
ensure the health and safety of our employees.
Businesses are required to report on any health
and safety-related incidents. Any reported matter
gets reviewed by the group’s governance
committee that meets quarterly. In 2021, no reports
of serious injuries sustained by employees while on
duty were reported.
Pay equality
WHAT
• Similar pay, bonus and
LTI for similar jobs and
performance levels
WHY
HOW
• Fair and consistent pay decisions
• Objective and measurable
pay differentiation
• We offer a diverse and
inclusive workplace with
equal opportunities
• Structured approach in job
mapping and reward framework
as the basis
• Analyses before, during and after
peer-to-peer assessment
• Calibration of pay proposals within
segment and across the group
• Through us – ongoing focus,
at every decision
Ensuring a safe working environment
We regularly perform health and safety risk
assessments to ensure that all our offices are safe
working environments for all employees. In larger
locations we have trained safety officers who know
what actions to take to ensure employee safety
and wellbeing in an emergency.
Focusing on safety for business travellers
We are committed to ensuring the safety of
employees who travel for business purposes.
All employees who travel are registered with
International SOS, which provides real-time news
and updates on global and local travel risks and
issues, and guidance on health and safety matters
when travelling. All our employees are covered by
business travel insurance.
We actively monitor travel risks and issues on an
ongoing basis and take precautionary measures
where needed. In view of the additional and
significant risk to travellers posed by Covid-19,
all international travel was severely restricted for
the year.
Naspers integrated annual report 2021
86
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Fair and safe working conditions
Our companies are committed to ensuring fair and
safe working conditions for delivery partners,
finding the correct balance between protecting the
flexible economic opportunity for delivery partners
and the need to provide critical benefits and
protections to this growing community of workers.
For example, our companies generally provide
health insurance and life insurance benefits, as well
as low-cost access to safety equipment. Advanced
logistical planning allows for regions to be
‘switched off’ to ensure riders avoid challenging
areas or inclement weather. Riders are not
required to work exclusively for our companies and
may opt in or out at any time.
Fair treatment
All our companies are committed to fair treatment
of our delivery partners. Workers are considered
important stakeholders and are not impeded in
their right to self-organise. Our companies actively
incorporate the voice and thinking of the delivery
partners through direct engagement and surveys.
Drivers at iFood, for example, are invited to share
their feedback regularly and results are analysed
by the company to find ways to improve.
Looking forward
The continued success of our group and, in turn, the
positive impact we have around the world depends
above all on the capabilities, commitment and
contributions of our people. Going forward, we
will keep enhancing the capabilities of our people,
for example, through constant learning. We will
encourage their commitment and reward their
contributions, so that together we can achieve
more in improving everyday life for people
around the world.
Our people continued
Enabling flexible working
As well as ensuring our offices are modern,
pleasant and safe working environments, we
also enable flexible working arrangements to
help our people find good work-life balance
wherever possible.
We actively support our employees if they prefer to
work remotely part of the time, and if the specific
requirements of the job allow them to do so. This
includes providing online collaboration tools and
video-conferencing facilities to encourage and
increase employee community and collaboration,
and promote improved wellness through better
work-life balance.
During the Covid-19 pandemic, our focus on
supporting our people as we have adopted new
working practices, whether working from home
effectively or serving our customers directly in a
safe way, has been critical. For those working at
home, we have provided people with additional
equipment wherever needed, helping them to
ensure that their working environment at home is
safe and healthy. For those serving our customers
directly we have provided them with PPE, and
enforced social distancing and educated them
about safe working practices.
We have also used MyAcademy to offer a full suite
of remote working and wellness learning materials
to our employees to support them during the year.
Encouraging positive employee relations
We strive to maintain a healthy employee relations
environment in which ongoing dialogue is
embedded in our work practices. We use various
formal and informal channels to engage people
and encourage open communication, including
leadership and CEO updates, webcasts, town hall
meetings, team meetings, face-to-face gatherings
and online collaboration and content sharing.
We promote safe reporting of feedback or issues
with our people processes and practices. There
are various mechanisms through which our
employees can report issues or concerns,
including a whistleblower helpline managed by
an independent third party. Our Dignity at Work
programme emphasises our zero-tolerance
approach to harassment of any kind.
Taking the lead
We are committed to being a responsible leader in
deploying technology that addresses big societal
needs, improves people’s lives and enriches the
communities we live and work in. We care about
the key issues facing our sector, including people’s
health, safety and welfare. We strive to be
thoughtful and responsible, always considering
how we can have a positive impact. To this end, we
are actively supporting our companies and
partners in adopting market-leading and forward-
thinking positions to address these issues.
Food delivery and the gig economy
We invest in leading local companies that use
technology to address big societal issues and our
food-delivery companies are a great example of
this. We are committed to contributing to
constructively and positively shape the future of
work, including for our food-delivery partners and
gig economy workers in general.
Economic opportunity
Through our food-delivery companies, we provide
income-earning opportunities to significant numbers
of people globally. Platforms enabling flexible jobs
are central to the future of work and economic
opportunity, and our food companies provide
economic opportunity for over a million delivery
partners and over a million restaurants globally.
Delivery partners play an essential role in the food
delivery ecosystem and the group is committed to
fair pay and work conditions for them. As the
food-delivery sector continues to evolve, our food
companies must maintain the right balance
between protecting the flexible economic
opportunity for delivery partners while providing
them with critical benefits and protection. We are
proud of the progress and leadership
demonstrated by our food companies.
Naspers integrated annual report 2021
87
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The environment
Our approach to emissions reduction
Visible changes to our planet, growing populations and resource challenges
are contributing to the urgency of implementing more effective green
solutions, faster. We are determined to play our part.
Naspers
direct emissions
Naspers
indirect emissions
This is the first year that we are reporting emissions
data breakdown at a granular level, both for the
Naspers corporate entity and at individual level for all
majority-owned businesses. This reflects our intention
for a more detailed disclosure of our footprint, as we
embark on our decarbonisation journey. Data for
previous years consolidated at group level can be
found in our 2020 integrated annual report and on
our website at www.naspers.com.
From extreme weather events devastating food
supplies, businesses and homes to air pollution
threatening urban populations – one of the biggest
risks we share on the planet is environmental. In
addition, in the countries we focus on as a group,
the risks and impacts are at their highest. This adds
to our sense of urgency and responsibility.
Our environmental footprint management starts with
an understanding of the material physical and
financial climate risks to our business and
operations across all the geographies we operate
in. This year, we undertook a comprehensive climate
risk analysis to gauge both physical risks presented
across the entire group and financial consequences
of the risk level. Many of the business lines within
Naspers are disruptive and designed to increase
provision of online services to consumers, thereby
reducing the climate impact of those services, for
example, online education.
Accelerating green solutions
We will use our presence – both as investor and
operator – across the planet to support the
acceleration to greener economies. As an investor,
we help the acceleration to greener economies by
choosing to invest in businesses that are not
inherently polluting and can have a positive
environmental impact through their product offering.
As the investing entity we have an insignificant
carbon footprint. Our emissions are primarily from our
office infrastructure and business travel. Many of our
businesses are disruptive and designed to increase
provision to online services to consumers, thereby
reducing the climate impact of those services, for
example, online education. We are also investing in
low-carbon businesses in mobility and logistics, such
as battery producers, ride-sharing for bikes in
Pakistan and last-mile delivery in ElasticRun. Climate
transition might be a catalyst for the growth of these
services leading to an increased adoption rate.
Electrification of transport (eg transport trucks and
motorbikes) is also a significant opportunity area for
delivery-based businesses.
We publicly report on our carbon footprint and
annually participate in an audit process to obtain
assurance on the information reported.
Being carbon-neutral
This year we have taken a big step forward to
being carbon-neutral by offsetting our emissions
resulting from the use of solid fuels and fossil
fuel-based energy. We do this by investing in
carbon-emission reduction projects that enable
local communities to transition to a lower carbon
economy. All the companies that we have a
controlling interest in, have joined us in this initiative
and have offset their scope 1 and scope 2
emissions from projects that drive social, economic
and environmental progress for the communities
where they operate. Our selected projects are
located in Brazil, South Africa, India, Indonesia and
Romania and are VCS or gold standard certified.
In the coming year, we aim to reduce our carbon
footprint by focusing on three strategic priorities to
be implemented over time:
Step 1
Achieve carbon-neutral ambition for
scope 1 and scope 2 operational emissions
Upstream and
downstream indirect
emissions
Step 2
Drive down scope 3 emissions arising from
our upstream and downstream value chains,
such as business travel, purchased goods
and services, and investments.
• reduction opportunities through efficient use of
resources
• increases in renewable-energy procurement, and
• offsetting unavoidable emissions.
Both at group level and across the companies in our
core segments, the carbon footprint and scope for
reduction vary. To illustrate, carbon-intense activities
across the Payments and Fintech segment differ
markedly from those in Food Delivery. Across the
segments, our companies have implemented initiatives
to minimise our carbon footprint. These include
reducing carbon emissions by using energy-efficient
offices, operations and fleets. As the infographic
shows, we take these differences into account. Going
forward, each company will set its own roadmap to
becoming carbon-neutral.
Next year, we will communicate our decarbonisation
roadmap with multiyear targets and will be working
with environmental experts from the South Pole
group on strengthening our greenhouse gas (GHG)
inventory and mapping reduction opportunities.
We offset unavoidable emissions with carbon
credits by investing in certified standard projects,
discussed on page 89.
Naspers carbon footprint for the 2021 fiscal year
The carbon emissions data was prepared in line with
criteria for scope 1 and scope 2 carbon emissions,
which can be accessed on our website at:
www.naspersreport2021.com/wp-content/
uploads/2021/06/naspers2021_definition_
scope_1_2_emissions.pdf
Our approach to emissions reduction
Naspers corporate office
Step 1
To be carbon-neutral in our own operations
(Naspers core) scope 1 and scope 2 emissions by
the end of FY22, embedded in the sustainability-
linked goals of the chief executive and cascaded
through the organisation.
Step 2
Drive down the group’s scope 3 emissions by
focusing on influencing the reduction of scope 1 and
scope 2 emissions for majority-owned businesses.
Scope 1 emissions from direct operations
(use of fossil fuels and refrigerants)1
Scope 2 emissions from purchased
electricity
Scope 3 emissions from indirect sources
(corporate business travel)
*tCO2e
0
21.40
9.06
tCO2e: tonnes of CO2 equivalent.
*
1 Naspers head office has no assets under direct control that produce
CO2 emissions from fossil fuels.
Naspers integrated annual report 2021
88
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The environment continued
2021 business-specific impacts and initiatives
Company
Naspers
Media24
Takealot
Prosus N.V.2
Naspers group
Scope 1 and scope 2 emissions of majority-stake, controlled companies
Scope 1
emissions from
fossil fuel
(tCO2e)
Scope 1
emissions from
refrigerants
(tCO2e)
Total scope 1
(tCO2e)
Scope 2
emissions from
purchased electricity
(tCO2e)
Throughout the year, the
businesses undertook a
variety of initiatives to
improve their environmental
impact. We highlight a few
examples here:
0
2 160.71
2 791.18
6 180.22
0
0
0
150.37
150.37
0
21.40
2 160.71
2 791.18
6 605.30
4 875.00
6 330.59
6 900.20
11 282.48LA
18 401.90LA
Planting more trees
As part of its new warehouse
development, eMAG is carrying out an
afforestation project on a 10-hectare
area. This will improve air quality for
employees and the community living
close to the new warehouse.
Total – Naspers group
11 131.11
2 Prosus N.V. includes the following segment: Prosus head office, Classifieds, Food Delivery, Payments and Fintech, eMAG and Movile.
LA Limited assurance obtained: Please read the full assurance report, which can be accessed on our website at www.naspersreport2021.com/wp-
content/uploads/2021/06/naspers2021_ sustainability_information_assurance_report.pdf
We offset unavoidable emissions with carbon credits by investing
in certified standard projects
Rain forest
conservation in Brazil
The project is located in a
region of great deforestation
pressure from the predatory
exploitation of natural
resources. The area is home to
threatened endemic species of
flora, mammals and birds;
species of which the residents
of the protected area depend
upon to live. Focus is on
investments in infrastructure,
monitoring of the vulnerable
biodiversity and forest cover,
and improving the people’s
quality of life.
Wind generation
in India
The Indian population is
growing fast. With
urbanisation, this has resulted
in some of the best economic
growth figures of the whole of
Asia. This also means a
growing energy demand. The
Indian government has
pledged to do more to fight
climate change and protect
the planet than the Paris
Agreement stipulates. One of
its priorities is investing in
renewable energy.
Wonderbag in South
Africa
Wonderbag is a revolutionary,
non-electric, heat-retention
cooker that allows food, that
has been brought to the boil by
conventional methods, to
continue to cook for up to
12 hours, without using any
additional energy source.
Wonderbag was presented at
the 2013 World Economic
Forum in Davos, as a real
solution to many of the health,
environmental and socio-
economic problems that face
Africa and many of the
developing countries today.
Musi Hydro
Power Plant in
Indonesia
Located in rural Sumatra, this
run-of-river hydroelectricity
project harnesses the flow of
the Musi River to generate
clean energy for the grid.
The project supports local jobs
and new income streams, and
has funded infrastructure
improvements, as well as a
reforestation programme.
Recycling plastic
iFood increases recycling awareness
and behaviour via WhatsApp and QR
codes on packages. Users simply scan
the code to initiate an automated
WhatsApp conversation that explains
how to properly discard each type of
material. In addition, iFood has a
zero-landfill project for its delivery
bags – for obsolete bags, it ensures
disposal, reuse or remanufacturing.
Saving energy
PayU undertakes various energy-saving
initiatives. In India, for example, PayU
sustainability champions are leading
measures such as switching off artificial
lights and using natural light; choosing
energy-efficient light bulbs; switching
off equipment when not in use; printing
only when necessary; and controlling
heating and cooling.
Reducing waste
iFood is encouraging its restaurant
partners to reduce waste and single-use
plastics. It has also created an in-app
option that allows customers to decline
plastic cutlery for delivered food.
In the iFood shop, a marketplace for
packaging and supplies for restaurants,
iFood has a dedicated section for
sustainable packaging.
Using less water
The Takealot group continues to look
for ways to use less water across its
business. In addition, Takealot.com
helps customers use less water through
its water-wise store. The aim is to make
it as simple as possible for people to
save water by making all the necessary
kit available online.
Championing the
circular economy
OLX Group champions the circular
economy by offering customers
seamless, convenient and safe ways
to buy and sell secondhand goods.
Through its Global Impact Report, OLX
measures the positive impact of using its
classifieds platforms in terms of resource
savings, energy-savings equivalent,
water- and carbon-emissions-savings
equivalent.
Subsidising e-bikes
iFood has launched its Pedal
programme to offer low-cost electric
bike rentals to delivery drivers. Since
October 2020, over 2 000 couriers
have registered, and they are sharing
1 000 e-bikes in São Paulo and
Rio de Janeiro. In addition, iFood has
ordered 30 electric motorcycles in
a pilot programme. If successful,
it plans to significantly scale up
this mode of transport.
Investing in solar power
eMAG’s new warehouse will be fully
powered by green energy, via its
rooftop 1.5MW solar panel grid.
eMAG has opted for a 100% green
energy contract for all its other
warehouses – reducing carbon
emissions from purchased electricity.
Naspers integrated annual report 2021
89
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The environment continued
The Task Force on Climate-related Financial
Disclosures (TCFD)
We have been embedding the TCFD guidelines
into our business to ensure transparency of our
understanding and management of climate-related
risks. Our full TCFD disclosure is provided online at
www.naspers.com/investors/annual-reports and a
summary is provided adjacent.
As we mature on our sustainability journey, we are
guided by reporting frameworks like the TCFD and
SASB (Sustainability Accounting Standards Board)
standards on communicating our position and
progress on key ESG indicators. The TCFD
framework helps us to communicate on climate-
related risks and opportunities in a consistent way
to meet the needs of investors and other
stakeholders on disclosures on our role in
contributing to the creation of a low-carbon and
climate-resilient economy. In the coming year, we
will continue to further align our ESG reporting to
other commonly accepted standards that
shareholders know and trust.
Climate change
governance structure
Metrics and targets
Risk
Strategy
Governance
Progress to date
Next steps
Climate and sustainability issues are considered at board level through the social, ethics and sustainability committee and risk
committee. The board is informed about related risks and opportunities at all scheduled board meetings.
Sensitisation and training of board on climate-related risks and
opportunities.
In FY21 we brought on board a global head of sustainability to provide direction to, and lead, our efforts across the group. She
reports directly to a member of the executive management, who reports to the chief executive; and is supported by the
environmental programme manager and a sustainability officer at holding company level.
Establishment of a climate champions network across the group
for exchange of best practice and knowledge-sharing.
Sustainability champions across the businesses are responsible for the implementation of the environment programme while also
reporting on carbon data and progress against set targets.
Climate change and its impact on and by us, was highlighted by our stakeholders this year as one of the material topics for our
business to address and is therefore included in our materiality matrix and stakeholder reporting.
e
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n
a
n
r
e
v
o
G
This year, the company undertook a comprehensive climate risk analysis to gauge both physical risks presented across the entire
group and financial consequences of the risk level. The outcomes of this analysis will continue to inform our business and investment
strategies and our environmental plan.
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g
e
t
a
r
t
S
Our investment strategy guides us to focus on sectors such as Payments and Fintech, and Classifieds that significantly reduce the
need for physical infrastructure and transportation for delivery of financial services, education and resale of goods. The core
business model of these sectors provides solutions for climate change mitigation and adaptation. Naspers/Prosus continues to
invest in low-carbon businesses in mobility and logistics such as battery producers, ride-sharing for bikes in Pakistan and last-mile
delivery in ElasticRun.
Our environmental programme has a three-pronged approach of reduce, replace and offset unavoidable emissions of our
operations; and in the short term, we are committed to being carbon-neutral.
t
n
e
m
e
g
a
n
a
m
k
s
i
R
s
t
e
g
r
a
t
d
n
a
s
c
i
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M
In the 2020 calendar year, we undertook a robust data-driven assessment of climate-related transition and physical risks and
opportunities in line with TCFD recommendations. This assessment included:
– Management interviews with various leaders from across the business to understand the drivers and materiality.
– A risk assessment to quantify and qualify exposure to different transition risk categories and physical climate hazards for
Naspers/Prosus operating facilities and key ingredients.
Risks were explored based on potential future financial impact of climate-related policy action against a high, moderate and low
carbon-price scenario from now to 2050.
Overall, the group’s global exposure to climate-related policy and legal, market, technology and reputation risk is low; and the
analysis revealed opportunities for the group to differentiate in local markets by being proactive with a strong position on climate
change. Further details on the finding of this analysis can be found in our full TCFD report on www.naspers.com/investors/
annual-reports.
The outcome of a risk analysis performed by our technical partner Trucost leads us to conclude that our carbon-pricing risk
exposure is relatively low. For the year 2050 it ranges from US$2m to US$6m, under low to high carbon-price scenarios respectively.
Analysis of our exposure to climate hazards, based on the geographic location of facilities under each climate scenario, showed
that these risks are unlikely to disrupt the operations of the Naspers/Prosus businesses as a whole, which are largely decentralised
and web-based. Certain business segments operate in locations such as India and South Africa that may be impacted by physical
climate-related hazards such as floods or drought. However, these are longer-term, localised risk factors. They would not be
disruptive to the delivery of web-based services that the entities in these locations offer, but would rather be impacting general life
of customers and employees.
This year, we measured our scope 1 and scope 2 and, for the first time, scope 3 group GHG emission footprint on www.naspers.
com/investors/annual-reports. We are also making a big step forward in going carbon-neutral, strategically focusing on reduction
through energy efficiency and changes in processes, renewable-energy procurement and offset unavoidable emissions.
In the long term, even though the organisation has a limited
carbon footprint, we are in the process of analysing our potential
for alignment to science-based targets and identifying of
reduction opportunities.
Next steps for us are as follows:
1. Analysis of both operational and financed GHG inventory
accounting.
2. Deep-dive into emission-reduction potential and associated
financial and non-financial resources required for each
individual entity within the larger group.
3. Analysis on alignment against Paris Agreement goals.
GHG inventory accounting with clear boundaries to be defined
for risk mapping and containment.
Roadmap on risk mitigation to be defined by each individual
entity based on their own carbon footprint.
Deep-dive analysis on financed emissions to identify carbon
hot-spots in the portfolio to embed climate risk mitigation in
investment thesis.
We will continue to disclose our climate-related actions and
progress through our annual reports and standards disclosures,
including TCFD and Carbon Disclosure Project.
Next year we intend to communicate our carbon roadmap
with targets that are aligned with the Paris Agreement.
Publication of deeper-level data on upstream and
downstream emissions.
Naspers integrated annual report 2021
90
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Society
Supporting communities around the world
As the group grows around the world, our footprint increases in countries
where we can make a significant contribution to equal access to
resources and opportunities. We are determined to keep increasing our
positive impact on underserved sections of society, so that people’s lives
improve and communities prosper in meaningful, sustainable ways.
We highlight below a few
standout examples of the
many different social
investments and initiatives
undertaken across the group:
Donating face masks to
frontline workers
In Romania, eMAG rose to the
challenge of quickly sourcing and
bringing face masks and other
medical products into the country.
Working with partners, the eMAG
Foundation donated over 4 million
masks and other PPE to frontline workers.
Collecting donations
and doing good
PayU collected online donations
for NGOs supporting Covid-19
relief projects, doing the online
processing at no cost. In addition,
through its Matching May
campaign, PayU matched any
employee donation to double the
support and the PayU Twenty
challenge promoted employee
wellness with social investment.
Far too many women and girls are missing out on
opportunities they deserve to make the most of
learning and working. Prosus FLIGHT, our new
programme partnering with UN Women, is
designed to help young women in India gain
education and employment.
Encouraging group companies
Alongside our group initiatives, we encourage
and support different businesses across our core
segments to implement corporate social
responsibility initiatives that have the biggest
positive impact locally.
We believe local businesses around the world are
best placed to identify and back the initiatives that
will deliver the most impact.
Bringing people closer
together to help each
other in the face
of Covid-19
In many countries, OLX platforms
became a source of reliable
information, linking to government
and local health bodies, and helping
combat disinformation in turbulent
times. OLX also set up donation
categories to help the most vulnerable.
In India, we organised the relief fund
OLX Pledge with local NGOs to
support the livelihoods of severely
affected migrant workers. And in
Portugal, the team partnered
with an initiative to help find
accommodation for healthcare
professionals.
Helping students to keep
on learning despite the
pandemic
Codecademy launched a scholarship
programme to give away 10 000
Codecademy Pro scholarships to
students affected by the pandemic.
To date, Codecademy has awarded
over 200 000 Pro scholarships to
students at 15 000 institutions in
147 countries around the globe.
Investing for long-term social good
At group level, our approach to social investment
largely mirrors the way we invest in businesses
across our core segments. Just as we look to
identify, back and build businesses that deliver real
long-term value, so we aim to invest in society for
real sustainable impact.
In the following pages, we highlight some key
group initiatives we are particularly proud of:
Youth unemployment is a major issue in South
Africa. To tackle this, we are nurturing the next
generation of South African talent through
Naspers Labs.
South Africa’s nascent tech start-up ecosystem can
benefit from the backing of a dedicated investor.
We are finding, investing and growing the next
generation of South African tech businesses
through Naspers Foundry.
Tech-enabled accessibility can transform the lives
of millions of people in India and beyond. Through
our Prosus SICA programme (our social impact
challenge for accessibility), we are encouraging,
mentoring and rewarding start-ups in India to
address accessibility through innovative tech.
Becoming part of
people’s lives
The pandemic was the catalyst
for true transformation at iFood,
changing it from a convenience
service to an important service for
restaurants and consumers. iFood
focused on how it could take care
of its community – delivery partners,
restaurants, employees, customers
and wider society, leading to
many different initiatives, including
donating 108 000 meals to people
in need.
Investing in enriching
lives in South Africa
Media24 undertakes a range of social
investments and initiatives, including
providing training to learners at
ThisAbility – an NGO that publishes
a newspaper with content by people
with disabilities. Media24’s tradition
of enriching lives is well established
through its Volunteers24 programme
and its #1000ActsofKindness campaign.
Providing much-needed
support across South Africa
During the pandemic, Naspers donated
R1bn of PPE and Takealot group
participated in the sourcing and local
delivery of this
PPE to hospitals, government institutions
and other frontline workers. Takealot
also donated R1m of laptops, USB
dongles and other learning equipment
to Naspers Labs, to help disadvantaged
young South Africans continue with
their learning. Through its long-standing
relationship with Beautiful Gate, an
organisation dedicated to supporting
the welfare of underprivileged families
in Cape Town, Takealot continued to
make it easy for people to donate
via the Takealot site, almost doubling
donations to R8.5m.
Naspers integrated annual report 2021
91
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Society continued
Naspers Labs
Investing in South Africa’s future
We are proud of our South African roots and
dedicated to the long-term growth and success
of the country.
Naspers Labs focuses on addressing the skills gap
and training needs of historically disadvantaged
young people, enabling them to become
productive contributors in an increasingly digitally
driven economy. The programme is evolving to
include new development solutions that will
accelerate Naspers Labs in preparing young
South Africans for high-value technology careers.
Adapting to succeed
In adapting to the new norm driven by the
challenges of the pandemic, we migrated our
learning delivery online. While data access and
loadshedding were major impediments, we
managed a 90% overall completion rate in the
intake of 500 learners in the digitals skills
programme. Training included data engineering,
AWS (Amazon Web Services) technical essentials,
Microsoft Azure fundamentals and CompTia
security, all of which afford these young learners
access to work experience and an opportunity to
further their skills in these learning streams.
In addition to this, all learners completed work
readiness and personal mastery courses, attaining
what we believe are essential soft skills for
plugging into the industry’s in-demand jobs.
To date, 2 572 young South Africans have been
empowered by the Naspers Labs learning
programmes.
This online migration allowed us scalability and
flexibility to reach young people in every part of
South Africa and neighbouring states.
Readying our labs
In March 2020, we opened two new labs: the first
Gauteng lab in Wynberg, serving the broader
Alexandra community; and another lab in Cape
Town, serving the Khayelitsha community.
Throughout the year, the pandemic kept us from
opening these labs to learners. However, with the
online-delivery model, we realised that to be more
impactful, we needed to pivot our focus away from
contact training to a blended delivery, as well as
expand our peer-to-peer partnerships.
Looking after our learners
As part of tackling the challenges throughout the
year, we provided learners with equipment such as
laptops, dongles, chairs and desks to ensure that
they were able to connect and continue learning
online from home in their own comfort and safe
environments. With the support of the group, we also
provided stipends to learners for their daily essentials
as well as tackling connectivity challenges. We
wanted to make sure our learners remained
energised and focused during these difficult times.
Creating the Naspers Labs classroom in
the cloud
As part of business continuity planning, we ensured
that our learning partner could provide an online
backup facility in the cloud and that they could
operate from a secondary site in a different region.
It was important that any relocation to a secondary
site should have zero impact on our learners. With
most potential partners operating remotely, we
plan to incorporate scheduled relocation test
measures to ensure our online learning platforms
are not disrupted.
Increasing learning opportunities
In addition, we broadened the learning paths to offer
more in-demand and aligned career-focused digital
skill sets. These range from entry-level digital access
skills and core skills in digital marketing, technical
support and user experience to solutions skills
covering systems engineering, data engineering and
cloud computing. These additions were implemented
in response to listening to what tech companies were
looking for. To increase employability and give young
people a firmer foundation for a brighter future in the
tech sector, we added these necessary in-demand
course streams.
Looking forward
Naspers Labs will have two core entry points for
young people – one focused on formal
employment and the other on entrepreneurship.
We want to ensure that learners who complete our
programme have a better chance at equal access
to economic opportunities. We are therefore
changing to a partner-led delivery model to
provide an end-to-end service for both our formal
employment pillar and our entrepreneurship
programme. In Naspers Labs, in line with the
group’s purpose, we want to back great
entrepreneurs building companies that improve the
everyday lives of young people. Successful partners
will be strategically aligned to the Naspers Labs
vision, have similar values and capacity to deliver
quality programmes, scale and meaningful
outcomes. Global apprenticeships, workplace-
integrated learning (with mentorships), internships,
project assignments and entrepreneurship are
some of the elements in our programmes.
Recognising that youth unemployment is
disproportionally skewed towards young black
females, our recruitment will ensure an uptake of
more females to address this. Again, this ties in
closely with the group’s broader aims and
ambitions.
‘ At Naspers Labs, we are grounded in
investing in young people – being an enabler
for young people as they work towards
financial emancipation and better futures.
Our skills- development programme
continued to make a difference amid the
challenges of Covid-19 – changing the lives of
many young South Africans.’
Mapule Ncanywa
Head of Naspers Labs
Naspers integrated annual report 2021
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Society continued
Promoting accessibility
in India: Prosus SICA
Creating long-term positive change
In India, we launched the Prosus social impact
challenge for accessibility (SICA) in partnership with
Invest India and Startup India, agencies of the
government of India and Social Alpha, an initiative
supported by Tata Trusts.
Prosus SICA identifies and awards the most
innovative Indian start-ups working on assistive
technology solutions. Prosus has committed
US$250 000 over three years to this challenge.
Each year, we will award grants to the top
three start-ups, provide mentorship and help
them become successful companies in India
and beyond.
The initiative aims to create long-term positive
societal impact by supporting an economic case
for investing in assistive technologies for the
20 million Indians living with disabilities. By bringing
Digital India to Accessible India, Prosus SICA also
attempts to bridge these flagship initiatives of
the government.
Focusing on the critical area of accessibility
We wanted to make a positive impact in India in an
area of social need and tech innovation that had
not received much investor attention. In our
experience, we had seen entrepreneurs solve some
of society’s most complex problems in food,
logistics, edtech, digital payments and more. But the
gains from India’s vibrant start-up ecosystem did not
accrue to those living with disabilities.
Due to low literacy levels, social stigma and lack of
opportunities, people with disabilities are among
the most secluded members of society. Assistive
technology solutions can go a long way to help
them lead independent lives and participate more
fully in the economy and society.
As such, accessibility was a natural and exciting
area for us to put at the heart of our initiative, and
we did what we do best. We decided to back
promising entrepreneurs and help them succeed in
their quest to make a lasting impact in the area of
accessibility. We took the lead in building an
economic case for accessibility and launched
the SICA.
Holding SICA online
After conceiving the idea at the start of the year,
over the following months, we developed Prosus
SICA from scratch. We brought in credible partners,
attracted applications from promising start-ups and
appointed an independent, expert jury of venture
capitalists, start-ups, civil society, the people-with-
disabilities community, medical experts and
technicians. In the face of Covid-19, we switched to
an entirely virtual programme – from the launch
event to receiving applications, evaluating them
and awarding the winners.
The virtual launch, on 26 August 2020, attracted
over 5 000 attendees. In the following months, we
received over 200 applications from start-ups
across India. These were carefully evaluated before
the three winners were announced to mark the
International Day of People with Disabilities on
3 December 2020.
The top start-ups
The top three start-ups were:
• Sohum Innovation Labs, for its innovative Sohum
device that detects hearing impairment in infants
quickly and easily
• Neomotion Assistive Solutions’ bespoke
wheelchairs with a motor-powered clip-on that
converts it into a safe, roadworthy vehicle, and
• Demosthenes Technologies’ Stamurai mobile app
that addresses speech and language disabilities
with a cost-effective personalised, digital coach to
help users overcome stammering.
Sohum, Neomotion and Stamurai received grants of
US$35 000, US$25 000 and US$17 000 respectively.
The start-ups placed fourth and fifth in the challenge
will also be mentored under the Prosus SICA
mentorship programme along with our top three
start-ups. Fourth and fifth were SM Learning
Solutions’ CogniABle autism management tool for
early screening and remote guided treatment; and
Thinkerbell Labs’ Annie Braille literacy device that
helps the visually impaired learn to read, write and
type in Braille on their own through interactive
audio-guided content.
Partnering in the long term
As with all our group investments, we aim to be a
long-term partner to the Prosus SICA start-ups,
providing much more than funding. Through the
SICA mentorship programme, for example,
start-ups receive expert advice from Prosus
subject-matter experts and the World Health
Organization (WHO). All our top start-ups will
become part of the Prosus SICA alumni community
SICA LENS (learn, engage, network and serve),
which will give them an opportunity to exchange
experiences and learn from like-minded peers.
Looking forward
The plan is to build the Prosus SICA community,
with this year’s top start-ups potentially judging
next year’s awards and helping to mentor the next
wave of companies. These start-ups will stay
connected with us through the Prosus SICA LENS
programme where they will continue to support
the accessibility sector.
For SICA 2021, we are honoured to welcome WHO
as an additional partner. We look forward to
working with WHO to maximise the positive impact
of innovating in accessibility by supporting great
entrepreneurs and businesses in this segment, in
India and beyond. We are also considering
expanding partnerships to grow the Prosus SICA
family and impact.
‘ SICA is a great example of how we invest
deeply in the communities in which we
operate. We look for ways to have an impact
that is sustainable and reward the best
entrepreneurs by helping them succeed.’
Sehraj Singh
Managing director and head of Corporate Affairs India, Prosus
Naspers integrated annual report 2021
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
‘ I am pleased to be able to announce this
initiative to help talented Indian women
pursue their educational dreams and career
paths that will contribute to India’s future.’
Aileen O’Toole
Chief people officer, Prosus
The support includes:
• Providing annual scholarships to pursue higher
education in institutions, including government
colleges, industrial training institutes (TIs) and
polytechnics. In line with UN Women’s guidance,
the students will partially contribute to their fees.
• Career guidance and counselling along with
access to community support and role models
to help build and pursue a career path.
• Access to job fairs, internship opportunities
and exposure visits to private companies,
along with dedicated sessions by experts
and corporate mentors.
• Professional, soft and life-skills training beneficial
for all career streams.
• Access to placement opportunities, support for
pursuing entrepreneurship or self-employment.
Society continued
Helping young women in
India gain education and
employment: Prosus FLIGHT
On 8 March 2021, we launched Prosus FLIGHT
(funding and learning initiative for girls in higher
education and skills training), a higher-education
and employment initiative for marginalised women
and girls in India in partnership with UN Women.
A big opportunity
India has one of the largest opportunities in the
world to boost GDP by advancing women’s
equality and participation in the workforce –
potentially US$770bn of additional GDP by 20251.
While 67% of all working-age men are employed,
only 9% of women are2. There is data to confirm
that due to lack of access to quality education,
women are deprived of opportunities to find
decent, dignified work, improve their quality of life
and participate fully and independently in society.
In 2017/18, the total female labour force
participation rate for the age group 15+ was 23.3%
(24.6% in rural areas and 20.4% in urban areas)3.
Even among those with secondary or higher-
secondary levels of education, the unemployment
rates of women are significantly higher than men4.
1 The power of parity: Advancing women’s equality in India, McKinsey
and Company, 1 May 2018.
2 Female workforce shrinks in economic shocks, Centre for Monitoring
3
4
Indian Economy, 14 December 2020.
Information accessed from Annual Report 2019/20: Ministry of Labour
and Employment, Government of India; page 82; accessed on 3 March
2021; available at: https://bit.ly/3rg7Oix.
Information accessed from discussion paper – The Indian Labour
Market: A Gender Perspective by G Ravendran and UN Women
(published February 2016); accessed on 3 March 2021; available at:
https://bit.ly/3kElHEE.
Barriers to entry
In India, women find it hard to continue education
beyond high school. For those who manage to
attend college, staying enrolled and graduating
is another challenge. While economic constraints
and inadequate infrastructure are impediments,
social norms like early marriage, burden of
household chores and lack of female role
models are additional barriers that women face
in pursuing education.
Breaking down the barriers
Prosus FLIGHT aims to alleviate some of these
barriers by supporting 750 women and girls to earn
a formal degree or certification and help them to
acquire employable skills that would allow them to
participate in India’s digital economy. By educating
important stakeholders in these women’s lives,
FLIGHT is making a holistic intervention that
alleviates economic constraints for these women
and builds a community supportive of their
education and that motivates them to finish
their courses.
Focusing on young women
The initiative will focus on young women between
the ages of 17 and 25 in the Indian state of
Maharashtra. By concentrating its initiatives, Prosus
FLIGHT aims to create a network of graduated
young women who in turn will become role models
for other young women following in their footsteps.
By creating supportive local communities, FLIGHT
will increase societal support and help reduce
drop-out rates.
Naspers integrated annual report 2021
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Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Tax
We consider paying taxes as an
important economic contribution
to the societies in which we operate.
A responsible approach to tax
Naspers is a strongly committed member of the
communities within which we operate. We take
our responsibility to be a good corporate citizen
seriously. We consider paying taxes as an important
economic contribution to the societies in which we
operate. As our businesses are primarily located in
growing economies, we are proud of the fact that our
diligent tax contributions in the countries where we
operate, assist the governments of these countries
in providing better infrastructure and resources to
their people. Paying taxes locally (ie where our
businesses operate and where our consumers and
the users of our products and services are based) is
particularly important for digital companies whose
business models are often questioned by regulators,
policymakers, consumers and society at large.
NASPERS’S TOTAL TAX CONTRIBUTION
Our tax policy and tax disclosures are publicly
available. They form an important part of the
dialogue we have with our stakeholders, both internal
and external. The Naspers strategy and values also
inform our approach to taxes. For more detail of our
approach to taxes, tax policy goals, principles and
governance, see our group tax policy, available at
www.naspers.com/tax.
We are a global group – composed of local
businesses
Our businesses are located and operate in
many countries around the world. Our businesses
are local – they pay taxes where they operate
and where our consumers and the users of our
products and services are based. As a global
group investing in and operating local businesses,
we create employment and livelihoods and
employ people in the countries where the market
opportunities are, and we contribute to supply
chains in the local economies. We develop new
business models that further stimulate economic
growth. We pay taxes in the countries where we
operate. These taxes support the communities and
the people within them. This ensures we provide a
return to those communities and countries for the
(R'bn)
15
12
9
6
3
0
7.2
5.6
6.0
7.3
6.1
4.1
FY20
FY21
FY20
FY21
0.04
1.5
FY20
1.0
0.4
FY20
0.5
FY21
1.1
FY21
Direct
Indirect
Induced
Total
Continuing
Exceptional (due to Prosus transaction)
The figures presented in the charts may not sum exactly to the total shown, due to the round on figures to one decimal place.
Illustrative examples of social impacts in South Africa in FY21
5 580
hospital personnel
27 730
primary school children educated
19 940
number of educators
1 190
number of
SMEs funded
US$36m
public sector
investment supported
115 680
people covered with
social protection
benefit and privilege of being able to do business
with and in them. The taxes we pay in those countries
enable us to contribute to the improvement of
people’s lives wherever our businesses are located.
Social and economic contribution
The Naspers group measures and reports on the
social and economic contribution it generates as
part of its mission to create value by improving
people’s lives.
The benefits that Naspers activities generate in local
economies and societies have been estimated in
order to assess the impact of Naspers strategy to
create value by improving people’s lives. Naspers tax
contribution assists governments in addressing some
of the most pressing needs within their societies.
During FY21, Naspers made a substantial contribution
to societies and economies in its key geographies.
Contributing to South African public finances
During FY21, Naspers contributed an estimated
R7.3bn to the South African public finances.
Our activities in South Africa are split between
Prosus and Naspers. The figures above present the
combined position of Prosus and Naspers activities
in South Africa.
Naspers’s total employment
contribution in FY21
21 008
total number of jobs
enabled by Naspers
in South Africa
16 200
indirect and induced
jobs enabled in the
rest of economy
4 808
permanent
employees
at Naspers
Source: Naspers
Naspers integrated annual report 2021
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Performance review
Sustainability review
Governance
Financial statements
Further information
Tax continued
Supporting South Africa towards its key
social goals
Through its tax contribution, Naspers supported
South Africa in making progress towards its key
social goals.
As part of its National Development Plan, the
government aims to tackle a number of social
challenges such as inequality and unemployment,
education and health system quality, infrastructure
and public services1. Naspers’s tax contributions
support South Africa in directing funds towards its
social objectives.
On the previous page are some illustrative
examples of social services that can be funded by
the government if the National Treasury apportions
Naspers’s total tax contribution of R7.3bn based on
its social spending priorities2. Social priorities of the
South African government are closely aligned to the
Sustainable Development Goals adopted by the
United Nations member states.
Supporting jobs in South Africa
Naspers supported more than 21 000 jobs in South
Africa, both directly and through its connections to
other sectors of the wider South African economy.
In FY21, Naspers and its South African subsidiaries
directly employed 4 808 people in South Africa
on a permanent basis3. The majority of this
employment was based in the Media segment
(55.0% of the total), followed by Etail (36.4%),
Classifieds (5.4%), Corporate (2.6%), and Payments
and Fintech (0.6%).
Naspers also enabled a further 16 200 full-time
equivalent jobs in the wider economy through its
supply chain (‘indirect employment’) and via the
impact of supported consumer spending (‘induced
employment’). This takes the total contribution of
Naspers in FY21 to 21 008 jobs.
1 South African National Planning Commission, National Development
Plan 2030: Our future – make it work.
2 Based on the split of the South African government expenditure by
function. Source: IMF, Government Finance Statistics.
3 This excludes temporary and contract employees.
The total tax contribution by Naspers to public
finances in South Africa in FY21 stood at R7.3bn.
The overall tax impact was 44% lower than in FY20,
which was as a consequence of exceptional items
resulting from the listing of Prosus N.V. by Naspers
that contributed a total of R7.2bn in FY20. The
tax contribution made by continuing operations
increased by 22%, driven by growing activities
and revenue of Naspers and its subsidiaries in
South Africa.
Covid-19
This year presented new and unprecedented
challenges. The wide-ranging effects of the global
Covid-19 pandemic required agility on many levels
to enable businesses to continue operating. In this
turmoil we positively supported and impacted the
societies where we operate as far as possible. We
are part of these societies and communities – we
fail if they fail.
We are proud of the contributions we were able
to make throughout this year. The global Covid-19
pandemic has challenged the corporate world
to work closely with governments, communities
and citizens to ensure an effective response to
Covid-19. Business models have needed to adapt
as a consequence of the pandemic. Employment
opportunities have changed and decreased in
many jurisdictions. Governments responded on
the health and funding fronts. But both of these
require funds. And this presents an even greater
challenge in depressed economies. We at Naspers
are well positioned to further our contributions
in the countries where we operate. This is what
we focused on this year. Our ability to continue
contributing to societies where we operate is
a great benefit of being a global group with
local businesses. We could continue creating
employment opportunities and we continued or
found new ways to do business wherever possible.
Through this we could generate revenues and
taxes in the countries and communities where
we have businesses. These taxes supported
governments’ funding needs. We could help sustain
people’s livelihoods. We could provide funds via
tax collections to help governments resource health
and welfare initiatives. This is how we at Naspers
like to do business: to be part of the communities
and societies where we operate and to contribute
positively and holistically.
During the Covid-19 pandemic, governments
supported businesses to soften the pandemic’s
effects on the economy and the lives of their
citizens. This support was often provided by
governments offering various tax incentives.
At Naspers we have not and do not access
discretionary incentives where they are clearly
meant to support small and medium-sized
businesses. At Naspers we aim to strike the
right balance, to do the right thing. We aim to
meaningfully and appropriately contribute to the
societies where we do business.
To further this objective, Naspers is a donor and
active participant in the Capabuild Project.
The Capabuild Project
The Capabuild Project is a private-public
initiative to assist growing economies in building
and developing their tax academies and tax
programmes. The purpose is to improve the
functioning of tax administrations, increase tax
revenue and improve the investment climates in
the countries that participate. Naspers supports
and assists Capabuild with training webinars and
workshops and provides important tax compliance
insights. These training initiatives provide on-
the-ground and online training and facilitate an
important dialogue between business and revenue
authorities. This dialogue enables tax authorities to
understand the real drivers of business.
Effective tax systems are essential to ensuring
that taxes are appropriately imposed, efficiently
collected and applied for the enhancement of
people’s lives. We believe that our transparent,
positive and constructive engagements with
tax authorities and through initiatives like the
Capabuild Project contribute to ensuring that
the tax net is effectively broadened and aligned
with country needs.
TOTAL TAX CONTRIBUTION
SUPPORTING JOBS
R7.3bn
from continuing operations
21 008
Naspers also supported a total
of 176 000 jobs across all its
markets (excluding South
Africa).
Managing risk
To be successful in our mission to build strong,
viable and sustainable businesses, improving the
lives of people and contributing to society, means
we must manage risk effectively. As indicated in the
risk section, regulatory risk is one of the key risks
for Naspers. Regulatory risk is also a key risk in the
tax area. The ability of technology companies to
actively engage with users and consumers in local
markets without necessarily having a presence
in such countries, is an important trigger for
regulatory action. Even though Naspers generally
does have a local presence, Naspers may also
become subject to new rules and new taxes. The
digital services tax (DST) is an example. The new
tax rules introduced by individual countries do not
necessarily distinguish between different business
models. These rules therefore do not necessarily
take into account taxes paid locally. As Naspers
is composed of many local businesses and as
its goal is to pay taxes in the jurisdictions where
these businesses operate, it is important that
taxes already paid locally are taken into account
when designing new tax rules and frameworks.
This is as important to us at Naspers as it is to
individual local businesses that are not part of
a global group. We want to ensure a fair and
equitable system of taxation for digital companies,
be they local or global. We continue to engage
actively with regulators, governments, policymakers
and various other bodies trying to address the
challenges of the digitalisation of the economy on
global and local tax systems.
Naspers integrated annual report 2021
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Performance review
Sustainability review
Governance
Financial statements
Further information
Tax continued
While waiting for a global solution for the tax
challenges of the digital economy, DSTs may be
introduced locally. In our opinion it is important
that these local DSTs are profit-based. If they are
revenue-based, our view is that they must allow for
a mechanism for companies with a local business
model that already paid all local taxes on revenues
and profits, to be credited for these tax payments
in determining whether any DSTs is payable.
A level playing field is needed in which local,
regional and global companies are subject to the
same taxes in the countries in which they operate,
irrespective of whether they have a local presence
or a centralised business model. Such a level
playing field is crucial to stimulate local innovation.
If this is not achieved, local development and
exploitation of technology will become too costly
and will be hampered.
As a good corporate citizen we aim to provide
constructive and reliable input to tax policymakers
and stakeholders. We do this through submissions
to public consultations or direct engagement, at
national (in all markets where we operate) and
international (UN, OECD, etc) levels. We strongly
and actively support the international efforts led
by the OECD/G20 Inclusive Framework on BEPS to
develop a global solution to remove imbalances
from, and to modernise, the international tax
system – to create a level playing field. In our
view, taxes should be fair, balanced and uniform.
Taxation of profits and local tax systems should be
part of a harmonised, international framework – a
level playing field. At Naspers we like to keep it
simple: businesses should pay tax locally, ie where
their operations are and where their consumers
and users are based.
Operating essentially as local businesses, at
Naspers we do not subscribe to the engineering
of tax advantages by using legal entities in low
or no tax jurisdictions where Naspers does not
operate. This does not align with our philosophy
to meaningfully contribute to the communities
where we do business. Through acquisitions over
the years and as a result of legacy structures,
we have inherited some companies located in
low or zero tax jurisdictions. Such presences are
under constant review and have largely been
eliminated. Our approach to taxation does not
allow for the creation or maintenance of legal
entities in countries where we do not have an
operational presence.
Tax compliance
At Naspers we make significant investments to
deliver tax compliance. In managing our tax
affairs we take into account the interests of all
our stakeholders, including governments and our
shareholders. We have implemented processes to
deliver on tax compliance. We encourage open and
constant communication among all parties within the
group having responsibility for managing tax and
the adherence to our robust approach. In addition to
our internal controls and processes, our approach to
tax management and assessment of filing positions
taken is verified by external experts. If there are
disputes of significance with any tax authorities, these
are presented to and discussed with the audit and
risk committee at regular intervals.
Using technology to support our tax processes
As we take tax compliance extremely seriously
at Naspers, the use of technology to support our
tax processes is paramount. We have spent and
continue to spend considerable time assessing
where technology can assist in streamlining
processes, collating tax-relevant information
and limiting human errors that could arise in the
tax compliance process. Our country-by-country
reporting and controlled foreign company
compliance processes alone demand significant
man-hours. Technology tools have been developed
and implemented for data collection and collation.
This improved the tax compliance processes and
reduced man-hours spent on these tasks. Our tax
specialists in the group can therefore spend their
time more effectively.
Our technology journey continues and is aligned
with the growing demands for tax data by
regulators and other stakeholders including tax
authorities. The use of technology in the collation
of tax relevant data also allows us to more easily
share tax relevant information with tax authorities.
The easy sharing of information contributes to our
cooperative compliance engagements with tax
authorities. As the benefits of the use of technology
in the tax arena become evident, our enthusiasm to
further implement technology tools grows. We are
working on greater enhancements in this area and
look forward to sharing our further successes with
all our stakeholders.
Our tax transparency journey
Our tax transparency journey is very exciting and
extremely rewarding. We continue to explore where
and how we can engage even more meaningfully
with our stakeholders. We continuously assess what
tax relevant information will assist our stakeholders
to better understand the contributions we make to
the societies in which we operate. Clarity on how
we operate and greater insights into our tax model
enable stakeholders and revenue authorities to
understand how the Naspers model works. And to
understand that Naspers is different to many digital
companies, that our model is different. We at
Naspers understand that we are not an island and
a self-serving organisation – we are part of the
communities and countries in which we operate.
As such we want to make meaningful contributions
– this is part of our approach to improving the lives
of billions of people who have access to and use
our platforms.
Methodology overview
The approach used in this study to estimate
Naspers’s total tax contribution captures the
following types of impacts:
• Direct tax: Taxes imposed on income, capital
gains and net worth, including property tax.
• Indirect tax: Taxes imposed on certain
transactions, goods or events. Examples
include VAT, sales tax, excise duties, stamp
duty and transaction tax.
• Induced tax: This captures tax payments
by companies in the Naspers supply chain
enabled by its activities and tax payments
arising from households spending a share of
their additional income.
The induced tax contribution is estimated using
an Economic Impact Assessment (EIA) model.
The EIA model measures how the activities
of Naspers support different industry clusters
and sectors in the economy of South Africa.
Naspers interdependencies with different
sectors are identified and quantified as part of
this process.
The size of the economic activity generated
by Naspers interdependencies is calculated
using multiplier effects. The different rounds
of multiplier effects, from the initial spending
in the sector, through to employees spending
their salaries on goods and services (and
the resultant effects), indicate the induced tax
contributions generated in the wider economy.
Further information can be found in the Tax section
of the Prosus annual report 2021 on pages 98
to 102.
Naspers integrated annual report 2021
97
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Governance
Contents
99 Our board
101 Naspers group governance framework
102 Governance for a sustainable business
102 Overview of governance at Naspers
105 The board and committees
111 Culture, ethics and compliance
115 Relations with shareholders and investors
116 Remuneration report
Naspers integrated annual report 2021
98
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our
board
P*
H
N
P
R
S
P
R
S
N
A Audit committee
R Risk committee
S Naspers social, ethics and sustainability committee
P
Projects committee
N Nomination committee
H Human resources and remuneration committee
Executive
Non-executive
Independent non-executive
*
Chair
Koos Bekker
68, South African and Dutch
Non-executive chair
Bob van Dijk
48, Dutch
Chief executive and executive director
Basil Sgourdos
51, South African and Greek
Financial director and executive director
Hendrik du Toit
59, South African and British
Lead independent non-executive director
Koos Bekker is the non-executive chair of the board. He led
the founding team of the M-Net/MultiChoice pay-television
business in 1985 and led its international expansion. He
was also a founder of MTN, the multinational mobile
telecommunications company. In 1997, he became chief
executive of Naspers and headed the transition to the
internet until 2014. A year later, he was appointed chair of
the Naspers board. He holds a BAHons and an honorary
doctorate in commerce from Stellenbosch University, an LLB
from the University of the Witwatersrand and an MBA from
Columbia University, New York. Koos and his wife Karen
also created the estates Babylonstoren in the Cape and
The Newt in Somerset in the United Kingdom.
Bob van Dijk is our chief executive and an executive
director. He was appointed chief executive of Naspers in
April 2014. He joined the group as Allegro group chief
executive officer in August 2013 and was promoted to chief
executive officer of global transactions ecommerce in
October 2013. He has over 15 years of general
management experience in online growth businesses
globally, spanning the online marketplaces, online
classifieds and etail segments. Prior to that he was a
founder of an online financial derivatives marketplace. In
June 2020, Bob was appointed to the board of Booking
Holdings Inc. at its annual general meeting. He started his
career at McKinsey & Company, focusing on mergers and
acquisitions, and media. He holds an MBAHons from
Insead and MSc (cum laude) in econometrics from Erasmus
University, Rotterdam.
Basil Sgourdos is our financial director and an executive
director. He was appointed financial director of Naspers in
July 2014. He worked at PricewaterhouseCoopers Inc. from
1989 to 1994. He then joined Naspers as finance manager
of the South African operations division in MultiChoice
before being appointed chief financial officer of Naspers’s
investment in United Broadcasting Corporation plc, listed
on the stock exchange of Thailand, where he remained for
10 years. He then spent two years in Amsterdam as
general manager of video-entertainment business
development globally before becoming financial director of
MIH Holdings Proprietary Limited in January 2009. He held
this position until his current appointment. He is a qualified
South African chartered accountant and holds a BCom from
the University of the Witwatersrand and BAccHons from the
University of South Africa.
Hendrik du Toit is an independent non-executive director.
Hendrik is founder and chief executive officer of Ninety One.
He entered the asset management industry in 1988 and
joined Investec Group in 1991, founding Investec Asset
Management which rebranded to Ninety One in 2020. He
also served as joint chief executive officer of the Investec
Group from October 2018 until the demerger and listing of
Ninety One in March 2020. Hendrik is a World Benchmarking
Alliance ambassador. Previously, he served as a
non-executive director of the Industrial Development
Corporation of South Africa. He has also served on the
advisory boards of the Sustainable Development Solutions
Network, the expert board of HM Treasury’s Belt and Road
Initiative, the UN business and human security initiative, the
Impact Investing Institute and commissioner of the Business
and Sustainable Development Commission. Hendrik holds an
MPhil in economics and politics of development from
Cambridge University and an MCom in economics (cum
laude) from Stellenbosch University.
R
H
A
A
H*
N
Emilie Choi
42, American
Independent non-executive director
Don Eriksson
76, South African
Former independent non-executive director
Angelien Kemna
63, Dutch
Independent non-executive director
Manisha Girotra
51, Indian
Independent non-executive director
Craig Enenstein
52, American
Independent non-executive director
Emilie Choi is an independent non-executive director. She
serves as chief operating officer at Coinbase Inc., the
world’s largest regulated cryptocurrency exchange. She
oversees operations in seven countries across three
continents. Since joining Coinbase in early 2018, she has
overseen more than 10 acquisitions and 50 venture
investments. Prior to that, she spent over eight years at
LinkedIn Corporation as vice president of corporate
development and led all M&A deals in the company’s
history, including its biggest deal to date, Lynda, as well as
leading a number of joint ventures in China. She has also
worked in corporate development and strategy roles at
Warner Bros Entertainment Inc. and Yahoo Inc. She serves
on the board of ZipRecruiter Inc., a marketplace for
jobseekers and employers. She holds an MBA from the
Wharton School of the University of Pennsylvania and a BA
in economics from Johns Hopkins University.
Don Eriksson served as an independent non-executive
director for a number of years. He is chair of Oakleaf
Insurance Company Limited and Renasa Insurance
Company Limited. On 11 June 2020, he retired from the
board of MultiChoice Group and other MultiChoice
companies. He served on the council of the Institute of
Directors of South Africa (IoDSA) for a number of years and
is an honorary life member. He is also a trustee for the
Discovery Health Medical Scheme. He was a partner at
Coopers & Lybrand (now PricewaterhouseCoopers Inc.) and
an executive director of the Commercial Union group (CGU
Insurance Company (SA) Limited, Commercial Union Life
Insurance Company Limited and Sentrasure Limited). He is
a qualified South African chartered accountant and holds a
certificate in the theory of accountancy from the University
of the Witwatersrand. He retired from the Naspers and
Prosus boards and committees effective from 1 April 2021.
Angelien Kemna is an independent board member and
chair of the audit committee of Friesland Campina, senior
independent board member of AXA Investment Managers
and independent director and member of the audit
committee of AXA Group and independent board member
and chair of the risk committee of NIBC Holding. She was
previously a member of the executive board of APG Group
in the Netherlands, first as chief investment officer and then
chief finance and risk officer. In addition, she was part-time
professor in corporate governance at Erasmus University,
Rotterdam. She holds an MSc in operations research and a
PhD in finance from Erasmus University. She was a visiting
scholar at Sloan School MIT (Boston, USA).
Angelien has been nominated for appointment as a
non-executive director of Prosus at the annual general
meeting to be held on 24 August 2021.
Manisha Girotra is an independent non-executive director.
She is the chief executive officer of Moelis India. She has
over 25 years of investment banking experience, with
cross-border M&A expertise across a range of industries.
Prior to Moelis & Company, she was chief executive officer
and country head of UBS AG in India, managing its
investment bank, commercial bank, markets, equity
research and wealth management divisions. Before that,
she was head of North India of Barclays Bank plc. She
began her investment banking career at ANZ Grindlays in
London. She serves on the boards of Ashok Leyland Limited
and Jio Payments Bank Limited. She holds a BAHons in
economics from St Stephen’s College, India and a masters
in economics from the Delhi School of Economics.
Craig Enenstein is an independent non-executive director.
He is also the chief executive officer of Corridor Capital
LLC, an operationally intensive private equity firm focused
on the lower-middle market. Founded by Craig in 2005,
Corridor Capital is based in Los Angeles, USA. He is a
member of the Wharton School of the University of
Pennsylvania executive board. He holds an MBA in finance
from the Wharton School of Business of the University of
Pennsylvania, MA in international studies from the Lauder
Institute, University of Pennsylvania and a BA from the
University of California, Berkeley.
Naspers integrated annual report 2021
99
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our board continued
A Audit committee
R Risk committee
S Naspers social, ethics and sustainability committee
P
Projects committee
N Nomination committee
H Human resources and remuneration committee
Executive
Non-executive
Independent non-executive
*
Chair
A
R
N*
S
P
S
H
N
Rachel Jafta
60, South African
Independent non-executive director
Nolo Letele
71, South African
Non-executive director
Ying Xu
57, Chinese
Independent non-executive director
Roberto Oliveira de Lima
70, Brazilian
Independent non-executive director
Rachel Jafta is an independent non-executive director. She
is a professor in economics at Stellenbosch University. She
joined Naspers as a director in 2003 and was appointed a
director of Media24 in 2007. She is a member of the South
African Economic Society, chair of the Cape Town Carnival
Trust, member of the management committee of the Bureau
for Economic Research at Stellenbosch University and
member of the international advisory board of Fondação
Dom Cabral Business School, Brazil. She was appointed
chair of the Media24 board in April 2013 and chairs its
nomination committee. She is also a director of Naspers
Beleggings (RF) Limited. She holds an MEcon and a PhD
from the University of Stellenbosch.
Nolo Letele is a non-executive director. He joined M-Net in
1990 and pioneered MultiChoice’s expansion outside South
Africa. In 1995, he moved to the Republic of Ghana, where
he served as MultiChoice’s West African regional general
manager. In 1999, he was appointed chief executive officer
of MultiChoice South Africa Holdings Proprietary Limited
and later served as the MultiChoice group chief executive
officer until 2010, when he was appointed executive chair of
MultiChoice South Africa. He is currently non-executive
chair. He 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 a BScHons in electronic engineering from the
University of Southampton.
Ying Xu is an independent non-executive director. She is the
president of Wumei Technology Group (Wumei or Wumart),
a technology-driven retailer in China. Deeply engaged in
the retail business for 15 years, she has strong insight and
knowledge of consumers in China, especially in online and
offline retail. Prior to joining Wumei, she was vice president
of LG (a joint venture) at Tianjin International Trust &
Investment. She holds a BA in English from Tianjin University,
China and an MBA from Meinders School of Business,
Oklahoma City University, US.
Roberto Oliveira de Lima is an independent non-executive
director. He developed his career at companies like Accor S.A.,
Rhone Poulenc S.A. (now part of Sanofi S.A.) and Compagnie
de Saint-Gobain S.A. in the information technology and finance
areas. He was chair and chief executive officer of Credicard
Group (a Citigroup company), chief executive officer of Vivo
S.A., the largest mobile telecommunications company in Brazil
(a Telefónica SA and Portugal Telecom company), chair of
Publicis Brazil and president of Natura S.A. He was previously a
board member of Edenred S.A. in France, Pão de Açúcar S.A.
(Casino), Natura S.A. and BR Distribuidora (Petrobras company)
in Brazil. He is a board member of RNI Negócios Imobiliários
S.A. and AES Tietê SA. In April 2019, he left the board of
Telefônica Brasil S.A. after 14 years, having served six of those
years as president and chief executive officer and eight years
as a board member as well as quality and services committee
member. He holds a BA and an MA in business management
from Fundação Getúlio Vargas in Brazil and an MA from Institut
Superieur des Affaires at Jouy en Josas, France.
S
A
P
R
P
S
S
Debra Meyer
54, South African
Independent non-executive director
Steve Pacak
66, South African
Non-executive director
Mark Sorour
59, South African
Non-executive director
Ben van der Ross
74, South African
Independent non-executive director
Cobus Stofberg
70, South African and Dutch
Non-executive director
Debra Meyer is an independent non-executive director. She
is a professor of biochemistry and executive dean of the
faculty of science at the University of Johannesburg. She
has completed modules in media strategy and academic
leadership at Harvard University and the Gordon Institute
of Business Science, University of Pretoria and regularly
contributes to several newspapers and magazines. She
serves as a trustee or board member for a number of
organisations. She is also a director of Naspers Beleggings
(RF) Limited. She holds an MSc in biochemistry from the
University of Johannesburg and a PhD in biochemistry and
molecular biology from the University of California, Davis,
which she attended as a Fulbright scholar.
Steve Pacak is a non-executive director. He began his
career with Naspers at M-Net in 1988 and has held various
executive positions in the Naspers group. He was
appointed an executive director of Naspers in 1998 and
non-executive director in January 2015. He retired as
Naspers’s financial director in June 2014 and remained on
the Naspers board as non-executive director. He is a
qualified South African chartered accountant and holds a
BAcc from the University of the Witwatersrand.
Mark Sorour is a non-executive director. He joined the
Naspers group in 1994, leading business development and
corporate finance globally. After assignments in Hong Kong
and Amsterdam, he was responsible for all global
investment activities as the Naspers group chief investment
officer. In March 2018, he retired after over 20 years with
the Naspers group but remained on the board as a
non-executive director. He is a qualified South African
chartered accountant.
Ben van der Ross is an independent non-executive director.
He was chair of Strategic Real Estate Management
Proprietary Limited, managers of the Emira Property Fund.
He served on the boards of, among others, Distell Limited,
FirstRand Limited, Lewis Group Limited, Pick n Pay Holdings
Limited and MMI Holdings Limited. He is also a director of
Naspers Beleggings (RF) Limited. He is an attorney of the
High Court of South Africa and holds a diploma in law from
the University of Cape Town.
Cobus Stofberg is a non-executive director. He was a
member of the founding team of the M-Net/MultiChoice
pay-television business in 1985. He served as chief
executive officer of the group from 1997 to 2011 and has
been instrumental in the expansion of the Naspers group.
Prior to joining M-Net, he was a partner at Coopers &
Lybrand (now PricewaterhouseCoopers Inc.). He is a
qualified South African chartered accountant and holds a
BComLaw and LLB from Stellenbosch University and
BComptHons from the University of South Africa.
Naspers integrated annual report 2021
100
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Naspers group
governance
framework
Ultimately, we report to stakeholders in the
integrated annual report and other releases
Board
Supported
by company
secretary/
governance
framework
Board committees
Supported
by company
secretary/
governance
framework
Management
and group
support
functions
Underlying
framework
foundation
Board
Audit
Finance policies and group levels
of authority, combined assurance,
internal and external audit
Risk
Management of information
Management of technology
Management of risk
Compliance management
Human resources
and remuneration
Remuneration
Ethical business culture
Nomination
Board diversity
Board and board committee
Naspers social, ethics
and sustainability
Organisational ethics
Corporate citizenship
and sustainability
Stakeholder relationships
Management
of operating
business
Group and
segment
management
Governance
committee
Group support functions
– Human resources
and remuneration
– Legal and compliance
– Data privacy
– Intellectual property
– Tax
– Public relations
– Corporate communications
– Investor relations
– Internal audit and risk
support
– Finance
– ML
Values
Code of business ethics
and conduct
Strategy
Various charters
and policies
Good
governance guidelines
Naspers integrated annual report 2021
101
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Governance for a
sustainable business
Koos Bekker
Chair: Naspers
‘ We are committed to ensuring
high standards of corporate
governance are maintained
around the group.’
This section is structured
as follows:
Overview of governance at Naspers
Provides a high-level view of governance in
the group and key focus areas this year.
The board and committees
Details of the composition and roles of the
board and its committees together with
meeting attendance.
Culture, ethics and compliance
The importance of culture and how it is led
from the top. Ethics and compliance are
fundamental to strong governance.
Relations with shareholders and investors
Includes the annual general meeting.
Overview of governance
at Naspers
The board of directors conducts the group’s
business with integrity by applying appropriate
corporate governance policies and practices. Our
aim is to keep abreast of regulatory developments,
further enhance our governance standards, monitor
and ensure compliance with relevant laws and
regulations, and cultivate a thriving ethical
organisational culture in the different geographies
in which we operate. We also aim to maintain a
high standard of reporting and disclosure, keeping
in mind the best interests of our stakeholders and
disclosing what is relevant and important to the
sustainability of the group.
Listing and regulatory environment
Naspers has a primary listing on the JSE Limited
(JSE) and a secondary listing on A2X Markets in
South Africa. It is therefore subject to the JSE
Listings Requirements, guidelines in the King IV
Report on Corporate Governance for South Africa,
2016 (King IVTM)1, as well as legislation for publicly
listed companies in South Africa. Naspers has a
secondary listing of its American Depository
Receipts (ADRs) on the London Stock Exchange
(LSE). In addition, Prosus N.V. (Prosus) has bonds
that are listed on Euronext Dublin.
Governance structure
The governance structures of Naspers and Prosus
substantially mirror each other. Naspers and Prosus
have an identical one-tier board structure of
executive and non-executive directors. Executive
directors are responsible for the group’s day-to-day
management, which includes formulating its
strategies and policies and setting and achieving
its objectives. Non-executive directors supervise
and advise executive directors. Each director has
a duty to the company to properly perform their
assigned duties and to act in its corporate interest.
Improved chief executive and financial
director assurance process
We recognise the value of an integrated
approach to assurance and compliance. The
adopted governance, risk and compliance
framework is the basis for how we manage
governance.
As part of this framework, this year we
embarked on a process to strengthen our
CEO/CFO certification in order to ensure that
business practices and procedures are
aligned to what the group expects of its
subsidiaries. This revised process ensures that
assurance can be obtained from the
businesses and segments in the group
regarding the manner and extent to which
they comply with the group’s governance
standards.
The CEO/CFO certification broadly covers
areas such as financial, tax, culture of ethics
and compliance, sustainability, risk
management, health and safety, technology
and information governance, assurance,
internal audit, internal controls, stakeholders
and remuneration – each of these being key
areas of focus for the group.
This revised process, together with the other
formalised reporting obligations, gives
assurance to the group chief executive and
financial director to allow them to make the
statements required in terms of the revised JSE
Listings Requirements.
1
Institute of Directors in Southern Africa NPC (IoDSA) owns all copyright
and trademarks for King IV.
Naspers integrated annual report 2021
102
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Sustainability
We take our responsibility seriously and are fully
committed to identifying and focusing on our goals
under our board-approved group sustainability
plan. The group’s commitment to sustainability, our
framework and progress made are dealt with in
the Sustainability review on page 72.
Read more on page 72
To support the board in fulfilling its governance role,
the risk committee and the Naspers social, ethics
and sustainability committee (which also considered
sustainability aspects pertaining to the Prosus group)
report on sustainability matters at each scheduled
board meeting. Subsequent to the year-end, Prosus
established its own sustainability committee.
Overview of governance
at Naspers continued
The audit and risk committees of the board monitor
compliance with the JSE and applicable LSE listings
requirements and the Euronext Dublin requirements
applicable in relation to the Prosus bonds listed on
that exchange.
The board’s projects, audit, risk, human resources
and remuneration, nomination, and social, ethics
and sustainability committees fulfil key roles in
ensuring good corporate governance.
The group uses independent external advisers
to monitor regulatory developments, locally and
internationally, to enable management to make
recommendations to the board on matters of
corporate governance.
How we integrate governance into our business
We recognise the value of an integrated approach
to assurance and compliance. The adopted
governance, risk and compliance framework is the
basis for how we manage governance.
This framework illustrates how we achieve a
sustainable business integrated with governance,
assurance, risk management and compliance,
in line with legislated requirements and King IV
recommendations and reported through the
relevant structures.
Our subsidiaries, associates and investees
(non-controlled entities) are required to comply with
applicable law and regulation. A risk-based legal
compliance programme (including anti-bribery and
anti-corruption) has been implemented as per this
framework in all subsidiaries.
In applying our capital allocation strategy we look
very carefully at the risks relating to the countries
and the sectors in which we invest. We undertake a
review of potential investee companies and their
founders and/or major shareholders; it is important
for us to know with whom we are doing business.
Our traditional due diligence looks at the
commercial and financial position of the investee
but also covers legal (including intellectual
property, privacy and litigation) and tax aspects of
their business. This is supplemented by contact
between our team and the founder(s) and their
management teams that help us to understand the
culture of the investee. More recently, for
acquisitions of majority ownership stakes in larger
businesses, we are formally assessing the
investee’s ethics and legal compliance framework
and HR policies against our own framework and
policies to see what actions (if any) will need to be
taken for the investee to meet our minimum
requirements if we were to be successful in
acquiring them. The governance frameworks of
investee companies differ depending on their scale
and maturity: some are simply too small or at too
early a stage to have a fully built and mature
governance and compliance framework. In each
case, however, we believe that our contact with the
founders and management team and our
additional due diligence help us to understand the
purpose and culture of the company. In the coming
year we plan to include a more explicit
sustainability assessment in our investment
decision-making process (which is implicit in our
current process).
Our largest associate companies, many of which
are of significant size, have adopted their own
appropriate governance standards. Three of these
companies have a listing on a leading stock
exchange and therefore need to comply with both
local law and the requirements of the relevant
exchange and this is reflected in the standards that
they adopt. If members of our team serve on the
boards of investees then they are sometimes able
to help shape the investee’s governance standards.
They do this by sharing the governance standards
that we have adopted on relevant topics and
offering support to the associate companies
through trainings or workshops and generally
sharing our knowledge and expertise. Periodically
teams of employees of the Company and
associates meet to discuss governance standards
and share their experiences.
Stakeholder relationships
Representatives of our businesses manage various
external and internal stakeholder relationships.
Our businesses manage their stakeholder
relationships using an inclusive approach that
balances the needs, interests and expectations
of material stakeholders with the best interests
of the businesses.
To support the board in fulfilling its governance
role, the social, ethics and sustainability committee
receives reports on stakeholder management
across the group – refer to the social, ethics
and sustainability committee report in the full
governance report.
An overview of our stakeholders and stakeholder
engagement appears on page 25 of the
integrated annual report.
Read more on page 25
Naspers integrated annual report 2021
103
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Our focus areas this year
In the 2021 financial year, we continued to
implement recommended or alternative practices
to demonstrate the application of King IV’s
principles for the group. In addition, subsequent
to the listing of Prosus, Prosus’s policies were
updated to be aligned with the Dutch Corporate
Governance Code and are, therefore, also closely
aligned to King IV.
Focus areas for the year included additional
reporting to our board committees and board on
how we implement good corporate governance
in the group in light of King IV and the Dutch
Corporate Governance Code and improved
corporate governance disclosures in the integrated
annual report.
Governance of information and technology,
particularly data privacy and cybersecurity,
remain focus areas. We increased our focus on
sustainability this year and will continue to do so.
Overview of governance
at Naspers continued
Group governance framework
The board is the focal point for, and custodian
of, the group’s corporate governance systems.
It conducts the group’s business with integrity and
applies appropriate corporate governance policies
and practices in the group.
The board, its committees and the boards and
committees of subsidiaries are responsible for
ensuring the appropriate principles and practices
of King IV are applied and embedded in the
governance practices of group companies.
A disciplined reporting structure ensures the board
is fully apprised of subsidiary activities, risks and
opportunities. All controlled entities in the group are
required to subscribe to the principles in terms of
King IV. Business and governance structures have
clear approval frameworks.
The group has a governance committee comprising
the segment chief executive officers (CEOs), chief
financial officers (CFOs) of Naspers, Prosus and
Media24, as well as the global head of company
secretariat and governance, Naspers company
secretary, global head of sustainability, group
general counsel, global compliance lead and
head of risk and audit. The committee was tasked
to ensure the group’s governance structures and
framework are employed across the in-scope
entities in the group during the financial year.
Governance and progress are monitored by
the audit and risk committees, and reported to
the board.
The composition of committees of the board is
reviewed annually and, where required, amended.
Details of the enterprisewide risk management
framework (including principal risks) appear on
pages 63 to 71 of the integrated annual report.
Furthermore, the board’s responsibility statement
which relates to risk management appears on
page 3.
Our approach to applying King IV and
statement by the board
Naspers is required, in terms of the JSE Listings
Requirements, to report its application of the
principles of King IV. In line with the overriding
principle in King IV of ‘apply and explain’, the
board, to the best of its knowledge, believes the
group has satisfactorily applied the principles of
King IV. For a more detailed review of Naspers’s
application of King IV, refer to the King IV
application report 2021.
All board and board committee charters and
policies are aligned with the South African
Companies Act, 2008 (Companies Act)
requirements and the principles in King IV and
the requirements of the JSE Listings Requirements.
King IV advocates a qualitative approach to
implementing recommended practices to realise
the intended governance outcomes.
In line with King IV recommendations, we consider
proportionality when we apply corporate
governance in the group. This means we apply
the practices needed to demonstrate the group’s
governance in terms of King IV as appropriate
across the group.
As the companies in our group are diverse and
at different maturity stages, a one-size-fits-all
approach cannot be followed in implementing
governance practices. All good governance
principles apply to all types and sizes of
companies, but the practices implemented by
different companies to achieve the principles may
be different. Practices must be implemented as
appropriate for each company, in line with the
overarching good governance principles.
Focus areas this year
Strategy
Review the group’s strategy, three-year plan
and budget.
Read more on page 18
Continue to address the discount and unlock
value through the Prosus on-market Naspers N
ordinary share purchase programme of up to
US$3.63bn and the on-market Prosus ordinary
share N repurchase programme of up to
US$1.37bn from Prosus’s free-float
shareholders.
Focus on future investment and value creation
in the portfolio.
Read more on page 21
Financial
Review the group’s performance and results.
Read more on page 62
Governance and sustainability
Continued application of King IV practices.
Execution of the board-approved group
sustainability plan, reflecting our focus on
specific sustainability goals.
Continued focus on our strategy to live up to
our sustainability commitments.
Read more on page 73
People and learning
Recognise the importance of ML and
embed learning throughout the group,
including board level.
Read more on page 79, 82 and 83
Covid-19
Continue to review the work done to protect
employees and other stakeholders, and
manage potential impacts for the business.
Read more on page 81 and 83
Naspers integrated annual report 2021
104
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
BOARD COMPOSITION (NUMBER OF DIRECTORS)
The board
and committees
Long-term value creation and strategy
The board ensures that a culture of business ethics
and conduct aimed at long-term value creation is
promoted to underpin the group’s activities as a
responsible corporate citizen. This includes
adopting values and a code of business ethics and
conduct, leading by example, and monitoring
implementation to make the required disclosures
on incorporation, compliance and effectiveness. In
this regard the board is responsible for group
performance by steering and providing strategic
direction to the company, taking responsibility for
the adoption of a view on long-term value creation
and aligned strategy and plans (such strategies
and plans to originate in the first instance from
management). The board must approve the annual
business plan and budget compiled by
management, for implementation by management,
taking cognisance of sustainability aspects in
long-term planning.
NATIONALITIES
For more information on the group’s strategic
approach please refer to page 18.
TENURE AS A DIRECTOR
Composition
Details of directors at 31 March 2021 are set out on
pages 99 and 100.
Naspers has a unitary board, which provides
oversight and control. The board charter sets out
the division of responsibilities. The majority of
board members are non-executive directors and
independent of management. To ensure that no
one individual has unfettered powers of decision-
making and authority, the roles of chair and chief
executive are separate.
Chair
Executives
Non-executive directors
Independent non-executive directors
1
2
4
10
South African
Dutch
American
Chinese
Indian
Brazilian
0–2 years
2–4 years
4–6 years
6–9 years
9+ years
11
1
2
1
1
1
2
1
2
9
3
At 31 March 2021, the board comprised ten
independent non-executive directors, four non-
executive directors, a chair and two executive
directors, as defined under the JSE Listings
Requirements and King IV. Four directors (24%) are
from previously disadvantaged groups and five
directors (29%) are female. These figures are above
the average for JSE-listed companies.
The board diversity policy addresses the JSE
Listings Requirements for all listed companies to
have a policy on how they address gender and
race diversity at board level. The board is satisfied
that its composition reflects the appropriate mix of
knowledge, skills, experience, diversity and
independence.
GENDER DIVERSITY (NUMBER OF DIRECTORS)
2020
2021
Female
Male
4
13
5
12
RACIAL DIVERSITY (NUMBER OF DIRECTORS)1
As set out in the board diversity policy, the board
recognises the importance of gender diversity and
aims to achieve 30% female (and male)
representation. Over the past three years all new
appointments of directors have been women.
Subsequent to year-end, at the time of writing this
report, one third of the non-executive directors are
women. This demonstrates the board’s ongoing
commitment to transformation in line with its board
diversity policy.
2020
2021
Black people
Other
International
1 As defined in the
BBBEE Act.
5
7
5
4
7
6
Role and function of the board
The board serves as the focal point and custodian
of corporate governance and has adopted a
charter setting out its responsibilities as follows:
• Determining what business we are building,
what we offer users and key objectives.
• Ensuring and monitoring that a culture of business
ethics and conduct aimed at long-term value
creation is promoted to underpin the group’s
activities as a responsible corporate citizen. This
includes adopting values and a code of business
ethics and conduct, leading by example, and
monitoring implementation to make the required
disclosures on incorporation, compliance and
effectiveness.
The group recognises and embraces the benefits
of having a diverse board and sees diversity at
board level as an essential element in maintaining
a competitive advantage. A diverse board will
include and make good use of differences in the
skills, geographical and industry experience,
background, race, gender and other distinctions
between members of the board.
These differences will be considered in determining
the optimum composition of the board and when
possible will be balanced appropriately. All board
appointments are made on merit, in the context of
skills, experience, diversity, independence and
knowledge, that the board as a whole requires to
be effective.
The nominations committee reviews and assesses
board composition on behalf of the board and
recommends the appointment of new directors.
This committee also oversees the conduct of the
annual review of board effectiveness.
Naspers integrated annual report 2021
105
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The board
and committees continued
The board acknowledges that the group’s core purpose, its risks and opportunities, strategy, business model, performance and sustainable development
are all inseparable elements of the value-creation process. In this regard the board is responsible for the following:
• Group performance by steering and providing
strategic direction to the company, taking
responsibility for the adoption of a view on
long-term value creation and aligned strategy
and plans (such strategies and plans to
originate in the first instance from
management). The board must approve the
annual business plan and budget compiled by
management, for implementation by
management, taking cognisance of
sustainability aspects in long-term planning.
• Ongoing oversight of the implementation of the
strategy and business plan by management
against agreed performance measures and
targets. As part of its oversight of performance,
the board should:
– Retain full and effective control over the
company and monitor management with
regard to the implementation of the approved
annual budget and business plan, as
amended from time to time.
– Oversee that assessments of the negative
impacts of the group’s activities in the total
environment in which the group operates are
conducted and addressed responsibly. The
board must be alert to the general viability of
the organisation with regard to its reliance on
the resources it uses or affects, its solvency and
liquidity, and its status as a going concern.
– Consider and, if appropriate, declare the
payment of dividends to shareholders.
– Evaluate the viability of the company and the
group as a going concern, such evaluation to
be properly recorded.
– Determine the selection and orientation of
directors.
– Appoint the chief executive, who reports to the
board, as well as the financial director, and
ensure that succession is planned.
– Establish board committees, including
appointing its members, as and when
appropriate, with clear terms of reference and
responsibilities to promote independent
judgement and assist with balance of power
and effective discharge of its duties.
– Appoint the chairs of the board and its
committees.
– Ensure the evaluation of performance and
effectiveness of directors, the chair, the board
as a whole and its committees to support
continued improvement in their performance
and effectiveness, including succession
planning, and make the required annual
disclosures in terms of King IV, as applicable.
– Govern risk in a way that supports the group in
setting and achieving its strategic objectives
through a structured, appropriate and effective
enterprisewide risk management and internal
control systems, which allow the board to set
tolerance levels from time to time and annually
assess the risk management and internal
control system.
– Ensure that assurance services and functions
enable an effective control environment and
that these support the integrity of information
for internal decision-making and of the
company’s external reports.
– Ensure that there is effective risk-based internal
audit, which allows it to report on the
effectiveness of the company’s system of
internal controls in its integrated annual report.
– Engage the external auditor based on the
recommendation of the audit committee.
– Define levels of delegation in respect of
specific matters, with appropriate authority
delegated to board committees and
management.
• Monitoring the whistleblower process, including
• Overseeing the preparation of and approving
appropriate and independent investigations, and
adequate follow-up of recommended remedial
actions. The board is assisted by the risk, audit
and the social, ethics and sustainability
committees, with regular feedback provided by
the committees to the board. In addition,
executive board members should inform the chair
of the board without delay of any signs of actual
or suspected material misconduct or irregularities
in the company or the group.
• Governing compliance with applicable laws
and adopted rules, codes and standards in a
way that supports the group being ethical and
a good corporate citizen.
• Governing technology and information in a way
that supports the group setting and achieving
its strategic objectives.
• Ensuring that the group remunerates fairly,
responsibly and transparently to promote the
achievement of strategic objectives and
positive outcomes.
• Adopting a stakeholder-inclusive approach in
the execution of its governance role, that
balances the needs, interests and expectations
of material stakeholders in the best interests of
the organisation over time. This includes:
– Identifying material stakeholders and
monitoring management’s process of
engagement with those stakeholders.
– Determining the company’s communication
policy.
– Proactively engaging with shareholders and
ensuring shareholders are treated equitably.
– Ensuring dispute resolution mechanisms and
processes are adopted and implemented as
part of the overall management of stakeholder
relationships.
the company’s financial statements (for
adoption by shareholders), interim, provisional
and integrated reports (as reviewed by the
audit committee) and ensuring the integrity and
fair presentation thereof. The board should
ensure integrity and quality of external reports
and set the direction for how assurance of
these should be approached and addressed
where appropriate. External reports should
enable stakeholders to make informed
assessments of the group’s performance and its
prospects.
• Reviewing and assessing annually the charters
of the group’s significant subsidiary companies’
boards and reviewing their annual assessment
of compliance with their charters to establish if
the board can rely on the work of the subsidiary
companies’ boards.
• Reviewing annually the charters of the
committees of the board.
• Annually evaluating performance and
effectiveness of the company secretary
(delegated to the human resources and
remuneration, and nomination committees).
• Delegation of certain responsibilities to board
committees assists the board with effective
discharge of the board’s duties. The board
remains ultimately responsible for such
delegated responsibilities, other than specific
statutory responsibilities, such as those of the
audit and social, ethics and sustainability
committees as set out in the South African
Companies Act. These committees report to
shareholders at the annual general meeting
regarding how they have discharged their
duties in terms of the South African
Companies Act.
Naspers integrated annual report 2021
106
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The board
and committees continued
Roles and responsibilities
The chair
The chair, Koos Bekker, is a non-executive director.
Hendrik du Toit was appointed to act as lead
independent director in all matters where there may
be an actual or perceived conflict.
The responsibilities of the chair include:
• Providing overall leadership to the board without
limiting the principle of collective responsibility for
board decisions, while at the same time being
aware of individual duties of board members.
• Ensuring a balanced composition and proper
functioning of the board and its committees.
• Ensuring a culture of openness and accountability
within the board.
• In conjunction with the chief executive,
representing the board in respect of
communication with shareholders, other
stakeholders and, indirectly, the general public.
• Assisted by the board, its committees and the
boards and committees of the company’s
subsidiary companies, ensuring the integrity and
effectiveness of the governance process.
• Maintaining regular dialogue with the group’s
chief executive on operational matters and
consulting on an ongoing basis with other board
members on any matter of concern to him/her,
including managing conflicts of interests.
• In consultation with the group’s chief executive
and company secretary, ensuring appropriate
content and order of the agendas of board
meetings and ensuring that members of the
board receive documentation promptly.
• Ensuring that board members are properly
informed about issues arising from board
meetings and that relevant information is
submitted to the board.
• Acting as facilitator at board meetings to ensure
a sound flow of opinions. The chair ensures that
adequate time is scheduled for discussions and
that they lead to logical and acceptable
conclusions.
• Monitoring how the board works together and
• Establishing an organisational structure for the
how individual directors perform and interact at
meetings. The chair meets with directors annually
to evaluate their performance.
• Chairing the general meetings and ensuring
general meetings proceed in an orderly and
efficient manner and ensuring the proper conduct
of business at meetings to promote a meaningful
discussion at the meetings.
• Ensuring that the directors discuss the reports
provided by the committees to the board.
• With the assistance of the company secretary,
ensuring all directors follow their induction and
training programmes.
• Pre-clearing all dealings in Naspers shares and/
or Prosus shares by directors of the companies
and their major subsidiaries.
The chief executive
The chief executive reports to the board and is
responsible for the day-to-day business of the
group and implementing policies and strategies
approved by the board. Chief executives of the
various businesses assist him in this task. Board
authority conferred on management is delegated
through the chief executive, against approved
authority levels. The board is satisfied that the
delegation of authority framework contributes to
role clarity and the effective exercise of authority
and responsibilities.
Bob van Dijk is the appointed chief executive. He
has no other professional commitments outside the
group, except for his appointment to the board of
Booking.com.
Succession planning for the chief executive is
considered annually.
company, which is necessary to enable execution
of its strategic planning.
• Recommending/appointing the executive team
and ensuring proper succession planning and
performance appraisals take place.
• Ensuring that the company complies with relevant
laws, corporate governance principles, business
ethics and appropriate best practice and, if not,
that the failure to do so is justifiably explained.
Lead independent director
The responsibilities of the lead independent
director are as follows:
• Leading in the absence of the chair.
• Serving as a sounding board for the chair.
• Acting as an intermediary between the chair and
other members of the board, if necessary.
• Dealing with shareholders’ concerns where contact
through the normal channels has failed to resolve
concerns, or where such contact is inappropriate.
• Strengthening independence of the board if the
chair is not an independent non-executive member
of the board.
• Chairing discussions and decision-making by the
board on matters where the chair has a conflict of
interest.
• Leading the performance appraisal of the chair.
Directors
Directors fulfil their governance duties individually
and collectively taking into account:
• the role of the board as set out in the charter
• applicable laws, regulations and good
governance guidelines, and
• their duties as directors, including fiduciary duties
and duty of care and skill.
The functions and responsibilities of the chief
executive include:
Directors have unlimited access to the advice and
services of the company secretary.
• Developing the company’s strategy for
consideration, determination and approval
by the board.
• Developing and recommending to the board
yearly business plans and budgets that support
the company’s long-term strategy.
• Monitoring and reporting to the board about the
performance of the company.
Independent advice
Individual directors may, after consulting with the
chair or chief executive, seek independent
professional advice, at the expense of the
company, on any matter connected with
discharging their responsibilities as directors.
Company secretary
With effect from 25 August 2020, Gillian Kisbey-
Green stepped down as company secretary and
was appointed global head: company secretariat
and governance and remains group company
secretary of Prosus. Lynelle Bagwandeen was
appointed as company secretary in her stead.
Lynelle has held similar positions in several listed
JSE companies. In addition, she has been a
director of the Chartered Governance Institute of
Southern Africa since 2018 and president of this
institution since June 2021. With more than 10 years’
JSE-listed company experience, Lynelle has strong
insight into the regulatory and governance
framework in South Africa. She holds a BSc from
the University of Witwatersrand, an LLB (summa
cum laude) and an LLM from the University of
KwaZulu-Natal, is a fellow of the Chartered
Governance Institute of Southern Africa and also an
admitted attorney of the High Court of South Africa.
The company secretary, Lynelle Bagwandeen, and
David Tudor, group general counsel (and legal
compliance officer), are responsible for guiding the
board in discharging its regulatory responsibilities.
Directors have unlimited access to the advice and
services of the persons noted above whose
functions and responsibilities include (as
appropriate):
• Playing a pivotal role in the company’s corporate
governance and ensuring that, in line with
pertinent laws, the proceedings and affairs of the
board, the company and, where appropriate,
shareholders are properly administered.
• Acting as the company’s compliance officer as
defined in the Companies Act and is the
delegated information officer.
• Monitoring directors’ dealings in securities and
ensuring adherence to closed periods.
• Attending all board and committee meetings.
The performance and independence of the
company secretary are evaluated annually.
Naspers integrated annual report 2021
107
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Social, ethics and sustainability committee
The primary objective of the social, ethics and
sustainability committee is to assist the board in
ensuring the company meets its statutory
obligations in terms of section 72 and regulation
43 of the Companies Act. The committee is
responsible for overseeing and reporting on
organisational ethics, responsible corporate
citizenship, sustainable development and
stakeholder relationships in relation to the group,
taking into account specific disclosures and best
practice as recommended by King IV.
The committee comprises two independent
non-executive directors, two non-executive directors,
the chief executive and the chief executive of
Media24. It was chaired by Don Eriksson.
Debra Meyer has taken over the role of chair for
this committee following Don Eriksson’s retirement.
The report of the social, ethics and sustainability
committee is in the full governance report.
The board
and committees continued
As required by JSE Listings Requirement 3.84(h), the
board has determined that the company secretary,
an admitted attorney with more than 10 years of
JSE-listed company experience, has the 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. The
board is satisfied that arrangements for providing
corporate governance services are effective.
Board meetings and attendance
The board meets at least four times per year, or
more as required. The projects committee attends
to matters that cannot wait for the next scheduled
meeting. The board held nine meetings in the past
financial year. Non-executive directors meet at
least once annually without the chief executive,
financial director and chair present, to discuss the
performance of these individuals.
The company secretary acts as secretary to the
board and its committees and attends all meetings.
Indemnification
While the whole board remains accountable for the
performance and affairs of the company, it delegates
certain functions to committees and management to
assist in discharging its duties. Appropriate structures
for those delegations are in place, accompanied by
monitoring and reporting systems. As contemplated
in the memorandum of incorporation and our
insurance programme, indemnities have been issued
by Naspers to its directors.
Board committees
Projects committee
The projects committee acts on behalf of the board
in managing urgent issues when the board is not
in session, subject to statutory limits and the
board’s limitations on delegation. It comprises
two non-executive directors, one independent
non-executive director plus two executive directors.
It is chaired by Koos Bekker.
Nomination committee
The nomination committee assists the board to
determine, and regularly review, the size, structure,
composition and effectiveness of the board and its
committees, in the context of the company’s strategy.
Each committee acts within agreed, written terms
of reference. The chair of each committee reports
at each scheduled board meeting.
The committee comprises a minimum of three
non-executive directors, the majority of whom are
independent. It is chaired by Rachel Jafta.
The report of the nomination committee is in the
full governance report.
The chairs of the social, ethics and sustainability,
human resources and remuneration, and
nomination committees are non-executive directors
and are required to attend annual general
meetings to answer questions.
The established board committees in operation
during the financial year are set out alongside and
the names of the members who were in office
during the financial year, as well as details of the
committee meetings attended by each of the
members, are shown in the table on page 109.
Read more on page 109
Audit committee
The audit committee seeks to support the board
in assessing the integrity of the group’s financial
reporting and by providing constructive challenge
and oversight of the group’s activities and of its
audit functions. It comprises a majority independent
non-executive directors and was chaired by
Don Eriksson until he retired on 1 April 2021.
Following his retirement, Steve Pacak, a non-
executive director, took over the role of chair. The
board considers Steve to be independent of mind
and judgement in his conduct as chair of
the committee.
The report of the audit committee is in the full
governance report.
Human resources and remuneration committee
The main objective of the human resources and
remuneration committee is to fulfil the board’s
responsibility for the strategic human resources
issues of the group, particularly focusing on the
appointment, remuneration and succession of the
most senior executives. The committee comprises
a minimum of three non-executive directors. It is
chaired by Craig Enenstein.
The report of the human resources and
remuneration committee is in the full governance
report.
Risk committee
The purpose of the risk committee is to assist the
board to discharge its responsibilities regarding
the governance of risk through formal processes,
including an enterprisewide risk management
process and system. The committee comprises
a minimum of three independent non-executive
directors, as well as the chief executive and
financial director. It was chaired by Don Eriksson
and, following his retirement, the committee is
chaired by Steve Pacak.
The report of the risk committee is in the full
governance report.
Naspers integrated annual report 2021
108
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The board
and committees continued
Directors
JP Bekker
B van Dijk
V Sgourdos
EM Choi
HJ du Toit1
CL Enenstein
DG Eriksson2
M Girotra
RCC Jafta3
AGZ Kemna4
FLN Letele
D Meyer
Date first appointed
to the board
Date last appointed
to the board
17 April 2015
23 August 2019
1 April 2014
29 August 2014
1 July 2014
29 August 2014
21 April 2017
21 August 2020
1 April 2016
24 August 2018
16 October 2013
24 August 2018
16 October 2013
21 August 2020
1 October 2019
21 August 2020
23 October 2003
21 August 2020
15 April 2021
15 April 2021
22 November 2013
23 August 2019
25 November 2009
23 August 2019
R Oliveira de Lima
16 October 2013
24 August 2018
SJZ Pacak5
15 January 2015
23 August 2019
TMF Phaswana6
23 October 2003
25 August 2017
MR Sorour7
JDT Stofberg
15 January 2015
21 August 2020
16 October 2013
23 August 2019
BJ van der Ross8
12 February 1999
23 August 2019
Y Xu9
MI Davidson
Total meetings held
26 June 2020
21 August 2020
Board
10*
10
10
7
10
10
10
10
10
–
9
10
10
10
–
10
9
10
7
10
Projects
committee
Audit
committee
Human resources
and remuneration
committee
Nomination
committee
Risk
committee
Social, ethics and
sustainability
committee
1*
1
1
1
1
1
1
5
5
5
4 *
–
5
5
4
5
5*
3
4
4*
5
4
5
4
4
4
3
4
4
4*
–
4
3
3
3
3
3
3*
3
3
3
3
Category
Non-executive
Executive
Executive
Independent non-executive
Independent non-executive
Independent non-executive
Independent non-executive
Independent non-executive
Independent non-executive
Independent non-executive
Non-executive
Independent non-executive
Independent non-executive
Non-executive
Independent non-executive
Non-executive
Non-executive
Independent non-executive
Independent non-executive
Executive
1 Appointed as lead independent director on 1 April 2020.
2 Retired as a director with effect from 1 April 2021.
3 Appointed as a projects committee member on 1 April 2020.
4 Appointed to the audit committee with effect from 15 April 2021.
5 Appointed to the audit committee with effect from 21 August 2020.
6 Retired as a director with effect from 1 April 2020.
7 Appointed as a projects committee member on 24 April 2020.
8 Resigned from the audit and risk committees and appointed as a member of the social, ethics and sustainability committee on 24 April 2020.
9 Appointed to the board with effect from 26 June 2020.
Naspers integrated annual report 2021
109
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Discharge of responsibilities
The board is satisfied that the committees properly
discharged their responsibilities over the past year.
Furthermore, the board complies, to the best of
its knowledge, with the Companies Act and its
memorandum of incorporation and monitors such
compliance on an ongoing basis.
The full governance report can be found on
www.naspers.com/investors/annual-reports.
The board
and committees continued
Evaluation
The nominations committee carries out the
evaluation process, which is not externally
facilitated, on an annual basis.
As part of the review, the performance of the
board and its committees, as well as the
performance of the chair of the board, are
considered against their respective mandates in
terms of the board charter and the charters of its
committees. The committees perform self-
evaluations against their charters for consideration
by the nominations committee and the board.
For the FY21 annual formal inhouse self-
assessment, the performance of each director was
evaluated by the other board members, using an
evaluation questionnaire. The chair of the board
discussed the results with each director and
agreed on any training needs or areas requiring
attention by that director. Where a director’s
performance is not considered satisfactory, the
board will not recommend his/her re-election.
A consolidated summary of the evaluation was
reported to and discussed by the board, including
any actions required. The lead independent
director leads the discussion on the performance
of the chair, with reference to the results of the
evaluation questionnaire, and provides feedback
to the chair.
The board is satisfied that the evaluation process
improves its performance and effectiveness.
Furthermore, the independence of each director
was evaluated. The board determined that
although some directors had served as members
for nine years or longer, they all demonstrated they
were independent in character and judgement and
there were no relationships or circumstances that
were likely to affect or could appear to affect their
independence.
The formal annual evaluation process showed that
the board and its committees had functioned well
and discharged their duties as per the mandates
in their charters. The board is satisfied that the
evaluation process is improving its performance
and effectiveness. The results of the board
Board evaluation process
Performance
in general:
Considered as part of
the review of the
composition of the
board and its
committees
Committees perform
self-evaluations
against their charters
for consideration
by the board
evaluation indicated that board members,
collectively and individually, effectively discharged
their governance role. There were no remedial
actions identified.
Induction and development
An induction programme is held for new members
of the board and key committees, tailored to the
needs of individual appointees. This involves
industry and company-specific orientation, such as
meetings with senior management to facilitate an
understanding of operations. Board members are
exposed to the main markets in which the group
operates as well as relevant evolving trends in
technology and business models.
The company secretary assists the chair with the
induction and orientation of directors, and arranges
specific training if required.
The company will continue with directors’
development and training to build on expertise and
develop an understanding of the businesses and
main markets in which the group operates.
Conflicts of interest
Potential conflicts are appropriately managed to
ensure candidate and existing directors have no
conflicting interests between their obligations to the
company and their personal interests. All directors
are required to declare personal interests on an
annual basis. Declaration of directors’ interests is
a standing agenda point on the board’s agenda.
Directors who believe there may be a conflict of
interest on a matter are to advise the company
secretary and are recused from the decision-
making process, and the Companies Act process is
applied accordingly. Directors must also adhere to
a policy on trading in securities of the company.
Performance of
each director:
Performance of each
director is evaluated
by the other board
members, using
an evaluation
questionnaire
Chair discusses the
results with each
director
Consolidated
summary of the
evaluation is reported
to and discussed by
the board, including
any actions required
Naspers integrated annual report 2021
110
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Culture, ethics
and compliance
Culture
The board recognises that creating value for both
shareholders and society in a responsible, efficient
and sustainable way requires a healthy business
culture. Although we operate a wide range of
businesses, we are united behind a common
purpose to address big societal needs and help
improve the lives of half the world’s population over
the next few years.
We believe our culture is a key strength of our
business and we see the benefits of this in our
employees’ engagement, retention and
productivity. Our corporate values are approved
by the board and our subsidiaries adopt values
aligned to our expectations, tailored for their
business environment.
Our values as an organisation are reflected in our
culture. These values, at the core of our strategy,
and the code of business ethics and conduct (the
Code) are the guiding principles for all of our
actions as an organisation.
Our culture reflects
At heart, we are entrepreneurs.
• We push for performance in everything we do –
it’s good for the group, our stakeholders and
our careers.
• We do the right thing.
• We matter to the communities we serve and,
wherever we operate, we hold ourselves to
high standards.
• We encourage diversity in our teams and
our thinking.
Read more about our culture on page 29 and also
in our People section on page 81.
Reinforcing a healthy corporate culture
Measuring our culture through
employee engagement
• Through the employee
engagement survey
Risk management
• Assisted by the risk committee
• Risk appetite reviewed annually
by the board
How the
board monitors
culture
Remuneration and culture
• Assisted by the human
resources and remuneration
committee
• Approach to pay-equality
• D&I
Ethics and compliance
• Assisted by the risk and social,
ethics and sustainability
committees
• Code of business ethics and
conduct
• Via designated ethics officers
• Through the whistleblowing
policy and via OpenLine
• Through the legal compliance
framework
Ethics and compliance
The Code is available on www.Naspers.com/
about/policies. This Code applies to all directors
and employees in the group. Ensuring that group
companies adopt appropriate processes and
establish supporting policies and procedures is an
ongoing process.
We focus on policies and procedures that address
key ethical risks, such as conflicts of interest,
accepting inappropriate gifts and unacceptable
business conduct.
The social, ethics and sustainability committee is
responsible for overseeing and reporting on
business ethics in the group, taking into account
specific disclosures and best practice as
recommended by King IV.
Businesses in our group apply zero tolerance to
violations of the Code. Appropriate action is taken,
including disciplinary, criminal or civil procedures
or improving the control environment. Reports are
provided to the social, ethics and sustainability
committee to demonstrate this. Unethical behaviour
by senior employees is also reported to the human
resources and remuneration committee, along
with the way the company’s disciplinary code
was applied.
We are committed to conducting our business on
the basis of complying with the law, with integrity
and with proper regard for ethical business
practices. We expect all directors and employees
to comply with these principles and, in particular,
to avoid conflicts of interest and not to engage in
insider trading, illegal anti-competitive activities,
and bribery and corruption.
ETHICS AND COMPLIANCE KPIs:
3
legal compliance
officers appointed
100%
of subsidiaries with localised
anti-bribery and anti-corruption
policies implemented
Our approach
The board sets the ‘tone at the top’, guiding
business values and the culture of ethics and
compliance. The board endorses the Code which
sets out what we as a group expect from all
employees and stakeholders. Management is
responsible for creating a culture aimed at
long-term value creation for the group and ensuring
ethical business standards are integrated into the
group’s strategies and operations.
Non-compliance with laws and regulations,
including anti-bribery and anti-corruption and other
similar laws, could expose the group to legal
liability and negatively impact the group’s
reputation, business, financial condition, as well
as the communities in which we operate. We are
committed to conducting business in compliance
with the law, with integrity and with regard for
ethical business practices, as described in the
Code and group policies (including the anti-bribery
and anti-corruption policy). From a governance
perspective, it is expected that we execute
demonstrable and effective compliance
management.
In order to execute effective and demonstrable
compliance management, we developed and
communicated a compliance framework that sets out
minimum standards required throughout the group.
Based on this framework, subsidiaries are expected
to implement a programme which is ‘fit for purpose’
and focused on the risks that relate to their business.
To ensure implementation of these compliance
programmes, three legal compliance officers have
been appointed across the Naspers group.
Naspers integrated annual report 2021
111
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Culture, ethics
and compliance continued
If the group conducts business in countries that may
present increased corruption risks and where the
group’s businesses interact with government
entities/officials, we expect that subsidiaries should,
at a minimum, have processes in place to cover the
following risk areas, as part of their anti-bribery
and anti-corruption compliance programmes:
• gifts, hospitality, travel and entertainment
• conflicts of interest
• charities/charitable donations, political
contributions and sponsoring of activities
• contact with government officials
• third-party vetting and due diligence, and
• accurate books and record keeping.
100% of the subsidiaries have reported
implementing a localised anti-bribery and
anti-corruption policy.
During the year
In 2020, responsibility for the topic of ethics was
transferred to the newly named ethics and
compliance function for further enhancement and
embedding. To ensure the continued progress in
managing ethics and compliance risks:
• We benchmarked various ethics initiatives with
input from international guidelines, industry best
practices and external advice in order to
incorporate ethics into the existing compliance
framework (resulting in a combined ethics and
compliance framework).
• We developed additional standards and
guidance in order to support businesses in
furthering their local implementations of ethics
and compliance.
• We have provided ongoing communication and
training to employees globally to raise awareness
around the Code and the related group policies.
• We improved group compliance monitoring and
reporting through data and technology.
Through these monitoring activities and numerous
touchpoints with subsidiaries, we have noted that
businesses have continued to make good progress
in implementing and adapting the ethics and
compliance framework locally.
In this financial year, group ethics and compliance
was notified about five potential ethics and
compliance-related incidents or investigations
(these allegations related to incidents in scope of
the compliance framework):
• two of these incidents were substantiated and
remediated in the appropriate subsidiary
• one incident was not substantiated, and
• two allegations are still under investigation.
Encouraging whistleblowing through OpenLine
The group whistleblower platform is an important
component of the group’s ethics and compliance
initiatives. Under the global whistleblower policy,
employees are encouraged to report suspected
unethical behaviour and matters contrary to the
Code. Employees enjoy protection when they
report such matters in good faith. The
whistleblower facility (OpenLine) is a safe platform
for employees to report suspected misconduct in
the workplace, with the option to have their identity
protected or to remain completely anonymous. All
stakeholders can report suspected unethical
behaviour and wrongdoing anonymously or
confidentially.
The Naspers board, risk committee and social,
ethics and sustainability committee exercise
oversight of ethics and compliance and the
management of these risks across the group.
In the future
We continue to develop our ethics and compliance
strategy to align with observations from monitoring
activities, emerging risks, regulatory changes and
best practices. Going forward, group ethics and
compliance will continue to raise ethics and
compliance awareness across the group. A key
area of focus for the upcoming financial year will
be strengthening our speak-up programme, as part
of the ethics and compliance framework.
Assurance on the effectiveness of compliance
management is received through a combined
assurance model.
There were no material or repeated regulatory
penalties, including General Data Protection
Regulation (GDPR), sanctions or fines for
contraventions of, or non-compliance with, statutory
obligations. There were no inspections by
environmental regulators that resulted in findings of
non-compliance.
The line operates globally, around the clock,
with live answering. In addition, the facility offers
the opportunity to report matters through a
dedicated website, telephony services, email
or postal service.
COUNT OF REPORTS BY FINANCIAL YEAR
2021
INVESTIGATION OUTCOME
2021
95
86
28
67
Total reported cases
Closed reports
Substantiated
Unsubstantiated
The OpenLine facility is independently managed by
Navex Global (a global ethics and fraud hotline
service provider).
The risk and audit function oversees the effective
operation of OpenLine and, with compliance and
human resources functions, ensures employees are
sufficiently aware of its existence. The risk and audit
function also monitors that reports are dealt with
and independently investigated in line with the
whistleblower policy. Where appropriate, risk and
audit and/or external forensic consultants
investigate reported matters.
Significant allegations and validated cases of
wrongdoing are reported to the audit and risk
committees. The social, ethics and sustainability
committee also receives regular reports on
whistleblower activity and ethics performance
around the group.
This year there were 95 reports, compared to
35 the year before.
79 reports were reviewed, triaged and
investigated, where warranted. Once the
investigation process is concluded, reports are
closed and feedback is provided to reporters.
17 reports are in progress, with relevant
management and investigation teams, with
oversight by the group risk and audit function. 72%
of these reports are human resources-related.
These reports are investigated by our in-country
human resources specialist, with oversight by the
group human resources function. 22% are related to
internal controls and were investigated and
monitored by our internal audit function.
Naspers integrated annual report 2021
112
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Culture, ethics
and compliance continued
We have also received several reports from
customers which indicate OpenLine is available
to broader stakeholders across the globe.
To support the board to fulfil its governance role,
the Naspers risk committee receives reports on
legal compliance – refer to the risk committee
report in the full governance report.
Information and technology governance
Information and technology (I&T) governance is
integrated into the operations of the Naspers
businesses. Management of each subsidiary or
business unit is responsible for ensuring effective
processes on I&T governance are in place.
The risk committee assists the board in overseeing
I&T-related matters. I&T governance is a standing
point on its agenda and I&T objectives have been
included in its charter. The committee considers the
risk register, as well as reports on I&T from risk and
audit, and our legal compliance function.
The group’s subsidiaries are required to act in line
with the company’s good governance guidelines,
which detail I&T governance-related matters.
Subsidiaries of each major entity are required to
submit an annual formal written report on the
extent to which they have implemented the
principles, and chief executives and chief financial
officers sign off on this.
Any notable exceptions are summarised and
reported to the risk committee.
We continuously look at how we can better
integrate people, technologies and processes.
During our annual business-planning process, our
businesses consider their platform requirements.
The platform strategy starts from the business
strategy and is translated into technical and
process requirements.
Business continuity is included in the group’s risk
register, which is reviewed and discussed by the
risk committee twice a year and annually by the
board. Business resilience is the key objective of
our cybersecurity policy. The capability of
businesses to respond to disruption is in-scope for
risk and audit, bearing in mind the perspective of
our customers and end users.
Operational boundaries to dealing with I&T are
subject to the group’s code of business ethics and
conduct, and legal compliance policy. Our risk
management practices ensure that relevant risks
OpenLine process flow
Hotline
Email
Navex’s
anonymous
whistleblower
reports
Risk and internal
audit system
oversight
Collect via
Manage
Web
Postal
service
Risk and internal
audit independent
monitoring and
appropriate escalation
of incident
Investigating
audit and/or
external forensic
consultants
on the ethical and responsible use of I&T are
identified and assessed. The social, ethics and
sustainability committee oversees this area.
We run a privacy programme to ensure that
personal data is stored and processed ethically
and in compliance with applicable privacy laws,
such as the GDPR in Europe. Risk and audit
provides assurance to management, the audit
committee and the board on the effectiveness of
I&T governance. The detail of controls to manage
identified risks and reduce vulnerability forms the
basis of risk and audit’s assurance plans.
To support the board in fulfilling its governance
role, the risk committee receives reports on I&T
management – refer to the risk committee report in
the full governance report.
In the future
Planned focus areas for I&T governance include
developing and deploying data-driven
technologies (such as ML), accounting for
cybersecurity and data privacy by design.
For data acquisition and data processing
undertaken in the context of our central ML team’s
services to group companies, we have established
internal guidelines and contractual measures to
ensure compliance with applicable laws and
integrating best practice. Ethical use of ML and AI
is a rapidly developing field. We intend to enhance
our guidelines in this area over time, based on our
learnings and as best practice develops.
Naspers integrated annual report 2021
113
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Among other aspects, risk and audit is responsible
for providing a statement annually on the
effectiveness of the group’s governance, risk
management and control processes to the board
of directors and, to the audit committee specifically,
of the results of its review of financial controls. In its
periodic reports to the audit committee, risk and
audit represents that the function continues to meet
the commonly accepted standards for professional
practice as defined in the IPPF standards and that
it has remained independent from management.
Non-audit services
The group’s policy on non-audit services provides
guidelines on dealing with audit, audit-related, tax
and other non-audit services that may be provided
by the independent auditor to group entities. It also
sets out services that may not be performed by the
independent auditor.
The audit committee preapproves audit and
non-audit services to ensure these do not impair
the auditor’s independence and comply with
legislation. Under our guiding principles, the
auditor’s independence will be deemed impaired if
the auditor provides a service where they:
• function in the role of management of the
company, or
• audit their own work, or
• serve in an advocacy role for the company.
Culture, ethics
and compliance continued
Cybersecurity and data privacy
The Cybersecurity and technology resilience
section on page 77 articulates our commitment to
ensuring strong cybersecurity. Refer to the Data
privacy and protection section on page 75 for our
commitment, approach and progress made.
Read more on pages 75 and 77
Internal control systems
Our system of internal controls in all material
subsidiaries and joint ventures under Naspers‘s
control aims to prevent or detect risks materialising
and to mitigate any adverse consequences. The
system provides reasonable assurance on
achieving company objectives. This includes the
integrity and reliability of the financial statements;
safeguarding and maintaining accountability of its
assets; and to detect fraud, potential liability, loss
and material misstatements while complying with
regulations. The directors representing Naspers on
boards of entities where the company does not
have a controlling interest, seek assurance that
significant risks are managed and systems of
internal control are effective.
Management, with assistance from risk and audit,
regularly reviews risks and the design and
operating effectiveness of internal controls seeking
opportunities for improvement. The external auditor
considers elements of the internal controls system
and communicates deficiencies when identified.
The board reviewed the effectiveness of controls
on key risks for the year ended 31 March 2021. This
assurance was obtained principally through a
process of management self-assessment, including
formal confirmation via representation letters by
executive management. Consideration was also
given to other input, including reports from risk and
audit, compliance and the risk management
process. Where necessary, programmes for
corrective actions have been initiated and progress
is being monitored.
While we work towards continuous improvement of
our processes and procedures regarding internal
controls, systems and financial reporting, no major
failings have occurred to the knowledge of the
directors during the review period.
Risk and audit
A risk and audit function is in place for the group
that aims to provide world-class support, including
assurance, insights, solutions and ideas to help
management protect and enhance value. The
head of risk and audit reports to the chair of the
audit committee, with administrative reporting to
the financial director.
Our core competency lies in our risk-based IT and
business process assurance work, the foundation of
our department. We provide management with
assurance on their risk management efforts, while
realising where they are in terms of growth and
maturity. In addition to the traditional assurance
work, we provide risk support through an evolving
portfolio of innovative consulting services and we
are steadily moving beyond projects into ad hoc
and continuous support for businesses. This
includes the development of risk communities, in
which risk specialists from all our businesses and
associates can share ideas and lessons learned.
In FY21, we continued to rapidly grow our inhouse
teams based in Dubai, Amsterdam, Cape Town
and Hong Kong. With the energetic and highly
motivated talent on board, we can serve our global
companies with quicker and more relevant results.
Intermittently (at least once every five years), the
group’s risk and audit submits itself to an external
quality review by a qualified independent assessor
to assess its conformance with the International
Professional Practice Framework (IPPF) of the
Institute of Internal Auditors. Such a review was
concluded most recently in March 2021, resulting in
the assessment rating ‘Generally Conforms’ to the
commonly accepted standards for professional
practice as defined in the IPPF. This is the highest
rating achievable for such an assessment.
Naspers integrated annual report 2021
114
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Relations with shareholders
and investors
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. We
recognise that this performance is based on the
group’s 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 full-year results.
A broad range of public communication channels
(including stock exchange news services, corporate
website, press agencies, news wires and news
distribution service providers) are used to
disseminate news releases. These channels are
supplemented by direct communication via email,
conference calls, group presentations and
one-on-one meetings. Our policy is not to provide
forward-looking information. Naspers also complies
with legislation and stock exchange rules on
forward-looking statements.
Closed periods
Naspers would typically be in a closed period on
the day after the end of a reporting period
(30 September or 31 March) until releasing results.
General investor interaction during this time is
limited to discussions on strategy and/or historical,
publicly available information.
Analyst reports
To enhance the quantity and quality of research,
Naspers maintains working relationships with
stockbrokers, investment banks and credit-rating
agencies – irrespective of their views or
recommendations on the group.
Naspers may review an analyst’s report or
earnings model for factual accuracy of information
in the public domain but, in line with regulations
and group policy, we do not provide guidance
or forecasts.
Annual general meeting
Naspers held its 106th annual general meeting in
August 2020. Shareholders were encouraged to
attend the annual general meeting and to ask
questions at or in advance of the meeting.
In 2021, Naspers shall hold an annual general
meeting. The external auditor is welcomed to the
annual general meeting and is entitled to address
the meeting. As questions asked at the Naspers
annual general meeting tend to focus on business-
related matters, governance and the remit of our
board committees, the chief executive and the chief
financial officer and the chairs of our board
committees shall attend the Naspers annual
general meeting.
The annual general meeting for Naspers will
be held, in accordance with the notice of the
annual general meeting contained in the
integrated annual report.
The board encourages shareholders to attend
the annual general meeting, notice of which
appears in this integrated annual report, where
shareholders have the opportunity to put questions
to the board, management and chairs of the
various committees.
Required majorities
Resolutions are usually adopted at Naspers
general meetings by an absolute majority of
votes cast, unless there are other requirements
under the applicable laws or Naspers’s
memorandum of incorporation.
The company’s website provides the latest and
historical financial and other information, including
financial reports.
Right to hold and transfer shares
Naspers‘s constitutional documents place no
limitations on the right to hold or transfer Naspers
and/or Prosus ordinary listed shares. There are no
limitations on the right to hold or exercise voting
rights on the ordinary listed shares of Naspers
imposed by South African law.
More information on the Naspers control structure
can be found on page 186.
The full governance report can be found on
www.naspers.com/investors/annual-reports.
Naspers integrated annual report 2021
115
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Remuneration report
Craig Enenstein
Chair: Human resources
and remuneration committee
‘ We aim to attract,
motivate and retain
the best people to
create sustainable
shareholder value.’
Members of the committee
• CL Enenstein (chair)
• JP Bekker
• EM Choi
• R Oliveira de Lima
Dear Shareholder
On behalf of the board, I am pleased to present
our remuneration report, covering the 2021
financial year (FY21).
Covid-19
The global pandemic, which started at the
beginning of FY21, has had a marked impact on
the daily lives of global citizens and the economy
at large. From the outset, our aim has been to
preserve the health and wellbeing of our people.
We have sought to manage the situation as well as
we possibly could and at the same time, act
responsibly for our shareholders. We took this
responsibility into account when making executive
remuneration decisions last year and for the
coming year. Our company did not take any
government aid and we did not furlough our
people, regardless of the level of productive
work available at the start of the financial year.
The executives and senior management did not
receive a pay increase for FY21, however, given
company performance, we were able to provide a
mid-year pay review to our employees. The
committee introduced a Covid-19 malus clause,
allowing for discretionary downward adjustment of
any FY21 STI payout if so deemed appropriate. LTI
awards for executives and eligible employees were
deferred by three months to September 2020, when
clear performance was evidenced. Finally, the board
did not apply the increase on non-executive directors’
fees that was already approved by shareholders at
the 2020 annual general meeting (AGM).
We entered the pandemic with financial strength
and good momentum, and, competing in a sector
that performed exceptionally well, we have
exceeded our business plan and delivered
financial performance ahead of the budget as
originally set pre-Covid-19. This performance is
reflected in our remuneration decisions. Our
businesses recovered well from the initial impact of
Covid-19 and are now fundamentally stronger than
they were, going into the pandemic. The pandemic
has accelerated activity in the consumer internet
space, benefiting our businesses. We have seen
particularly strong growth in Food Delivery, Etail,
Edtech and online payments and, throughout the
period, we continued to invest for long-term growth.
We refer to the People section on page 81 in the
annual report, for further detail on our Covid-19-
related community support and wider CSR initiatives.
Business performance1
The group delivered strong results for the year
ended 31 March 2021. Group revenue, measured
on an economic-interest basis, grew 34% (32%) to
US$29.6bn, a meaningful acceleration of 17pp
(9pp) on the same period last year. This was driven
by ecommerce revenues which grew 46% (54%)
year on year. Tencent contributed with healthy
revenue growth of 32% (28%). Group trading profit
grew 49% (45%) to US$5.6bn. Tencent’s contribution
to the group’s trading profit improved 33% (29%).
Core headline earnings were US$3.5bn – up 21%
(15%), driven by improved profitability from our
ecommerce units and the growing contribution from
Tencent. Consolidated free cash outflow was
US$4m, a significant improvement on the prior
Key focus areas during the year
• Taking Covid-19 impact into account when
making remuneration decisions, by
withholding FY21 pay increases for CEO and
direct reports, adding Covid-19 malus clause
to senior management’s STI and delaying
LTI awards.
• Reflecting the business performance ahead
of originally set pre-Covid-19 goals in the
FY21 STI and FY22 remuneration decisions.
• Ensuring correct pay-for-performance mix is
applied.
• Setting STI targets, including ESG goals, that
are measurable, sufficiently stretched and
linked to the group’s strategy.
• Increasing weighting of PSUs in the LTI mix
for executive directors, ensuring an even
closer alignment between executive
remuneration and shareholder outcomes.
• Improving disclosure of executive
remuneration in the integrated annual
report, in a bid for greater transparency.
• Continued engagement with shareholders
on remuneration topics.
• Ongoing monitoring of market
developments to ensure our remuneration
structure allows us to compete globally for
talent, and that our offering is compelling,
fair and responsible.
• Considering external advice on non-
executive directors’ fees.
year’s free cash outflow of US383m. This was
driven by growth in our ecommerce unit’s
profitability, dividends received from Tencent of
US$458m (2020: US$377m) and improved working
capital management.
In recent years, we have progressively grown our
portfolio of companies focused on education as
part of our Ventures arm. On 1 April 2021, we split
these out of Ventures into a formal Edtech segment,
reporting separately.
1 Numbers in brackets represent growth in local currency, excl M&A.
Naspers integrated annual report 2021
116
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Remuneration report continued
Pay for performance
Paying for performance lies at the heart of the
group’s remuneration philosophy and is the primary
driver for any review of remuneration, to be set at a
level that allows the company to attract and retain
the best executive talent.
The remuneration philosophy underpins the group’s
strategy and enables us to achieve our business
objectives. Inherent to this philosophy is the desire
to pay for performance, support an ownership
mentality and entrepreneurial spirit in our teams
around the world, and to align management
compensation outcomes with the creation of
shareholder value over time.
In our remuneration decisions, the committee takes
into account business performance, the individual
performance of the executive, the alignment with
our shareholders’ interests and the recognition of
the executives’ efforts towards maximising
shareholder value over the longer term.
Our people – battle for global digital talent
Naspers operates in a fast-growing and ever-
evolving industry and we must ensure that we are
attracting and retaining the best digital talent in the
world, which is in scarce supply. We are a global
rather than a South African company, operating in
a highly competitive international environment. Our
main competitors for talent are not listed in
Johannesburg or included in the Johannesburg
Stock Exchange (JSE) index. Our remuneration
practices are aligned within a global technology
landscape and may differ from what is customary
in a South African context. Executive talent comes
from other international, often United States
(US)-listed companies in the consumer internet
sector, which forms the basis of our executive
remuneration benchmarking. A significant increase
in investment activity in technology businesses is
creating a high demand for digital talent in general
and executive leaders in technology specifically.
Competitive pay is an important part of our efforts
to attract and retain global digital talent but it is not
the only consideration. We believe our people join
us and stay because of the opportunity to do
meaningful work where they have the opportunity
to make a difference, to learn and grow.
We operate in well over 100 countries, focus on
high-growth markets and invest in local,
empowered teams with an ownership mentality.
Our business moves fast as technology trends and
consumer adoption change, and we run businesses
that have broad potential, can address big societal
needs and can attain market leadership over time.
Our people are at the heart of our success. The
driven entrepreneurs with whom we partner, the
digital leaders who drive us forward, the skills that
our people bring to the group in highly specialised
areas (eg technology, product design, machine
learning, digital marketing and many other
disciplines) all allow us to compete effectively. We
operate in a highly competitive global market for
this type of talent, and we compete against other
world-class companies for the best talent.
Fair pay
Equality and consistency are embedded in our pay
practices across the group as we continue to build
our diverse and inclusive workplaces. We operate in
high-growth economies where socio-economic
disparity can be large and societal fairness is very
important to us. We ensure that our pay practices
around the world are fair, competitive and above
minimum-wage standards. For further insights into our
people practices, please refer to the People section
on pages 81 to 87 of our integrated annual report.
Long-term focus
In our continued commitment to maximising
shareholder value by incentivising the value
creation at the core of our businesses, longer-term
incentive awards (LTIs) were made to our
executives. Performance share units (PSUs) continue
to represent a significant proportion of the LTI
granted to executive directors and in the coming
year 60% of the LTI grant will be made in PSUs.
PSUs will cliff-vest after three years and only if the
key performance metric is met. The PSU threshold
level of achievement is deliberately set at the 25th
percentile as it is positioned with a very stretched
total shareholder return (TSR) target against a
highly competitive set of comparator companies.
Detail of our LTI programmes can be found on
pages 122 and 123 of this remuneration report.
More than 92% of the executive directors’ LTI is
linked to long-term value creation in our core
consumer internet businesses, excluding Tencent.
PSUs and share appreciation rights (SARs) only
reward for the increase of that underlying business
value, which contributes to reducing the discount to
net asset value (NAV), see note 2 in the annual
financial statements. On page 124 of this report we
provide further detail of our SARs valuations process
and the performance of our ecommerce portfolio.
Voluntary share exchange offer
After the close of FY21, on Wednesday, 12 May
2021, Prosus announced its intention to implement
a voluntary share exchange offer to Naspers
shareholders. The transaction is expected to deliver
immediate and longer-term value creation for both
Naspers and Prosus shareholders, and right-size
Naspers and Prosus on their respective exchanges.
Full details of the proposed transaction are
available at www.share-exchange-offer.com.
It should be noted that our executive directors
continue to be compensated based on Naspers
performance and that the majority of unvested
PSUs and SOs sits in Naspers shares. Over time,
we aim to gradually re-balance PSU and SO
awards between Naspers and Prosus shares,
aligned with the free float ownership in Naspers
and Prosus. The voluntary share exchange offer to
Naspers shareholders, which is subject to approval,
is expected to double the Prosus free float’s
economic interest in the group’s underlying assets.
In this context, shifting the balance of LTI to Prosus
is well aligned to shareholder interests.
Our stakeholder engagement
The committee takes into consideration the feedback
that we receive via our employee engagement
surveys. We engage openly and frequently and
take extensive input from our investors and
advisers, to demonstrate clearly the link between
Naspers’s strategy, business performance and our
remuneration philosophy. This year alone we have
engaged in 25 investor meetings dedicated to
remuneration. We strive for a higher level of N
Structure of report
In compliance with the King IV Report on
Corporate Governance™2 in South Africa 2016
(King IV), this report is split into the following
sections:
1. Background and policy:
Provides a detailed overview of our approach
to remuneration and information on the
components of our executive pay packages.
Read more on page 118
2. Implementation of the remuneration
policy:
Sets out information on how we
implemented our policy for FY21.
Read more on page 126
We close with an Additional information
section on page 142.
It is noted that all remuneration is presented
on a full-year basis and at 100%, including the
cost that is apportioned to Prosus.
shareholder support for the remuneration
resolutions and in that spirit, we will continue to
make appropriate changes to our remuneration
design and disclosures. We will continue to
engage with our shareholders on a frequent basis.
Please refer to page 125 for further details of
changes we have made in response to
shareholder feedback.
I thank you for your feedback and support and look
forward to our future interactions.
Craig Enenstein
Chair: Human resources and remuneration committee
19 June 2021
• When referring to financial results, adjustments have been made for the
effects of foreign currencies and acquisitions and disposals to reflect
underlying trends. These adjustments (pro forma financial information) are
quoted in brackets after the equivalent metrics reported under International
Financial Reporting Standards (IFRS).
Naspers integrated annual report 2021
117
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Background and policy
Our philosophy
Our remuneration philosophy underpins our group’s strategy and enables us to achieve our business objectives. Our commitment to pay for performance and alignment with shareholder value creation drives all our
remuneration activities and supports the ownership mentality and spirit of entrepreneurship in our teams around the world. We believe in a level playing field for our people. We strive to pay fairly and responsibly
and as much as possible, the structure of our pay is consistent, regardless of the seniority of the employee, ensuring equality of pay across all employees. In the committee’s view, the remuneration policy achieved
its stated objectives in the year under review.
Five key principles to guide our remuneration approach
We believe in pay for performance: we are comfortable with
bigger rewards for those that make the highest contribution
Fair
• Equitable: Free from discrimination
• Relevant: Linked to personal and company performance
• Rational: Easy to explain
Remuneration must be aligned with shareholder outcomes
Remuneration must incentivise the achievement of strategic,
operational, sustainability and financial objectives, in both the
short and longer term
We are consistent: our reward package elements are broadly
the same, regardless of seniority*
Responsible
• Independent: With oversight, top-down via board
• Managed: All employee pay decisions are properly overseen
• Considered: Judgement is applied; we shy away from formulaic appraisals that could lead to unacceptable
outcomes
• Sustainable: Remuneration designed with sustainability in mind
We strive to deliver fair and consistent remuneration across all our business operations and this includes
permanent and temporary employees, contractors, consultants and trainees.
We run regular pay-equality analyses and perform calibrations across the group as a standard process before
(annual) reward decisions are taken.
Our reward systems must help us attract and retain the
best talent around the world in a fair and responsible way
* Some employees do not receive LTIs.
Naspers integrated annual report 2021
118
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Background and policy continued
Our competitive environment for talent
A global market for talent
We are a global rather than a South African company, operating in a highly competitive international environment. Our competitors are not listed in Johannesburg or included in the JSE index. Our
remuneration practices are aligned within a global technology landscape and may differ from what is customary in a South African context. Executive talent comes from other international, often
leading US-listed companies in the consumer internet sector, which forms the basis of our executive remuneration benchmarking.
Making executive pay decisions
OBJECTIVE
INPUTS
PAY FOR
PERFORMANCE
Achieve the business plan
Individual
performance
as per STI
Business
performance
When making executive pay decisions, we consider the
individual’s performance and the performance of the business.
I
G
N
K
R
A
M
H
C
N
E
B
–
N
O
I
T
A
U
T
I
S
T
E
K
R
A
M
ATTRACT AND
RETAIN TALENT
Fair and responsible
SHAREHOLDER
ALIGNMENT
Pay for performance
WTW data
high-tech sector and
general industry
Radford data
high-tech sector
We partner with local data providers in the countries in which we operate and with
WTW and Radford, two global providers of benchmarking information. We access
WTW surveys for general industry and high-tech (including media and technology)
for Western Europe and high-growth markets. Radford survey coverage is specifically
strong in the US.
Peer group
Scenario analysis
Where appropriate and available, we look at publicly disclosed data that are more
or less comparable in the ecommerce, consumer internet, food delivery and social
media sector. The peer companies for remuneration benchmarking include:
Amazon, Alphabet, Facebook, PayPal Holdings, Netflix, Uber, Booking Holdings,
Snap, Adyen, Twitter, Doordash, eBay, Wayfair Inc, Zillow Group, Zalando SE,
Expedia Group Inc, Ocado Group, IAC/InterActiveCorp, Just Eat Takeaway.com,
Adevinta, Auto Trader Group, and Qurate Retail.
The committee undertakes a thorough assessment to ensure that targets on variable
incentives are sufficiently stretched in the context of potential remuneration delivered,
and applies judgement so that the remuneration policy continues to achieve its
objectives of aligning pay with the long-term performance of Naspers and
shareholder outcomes.
OUPUTS
COMMITTEE
DELIBERATION
PAY
DECISION
Naspers integrated annual report 2021
119
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Background and policy continued
Our remuneration structure: pay for performance
Remuneration for our executive directors consists of base salary, STI, LTI, pension and other benefits. The approach is similar for the CEOs other direct reports.
Pay elements
Base
salary
• Fixed pay, reflects the contribution of the individual and market value of the role.
• Paid monthly in cash.
• Benefits typically include pension, medical insurance and life and disability insurance.
• Fixed pay may be reviewed annually; any increase is typically effective from 1 April each year.
• Note: Due to Covid-19, the CEO and his direct reports did not receive any FY21 pay increase.
STI
Annual
performance-
related
incentive
• Discretionary annual performance-related incentive.
• Performance measures tailored to executives’ roles and responsibilities.
• At least 50% of the bonus opportunity is based on delivery of financial performance ahead of the board-approved business plan, including and excluding Tencent.
• Strategic and operational goals include additional financial performance metrics for the underlying businesses.
• Target and maximum bonus opportunity are the same (no payout for over-performance against the target), set at 100% of base salary for both the CEO and CFO.
• The committee undertakes a thorough assessment to ensure that targets are rigorous and sufficiently stretched. STI payout is typically below the maximum opportunity.
• Any STI payout is made in cash.
• The committee may apply judgement with discretion to make appropriate adjustments to the annual bonus.
LTI
– PSUs
LTI
– SARS
LTI
SOs
• PSUs are designed to incentivise the increase in the value of internet businesses (excluding Tencent and Mail.ru) and deliver superior returns to shareholders.
• Three-year cliff-vesting, subject to the achievement of the performance condition.
• Performance condition (for FY20, FY21, FY22 grants): three-year compound annual growth rate (CAGR) of the Global Ecommerce SAR scheme, relative to a group of industry peers.
• Vested PSUs are settled in shares.
• Further details are available on page 122.
• SARs incentivise the growth in value of the business units or an aggregation of underlying assets. See page 124 for details on the valuations process and the valuation performance of the
ecommerce portfolio linked to the SARs plan.
• Any value upside delivered by individual businesses is offset by any value downside delivered by other businesses, thus ensuring that senior executives’ remuneration is negatively affected
should individual businesses not perform.
• The change in value is measured over a four-year period to ensure focus on the longer-term delivery of shareholder value.
• Any gains are settled in cash.
• Share options (SOs): Any gains are based on the growth in share price over a four-year period.
• Implicit performance hurdle, value is only delivered to participants if there is an increase in the share price.
• Any gains are settled in shares.
Malus and clawback provisions apply to STI and LTI.
Our pay design links to our pay principles
Pay for
performance
Shareholder
alignment
Incentivisation Consistency
Attract and
retain talent
Naspers integrated annual report 2021
120
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Background and policy continued
Executive directors’ remuneration FY21
The table below shows a single figure of remuneration and implementation of the remuneration policy in FY21 for the executive directors. Further details are outlined in the Implementation section of this report on
pages 126 to 141.
US$’000
Executive director
Fixed remuneration1
Bob van Dijk, CEO
Basil Sgourdos, CFO
1 448
1 143
EUR’000
Executive director
Fixed remuneration1
Bob van Dijk, CEO
Basil Sgourdos, CFO
1 235
975
Variable remuneration
LTI 3,4
PSUs
8 100
4 800
Variable remuneration
LTI 3,4
PSUs
6 901
4 089
SARs
4 535
2 687
SARs
3 863
2 289
STI 2
1 424
1 143
STI 2
1 214
975
SOs
1 012
600
SOs
862
511
Pension
Other benefits 5
Total remuneration 6
Proportion of fixed and
variable remuneration
95
90
47
19
16 661
10 482
9%/91%
11%/89%
Pension
Other benefits 5
Total remuneration 6
Proportion of fixed and
variable remuneration
81
77
40
16
14 196
8 932
9%/91%
11%/89%
1 The CEO and his direct reports did not receive pay increases in FY21.
2 Actual payout over FY21 performance; achievement of STI goals is shown on pages 129 and 130 of this remuneration report.
3 Represents the grant date fair value of awards made during FY21, assuming on-target vesting for PSUs. The actual value accruing to the executive will depend on the real value created over the time of the award. The figure disclosed in the 2020 remuneration report was estimated and therefore differs
slightly from the figure reported in this table.
4 The IFRS 2 expense recognised for unvested and vested but unexercised LTI awards as at 31 March 2021 is US$155.4m (EUR132.8m) for the CEO and US$18.9m (EUR16.1m) for the CFO. The total IFRS 2 expense is shown in note 18 – related party transactions and balances (executive directors remuneration)
of the financial statements. The value, effective March 31st 2021 reflects strong business performance, ahead of the budget as originally set pre-Covid-19 which resulted in a fair value uplift of the outstanding awards in the Global Ecommerce SAR plan.
5 Medical insurance, life and disability insurance.
6 Executive directors are executive directors of both Naspers and Prosus. The costs of their remuneration as executive directors of these entities are split 10/90 between Naspers and Prosus.
Naspers integrated annual report 2021
121
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Background and policy
continued
Executive director
participation in LTI plans
The committee reviews three key elements before
conducting the scenario analyses, to determine the
size of any award of PSUs, SOs or SARs:
• Strong short-term (annual) personal performance
leading to a decision to grant an LTI.
• Superior business performance over the time of
the executive’s tenure, leading to value creation
in the scheme and for the shareholder.
• Industry benchmarking of executive
compensation in consultation with external
advisers WTW and FW Cook.
LTI awards comprise a significant portion of total
compensation and are designed to incentivise the
delivery of sustainable longer-term growth and
provide alignment with our shareholders. The
entirety of our executives’ LTI is determined by the
performance of the company and growth in the
valuation of the underlying assets and, as such, is
deemed ‘at risk’. LTI is only delivered to the
executive directors providing the PSU performance
conditions are met and the share price of SARs or
SOs have increased in value, ensuring strict
alignment with our wider stakeholder interests.
Detailed scheme rules provide for the operation
and governance by trustees of each scheme.
A blend of LTI
Our executive pay is heavily weighted towards
longer-term performance, delivered in PSUs, SARs,
and SOs. Each element of the LTI programme plays
a distinct part in delivering a remuneration
approach that drives business performance for the
longer term and is fair, responsible, aligned with
shareholder outcomes and relevant to the talented
executives we need to attract and retain (as shown
in the table on this page).
In the past year we have made significant progress
in shifting LTI towards compensating executive
management on the performance of the Global
Ecommerce portfolio, excluding Tencent. In FY21,
the PSU plan and the SARs plan together made up
92.5% of the LTI allocation.
Plan characteristics
PSUs – measures the three-year CAGR
valuation of the Ecommerce portfolio against a
basket of global peers.
SARs – measures the value creation of directly
controllable factors in the Global Ecommerce
portfolio.
Performance
Settlement
PSUs
Achievement of the performance condition will be
assessed by the human resources and
remuneration committee, based on the share price
of the Global Ecommerce SAR Plan (in absolute
and relative terms), validated by the valuations
subcommittee as per the valuations process
described on page 124.
The level of achievement relative to the
performance condition at the end of the three-year
performance period drives the number of shares
that ultimately will vest:
• At threshold performance: 50% of the allocated
shares would be awarded if the performance is
at the 25th percentile of the peer group.
• At target performance: 100% of the allocated
shares would be awarded if the performance is
at the median of the peer group.
• At maximum performance: 200% of the allocated
shares would be awarded if the performance is
at the 75th percentile of the peer group.
The PSU threshold level of achievement is
deliberately set at the 25th percentile, as it is
positioned against a highly competitive set of
comparator companies, as shown on page 123.
Based on an interim assessment that the
committee conducted against a set of indices,
including the Stoxx600 and MSCI Emerging
Markets, the selected peer group greatly
outperforms the indices. It shows the target-setting
against the peer group to be sufficiently stretched.
Blend of LTI (% in the FY21 mix)
PSU (60%)
Global Ecommerce SAR (32.5%)
SOs (7.5%)
A performance share award
that is transferred to
participants after time
restrictions have passed,
subject to the performance
condition being met.
A right to benefit from any
increase in value of the
business unit over which an
award is made.
Vests over four years.
A right to buy a company share
at a pre-agreed price.
Vests over four years.
Cliff-vesting at the end of three
years.
Three-year performance
condition of the Global
Ecommerce SAR scheme
CAGR relative to a high-
performing industry peer
group1.
Any potential gains are driven
by achieving value growth in
the underlying consumer
internet assets (excluding
Tencent and Mail.ru).
Depending on the achievement
against performance condition,
between 0% and 200% of the
awarded PSUs may vest and
Naspers2 shares are delivered3
on vesting.
Embedded with an implicit
performance hurdle as there is
no value to be gained unless
there is an increase in share
value in the underlying, unlisted
consumer internet businesses
(excluding Tencent and Mail.ru)
between grant and vesting/
exercise.
Embedded with an implicit
performance hurdle as there is
no value to be gained unless
there is an increase in share
value between grant and
vesting/exercise.
Gains, if any, are settled in
cash.
Upon exercise, SOs are settled
in Naspers shares2, 3.
Focus on longer-term value
Value driven by longer-term
projections.
Valuation (by third party) driven
by longer-term projections4.
Market cap represents
longer-term value.
Alignment with
shareholder interests
Performance condition
incentivises creating value in
the underlying internet
business, closing discount to
NAV.
Incentivises value creation in
underlying internet business
(excluding Tencent and Mail.ru).
Aligned with shareholders
incentivise management to
reduce the discount to NAV.
1 Please see page 123 for the current PSU peer group.
2 Over time, settlement of PSU and SO awards will gradually be rebalanced between Prosus and Naspers shares, aligned with the free float ownership
in Prosus and Naspers (subject to obtaining requisite approval to amend the remuneration policy).
3 Shares are purchased on the market for cash to avoid shareholder dilution as a result of the company settling its LTI award obligations.
4 Please see page 124 for further detail on the valuation process.
Naspers integrated annual report 2021
122
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Background and policy
continued
If the threshold level of performance is not
achieved, no shares will be awarded to the
participant. If more than the maximum performance
is achieved, no more than 200% of the allocated
shares would be awarded.
Peer group for PSU performance condition
For the performance condition underpinning the
FY21 PSU grant, the TSR peer group consists of
Amazon, Alphabet, Facebook, PayPal Holdings,
Netflix, Square, Booking Holdings, Snap, Adyen,
Twitter, eBay, Wayfair Inc, Zillow Group, Zalando
SE, Expedia Group Inc, Ocado Group, IAC/
InterActiveCorp, Just Eat Takeaway.com1, Adevinta,
Auto Trader Group, and Qurate Retail. For FY22
PSU grants, the peer group will also include
Deliveroo and Doordash.
The listing of Prosus in September 2019, is a good
example of action taken to unlock value for our
shareholders. As well as creating a solid platform
for the group’s growth, it was also designed to
reduce Naspers’s weight on the JSE, which had
been caused by the group’s strong performance
compared to its peers. Naspers’s overweight size
on the JSE has contributed to the widening of the
holding company discount to NAV due to forced
selling of Naspers stock by funds who have to stay
below single stock exposure limits. The listing of
Prosus did reduce the weight of Naspers on the
JSE, but the group’s outperformance since then has
again increased Naspers’s weight on the JSE. The
proposed voluntary share exchange offer to
Naspers shareholders that Prosus announced after
the close of FY21 is designed to create immediate
and long-term value for shareholders. It is also
designed to sustainably right-size Naspers and
Prosus on their exchanges, sustainably reducing
Naspers’s weight on the JSE, giving the group the
headroom it needs for our continued growth.
We continue to work hard at executing measures
that will reduce the consolidated discount to NAV.
We remain committed and incentivised to continue
on this journey for the long-term value creation of
the group.
How our LTI schemes incentivise
management to reduce the discount
to NAV
Our LTI is designed to reward management on
disciplined capital allocation decisions, growing
and bringing our Global Ecommerce assets to
profitability and ensuring that the Global
Ecommerce portfolio, excluding Tencent and
Mail.ru, delivers returns to shareholders. This
addresses an important driver of the discount to
NAV at Naspers and Prosus sustainably over the
long term.
PSUs made up 60% of the LTI allocation this year.
It measures the TSR of the Global Ecommerce
portfolio over a three-year period against a highly
competitive basket of global technology peers. This
incentivises management to grow TSR ahead of
globally competitive peers.
SARs made up 32.5% of this year’s LTI allocation
and reward management for scaling and
improving the profitability of the Global Ecommerce
portfolio. The group’s Global Ecommerce portfolio
comprises all internet businesses with the exception
of Tencent and Mail.ru. The largest components are
Naspers’s Classifieds, Food Delivery, Payments and
Fintech, Etail and Ventures operations. Increasing
and crystallising the value of the Global
Ecommerce portfolio is key to reducing the discount
to NAV over the long term.
Lastly, the Naspers SOs accounted for 7.5% of the
LTI allocation this year. It incentivises disciplined
capital allocation decisions for the long-term
sustainability of the group and directly exposes
executives to the discount to NAV. Unlocking the
value that lies between the market capitalisation
and net asset value of our portfolio will create
significant value to shareholders.
1 The peer group for the FY21 PSU grant initially included GrubHub Inc,
but was eliminated from the peer group following the acquisition by
Just Eat Takeaway.
Naspers integrated annual report 2021
123
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Background and policy
continued
Figure 1 – Governance of our valuation process
Valuations
The Global Ecommerce portfolio
The performance of SARs and PSUs are
determined by year-on-year changes in the
per-share valuation of the group’s Global
Ecommerce portfolio. This made up 92.5% of the
2021 LTI allocation and excludes the performance
of Tencent and Mail.ru.
Methodology
The valuation is an amalgamation of a number of
individual schemes and assets which are valued
annually by an independent external valuer. In
determining the company value and the scheme
share value, the valuer shall use the appropriate
application of reasonable valuation methods,
including, without limitation, the use of comparable
peer multiples, precedent transactions and
discounted cash flow (DCF) valuations.
When employing a DCF methodology, the valuer
uses assumptions for cash generation, discount
rates and long-term growth. These valuations
assess progress and value creation and should not
be viewed as an approximation of the market
value of our portfolio. Instead, they serve as a
critical component of a comprehensive
compensation vehicle designed to align
management performance and compensation,
excluding Tencent and Mail.ru, with shareholder
outcomes. It is also important to note that funding is
initially dilutive to value and many of our companies
are early stage or loss-making, meaning that the
schemes are diluted by short-term investment and
acquisitions.
The Global Ecommerce portfolio scheme is made
up of underlying schemes, each of which has a
different set of assumptions.
VALUATIONS PROCESS
Underlying business submits 10-year business
plan and annual budget
Naspers provides 10-year business plan for
each underlying business to independent
valuer
Independently from management, the valuer
values the underlying assets at 31 March
annually and additionally, whenever a
significant change occurs
The valuer issues a report detailing the
valuation for each of the underlying
operations
Segment schemes and the ecommerce schemes are a ‘basket of assets’ representing the valuations of the underlying operations
GOVERNANCE
1
Report issued
The independent valuer1 issues a report with the
respective share scheme valuations.
1 Currently Deloitte.
2 Review
3 Submission
4 Approval
The valuations subcommittee of the human
resources and remuneration committee reviews
the valuations before recommending the values
for approval to the human resources and
remuneration committee. The subcommittee
consists of members of the board: Craig
Enenstein and Steve Pacak.
Reports from the valuer and the valuations
subcommittee are submitted to the human
resources and remuneration committee as
part of their approval process.
Once the human resources and remuneration
committee approves the valuations and resultant
share prices, the share prices will be updated
and participants can exercise their SARs or SOs
at these updated prices in accordance with the
trading-in-securities policy.
Figures 2 and 3
Ecommerce portfolio and SARs performance
Global Ecommerce SAR Plan (US$)
2019
18 844
2020
22 149
2021
39 109
30.7%
17.5%
76.6%
35.95
41.47
64.28
13 102 799
13 351 913
15 210 390
Ecommerce
valuation
(US$’m)
Ecommerce
valuation
growth
SAR share
price (US$)
Number
of shares
5.0
4.0
3.0
2.0
1.0
0
Relative growth
(Rebased to 1)
4.5
2.9
2.5
2.3
1.9
1.2
1.3
1.0
FY14
FY15
FY16
FY17
FY18
FY19
FY20
FY21
Naspers integrated annual report 2021
124
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Background and policy
continued
Service contracts
Executive directors’ contracts comply with terms
and conditions in the local jurisdiction.
Non-executive directors’
remuneration policy
Governance
Recruitment policy
On the appointment of a new executive director,
their package will typically be in line with the policy
as outlined above. To facilitate recruitment, it may
be necessary to ‘buy out’ remuneration forfeited on
joining the company. This will be considered on a
case-by-case basis and cash or LTI may be used.
Termination policy
Payments in lieu of notice may be made to
executive directors, comprising salary for the
unexpired portion of the notice period. Such
payments may be phased. On cessation, there is
no automatic entitlement to an annual
performance-related incentive (STI). However, the
committee retains the discretion to award a bonus
to a leaver during the financial year taking into
account the circumstances of their departure,
considering pro-rating for time and actual
performance achieved. There is no entitlement to a
particular severance package provided for in the
executive directors’ contracts.
Malus and clawback
Malus and clawback provisions apply to the STI
and LTI awarded to executive directors, and senior
management, such that all or part of the unpaid STI
may be modified or cancelled and all or part of
the unvested LTI may be modified or cancelled and
all or part of the vested LTI may be claimed back.
Malus and clawback provisions may be invoked in
case of certain material events, including cases of
material financial misstatement or gross misconduct
on the part of the executive director or senior
management member. In the financial year ended
on 31 March 2021, no malus and/or clawback was
applied to any remuneration of the executive
directors and senior management.
Date of
appointment
at the group
Date of
appointment to
current position
Employer notice
period
Bob van Dijk
Basil Sgourdos
1 August 2013
1 August 1995
1 April 2014
1 July 2014
Six months
Three months
Other non-executive roles
Bob van Dijk is a non-executive director of Booking
Holdings Inc.
Basil Sgourdos does not hold any board positions
outside of the Prosus and Naspers group.
Adjustment to the shareholding requirement for
the CEO
To reflect the balance of the underlying value of the
economic interests between Naspers and Prosus,
the CEO will be required to maintain a Naspers
shareholding of 7.25 times his annual salary and a
Prosus shareholding of 2.75 times his annual salary.
He will be required to rebalance his current holding
of 10 times annual salary in Naspers shares by the
end of FY23, while maintaining an overall
combined holding in Naspers and Prosus shares of
10 times annual salary.
The fee structure for non-executive directors has
been designed to ensure we attract, retain and
appropriately compensate a diverse and
internationally experienced board of non-executive
directors, given the highly competitive markets in
which we operate, and the global competition we
face.
Non-executive directors receive an annual fee as
opposed to a fee per meeting, which recognises
their ongoing responsibility for effective control of
the company. They may also receive an additional
fee for group board committees and subsidiary
boards, to reflect the additional responsibilities and
associated time commitment. Remuneration is
reviewed regularly 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.
The remuneration of non-executive directors is
determined following a benchmarking exercise
which considers international comparators in the
consumer internet and media sectors, and top 10
AEX-listed and JSE-listed companies.
Dual responsibilities
Non-executive directors receive no additional
compensation for their dual responsibilities to
Naspers and Prosus. However, the aggregate cost
of their compensation is currently allocated 70% to
Prosus and 30% to Naspers. The split was
determined based on the underlying assets and
the amount of time required to ensure that sufficient
time is allocated to assume the dual
responsibilities.
Non-executive directors’ terms of appointment
The board has clear procedures for appointing and
orienting 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 and we frequently engage the services
of a reputable search firm. 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 non-executive
directors
All non-executive directors are subject to retirement
and re-election by shareholders every three years.
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.
Shareholder voting
During the 2021 financial year, we actively listened
to our shareholders’ views on remuneration. This
year alone we have engaged in 25 investor
meetings dedicated to remuneration. We thank
them for their input and support.
The shareholders advisory vote on the
remuneration report for FY20 has been taken into
account by further enhancing the disclosures. We
have outlined the committee’s decision process on
page 122 and added a section on valuations on
page 124 in this remuneration report. A
remuneration section is included on our investor
pages at www.naspers.com, including a video on
the questions-and-answers section with the chair of
the human resources and remuneration committee,
Craig Enenstein.
For the full remuneration policy, refer to
www.naspers.com/about/policies.
Naspers integrated annual report 2021
125
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of remuneration policy
Aligning remuneration to our strategy and performance
In this section we outline how our remuneration policy for executive directors has been implemented during FY21 and how we intend to operate it during FY22. All decisions in relation to executive remuneration
have been made in line with our remuneration policy for this financial year and with the global impact of the Covid-19 pandemic in mind.
Our strategy
• Building businesses with big potential to address societal needs.
• Achieving leadership positions in high-growth markets.
• Partnering with local teams and entrepreneurs.
Our business priorities
• Classifieds
• Food Delivery
• Payments and Fintech
• Etail
• Ventures
Our financial highlights1
(all figures from continuing operations)
• Revenue: US$29.6bn, up 34% (32%).
• Trading profit: up 49% (45%) to US$5.6bn.
• Core headline earnings, the board’s measure of sustainable operating performance: up 21% (15%) on last year at US$3.5bn.
Our operating highlights1
• Ecommerce
Ecommerce revenue grew 46% (55%) to US$6.8bn, led by 98% (127%) growth in Food Delivery and 63% (57%) growth in Etail (online retail). In addition, our Classifieds, and Payments
and Fintech segments reported solid results on the back of a sharp recovery to pre-Covid-19 levels in the second quarter as governments eased lockdown regulations.
• Classifieds
Our Classifieds segment was most impacted by the global pandemic. We responded quickly by providing digital alternatives and investing in our customer relationships by offering
discounts. Despite continued business disruptions from pandemic-related restrictions in many of our markets in the second half, Classifieds maintained strong growth. Classifieds
revenue grew 24% (18%) to US$1.6bn. This reflects the strong recovery in the second half, where revenues in local currency (excluding M&A) grew 36% compared to -4% in the first half
of FY21.
• Food Delivery
Our portfolio companies gained scale during the year and we believe post-pandemic prospects for on-demand food delivery remain positive worldwide. Revenue for the period
grew 98% (127%) to US$1.5bn, driven by higher GMV and increased orders. Trading losses also improved meaningfully, with losses for the year declining by US$269m.
• Payments and Fintech
PayU’s revenue grew 35% (36%) to US$577m and trading losses remained flat for the year at US$68m compared to US$67m in the prior year. Increased profitability from the
payments service provider (PSP) business partially offset continued investment in the credit business. PayU continues to benefit across its markets from the shift in consumer behaviour
to transacting online, and small and medium-sized enterprises (SMEs) digitising their business models. Total payment value (TPV) was US$55bn, up 45% (51%), supported by a 38%
increase in number of transactions.
• Etail
Revenue grew 63% (57%) to US$2.9bn and trading profit grew to US$61m from a loss of US$63m in the prior year.
Remuneration outcome FY21
We have exceeded our business plans and delivered financial performance ahead of the budget as originally set pre-Covid-19. The next page contains information on the annual
change of CEO compensation linked to the performance of the company, as well as the FY21 remuneration for the CEO and CFO as shown in the single-figure table. The
outcomes of STI linked to all group financial goals and strategic, operational and ESG goals are disclosed on pages 129 and 130.
1 Numbers in brackets represent growth in local currency, excluding M&A.
Naspers integrated annual report 2021
126
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of
remuneration policy continued
Compensation is substantially ‘at risk’
and longer term
Executive directors’ remuneration is designed to
drive the long-term success of the company. In
FY21, the CEO remuneration comprised of 91%
variable pay; for the CFO that was 89%.
Of the executives’ FY21 LTI awards, 92.5% was
geared towards PSUs and SARs, which incentivise
core-business-value growth, excluding Tencent and
Mail.ru.
Figure 1
Fixed salary, STI and LTI for each executive as
at 31 March 2021
Business performance and remuneration outcomes
Figure 2
CEO remuneration versus company performance
CEO remuneration
Cash1 year-on-year change
LTI2 year-on-year change
Company performance
Organic revenue growth3
Organic revenue growth3 (excluding Tencent)
Ecommerce share price growth
1 Base salary + benefits + actual bonus payout, using the currency (EUR) in which the CEO is paid. Note, there was no base pay increase in FY21.
2 Fair value at grant, using the currency (USD) in which we grant LTIs.
3 Metric excluding impact of foreign exchange (FX) and mergers and acquisitions (M&A).
BOB VAN DIJK
BASIL SGOURDOS
Single-figure table FY21 remuneration
FY21
5%
3%
32%
48%
55%
FY20
9%
28%
23%
29%
15%
CAGR
7%
15%
27%
37%
34%
Annual fixed pay
Annual STI (target)
Annual fair-value LTI
%
9
9
82
Annual fixed pay
Annual STI (target)
Annual fair-value LTI
%
11
11
78
Table 1 shows a single figure of remuneration and the implementation of the remuneration policy in FY21 for the executive directors.
US$’000
Executive director
Bob van Dijk, CEO
Basil Sgourdos, CFO
Fixed
remuneration1
1 448
1 143
EUR’000
Executive director
Bob van Dijk, CEO
Basil Sgourdos, CFO
Fixed
remuneration1
1 235
975
Variable remuneration
LTI 3,4
PSUs
8 100
4 800
SARs
4 535
2 687
Variable remuneration
PSUs
6 901
4 089
LTI 3,4
SARs
3 863
2 289
STI 2
1 424
1 143
STI 2
1 214
975
Pension Other benefits 5
Total
remuneration 6
95
90
47
19
16 661
10 482
Pension Other benefits 5
Total
remuneration 6
81
77
40
16
14 196
8 932
Proportion of
fixed and
variable
remuneration
9%/91%
11%/89%
Proportion of
fixed and
variable
remuneration
9%/91%
11%/89%
SOs
1 012
600
SOs
862
511
1 The CEO and his direct reports did not receive a pay increase in FY21.
2 Actual payout over FY21 performance, per achievement of STI goals, is shown on pages 129 and 130 of this remuneration report.
3 Represents the grant date fair value of awards made during FY21 assuming on-target vesting for PSUs. The actual value accruing to the executive will depend on the real value created over the time of the award. The figure
disclosed in the 2020 remuneration report was estimated and therefore differs slightly from the figure reported in this table.
4 The IFRS 2 expense recognised for unvested and vested but unexercised LTI awards as at 31 March 2021 is US$155.4m (EUR132.8m) for the CEO and US$18.9m (EUR16.1m) for the CFO. The total IFRS 2 expense is shown in note 18
– related party transactions and balances (executive directors remuneration) of the financial statements. The value, effective March 31st 2021 reflects strong business performance, ahead of the budget as originally set pre-
Covid-19 which resulted in a fair value uplift of the outstanding awards in the Global Ecommerce SAR plan.
5 Medical insurance, life and disability insurance.
6 Executive directors are executive directors of both Naspers and Prosus. The costs of their remuneration as executive directors of these entities are split 10/90 between Naspers and Prosus.
Naspers integrated annual report 2021
127
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The ratios are obtained by dividing the FY21 total
remuneration for the CEO by the FY21 average
total remuneration of all other employees. This
includes salaries, wages, on-target bonus, pension
and benefits for employees, excluding contractors
and CEO remuneration. It also excludes training
and development that we offer to our employees.
Details of the staff costs can be found in note 29 on
page 113 of the consolidated annual financial
statements.
Competitive pay – knowledge workers
We review the pay levels of our staff at least
annually and in relation to pay in the markets and
countries that we operate in, our reward levels are
competitive. We see the effectiveness of our
reward philosophy and practices confirmed via our
formalised employee engagement surveys. Most
employees find that they are paid fairly, relative to
similar jobs in other companies, reporting a high
satisfaction level that is above external
benchmarks.
Fairness
We strive to deliver fair and consistent remuneration
across all our business operations and this includes
temporary and permanent employees, contractors,
consultants, trainees and job applicants. Irrespective
of the classification of the engagement, we ensure
that our pay practices around the world are fair,
competitive and above local minimum wage
standards. We ensure that critical benefits and
protection for our entire workforce are in line with
the markets in which we operate.
Implementation of
remuneration policy continued
CEO remuneration in comparison to average
employee remuneration
As we operate in high-growth economies where
socio-economic disparity can be large, societal
fairness is very important to us. We take our
responsibilities in that respect seriously and ensure
that our pay practices around the world are fair
and competitive and well above minimum wage
standards. Pay is an important aspect, but not the
only consideration. In general, our people join us
because of the opportunity to do meaningful work
where they have the opportunity to make a
difference, to learn and grow.
When reviewing the CEO’s remuneration, the
human resources and remuneration committee
takes into account the employee remuneration
globally across the group.
As a consumer internet company we have a wide
geographical footprint. Most of our activities and
employees are based in high-growth countries,
including India, Russia, Brazil, Central and Eastern
Europe and South Africa. On a global level, the
CEO pay ratio versus employees (including LTI)
would be 323:1 (FY20: 333:1). However, we do not
consider that an appropriate measure of fairness
given the widely different pay levels that are
observed in the countries where we operate.
Also, as shown on page 127 of this remuneration
report, the pay-at-risk portion for the CEO, and
within that more specifically LTI, weighs heavily in
our total executive remuneration mix, as is typically
found within the consumer internet and technology
sector in which we compete for talent. For
completeness sake we have therefore also
reviewed the pay ratios excluding LTI, showing a
ratio of 77:1 (FY20: 74:1) globally.
Remuneration – response to Covid-19
We delivered financial performance ahead of the
budget originally set pre-Covid-19, but at the onset
of Covid-19 in 2020 we took the decision not to
increase pay for the executives and senior
management.
For employees below that level, pay reviews were
postponed until we had more certainty on business
performance. Following our half-year results where
we reported a strong business performance,
having recovered well from an uncertain first
quarter, we were able to do a mid-year pay review
for our employees.
The committee introduced a Covid-19 malus clause,
allowing for discretionary downward adjustment of
any FY21 STI payout if so deemed appropriate.
We disclose the STI goals and achievements for
FY21. STI goals are reflective of the annual business
plan and many goals are representative of a
multi-year effort, eg to win new markets or increase
our customer base. We believe that showing our
competitors details of the goal targets before the
financial year is not in the best interest of our
shareholders. However, we have highlighted in the
integrated annual report any metrics or
developments for FY21 and FY22 that were
included in the STI of the executive directors.
Strategic, operational and sustainability
performance measures for both executive directors
accounted for 50% of the total bonus opportunity.
Operational performance measures include
financial objectives on the underlying business’
performance.
LTI awards for executives and eligible employees
were deferred by three months to September 2020.
It is noted that assessment of the financial goal
achievement excludes M&A.
STI – FY21 goals and achievements
STI is based on financial, strategic, operational and
sustainability performance targets that are tailored
for each role.
It is noted that in FY21 a specific goal on holding
company discount to NAV was added to the STI
objectives for the CEO, aligned with the goals for
the CFO and to shareholder interest.
The minimum STI payout was 0% of base salary.
The target and maximum STI opportunity are the
same at 100% of base salary, ie there is no
opportunity to overachieve on bonus payout.
All STI awards are paid out in cash.
Measurements for bonus achievement were based
on the original business plan for FY21 and were not
adjusted in-year, despite volatility due to Covid-19,
particularly in the first quarter. We have delivered
financial performance ahead of our business plan
as originally set pre-Covid-19.
Investing for long-term value creation
Across our consumer internet businesses, we
compete against both local and global ‘tech titans’.
Reaching scale relatively quickly, in terms of
consumer numbers and markets served, is of
paramount importance in this environment. It
requires significant investment and often involves
incurring losses in the early years. We make a
deliberate choice to invest in these businesses,
knowing that short-term profitability and free cash
flow may be negative. As such the financial
architecture is quite different to that of traditional
business models. The diversity in our portfolio
allows us to sustain this investment phase. Once
scale is reached, profitability follows. It is therefore
appropriate to incentivise management to strike the
right balance between investing to grow the
business and outpace the competition in the long
term and driving free cash flow generation and to
not sacrifice the former for the short-term benefit of
the latter.
Further details can be found in the 2021 integrated
annual report on page 18.
Naspers integrated annual report 2021
128
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of remuneration policy continued
Outcomes of STIs
We entered the pandemic with financial strength and good momentum, and, competing in a sector that performed exceptionally well, we have exceeded our business plan and delivered financial performance
ahead of the budget as originally set pre-Covid-19. The outcomes as shown in figure 1 on this page and figure 1 on page 130 resulted in annual bonus payout levels of €1 214 094 or 98.3% of base salary for
Bob van Dijk and US$1 143 182 or 100% of base salary for Basil Sgourdos.
All financial, strategic, operational and ESG goals are measurable and audited.
Figure 1 – FY21 goals and achievements
BOB VAN DIJK
Maximum STI opportunity: 100% base salary
Group financial goals
Revenue
Core headline earnings
(including Tencent)1
Core headline earnings (excluding Tencent)1
Free cash flow
Strategic, operational and ESG goals
Classifieds
Food Delivery
Payments and Fintech
Holding company discount2
Business sustainability: Machine learning (ML) and
artificial intelligence (AI)
Business sustainability: Diversity and inclusion
Business sustainability: Data privacy and security
Weighting %
10.0
15.0
Description
Achieve revenue target (on an economic-interest basis and excluding M&A).
Achieve core headline earnings at target, including Tencent.
Further info can be found in
the annual report on page
62
62
Outcome
15.0
10.0
50.0
Weighting %
12.5
15.0
5.0
10
2.5
2.5
2.5
50.0
Achieve core headline earnings at target, excluding Tencent.
Achieve free cash outflow at target.
Description
Deliver organic topline growth and organic trading profit growth at target.
Deliver on targets related to revenue, order volume, organic revenue growth and manage
incremental year on year spent on total Food Delivery.
Deliver organic revenue growth target and organic trading loss improvement.
Continue to engage with shareholders and taking into account their feedback, develop
proposals to address the holding company discount to NAV.
Continue to build our AI capabilities by increasing the number of ML modules in production.
Increase focus on diversity and inclusion throughout the group, measured through employee
engagement survey.
Documented approach across the group to address privacy and security at the design phase
for new products and services, consistent with the group’s policies on data-privacy governance
and cybersecurity.
62
62
Further info can be found in
the annual report on page
32
36
42
25
79
85
75
Outcome
*
Achieved
Not achieved
Actual payout
€123 467
€185 201
€185 201
€123 467
€617 336
Actual payout
€154 334
€185 201
€41 156
€123 467
€30 867
€30 867
€30 867
€596 758
1 Core headline earnings is an alternative performance measurement. Please refer to ‘Other information – non-IFRS financial measures and alternative performance indicators’ on page 124 of the integrated annual report.
2
* The following target for Payments and Fintech was achieved: Organic revenue growth and organic trading loss improvement
In FY21 a specific goal on holding company discount to NAV was added to the STI objectives for the CEO, aligned with the goals for the CFO and to shareholder interest.
Naspers integrated annual report 2021
129
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of remuneration policy continued
Figure 1 – FY21 goals and achievements
BASIL SGOURDOS
Maximum STI opportunity: 100% of base salary
Group financial goals
Core headline earnings
(including Tencent)1
Core headline earnings (excluding Tencent)1
Free cash flow
Strategic, operational and ESG goals
Holding company discount
Taxation
Investor relations
Group finance
Governance, internal audit
and risk management
Business sustainability: Team
and talent
Weighting % Description
12.5
Achieve core headline earnings at target, including Tencent.
Achieve core headline earnings at target, excluding Tencent.
Achieve free cash outflow at target.
12.5
25.0
50.0
Weighting % Description
Continue to engage with shareholders and taking into account their feedback, develop
proposals to address the holding company discount to NAV.
Effective taxation strategy and policy to address changes in global tax frameworks.
Increase focus on ESG, deliver effective communication and improve shareholder targeting.
Deliver more effective processes that improve our financial capabilities. Deliver group auditing
rotation process.
Ensure that effective systems of internal control are operated throughout the group’s controlled
entities.
Progress on diversity and inclusion initiatives and develop a structured finance learning strategy.
15.0
12.5
5.0
10.0
2.5
5.0
50.0
Achieved
Not achieved
Further Info can be found in
the annual report on page
62
Outcome
Outcome
62
62
Further Info can be found in
the annual report on page
25
95
72
Full governance report
page 22
98
85
Actual payout
US$142 898
US$142 898
US$285 796
US$571 591
Actual payout
US$171 477
US$142 898
US$57 159
US$114 318
US$28 580
US$57 159
US$571 591
1 Core headline earnings is an alternative performance measurement. Please refer to ‘Other information – non-IFRS financial measures and alternative performance indicators’ on page 124 of the integrated annual report.
Naspers integrated annual report 2021
130
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of remuneration policy continued
LTI over FY21
LTI awards comprise a significant portion of total compensation and are designed to incentivise the delivery of sustainable longer-term growth and provide alignment with our shareholders. The entirety of our
executive directors’ LTI is determined by the performance of the company and growth in the valuation of the underlying assets and, as such, is deemed ‘at risk’.
In table 1 below and table 1 on page 133, we have set out information on unvested LTI, including awards made during FY21 as well as awards that have vested during FY21. Details of the group’s LTI schemes
settlement are disclosed in note 44 on page 147 of the annual financial statements at www.naspers.com.
Table 1 – Overview of LTI awards for Bob van Dijk
Bob van Dijk
Performance
metric
Naspers
Performance Share
Units (PSUs)
Three years cliff –
TSR
Naspers Global
Ecommerce Share
Appreciation
Rights (SARs)
Four-year
measurement of
value growth of
ecommerce
business units
Main conditions of share plans
Number of unvested awards1
Value in US$
Award date
Vesting date(s)
Expiry date
Strike price of
option/SAR
Opening balance
1 April 2020
(unvested)
Awarded during
the year
Vested during
the year
Closing balance
31 March 2021
(unvested)
Potential gain of
awards vested
during the year at
vesting date2
Fair value of
unvested awards
31 March 20213
09/09/2019
21/09/2020
Subtotal
15/08/2017
15/08/2017
15/08/2017
08/09/2017
08/09/2017
08/09/2017
25/06/2018
25/06/2018
25/06/2018
16/07/2019
16/07/2019
16/07/2019
16/07/2019
21/09/2020
21/09/2020
21/09/2020
21/09/2020
Subtotal
30/06/2022
21/09/2023
15/08/2020
15/08/2021
15/08/2022
08/09/2020
08/09/2021
08/09/2022
25/06/2020
25/06/2021
25/06/2022
16/07/2020
16/07/2021
16/07/2022
16/07/2023
21/09/2021
21/09/2022
21/09/2023
21/09/2024
n/a
n/a
15/08/2027
15/08/2027
15/08/2027
08/09/2027
08/09/2027
08/09/2027
25/06/2028
25/06/2028
25/06/2028
16/07/2029
16/07/2029
16/07/2029
16/07/2029
21/09/2030
21/09/2030
21/09/2030
21/09/2030
–
–
27.25
27.25
27.25
27.60
27.60
27.60
33.57
33.57
33.57
36.70
36.70
36.70
36.70
41.98
41.98
41.98
41.98
24 527
–
24 527
146 789
146 789
146 789
35 051
35 051
35 055
104 608
104 608
104 610
109 208
109 208
109 208
109 208
–
–
–
–
–
48 302
48 302
–
–
–
–
–
–
–
–
–
–
–
–
–
62 571
62 571
62 571
62 572
–
–
–
24 527
48 302
72 829
–
–
–
(146 789)
–
2 238 532
–
–
(35 051)
–
–
(104 608)
–
–
146 789
146 789
–
35 051
35 055
–
104 608
104 610
–
–
487 910
–
–
787 698
–
–
(109 208)
–
538 395
–
–
–
–
–
–
–
109 208
109 208
109 208
62 571
62 571
62 571
62 572
–
–
–
–
–
–
–
8 589 147
11 544 357
20 133 504
–
5 435 597
5 435 597
–
1 285 671
1 285 817
–
3 212 512
3 212 573
–
3 011 957
3 011 957
3 011 957
1 395 333
1 395 333
1 395 333
1 395 356
1 296 182
250 285
(395 656)
1 150 811
4 052 535
34 484 993
Naspers integrated annual report 2021
131
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of remuneration policy continued
Table 1 – Overview of LTI awards for Bob van Dijk continued
Bob van Dijk
Performance
metric
Award date
Vesting date(s)
Expiry date
Strike price of
option/SAR
Opening balance
1 April 2020
(unvested)
Awarded during
the year
Vested during
the year
Closing balance
31 March 2021
(unvested)
Potential gain of
awards vested
during the year at
vesting date2
Fair value of
unvested awards
31 March 20213
Main conditions of share plans
Number of unvested awards1
Value in US$
Naspers N Share
Options (SOs)
Four-year share
price growth
05/07/2020
05/07/2021
08/09/2020
08/09/2021
25/06/2020
25/06/2021
25/06/2022
16/07/2020
16/07/2021
16/07/2022
16/07/2023
21/09/2021
21/09/2022
21/09/2023
21/09/2024
05/07/2026
05/07/2026
08/09/2027
08/09/2027
25/06/2028
25/06/2028
25/06/2028
16/07/2029
16/07/2029
16/07/2029
16/07/2029
21/09/2030
21/09/2030
21/09/2030
21/09/2030
2 056.88
2 056.88
2 755.72
2 755.72
3 100.99
3 100.99
3 100.99
3 494.00
3 494.00
3 494.00
3 494.00
2 827.88
2 827.88
2 827.88
2 827.88
05/07/2016
05/07/2016
08/09/2017
08/09/2017
25/06/2018
25/06/2018
25/06/2018
16/07/2019
16/07/2019
16/07/2019
16/07/2019
21/09/2020
21/09/2020
21/09/2020
21/09/2020
Subtotal
Total
49 302
49 302
12 932
12 932
15 285
15 285
15 287
3 958
3 958
3 958
3 961
–
–
–
–
186 160
1 506 869
–
–
–
–
–
–
–
–
–
–
–
3 552
3 552
3 552
3 552
14 208
312 795
(49 302)
–
7 980 695
–
–
49 302
–
10 403 179
(12 932)
–
1 339 531
–
–
12 932
–
2 117 178
(15 285)
–
1 453 512
–
–
(3 958)
–
–
–
–
–
–
–
15 285
15 287
–
3 958
3 958
3 961
3 552
3 552
3 552
3 552
–
–
321 354
–
–
–
–
–
–
–
–
2 145 261
2 145 542
–
450 240
450 240
450 581
169 184
169 184
169 184
169 184
(81 477)
(477 133)
118 891
11 095 092
18 838 957
1 342 531
15 147 627
73 457 454
1 The aggregate number of vested but unexercised SARs and SOs for Bob is 5 343 625 (2020: 4 947 969) and 1 003 928 (2020: 922 451) respectively. The aggregated cash-settled liability of vested unexercised SARs is included in the aggregated cash-settled liability in note 44 of the financial statements on
page 162. The share-based payment reserve of vested but unexercised SOs is included in the aggregate retained earnings balance shown on page 32.
2 The potential gain of awards vested in FY21 is calculated by taking the difference between the closing share price on vesting date and the offer price and multiplying that difference by the number of SOs/SARs that vested in FY21. The value does not necessarily accrue to the individual. It is available to
them should they have chosen to exercise (buy and/or sell shares) on or after the date the SOs or SARs vested. As part of the Prosus listing and capitalisation issue, the MIH Internet Holdings B.V. and Naspers Restricted Stock Plan trusts elected to receive Prosus shares. In line with the capitalisation issue 1
Prosus share is linked to each SO/PSU. The value of the Prosus share is included where relevant. It is noted that PSUs awarded in September 2020 will not vest until September 2023. SAR and SO offers made prior to 1 April 2018 vests over 5 years and would be measured over 5 years’ growth.
3 The fair value of unvested awards on 31 March 2021 is calculated by taking the difference between the closing share price on 31 March 2021 and the offer price (if applicable) and multiplying that difference by the number of unvested SOs/SARs/PSUs as at 31 March 2021 and assuming 100% vesting for
PSUs. As part of the Prosus listing and capitalisation issue, the MIH Internet Holdings B.V. and Naspers Restricted Stock Plan trusts elected to receive Prosus shares. In line with the capitalisation issue 1 Prosus share is linked to each SO/PSU. The value of the Prosus share is included where relevant. The
actual value accruing to the executive will depend on the real value created over the time of the award.
Naspers integrated annual report 2021
132
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of remuneration policy continued
Table 1 – Overview of LTI awards for Basil Sgourdos
Basil Sgourdos
Performance
metric
Naspers
Performance Share
Units (PSUs)
Three years cliff –
TSR
Naspers Global
Ecommerce Share
Appreciation Rights
(SARs)
Four-year
measurement of
value growth of
ecommerce business
units
Main conditions of share plans
Number of unvested awards1
Value in US$
Award date
Vesting date(s)
Expiry date
Strike price of
option/SAR
Opening balance
1 April 2020
(unvested)
Awarded during
the year
Vested during
the year
Closing balance
31 March 2021
(unvested)
Potential gain of
awards vested
during the year at
vesting date2
Fair value of
unvested awards
31 March 20213
09/09/2019
21/09/2020
Subtotal
17/09/2015
29/08/2016
29/08/2016
15/08/2017
15/08/2017
15/08/2017
08/09/2017
08/09/2017
08/09/2017
25/06/2018
25/06/2018
25/06/2018
16/07/2019
16/07/2019
16/07/2019
16/07/2019
21/09/2020
21/09/2020
21/09/2020
21/09/2020
30/06/2022
21/09/2023
17/09/2020
29/08/2020
29/08/2021
15/08/2020
15/08/2021
15/08/2022
08/09/2020
08/09/2021
08/09/2022
25/06/2020
25/06/2021
25/06/2022
16/07/2020
16/07/2021
16/07/2022
16/07/2023
21/09/2021
21/09/2022
21/09/2023
21/09/2024
n/a
n/a
17/09/2025
29/08/2026
29/08/2026
15/08/2027
15/08/2027
15/08/2027
08/09/2027
08/09/2027
08/09/2027
25/06/2028
25/06/2028
25/06/2028
16/07/2029
16/07/2029
16/07/2029
16/07/2029
21/09/2030
21/09/2030
21/09/2030
21/09/2030
–
–
18.59
20.45
20.45
27.25
27.25
27.25
27.60
27.60
27.60
33.57
33.57
33.57
36.70
36.70
36.70
36.70
41.98
41.98
41.98
41.98
12 718
–
12 718
9 685
32 599
32 603
25 353
25 353
25 354
21 017
21 017
21 020
53 689
53 689
53 692
56 626
56 626
56 626
56 627
–
–
–
–
–
28 623
28 623
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
37 079
37 079
37 079
37 080
–
–
–
(9 685)
(32 599)
–
(25 353)
–
–
(21 017)
–
–
(53 689)
–
–
(56 626)
–
–
–
–
–
–
–
12 718
28 623
41 341
–
–
32 603
–
25 353
25 354
–
21 017
21 020
–
53 689
53 692
–
56 626
56 626
56 627
37 079
37 079
37 079
37 080
–
–
–
221 109
687 187
4 453 736
6 841 003
11 294 739
–
–
–
1 428 989
386 633
–
–
292 557
–
–
404 278
–
–
279 166
–
–
–
–
–
–
–
–
938 822
938 859
–
770 904
771 014
–
1 648 789
1 648 881
–
1 561 745
1 561 745
1 561 773
826 862
826 862
826 862
826 884
Subtotal SARs
601 576
148 317
(198 969)
550 924
2 270 930
16 138 991
Naspers integrated annual report 2021
133
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of remuneration policy continued
Table 1 – Overview of LTI awards for Basil Sgourdos continued
Basil Sgourdos
Performance
metric
Award date
Vesting date(s)
Expiry date
Strike price of
option/SAR
Opening balance
1 April 2020
(unvested)
Awarded during
the year
Vested during
the year
Closing balance
31 March 2021
(unvested)
Potential gain of
awards vested
during the year at
vesting date2
Fair value of
unvested awards
31 March 20213
Main conditions of share plans
Number of unvested awards1
Value in US$
Naspers N Share
Options (SOs)
Four-year share
price growth
18/09/2020
25/09/2020
29/08/2020
29/08/2021
08/09/2020
08/09/2021
25/06/2020
25/06/2021
25/06/2022
16/07/2020
16/07/2021
16/07/2022
16/07/2023
21/09/2021
21/09/2022
21/09/2023
21/09/2024
18/09/2025
25/09/2025
29/08/2026
29/08/2026
08/09/2027
08/09/2027
25/06/2028
25/06/2028
25/06/2028
16/07/2029
16/07/2029
16/07/2029
16/07/2029
21/09/2030
21/09/2030
21/09/2030
21/09/2030
1 634.84
1 594.52
2 323.52
2 323.52
2 755.72
2 755.72
3 100.99
3 100.99
3 100.99
3 494.00
3 494.00
3 494.00
3 494.00
2 827.88
2 827.88
2 827.88
2 827.88
18/09/2015
25/09/2015
29/08/2016
29/08/2016
08/09/2017
08/09/2017
25/06/2018
25/06/2018
25/06/2018
16/07/2019
16/07/2019
16/07/2019
16/07/2019
21/09/2020
21/09/2020
21/09/2020
21/09/2020
Subtotal
Total
2 247
460
3 230
3 231
1 444
1 444
8 277
8 277
8 277
2 052
2 052
2 052
2 055
–
–
–
–
45 098
659 392
–
–
–
–
–
–
–
–
–
–
–
–
–
2 105
2 105
2 105
2 105
8 420
185 360
(2 247)
(460)
(3 230)
–
(1 444)
–
(8 277)
–
–
(2 052)
–
–
–
–
–
–
–
–
–
–
3 231
–
1 444
–
8 277
8 277
–
2 052
2 052
2 055
2 105
2 105
2 105
2 105
390 289
81 473
491 567
–
–
–
–
623 469
149 573
–
–
236 406
787 093
–
–
166 604
–
–
–
–
–
–
–
–
1 161 683
1 161 683
–
233 424
233 424
233 765
100 263
100 263
100 263
100 263
(17 710)
(216 679)
35 808
628 073
2 066 599
4 337 529
4 284 906
31 718 634
1 The aggregate number of vested but unexercised SARs and SOs for Basil is 315 956 (2020: 282 954) and 98 410 (2020: 87 367) respectively. The aggregated cash-settled liability of vested unexercised SARs is included in the aggregated cash-settled liability in note 44 of the financial statements on page
162. The share-based payment reserve of vested but unexercised SOs is included in the aggregate retained earnings balance shown on page 32.
2 The potential gain of awards vested in FY21 is calculated by taking the difference between the closing share price on vesting date and the offer price and multiplying that difference by the number of SOs/SARs that vested in FY21. The value does not necessarily accrue to the individual. It is available to
them should they have chosen to exercise (buy and/or sell shares) on or after the date the SOs or SARs vested. As part of the Prosus listing and capitalisation issue, the MIH Internet Holdings B.V. and Naspers Restricted Stock Plan trusts elected to receive Prosus shares. In line with the capitalisation issue 1
Prosus share is linked to each SO/PSU. The value of the Prosus share is included where relevant. It is noted that PSUs awarded in September 2020 will not vest until September 2023. SAR and SO offers made prior to 1 April 2018 vests over 5 years and would be measured over 5 years’ growth.
3 The fair value of unvested awards on 31 March 2021 is calculated by taking the difference between the closing share price on 31 March 2021 and the offer price (if applicable) and multiplying that difference by the number of unvested SOs/SARs/PSUs as at 31 March 2021 and assuming 100% vesting for
PSUs. As part of the Prosus listing and capitalisation issue, the MIH Internet Holdings B.V. and Naspers Restricted Stock Plan trusts elected to receive Prosus shares. In line with the capitalisation issue 1 Prosus share is linked to each SO/PSU. The value of the Prosus share is included where relevant. The
actual value accruing to the executive will depend on the real value created over the time of the award.
Naspers integrated annual report 2021
134
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of
remuneration policy continued
Figure 2 – the balance of the executive
directors’ unvested LTIs (based on potential
value) as at 31 March 2021:
Executive directors’ LTI exercised in FY21
In 2018, the group sold its stake in Flipkart Private
Ltd. Following the sale, the vesting of awards in the
Flipkart SAR Plan were accelerated and settled. At
the time of settlement there was a tax refund
pending with the Indian tax authorities as Walmart
withheld a portion of the company’s gain on the
transaction, causing the settlement to participants in
the Flipkart SAR Plan to be pro-rated. During 2021
the tax amount was recovered from the Indian tax
authorities and as a result, an additional settlement
amount was due to participants. Accordingly,
US$3 343 906 (pre-tax) was settled to Bob van Dijk
as participant in the Flipkart SAR Plan.
Basil Sgourdos exercised Naspers SOs in the MIH
Internet Holdings B.V. Share Trust which were due to
expire on 8 September 2020 and he disposed of the
Naspers shares that he received. The pre-tax gain
amounted to US$1 795 902 and includes the value of
the Prosus shares linked to his Naspers SOs as a
result of the Prosus capitalisation issue in 2019. In
addition, in March 2021 he exercised SARs in the
Naspers Global Ecommerce scheme which were
settled in cash (as per group policy). The pre-tax
gain amounted to US$3 439 262. Details of these
transactions are summarised in figure 1.
Figure 1 – LTIs exercised in FY21 by
Basil Sgourdos
Date
exercised
Number
of SOs/
SARs
Gross gain
(pre-tax)
Naspers N SOs
07/06/2020
6 667 US$1 166 627
Naspers N SOs –
linked Prosus shares
Naspers Global
Ecommerce SARs
07/06/2020
6 667
US$629 275
03/01/2021
165 967 US$3 439 262
BOB VAN DIJK
BASIL SGOURDOS
Naspers PSUs
Naspers SOs
Ecommerce SARs
Total
%
27
26
47
100
Naspers PSUs
Naspers SOs
Ecommerce SARs
Total
%
36
13
51
100
Shares purchased in the market
Since 1 April 2018, to avoid shareholder dilution as a
result of employee LTIs, the group has been
purchasing Naspers and Prosus shares on the JSE/
Euronext for the purpose of issuing new Naspers SOs,
Naspers PSUs, Naspers RSUs and Prosus RSUs to
employees and settling gains made on all share-
based incentive schemes (prior to 31 March 2020).
In FY21, the group purchased Naspers N shares to
the value of US$48m (FY20: US$74m) and Prosus N
shares to the value of US$65m in the market
totalling US$113m. Details of these Naspers and
Prosus share purchases are summarised in figure 3
and 4 respectively.
The group’s share-based incentive schemes are
set out in equity compensation benefits in the
notes to the annual financial statements on
www.naspers.com.
Dilutive impact of group LTI schemes
At 31 March 2021 the group held 2 866 670 (2020:
2 831 289) Naspers N ordinary shares as treasury
shares to settle outstanding awards under certain
group share incentive schemes. The expected dilutive
effect of these treasury shares on the group’s
earnings from continuing operations, on a per-share
basis, was 3 US cents per N ordinary share (2020: 3
US cents). In accordance with schedule 14 of the JSE
Listings Requirements and the South African
Companies Act, shareholders authorised the board
at the annual general meeting in August 2020 that up
to 21 775 553 N ordinary shares (approximately 5% of
the then issued N ordinary share capital) may be
issued for purposes of the group’s various share-
based incentive schemes. During the financial year
ended 31 March 2021, no new N ordinary shares
had been so issued. In total, 56.1% of the approved
21 775 553 Naspers N ordinary share capital has
been used to date.
LTI costs
LTIs across the group account for 42.6% of total staff
costs, and 12.1% of overall group costs, for example
the cost of providing services and sale of goods,
selling, general and administration expenses. Further
details can be found in note 29 on page 113 of the
annual financial statements at www.naspers.com.
Figure 3 – Naspers shares purchased in the market
2021
Purchase
price
(US$)2
Number
of shares
107 101 19 444 686
Average
purchase
price range
(R)
2 978.39 to
3 111.41
2020
Purchase
price
(US$)2
Number of
shares
123 395 28 879 965
68 718 12 285 548
3 042.13
80 320 15 720 222
92 918 16 612 074
3 042.13
128 096 29 073 029
Average
market
price range
(R)
2 184.87 to
3 512.68
2 184.87 to
3 403.18
2 184.87 to
3 535.75
MIH Internet Holdings
Share Trust1
MIH Holdings
Share Trust1
Naspers Restricted
Stock Plan Trust
Total
268 737 48 342 308
331 811 73 673 216
1 The MIH Internet Holdings Share Trust is used to grant Naspers options to our non-South African employees. The MIH Holdings Share Trust is used to
grant Naspers options to our South African employees.
2 Purchase price in ZAR converted to USD by using the exchange rate on date of purchase.
Figure 4 – Prosus shares purchased in the market
Number of shares
Purchase price
(US$)2
Average purchase price
range (EUR)
Prosus N.V. Share Award Plan Trust1
670 032
64 703 088
77.40 and 108.81
1 The Prosus N.V. Share Award Plan trust is used to grant Prosus RSUs to employees of the group (executive directors are not eligible to receive RSUs).
Shares are purchased on Euronext and Johannesburg Stock Exchange for non-South African and South African employees respectively. No purchases
were made in the trust in FY20.
2 Purchase price in EUR converted to US$ by using the exchange rate on date of purchase.
Naspers integrated annual report 2021
135
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of remuneration policy continued
Looking forward to FY22
As we only entered the pandemic last year, we took prudent executive remuneration decisions. Executive directors did not receive a pay increase for FY21 and LTI awards were deferred to September 2020. We
entered the pandemic with financial strength and good momentum and, competing in a sector that performed exceptionally well, we have exceeded our business plan and delivered financial performance ahead
of the budget as originally set pre-Covid-19. Our businesses recovered well from the initial impact and are now fundamentally stronger than they were. This performance is reflected in our remuneration decisions for
FY22, where the CEO and CFO will receive a 5% increase on base pay and will be granted LTI awards at similar levels as last year.
FY22 remuneration in US$
US$’000
Executive director
Fixed remuneration1
Bob van Dijk, CEO
Basil Sgourdos, CFO
1 521
1 200
FY22 remuneration in EUR
EUR’000
Executive director
Fixed remuneration1
Bob van Dijk, CEO
Basil Sgourdos, CFO
1 296
1 023
Variable remuneration
PSUs4
8 188
4 852
Variable remuneration
PSUs4
6 981
4 137
LTI 3
LTI 3
SARs
4 435
2 628
SARs
3 781
2 241
STI 2
1 521
1 200
STI 2
1 296
1 023
SOs
1 024
607
SOs
873
517
Pension
Other benefit5
Total remuneration 6
Proportion of fixed and
variable remuneration
99
94
50
20
16 838
10 601
9%/91%
11%/89%
Pension
Other benefit5
Total remuneration 6
Proportion of fixed and
variable remuneration
84
80
42
17
14 354
9 038
9%/91%
11%/89%
1 The executive directors received a 5% increase in base salary effective from 1 April 2021.
2 This is the at-target and also maximum STI as a percentage to base salary. STI goals are shown on pages 129 and 130 of this remuneration report.
3 Represents the grant date fair value of awards to be made during FY22 assuming on-target vesting for PSUs. The actual value accruing to the executive will depend on the real value created over the time of the award. The figure is based on indicative values and may therefore differ from the final fair value
granted.
4 The grant of the FY22 PSU and SO awards will be partly settled in Naspers shares (72.5%) and partly in Prosus shares (27.5%), aligned with the free float ownership in Naspers and Prosus (subject to obtaining requisite approval to amend the remuneration policy).
5 Medical insurance, life and disability insurance.
6 Executive directors are executive directors of both Naspers and Prosus. Their remuneration as executive directors of these entities is currently split 10/90 between Naspers and Prosus.
Naspers integrated annual report 2021
136
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of remuneration policy continued
FY22 STI goals
Bob Van Dijk
Target and maximum STI opportunity: 100% base salary
Group financial goals
Revenue
Core headline earnings (including Tencent)
Core headline earnings (excluding Tencent)
Free cash flow
Strategic, operational and environment, social and governance (ESG) goals
Classifieds
Food Delivery
Payments and Fintech
B2C
Edtech
Holding company discount
Sustainability: Diversity and inclusion
Sustainability: Climate sustainability
Basil Sgourdos
Target and maximum STI opportunity: 100% of base salary
Group financial goals
Core headline earnings (including Tencent)
Core headline earnings (excluding Tencent)
Free cash flow
Strategic, operational and ESG goals
Holding company discount
Taxation
Investor relations
Group finance
Governance, internal audit and risk management
Sustainability: Diversity and inclusion
Sustainability: Climate sustainability
Weighting %
Description
10
10
20
10
50
Weighting %
10
10
5
5
5
10
2.5
2.5
50
Weighting %
8
17
25
50
Weighting %
15
12.5
10
5
2.5
2.5
2.5
50
Achieve revenue target (on an economic-interest basis and excluding M&A).
Achieve core headline earnings at target, including Tencent.
Achieve core headline earnings at target, excluding Tencent.
Achieve free cash outflow at target.
Description
Deliver organic topline growth and organic trading profit at target
Deliver organic topline growth and managing organic trading loss at target
Deliver organic topline growth and managing organic trading loss at target
Deliver organic topline growth and organic trading profit at target
Deliver organic topline growth and managing organic trading loss at target
Take structural action to address the holding company discount to NAV
Promote diversity and inclusion in the company and ensure high employee engagement
Be carbon-neutral on scope 1 and scope 2 emissions at the group level by year-end FY22.
Description
Achieve core headline earnings at target, including Tencent.
Achieve core headline earnings at target, excluding Tencent.
Achieve free cash outflow at target.
Description
Take structural action to address the holding company discount to NAV
Prudent and optimal tax management structure
Ensure the IR programme is effective and impactful
Develop finance team to drive excellent delivery
Ensure that effective systems of internal control are operated throughout the group’s controlled entities
Promote diversity and inclusion in the function and ensure high employee engagement
Be carbon-neutral on scope 1 and scope 2 emissions at the group level by year-end FY22
Maximum payout
€129 641
€129 641
€259 281
€129 641
€648 203
Maximum payout
€129 641
€129 641
€64 820
€64 820
€64 820
€129 641
€32 410
€32 410
€648 203
Maximum payout
USD$96 027
USD$204 058
USD$300 085
USD$600 171
Maximum payout
USD$180 051
USD$150 043
USD$120 034
USD$60 017
USD$30 009
USD$30 009
USD$30 009
USD$600 171
All financial, strategic, operational and ESG goals are measurable and audited.
The committee undertakes a thorough assessment to ensure that targets are sufficiently stretched in the context of potential remuneration delivered.
Naspers integrated annual report 2021
137
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Statement of compliance
Termination payments
No termination payments were made to executive
and non-executive directors on termination of
employment or office in FY21.
Malus and clawbacks
Malus and clawback provisions apply to the STI
and LTI awarded to executive directors and senior
management. In FY21, no malus or clawback was
applied to any remuneration of the executive
directors and senior management.
CEO shareholding requirement
The CEO meets the current requirement to maintain
a shareholding in Naspers of ten times his annual
salary.
Figure 1 the approximate balance of the
unvested LTIs for the CEO and CFO, post the
FY22 allocation1
BOB VAN DIJK
BASIL SGOURDOS
Naspers PSUs
Prosus PSUs(2)
Naspers SOs
Prosus SOs(2)
Ecommerce SARs
Total
%
29.9
2.6
22.5
0.3
44.7
100
Naspers PSUs
Prosus PSUs(2)
Naspers SOs
Prosus SOs(2)
Ecommerce SARs
Total
%
37.2
3.4
11.9
0.4
47.1
100
1 Based on the estimated fair value of unvested awards as at 31 March
2021 and the indicative fair value of offers to be made in FY22.
2 Subject to obtaining requisite approval to amend the remuneration
policy.
Implementation of
remuneration policy continued
LTI awards to be made in FY22
LTI awards comprise a significant portion of total
executive compensation and are designed to
incentivise the delivery of sustainable longer-term
growth and provide alignment with our
shareholders. The entirety of our executives’ LTI is
determined by the performance of the company
and growth in the valuation of the underlying assets
and, as such, is deemed ‘at risk’.
The committee will continue to award PSUs to
senior executives in FY22, having introduced the
programme in FY20. PSUs constituted
approximately 60% of the LTI awards made to the
executive directors in FY21 and this will be
approximately 60% for FY22.
We have set out on page 136 information on the
LTI to be made during FY22. The balance of the
CEO’s and CFO’s FY22 LTI grants is focused
towards consumer internet business, excluding
Tencent and Mail.ru.
Over time, settlement of PSU and SO awards will
gradually be re-balanced between Prosus and
Naspers shares, aligned with the free-float
ownership in Prosus and Naspers (subject to
obtaining requisite approval to amend the
remuneration policy). Accordingly, the grant of the
FY22 PSU and SO awards will be partly settled in
Naspers shares (72.5%) and partly in Prosus shares
(27.5%).
Naspers integrated annual report 2021
138
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of
remuneration policy continued
Non-executive directors
Non-executive directors’ fees
Given the global scale and complexity of the
businesses that the group operates and has an
interest in, it is important that we can attract and
retain the best globally orientated board members.
The committee conducts a regular benchmarking
exercise to ascertain whether the fees for non-
executive directors are competitive, fair and
reasonable. The committee is informed by the
external market when reviewing the fee structure
and levels for our non-executive directors. This
includes market fee levels for Naspers and Prosus’s
industry peers internationally, and those fee levels
observed in the Top 10 AEX and JSE companies.
At the Naspers AGM on 21 August 2020,
shareholders approved an increase of up to 5%
YoY for fees for non-executive directors, the chair of
the board, committee members and the chairs of
committees for the year ended 31 March 2021.
However, given the then uncertain impact of
Covid-19, the board decided not to implement any
increase in fees for the financial year ended 31
March 2021. Based on a recent review of the
external market data and inputs from our advisory
partners, the committee is confident that a 5%
increase of the non-executive directors’ fees for
FY22 and FY23 is warranted and accordingly will
submit the proposal at the August 2021 AGM for
shareholder approval.
No additional fees are paid to board members
serving on the projects committee or on the
valuations subcommittee of the human resources
and remuneration committee. Non-executive
directors do not receive any longer-term or
equity-based compensation.
Non-executive directors serve on the board of both
Naspers and Prosus and receive no additional
compensation for their dual responsibilities to
Naspers and Prosus. Fees are split between
Naspers and Prosus on a 30/70 basis, pro-rated
from the date of listing of Prosus. The split was
determined based on the underlying assets and
the amount of time required to ensure that sufficient
time is allocated to assume the dual
responsibilities.
The non-executive chair does not receive additional
remuneration for attending meetings or being a
member of or chairing any committee of the board
or attending Tencent board and committee
meetings.
Non-executive directors’ fees
US$’000
Directors’ fees
FY211
Committee and
trustee fees
Other fees 2
Total
Directors’ fees
FY20
Committee and
trustee fees
Other fees 2
Total
Non-executive
directors
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsidiary
JP Bekker 3
EM Choi
HJ du Toit 4
CL Enenstein
DG Eriksson5
M Girotra
RCC Jafta
FLN Letele
D Meyer
R Oliveira
de Lima
SJZ Pacak
TMF
Phaswana6
MR Sorour 7
JDT Stofberg
BJ van der Ross
Y Xu8
Total
533
224
–
234
234
234
234
231
234
234
234
–
234
231
234
177
3 502
22
–
–
–
–
–
65
–
–
–
–
–
150
–
–
–
237
–
64
–
105
260
49
150
26
26
53
59
–
–
26
29
–
847
7
–
–
–
–
–
23
–
–
–
–
–
–
–
–
–
30
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
50
–
–
–
–
–
50
–
FY21
562
288
–
389
494
283
472
257
260
337
293
–
590
283
–
287
252
120
259
242
256
286
249
270
120
–
–
–
220
504
257
263
177
4 836
259
263
252
–
3 868
21
–
–
–
–
–
67
–
–
–
–
–
150
–
–
–
238
–
64
–
104
259
24
165
26
26
54
29
54
–
26
78
–
909
8
–
–
–
–
–
9
–
–
–
–
–
–
–
–
–
17
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
50
–
–
–
–
–
50
–
120
–
–
–
220
FY20
619
347
0
441
511
144
500
268
282
390
278
324
529
289
330
–
5 252
1 Following the listing of Prosus, non-executive directors serve on the boards of both Naspers and Prosus. As a result of the non-executive directors assuming dual responsibilities the fees were split between Naspers and Prosus on
a 30/70 basis.
2 Compensation for assignments.
3 Koos Bekker elected to donate the rand equivalent of his director’s fees, being R3.6m (pre-tax), to education. This year the recipient was the primary school, Volkskool, in Heidelberg, South Africa.
4 Hendrik du Toit elected not to receive directors’ fees.
5 Retired with effect from 1 April 2021.
6 Retired with effect from 1 April 2020.
7 Mark Sorour received US$13 078.95 from MIH Holdings Proprietary Limited for the period 1 April 2020 to 31 March 2021. This payment relates to the increased cost of medical aid for retired members of the MMED medical aid scheme
as a result of the unbundling of MultiChoice Group. The company will provide an annual allowance to cover the difference in cost for retired scheme members during FY20 and FY21 only. This is not disclosed in the above table.
8 Appointed on 26 June 2020 as a director of Naspers and on 18 August 2020 as a director of Prosus.
Naspers integrated annual report 2021
139
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of
remuneration policy continued
Figure 1
Executive and non-executive directors’ interest in Naspers shares
The non-executive directors of Naspers had the following interests in Naspers A ordinary shares on 31 March 2021:
General notes
Directors’ fees include fees for services as directors,
where appropriate, of Prosus N.V. and Media24
Proprietary Limited. An additional fee may be paid
to directors for work done as directors with specific
expertise. Committee fees include fees for
attending meetings of the audit committee, risk
committee, human resources and remuneration
committee, nominations committee and the
Naspers social, ethics and sustainability committee.
Non-executive directors are subject to regulations
on appointment and rotation in terms of Naspers’s
memorandum of incorporation, Prosus’s articles of
association, Dutch legal requirements and the
South African Companies Act.
With effect from 15 April 2021, Angelien Kemna
was appointed as an independent non-executive
director. Mrs Kemna holds no Prosus N, A1 or
Naspers N, A ordinary shares.
The group arranges for, and pays, directors’ and
officers’ liability insurance for the directors and
officers of the group.
As at the date of this report, the group has not
provided any personal loans, advances or
guarantees to the executive and non-executive
directors.
Koos Bekker and Cobus Stofberg each has an
indirect 25% interest in Wheatfields 221 Proprietary
Limited, which controls 168 605 Naspers
Beleggings (RF) Limited ordinary shares,
16 860 500 Keeromstraat 30 Beleggings (RF)
Limited ordinary shares, 179 988 (2020: 179 988)
Naspers A shares and 657 609 (2020: 657 609)
Prosus A1 shares.
Compliance
There were no deviations from the executive and
non-executive directors’ remuneration policy in
FY21.
Name
SJZ Pacak
JDT Stofberg
Total
31 March 2021
Naspers A ordinary shares
Beneficial
Direct
–
–
–
Indirect
105
175
280
Total
105
175
280
31 March 2020
Naspers A ordinary shares
Beneficial
Direct
–
–
–
Indirect
105
175
280
Figure 2
The executive and non-executive directors had the following interests in Naspers N ordinary shares on 31 March 2021:
31 March 2021
Naspers N ordinary shares
31 March 2020
Naspers N ordinary shares
Name
JP Bekker
EM Choi
HJ du Toit2
CL Enenstein
DG Eriksson
M Girotra
RCC Jafta
FLN Letele
D Meyer
R Oliveira de Lima
SJZ Pacak 3
TMF Phaswana4
V Sgourdos5
MR Sorour6
JDT Stofberg
BJ van der Ross
B van Dijk
Y Xu
Total
Direct
–
–
3 512
–
–
–
–
1 474
–
–
316 635
–
32 483
2 145
183 317
2 550
51 809
–
593 925
Beneficial
Indirect1
4 688 691
–
–
415
–
–
–
–
–
–
134 000
–
98 410
159 295
291 888
820
1 003 928
–
6 377 447
Total
4 688 691
–
3 512
415
–
–
–
1 474
–
–
450 635
–
130 893
161 440
475 205
3 370
1 055 737
–
6 971 372
Direct
–
–
–
–
–
–
–
1 474
–
–
376 635
–
32 483
2 145
183 317
2 550
51 809
–
650 413
Beneficial
Indirect
4 688 691
–
–
415
–
–
–
–
–
–
111 548
830
87 367
165 024
291 888
820
922 451
–
6 269 034
Total
105
175
280
Total
4 688 691
–
–
415
–
–
–
1 474
–
–
488 183
830
119 850
167 169
475 205
3 370
974 260
–
6 919 447
1 Naspers SOs that have been released (vested), but have not yet been exercised, are included in the indirect column. Bob van Dijk – 1 003 928 (2020: 922 451). Basil Sgourdos – 98 410 (2020: 87 367). Steve Pacak – 54 000 (2020: 54 000).
2 On 4 December 2020, in two separate transactions, Hendrik du Toit acquired in total 2630 shares on market. The first transaction for 600 Naspers N ordinary shares was at an average price of R3 188.83 per share and the second
transaction for 2030 Naspers N ordinary shares was at an average price of R3 209.70 per share. On 9 December 2020, Hendrik du Toit acquired 882 Naspers N ordinary shares in his own name at an average price of R3 150 per share.
3 On 23 July 2020, Steve Pacak sold 37 548 Naspers N ordinary shares on market at an average price of R3 221.13 per share. On 23 December 2020, Steve Pacak transferred 60 000 Naspers N ordinary shares held in his own
name to his family trust. This transaction was concluded off market.
4 Resigned as a director of Prosus and Naspers on 1 April 2020.
5 On 6 July 2020, Basil Sgourdos exercised 6 667 Naspers N ordinary share options originally offered to him in September 2010. Basil disposed of the Naspers N ordinary shares he received. The full net gain after tax on disposal
of these shares was reinvested into the group in the form of Prosus N.V. bonds, which he bought on the open market.
6 On 6 August 2020, Mark Sorour exercised 18 629 Naspers N ordinary share options originally offered to him in July 2012. Mark disposed of the Naspers N ordinary shares he received at an average price of 3230.49122 per share.
Naspers integrated annual report 2021
140
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Implementation of remuneration policy continued
Non-executive directors’ fees
In US$ (unless otherwise stated)
Board
Chair2
Member
Daily fees when travelling to and
attending meetings outside home
country
Committees
Audit committee
Risk committee
Human resources and remuneration
committee
Nomination committee
Chair
Member
Chair
Member
Chair
Member
Chair
Member
Social, ethics and sustainability committee
Chair
Other
Member
Trustee of group
share schemes/other personnel
funds
Naspers:
31 March 20221
Prosus:
31 March 20221
156 973
62 789
1 050
38 675
15 470
22 972
9 189
27 177
10 871
14 648
5 859
20 104
8 042
366 270
146 508
2 450
90 241
36 096
53 601
21 440
63 413
25 365
34 178
13 671
46 909
18 764
R16 934
R39 514
31 March
20221
523 243
209 297
3 500
128 915
51 566
76 573
30 629
90 590
36 236
48 825
19 530
67 013
26 805
R56 448
31 March
2021
498 325
199 330
3 500
122 775
49 110
72 925
29 170
86 275
34 510
46 500
18 600
63 825
25 530
R53 760
1 Following the listing of Prosus on Euronext Amsterdam, Naspers non-executive directors serve on the boards of both Naspers and Prosus. As a result of the non-executive directors assuming these dual responsibilities, the proposed fees will be split between Naspers and Prosus, on a 30/70 basis.
2 The chair of Naspers does not receive additional remuneration for attending meetings or being a member of or chairing any committee of the board.
Naspers integrated annual report 2021
141
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Additional information
Graphic overview of our LTI plans
SAR
How does a share appreciation right (SAR) work?
SO
How does a stock option (SO) work?
Percentage
of SARs
vesting
25%
Awarded:
10 000 SARs at
a value of US$10
per SAR
1st
anniversary
of grant
(year one)
25%
2nd
anniversary
of grant
(year two)
25%
3rd
anniversary
of grant
(year three)
25%
4th
anniversary
of grant
(year four)
Total
number
of SARs
vested
2 500
5 000
7 500
10 000
Offered: 400 SOs,
and the closing
price on the grant
date is US$100 per
scheme share
Share
option
vestings
SOs
available
at this
vesting
date
25%
1st
anniversary
of grant
(year one)
25%
2nd
anniversary
of grant
(year two)
25%
3rd
anniversary
of grant
(year three)
25%
4th
anniversary
of grant
(year four)
100
200
300
400
After two years the employee, assuming they didn’t exercise their first 2 500 after year one, they may exercise
5 000 of their 10 000 SARs. If the value of an SAR at this point has increased to US$14, the employee made a
gain of US$4 per SAR, giving the employee a total gain of US$20 000 (5 000 SARs x US$4 gain per SAR).
So, if exercised, the employee would be awarded a value of US$20 000.
Let’s say that two years after the grant date, the employee chooses to exercise and pay for 200 scheme
shares, ie US$100 x 200 = US$20 000; if the market price of a scheme share has increased to say US$120,
and the employee decides to sell them, that is a gain of US$20 per share. This means the employee shares
in the success of the group by earning a benefit of US$4 000, ie US$20 x 200 scheme shares.
PSU
How does a performance share unit (PSU) work?
RSU
How does a restricted share unit (RSU) work?
Achievement of
performance condition
Continued
employment
Award made:
Performance
conditions and
vesting period
specified
at grant
3rd
anniversary
of grant
(year three)
If yes
According to
number of
shares released
to participant
(0% to 200% of
awarded PSUs)
Awarded:
200 RSUs
The vesting of a PSU is determined not just by time. In order for an award to vest, certain business performance
conditions must also be met.
RSU
vestings
Date
Total
number
of RSUs
vested
25%
1st
anniversary
of grant
(year one)
25%
2nd
anniversary
of grant
(year two)
25%
3rd
anniversary
of grant
(year three)
25%
4th
anniversary
of grant
(year four)
50
100
150
200
Employee is awarded 200 RSUs on grant date. On each of the vesting dates they will automatically receive
50 shares. Let’s assume that on the first vesting date the price is US$100 per share, the employee would then
receive a benefit, at that point, to the value of US$5 000, ie 50 shares times an assumed US$100 per share.
Note: the CEO and his direct reports are not eligible to receive RSUs.
Naspers integrated annual report 2021
142
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Additional information continued
LTI policies
Date and price of SOs, SARs and PSUs/RSUs
Our LTI policy does not allow for the backdating of
LTI awards, or for the offer price to be adjusted so
as to bring underwater SOs or SARs ‘into the
money’. There is no strike price for a PSU or an
RSU, these are full-value shares and PSUs vest only
on the achievement of the performance conditions
determined at grant.
Offer prices may be adjusted within the rules of the
scheme to take account of material structural
changes to the group, for example, when Prosus
was listed in 2019, Naspers shareholders and
employees holding Naspers SOs received Prosus
capitalisation/Naspers N capitalisation shares
(depending on which share trust they participated
in), linked to each option.
LTI dividend policy
Employees of the Naspers group holding unvested
SOs, RSUs or PSUs do not receive ordinary
dividends. Upon vesting, then participants are
treated as per all other shareholders with regard
to ordinary dividends.
Prudent approach
Vesting periods are conservative relative to the
companies with which we compete for talent. Our
LTI plans typically vest over four years, with equal
tranches vesting annually. The PSU plan has a
three-year cliff-vesting. Across the consumer internet
sector, a three- or four-year vesting period is
commonly observed, with grants often vesting
monthly after the first year.
In FY21 we have broadened the use of RSUs as an
effective LTI for our employees. RSUs are a
common and widely spread LTI vehicle across the
competitive consumer technology sector. RSUs will
continue to be complemented with SAR allocations
on our unlisted assets, aligning the incentive to the
performance delivery and value creation in
theunderlying business segments. With that, RSUs
do not come in addition to SARs, but are part of
the blend of LTI offered.
Note that RSUs are not available to the CEO, CFO,
or other senior executives across the group.
Our SAR and SO plans typically have a 10-year
expiry term. This is a common term length across
the consumer internet sector where early-stage
businesses take longer to reach maturity and
create shareholder value.
LTI scheme limits
We place limits on how much of the capitalisation
(CAP) table is available for employee
compensation. In general, no more than 5% of the
Naspers CAP table can be used for unvested
employee compensation. For the SARs plans that
relate to our unlisted assets, no more than 15% of
the CAP table can be used for unvested employee
compensation. Depending on the life stage of the
business, the scheme limit can be lower. When the
business takes funding from Naspers, the SARs
scheme is diluted as additional shares are issued.
Offer price
Also called grant price, strike price or purchase
price. The price of the share on the date the share
option or SAR was granted, at which the participant
can buy the share at a later date (or in the case of
a SAR, use to calculate a gain).
Exercise price
The price of the share at the time the participant
chooses to exercise their SOs or SARs. The value
gain to the participant is calculated by subtracting
the offer price from the exercise price.
Offer date
Also called grant date. The date on which an LTI is
offered to the participant, giving that participant
the right to buy or receive shares at a date in
the future.
Performance management
Pay for performance is one of the pillars of our
reward philosophy. Personal performance and
business performance are the determining factors
in whether an individual receives a base salary
increase, an annual performance-related incentive
payout and/or an LTI in the form of SOs or SARs,
PSUs (for executives only) or RSUs (not for
executives).
Personal goals are arrived at as an outcome of the
annual business planning process. As budgets and
operating plans are designed prior to the end of
the financial year, so too are the personal
performance goals at an individual level. These
goals, if achieved, drive the accomplishment of the
financial and operating plan of the business.
Managers engage in continuous conversations with
their people throughout the financial year to ensure
that their plans are on track. At the end of the
financial year both the overall performance of the
business and the individual’s achievement of their
personal goals are considered, and this may
translate into the payment of an annual
performance-related STI. While we do not
force-rank performance scores, we do expect that
any performance-related incentive payments reflect
the overall performance where appropriate.
Individuals who have performed well against their
performance-related incentive goals, are eligible
to be considered for an LTI grant and a pay
increase. Only strong performers are considered
for LTI awards.
Naspers integrated annual report 2021
143
Group overview
Group overview
Performance review
Performance review
Sustainability review
Sustainability review
Governance
Governance
Financial statements
Financial statements
Further information
Further information
Financial
statements
Contents
146 Chief executive and financial director
responsibility statement
146 Statement of responsibility
by the board of directors
147 Independent auditor’s report
148 Summarised consolidated
annual financial statements
Naspers integrated annual report 2021
144
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Summarised consolidated annual financial statements
Contents
Chief executive and financial director responsibility statement
Statement of responsibility by the board of directors
Independent auditor’s report on the summary consolidated financial statements
Summarised consolidated income statement
Summarised consolidated statement of comprehensive income
Summarised consolidated statement of financial position
Summarised consolidated statement of changes in equity
Summarised consolidated statement of cash flows
Notes to the summarised consolidated financial statements
Report on assurance engagement on the pro forma financial information
Page
146
146
147
148
148
149
150
152
153 to 171
172 to 173
Naspers integrated annual report 2021
145
145
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Chief executive and financial director
responsibility statement
The directors, whose names are stated below, hereby confirm that:
a. the annual financial statements set out on pages 148 to 171, fairly present in all material respects
the financial position, financial performance and cash flows of the issuer in terms of IFRS;
b. no facts have been omitted or untrue statements made that would make the annual financial
statements false or misleading;
c. internal financial controls have been put in place to ensure that material information relating to the
issuer and its consolidated subsidiaries have been provided to effectively prepare the financial
statements of the issuer; and
d. the internal financial controls are adequate and effective and can be relied upon in compiling the
annual financial statements, having fulfilled our role and function within the combined assurance
model pursuant to principle 15 of the King Code. Where we are not satisfied, we have disclosed to
the audit committee and the auditors the deficiencies in design and operational effectiveness of the
internal financial controls and any fraud that involves directors, and have taken the necessary
remedial action.
Bob van Dijk
Chief executive
19 June 2021
Basil Sgourdos
Financial director
Statement of responsibility by the board of directors
for the year ended 31 March 2021
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 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.
The directors accept responsibility for the 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 summarised consolidated annual financial statements 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 147.
The summarised consolidated annual financial statements were approved by the board of directors on
19 June 2021 and are signed on its behalf by:
Koos Bekker
Chair
19 June 2021
Bob van Dijk
Chief executive
Naspers integrated annual report 2021
146
146
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Independent auditor’s report on the summarised consolidated
financial statements
To the Shareholders of Naspers Limited
Our opinion
The summarised consolidated financial statements of Naspers Limited set out on pages 148 to 166 of
the Integrated Annual Report, which comprise the summarised consolidated statement of financial
position as at 31 March 2021, 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 to the summarised consolidated financial statements, are derived from the
audited consolidated financial statements of Naspers Limited for the year ended 31 March 2021.
Auditor’s Responsibility
Our responsibility is to express an opinion on whether the summarised consolidated financial
statements are consistent, in all material respects, with the audited consolidated financial statements
based on our procedures, which were conducted in accordance with International Standard on
Auditing (ISA) 810 (Revised), Engagements to Report on Summary Financial Statements.
In our opinion, the accompanying summarised consolidated financial statements are consistent, in all
material respects, with the audited consolidated financial statements, in accordance with the JSE
Limited’s (JSE) requirements for summary financial statements, as set out in note 2 to the summarised
consolidated financial statements, and the requirements of the Companies Act of South Africa as
applicable to summary financial statements.
PricewaterhouseCoopers Inc.
Director: Vicki Myburgh
Registered Auditor
Johannesburg
19 June 2021
Summarised Consolidated Financial Statements
The summarised consolidated financial statements do not contain all the disclosures required by
International Financial Reporting Standards and the requirements of the Companies Act of South Africa
as applicable to annual financial statements. Reading the summarised consolidated financial
statements and the auditor’s report thereon, therefore, is not a substitute for reading the audited
consolidated financial statements and the auditor’s report thereon.
The Audited Consolidated Financial Statements and Our Report Thereon
We expressed an unmodified audit opinion on the audited consolidated financial statements in our
report dated 19 June 2021. That report also includes communication of key audit matters. Key audit
matters are those matters that, in our professional judgement, were of most significance in our audit of
the consolidated financial statements of the current period.
Director’s Responsibility for the Summarised Consolidated Financial Statements
The directors are responsible for the preparation of the summarised consolidated financial statements
in accordance with the JSE’s requirements for summarised financial statements, set out in note 2 to the
summary consolidated financial statements, and the requirements of the Companies Act of South Africa
as applicable to summary financial statements.
Naspers integrated annual report 2021
147
147
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Summarised consolidated income statement
for the year ended 31 March
Summarised consolidated statement
of comprehensive income
for the year ended 31 March
Profit for the year
Total other comprehensive income/(loss), net of tax, for
the year
Items that may be subsequently reclassified to profit or loss
Translation of foreign operations
Share of equity-accounted investments’ movement in OCI
Items that may not be subsequently reclassified to profit or
loss
Fair-value gains/(losses) on financial assets through OCI
Share of equity-accounted investments’ movement
in OCI and net asset value1
Total comprehensive income for the year
Attributable to:
Equity holders of the group
Non-controlling interests
Notes
11
2021
US$’m
7 268
8 973
2 023
(424)
Restated*
2020
US$’m
3 351
(1 372)
(1 321)
122
555
(292)
6 819
16 241
11 989
4 252
16 241
119
1 979
1 973
6
1 979
1
*
This relates primarily to gains on translation of the group's equity-accounted investment in Tencent as well as increases in share prices of its
listed investments.
Refer to note 2 for details of the group's voluntary change in accounting policy for the subsequent measurement of written put option liabilities
during the current year.
Revenue from contracts with customers
Cost of providing services and sale of goods
Selling, general and administration expenses
Other (losses)/gains – net
Operating loss
Interest income
Interest expense
Other finance income – net
Share of equity-accounted results
Impairment of equity-accounted investments
Dilution gains/(losses) on equity-accounted investments
Net gains on acquisitions and disposals
Profit before taxation
Taxation1
Profit for the year
Attributable to:
Equity holders of the group
Non-controlling interests
Per share information for the year
Earnings per ordinary share (US cents)
Diluted earnings per ordinary share (US cents)
Headline earnings for the year (US$’m)
Headline earnings per ordinary share (US cents)
Diluted headline earnings per ordinary share (US cents)
Net number of ordinary shares issued (’000)
— weighted average for the year
— diluted weighted average for the year
Notes
7
9
8
8
8
11
9
6
2021
US$’m
5 934
(4 088)
(2 932)
(103)
(1 189)
101
(268)
207
7 095
(32)
1 000
308
7 222
46
7 268
5 304
1 964
7 268
1 243
1 204
4 142
970
933
Restated*
2020
US$’m
4 001
(2 692)
(1 960)
(69)
(720)
245
(229)
76
3 932
(21)
(52)
351
3 582
(231)
3 351
3 097
254
3 351
709
690
2 166
496
478
426 823
427 951
436 756
438 481
1 Refer to note 12 for details on the tax credit.
*
Refer to note 2 for details of the group's voluntary change in accounting policy for the subsequent measurement of written put option liabilities
during the current year.
Naspers integrated annual report 2021
148
148
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Summarised consolidated statement of financial position
as at 31 March
Assets
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Investments in associates
Investments in joint ventures
Other investments and loans
Other receivables
Derivative financial instruments
Deferred taxation
Current assets
Inventory
Trade receivables
Other receivables and loans
Derivative financial instruments
Short-term investments
Cash and cash equivalents
Assets classified as held for sale
Total assets
Notes
10
11
14
13
2021
US$’m
46 130
545
2 186
825
40 566
160
1 795
17
9
27
7 687
397
185
1 882
18
1 439
3 758
7 679
8
53 817
Restated*
2020
US$’m
26 807
457
2 237
898
22 235
74
826
5
55
20
9 512
260
139
542
–
4 060
4 303
9 304
208
36 319
Equity and liabilities
Capital and reserves attributable to the group's
equity holders
Share capital and premium
Other reserves
Retained earnings
Non-controlling interests
Total equity
Non-current liabilities
Capitalised lease liabilities
Liabilities – interest bearing
– non-interest bearing
Other non-current liabilities
Post-employment medical liability
Derivative financial instruments
Deferred taxation
Current liabilities
Current portion of long-term debt
Trade payables
Accrued expenses and other current liabilities1
Dividend payable
Provisions
Derivative financial instruments
Bank overdrafts
Liabilities classified as held for sale
Total equity and liabilities
Notes
2021
US$’m
Restated*
2020
US$’m
29 194
932
(3 753)
32 015
11 667
40 861
8 647
240
7 860
48
216
22
32
229
4 309
110
395
3 774
2
17
2
9
4 309
–
53 817
21 750
3 362
(8 846)
27 234
8 178
29 928
4 184
231
3 508
20
205
17
2
201
2 207
67
322
1 711
1
10
38
32
2 181
26
36 319
16
13
1
*
The increase in the carrying amount relates primarily to the current portion of the written put option liabilities and the cash-settled share-based
compensation liability. These liabilities are US$1.3bn and US$977.0m respectively.
Refer to note 2 for details of the group’s voluntary change in accounting policy for the subsequent measurement of written put option liabilities
during the current year.
Naspers integrated annual report 2021
149
149
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Summarised consolidated statement of changes in equity
for the year ended 31 March
Balance at 1 April 2019
Change in accounting policy*
Restated balance at the beginning of the year
Total comprehensive income for the year
Profit for the year (restated)*
Total other comprehensive income for the year
Shares repurchased by group companies1
Treasury share movements
Share-based compensation movements
Share-based compensation expense
Transfers to retained earnings
Other share-based compensation movements2
Transactions with non-controlling shareholders3
Recognition of Prosus's non-controlling interest
Direct equity movements
Direct movements from associates
Realisation of reserves as a result of disposals
Other direct equity movements
Remeasurement of written put option liabilities*
Dividends paid
Other movements4
Balance at 31 March 2020
Share
capital and
premium
US$’m
Foreign
currency
translation
reserve
US$’m
Valuation
reserve
US$’m
Existing
control
business
combination
reserve
US$’m
Share-
based
compensation
reserve
US$’m
4 945
–
4 945
–
–
–
(1 547)
(36)
–
–
–
–
–
–
–
–
–
–
–
–
3 362
(2 070)
–
(2 070)
(1 116)
–
(1 116)
208
–
–
–
–
–
–
4
–
–
4
–
–
–
(2 974)
760
–
760
(437)
–
(437)
–
–
–
–
–
–
–
(42)
(31)
(11)
–
–
–
–
281
(1 127)
(391)
(1 518)
–
–
–
–
–
–
–
–
–
(166)
(6 399)
5
–
–
5
40
–
9
(8 029)
1 698
–
1 698
429
–
429
–
–
(99)
119
(99)
(119)
1
(53)
(112)
(68)
(33)
(11)
–
–
12
1 876
Retained
earnings
US$’m
23 793
391
24 184
3 097
3 097
–
–
–
36
–
99
(63)
(9)
37
145
99
44
2
–
(218)
(38)
27 234
Share-
holders’
funds
US$’m
27 999
–
27 999
1 973
3 097
(1 124)
(1 339)
(36)
(63)
119
–
(182)
(174)
(6 415)
–
–
–
–
40
(218)
(17)
21 750
Non-
controlling
interests
US$’m
132
–
132
6
254
(248)
–
–
(2)
(2)
–
–
233
7 798
–
–
–
–
13
(2)
0
8 178
Total
US$’m
28 131
–
28 131
1 979
3 351
(1 372)
(1 339)
(36)
(65)
117
–
(182)
59
1 383
–
–
–
–
53
(220)
(17)
29 928
Refer to note 2 for details of the group’s voluntary change in accounting policy for the subsequent measurement of written put option liabilities during the current year.
*
1 During the prior year Naspers effected a share repurchase programme.
2 Retained earnings include a decrease of US$479.5 related to the modification of equity-settled schemes (2020: US$62.6m related to the settlement of share-based compensation benefits).
3 Relates primarily to transactions with non-controlling interest amounted to US$1.83bn (2020: US$31.0m). This related primarily to the minority buyout in Movile Mobile Commerce Holdings S.L., MIH Internet Sea Pte Ltd, Letgo Global B.V., Frontier Car Group, Silver Indonesia JVCo B.V. and the share
4
repurchase of Prosus N.V.
The movement in business combination reserve relates mainly to the cancellation of written put option liabilities in the current year of US$57.4m. The movement in retained earnings relates to the transfer of reserves, as a result of various disposals and liquidations US$40.4m. The prior year relates to the
transfer of reserves as a result of various disposals and liquidations, to retained earnings of US$37.4m and existing control business combination reserve of US$8.6m.
5 Dividend paid consists of US$149.0m paid to Naspers shareholders and US$59.2m paid to the non-controlling shareholders of the Naspers group. The dividend was approved on 18 August 2020 and was paid on 17 November 2020.
Naspers integrated annual report 2021
150
150
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Summarised consolidated statement of changes in equity continued
for the year ended 31 March
Balance at 1 April 2020
Total comprehensive income for the year
Profit for the year
Total other comprehensive income for the year
Shares repurchased by group companies1
Share-based compensation movements
Share-based compensation expense
Transfers to retained earnings
Other share-based compensation movements2
Transactions with non-controlling shareholders3
Direct equity movements
Direct movements from associates
Realisation of reserves as a result of disposals
Other direct equity movements
Remeasurement of written put option liabilities*
Other movements4
Dividends paid5
Balance at 31 March 2021
Share
capital and
premium
US$’m
Foreign
currency
translation
reserve
US$’m
3 362
–
–
–
(2 430)
–
–
–
–
–
–
–
–
–
–
–
–
932
(2 974)
1 141
–
1 141
–
–
–
–
–
–
(8)
–
(1)
(7)
–
–
–
(1 841)
Existing
control
business
combination
reserve
US$’m
Share-
based
compensation
reserve
US$’m
(8 029)
–
–
–
–
–
–
–
–
(1 104)
134
–
111
23
(398)
51
–
(9 346)
1 876
548
–
548
–
42
64
(48)
26
(70)
(6)
–
(4)
(2)
–
–
–
2 390
Valuation
reserve
US$’m
281
4 996
–
4 996
–
–
–
–
–
–
(233)
(235)
2
–
–
–
–
5 044
Retained
earnings
US$’m
27 234
5 304
5 304
–
–
(432)
–
48
(480)
(15)
113
235
(108)
(14)
–
(40)
(149)
32 015
Share-
holders’
funds
US$’m
21 750
11 989
5 304
6 685
(2 430)
(390)
64
–
(454)
(1 189)
–
–
–
–
(398)
11
(149)
29 194
Non-
controlling
interests
US$’m
8 178
4 252
1 964
2 288
–
109
109
–
–
(677)
–
–
–
–
(136)
–
(59)
11 667
Total
US$’m
29 928
16 241
7 268
8 973
(2 430)
(281)
173
–
(454)
(1 866)
–
–
–
–
(534)
11
(208)
40 861
Refer to note 2 for details of the group’s voluntary change in accounting policy for the subsequent measurement of written put option liabilities during the current year.
*
1 Refer to note 16 for share repurchase programme in the current year. During the prior year Naspers effected a share repurchase programme.
2 Retained earnings include a decrease of US$479.5m related to the modification of equity-settled schemes (2020: US$62.6m related to the settlement of share-based compensation benefits).
3 Relates primarily to transactions with non-controlling interest amounted to US$1,83bn (2020: US$31.0m). This related primarily to the minority buyout in Movile Mobile Commerce Holdings, MIH Internet Sea Pte Ltd, Letgo Global B.V., Frontier Car Group, Silver Indonesia JVCo B.V. and the share repurchase
4
of Prosus N.V.
The movement in business combination reserve relates mainly to the cancellation of written put option liabilities in the current year of US$57.4m. The movement in retained earnings relates to the transfer of reserves, as a result of various disposals and liquidations US$40.4m. The prior year relates to the
transfer of reserves as a result of various disposals and liquidations, to retained earnings of US$37.4m and existing control business combination reserve of US$8.6m.
5 Dividend paid consists of US$149.0m paid to Naspers shareholders and US$59.2m paid to the non-controlling shareholders of the Naspers group. The dividend was approved on 18 August 2020 and was paid on 17 November 2020.
Naspers integrated annual report 2021
151
151
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Summarised consolidated statement of cash flows
for the year ended 31 March
Cash flows from operating activities
Cash from operations
Interest income received
Dividends received from investments and equity-
accounted investments
Interest costs paid
Taxation paid
Net cash generated from/(utilised in) operating activities
Cash flows from investing activities
Acquisitions and disposals of tangible and intangible assets
Acquisitions of subsidiaries, associates and joint ventures
Disposals of subsidiaries, businesses, associates
and joint ventures
Acquisition of short-term investments1
Maturity of short-term investments1
Loans advanced to related parties
Cash paid for other investments2
Cash movement in other investments
Net cash (utilised in)/generated from investing activities
Cash flows from financing activities
Proceeds from sale of subsidiary shares3
Payments for the repurchase of shares
Proceeds from long- and short-term loans raised
Repayments of long- and short-term loans
Outflow from equity-settled share-based
compensation transactions
Additional investment in existing subsidiaries4
Dividends paid by the holding company
Repayments of capitalised lease liabilities
Additional investment from non-controlling shareholders
Other movements resulting from financing activities
Net cash generated from financing activities
Year ended 31 March
Notes
2021
US$’m
Restated*
2020
US$’m
14
14
14
16
16
(144)
123
459
(253)
(112)
73
(135)
(1 917)
241
(3 088)
5 705
(210)
(1 322)
(5)
(731)
–
(2 340)
4 593
(155)
(117)
(1 704)
(218)
(56)
53
(3)
53
(394)
261
387
(235)
(215)
(196)
(109)
(867)
109
(3 868)
7 022
–
(33)
62
2 316
1 568
(1 426)
1 300
(1 047)
(195)
(68)
(209)
(34)
127
(10)
6
Net movement in cash and cash equivalents
Foreign exchange translation adjustments on cash and cash
equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents classified as held for sale
Cash and cash equivalents at the end of the year
Year ended 31 March
2021
US$’m
(605)
83
4 271
–
3 749
Restated*
2020
US$’m
2 126
(112)
2 276
(19)
4 271
Notes
13
1 Relates to short-term cash investments with maturities of more than three months from date of acquisition.
2 Relates to payments for the group’s fair value through other comprehensive income investments.
3
4 Relates to transactions with non-controlling interests resulting in changes in effective interest of existing subsidiaries. Includes the repurchase of
Proceeds from sale of subsidiary shares net of transaction costs.
Prosus shares on the market in the current year.
Naspers integrated annual report 2021
152
152
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements
for the year ended 31 March 2021
1. General information
Naspers Limited (Naspers or the group) is a global consumer internet group and one of the largest
technology investors in the world. Through Prosus N.V. (Prosus) the group operates and invests in
countries and markets with long-term growth potential, building leading consumer internet companies
that empower people and enrich communities. Prosus has its primary listing on Euronext Amsterdam
and a secondary listing on the JSE Limited’s stock exchange and A2X Markets. Naspers is the majority
shareholder of Prosus.
The summarised consolidated financial statements for the year ended 31 March 2021 have been
authorised for issue by the board of directors on 19 June 2021.
2. Basis of presentation and accounting policies
Information on the summarised consolidated financial statements
The summarised consolidated financial statements for the year ended 31 March 2021 have been
prepared in accordance with International Financial Reporting Standard (IFRS), the South African Institute
of Chartered Accountants (SAICA) Financial Reporting Guides as issued by the Accounting Practices
Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council as
well as the requirements of the Companies Act of South Africa and the JSE Listings Requirements.
The summarised consolidated financial statements do not include all the disclosures required for
complete annual financial statements prepared in accordance with IFRS as issued by the International
Accounting Standards Board (IASB). The accounting policies in these summarised consolidated financial
statements are consistent with those applied in the previous consolidated annual financial statements
for the year ended 31 March 2020, except for the subsequent measurement of written put option
liabilities as further described below.
There were no new or amended accounting pronouncements effective from 1 April 2020 that have a
significant impact on the group’s summarised consolidated financial statements.
The summarised consolidated financial statements presented here report earnings per share, diluted
earnings per share, headline earnings per share and diluted headline earnings per share (collectively
referred to as earnings per share). These are calculated as the relationship of the number of ordinary
shares of Naspers issued (net of treasury shares) as at 31 March 2021, to the earnings and headline
earnings attributable to the shareholders of Prosus. The group has in issue 435 511 058 N ordinary
shares and 961 193 A ordinary shares to shareholders as at 31 March 2021.
All amounts disclosed are in millions of US dollars (US$’m) unless otherwise stated.
Operating segments
The group’s operating segments reflect the components of the group that are regularly reviewed by the
chief operating decision-maker (CODM) as defined in note 42 ‘Segment information’ in the
consolidated financial statements as included in the annual financial statements for the year ended
31 March 2021. The group proportionately consolidates its share of the results of its associates and
joint ventures in its disclosure of segment results in note 5.
Lag periods applied when reporting results of equity-accounted investments
Where the reporting periods of associates and joint ventures (equity-accounted investments) are not
coterminous with that of the group and/or it is impracticable for the relevant equity-accounted investee
to prepare financial statements as of 31 March (for instance due to the availability of the results of the
equity-accounted investee relative to the group’s reporting period), the group applies an appropriate
lag period of not more than three months in reporting the results of the equity-accounted investees.
Significant transactions and events that occur between the non-coterminous reporting periods are
adjusted for. The group exercises significant judgement when determining the transactions and events
for which adjustments are made.
Going concern
The summarised consolidated financial statements are prepared on the going concern basis. Based
on forecasts and available cash resources, the group has adequate resources to continue operations
as a going concern in the foreseeable future. As at 31 March 2021, the group recorded US$5.19bn in
net cash, comprising US$3.76bn of cash and cash equivalents and US$1.44bn in short-term cash
investments. The group had US$7.89bn of interest-bearing debt (excluding capitalised lease liabilities)
and an undrawn US$2.5bn revolving credit facility.
In assessing going concern, the impact of the Covid-19 pandemic on the group’s operations and
liquidity was considered in preparing the forecasts and in assessing the group’s actual performance
against budget. The board is of the opinion that the group has performed well during the current year
and has sufficient financial flexibility to negate the effects on the group and company’s going concern
that could result from the potential negative impact of Covid-19 on the group’s businesses in the year
subsequent to the date of these financial statements. Refer to note 3 for further information on the
impact of the pandemic on the group’s financial results.
Voluntary change in accounting policy for the subsequent measurement of written put
option liabilities
Effective 1 April 2020, the group made a voluntary change to its accounting policy regarding the
subsequent measurement of written put option arrangements with non-controlling shareholders.
Subsequent changes in the carrying value of put option liabilities previously recognised in the income
statement in ‘Other finance income – net’ are now being recognised through equity.
The group considers that the change in the accounting policy will provide more relevant information
about the effects of underlying transactions with non-controlling shareholders. Written put option
arrangements are considered equity transactions because the settlement with non-controlling
shareholders does not result in the loss of control over a subsidiary. Furthermore, as part of the
business combination accounting, the group simultaneously recognises the non-controlling interest on
initial recognition of the written put option liability, because the risks and rewards of ownership are not
deemed to have transferred to the group until the written put option liability is settled.
Naspers integrated annual report 2021
153
153
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
2. Basis of presentation and accounting policies continued
Summarised consolidated statement of changes in equity
Voluntary change in accounting policy for the subsequent measurement of written put
option liabilities continued
The group has adopted this change in accounting policy retrospectively, however the impact is
insignificant to the summarised consolidated statement of financial position as all previous
remeasurements recognised through the income statement are already accumulated in equity as at the
effective date of the change. The previous remeasurements accumulated in retained earnings have
been reclassified to the ‘Existing control business combination reserve’. Consequently, comparative
figures on the statement of financial position have been restated for the reclassification between
retained earnings and other reserves. The carrying value of the written put option liabilities and the
total equity of the group in the comparative periods remain unchanged. The summarised consolidated
income statement and finance income/costs note have been restated for the remeasurement of written
put option liabilities as these are now recognised directly in equity.
Below is a summary of the impact of the change in accounting policy on the summarised consolidated
financial statements including the impact on the group’s basic, diluted and headline earnings per share.
Summarised consolidated income statement
Profit for the year
Attributable to:
Equity holders of the group
Non-controlling interests
Earnings per share (US cents)
Basic
Diluted
Headline earnings (US$’m)
Headline earnings per share (US cents)
Basic
Diluted
Year ended 31 March 2020
Previously
reported
US$’m
3 404
3 137
267
3 404
718
699
2 206
505
487
Change in
accounting
policy1
US$’m
(53)
(40)
(13)
(53)
(9)
(9)
(40)
(9)
(9)
Restated
US$’m
3 351
3 097
254
3 351
709
690
2 166
496
478
1
Represents the impact of the change in accounting policy for the remeasurement of written put option liabilities with non-controlling shareholders
previously recognised in ‘Other finance income – net’.
Share capital and premium
Other reserves
Retained earnings
Non-controlling interests
Total equity
Year ended 31 March 2020
Previously
reported
US$’m
3 362
(8 508)
26 896
8 178
29 928
Change in
accounting
policy1
US$’m
–
(338)
338
–
–
Restated
US$’m
3 362
(8 846)
27 234
8 178
29 928
1
Represents the impact of the change in accounting policy for the remeasurement of written put option liabilities with non-controlling shareholders
previously accumulated in retained earnings that have been reclassified to ‘Existing control business combination reserve’.
3. Significant changes in financial position and performance during
the reporting period
Covid-19 impact on the summarised consolidated financial statements
The global Covid-19 pandemic began to affect the operations of the group towards the end of March
2020. The pandemic has impacted the group’s financial position, financial performance and cash flows
presented in these summarised consolidated financial statements for the year ended 31 March 2021.
The impact of the pandemic on significant accounting matters is discussed below.
Use of significant judgements and estimates
The group has monitored the significant judgements and estimates used to support the reported
assets, liabilities, income and expenses for the year ended 31 March 2021. Areas of judgement and
estimates primarily impacted by the pandemic include the fair value of financial instruments,
impairment testing and the measurement of written put option liabilities.
Fair value of financial instruments
The fair-value measurement of the group’s financial instruments recognised through other
comprehensive income or profit or loss took into account the respective listed prices for our listed
investments, the performance of the investments and any recent transactions that occurred during the
year. No significant fair-value losses have been recognised for these investments during the year.
Impairment testing
The group assessed whether there was an indication of impairment for the assets recognised on the
statement of financial position. Impairment testing was primarily focused on the group’s goodwill,
carrying value of equity-accounted associates and joint ventures, expected credit losses of related
party receivables, trade and other receivables and any inventory writedowns.
Naspers integrated annual report 2021
154
154
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
3. Significant changes in financial position and performance during
the reporting period continued
Covid-19 impact on the summarised consolidated financial statements continued
Goodwill is tested annually as at 31 December or more frequently if a change in circumstance indicates
that it might be impaired. The group assessed its goodwill impairment calculations as well as the
appropriateness of the recoverable amounts taking into account the impact of the Covid-19 pandemic.
The group’s 10-year budgets and forecasts consisted of cash flow projections and included the
anticipated impact of the pandemic. These budgets and forecasts were used to calculate discounted
cash flow valuations and also to identify whether there were any indicators that goodwill allocated to
various cash-generating units (CGUs) was impaired. For the year ended 31 March 2021, the discounted
cash flow valuations of the various Ecommerce CGUs were used as the recoverable amounts. The group
recognised goodwill impairment for the CGU’s whose recoverable amount was lower than its respective
carrying amount. Goodwill impairments relate to those subsidiaries in the respective CGUs whose actual
performance during the current year, budgets and forecasts, taking into account current market
indicators, showed declined revenue growth and profitability than what was previously anticipated. The
group recognised goodwill impairment of US$70.7m (31 March 2020: US$11.8m) during the current year
primarily related to Silver Indonesia JVCo B.V. and Aasaanjobs Private Limited in the Classifieds segment
and US$2.9m (2020: US$2.2m) in the Media segment. The financial results of these subsidiaries showed
a decline in performance from the prior year. Refer to note 10.
Impairment assessments of equity-accounted associates and joint ventures considered the financial
performance of the investments during the year and determined whether there were any significant
indicators, such as material losses, that would result in an impairment. Impairment losses of US$32.4m
(31 March 2020: US$21.0m) were recognised for the group’s equity-accounted associates and joint
venture mainly due to the joint venture closing operations in certain regions and the associates’
performance during the current year falling below expectations.
Inventories are measured at the lower of cost and net realisable value. In determining the appropriate
level of inventory write downs, changes in the ageing of inventory and consumer behaviour due to
Covid-19 were taken into account. Due to the shift of consumers to online ecommerce platforms to
purchase goods, the adverse effects of the pandemic on inventory writedowns were not significant. The
inventory writedown during the year did not have a significant impact on the group’s financial results.
The group recognises an allowance for expected credit losses for its trade and other receivables. The
expected credit loss assessment took into account all reasonable and supportable information about
the likelihood that counterparties would breach their agreed payment terms and any deterioration of
their credit ratings. Where relevant, additional expected credit losses were accounted for when
deemed necessary. Total impairment losses (net of reversals) recognised for trade and other
receivables amounted to US$9.1m as at 31 March 2021 (31 March 2020: US$9.6m). The adverse effects
of the pandemic on expected credit losses for trade and other receivables in relation to increased
revenue were not significant.
Measurement of written put option liabilities
Written put option liabilities are measured at the present value of the expected redemption amount
payable. The settlement amount takes into account the equity values of the group’s subsidiaries who
have these written put option arrangements. The measurement of the written put option liabilities
considers the performance of the group’s subsidiaries in comparison to their budgets and forecasts.
For the 31 March 2021 financial year the group recognised an aggregate decrease in equity for the
remeasurement of written put option liabilities of US$534.2m (31 March 2020 increase of: US$53.0m)
resulting in an increase (31 March 2020: decrease) in the written put option liabilities. The movement in
the put option liability in the current year is predominantly due to growth in the group’s Ecommerce
subsidiaries that resulted in the increase in the equity values used to determine the expected
redemption amount payable. The group has voluntarily changed its accounting policy on the
subsequent measurement of written put option liabilities previously recognised in the income statement
to be recognised in equity. Refer to note 2.
Risk management
The integrated annual report for the year ended 31 March 2021 describes certain risks which could
have an adverse effect on the group’s financial position and results. Those risks are valid and should
be read in conjunction with these summarised consolidated financial statements.
Despite the impact of the Covid-19 pandemic, the group has remained resilient and performed well
during the year ended 31 March 2021. Like most companies, the group faced challenges particularly in
countries where governments took necessary, but drastic action by implementing lockdown regulations
to limit the spread of the disease. However, the continued migration of consumers to online platforms
has had a positive impact on the group and is reflected in the financial position, financial performance
and cash flows generated during the year ended 31 March 2021.
Changes in the settlement and classification of share appreciation right (SAR) schemes
On 24 April 2020, the Naspers board approved a prospective change in the settlement mechanism for
the group’s SAR schemes from equity settled to cash settled. Gains earned by participants upon
exercise of their SAR awards are now settled in cash, rather than in Naspers N ordinary shares. All
other features of the awards including strike price, vesting and expiry periods remain unchanged. The
fair value of the SAR awards on the effective date of the change was US$322m and is recognised as a
share-based payment liability. The share-based payment reserve related to these SAR awards was
US$80m. The change in settlement has been accounted for as a modification, with the difference
between the existing share-based payment reserve and the share-based payment liability being
recognised through retained earnings in equity. The SAR schemes are accounted for in terms of the
group’s accounting policy in respect of cash-settled share-based payments.
Naspers integrated annual report 2021
155
155
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
4. Independent audit
The summarised consolidated financial statements have been audited by the company’s auditor, PricewaterhouseCoopers Inc. (PwC). The individual auditor assigned to perform the audit is Vicky Myburgh. PwC’s
unqualified audit reports on the consolidated annual financial statements and the summarised consolidated financial statements for the year ended 31 March 2021 are available for inspection at the registered
office of the company. The auditor’s report does not necessarily cover all the information contained in the summarised consolidated financial statements. Shareholders are therefore advised that, in order to obtain a
full understanding of the nature of the auditor’s work, they should obtain a copy of that report, together with the consolidated annual financial statements from the registered office of the company. These documents
will be available from the company’s registered office from 21 June 2021.
5. Segmental review
Ecommerce
— Classifieds
— Payments and Fintech
— Food Delivery
— Etail
— Travel
— Other
Social and Internet Platforms
— Tencent
— Mail.ru
Media
Corporate segment
Intersegmental
Total economic interest
Less: Equity-accounted investments
Total consolidated
Revenue
Year ended 31 March
Adjusted EBITDA1
Year ended 31 March
Trading (loss)/profit2
Year ended 31 March
2021
US$’m
6 849
1 609
577
1 486
2 856
–
321
22 526
22 155
371
211
–
–
29 586
(23 652)
5 934
2020
US$’m
4 680
1 299
428
751
1 756
146
300
17 189
16 779
410
272
–
(5)
22 136
(18 135)
4 001
%
change
46
24
35
98
63
(100)
7
31
32
(10)
(22)
–
100
34
(30)
48
2021
US$’m
(261)
74
(59)
(313)
110
–
(73)
7 229
7 151
78
(2)
(146)
–
6 820
(6 903)
(83)
2020
Restated*
US$’m
%
change
(681)
92
(60)
(596)
(22)
(19)
(76)
5 455
5 328
127
15
(151)
–
4 638
(4 987)
(349)
62
(20)
2
47
>100
100
4
33
34
(39)
(113)
3
–
47
(38)
76
2021
US$’m
(439)
15
(68)
(355)
61
–
(92)
6 154
6 126
28
(8)
(152)
–
5 555
(5 779)
(224)
2020
Restated*
US$’m
(823)
44
(67)
(624)
(63)
(22)
(91)
4 699
4 601
98
8
(159)
–
3 725
(4 200)
(475)
%
change
47
(66)
(1)
43
>100
100
(1)
31
33
(71)
>(100)
4
–
49
(38)
53
* During the current year, the way that corporate costs are presented to the CODM has been changed. Corporate costs, previously allocated and disclosed in the ‘Other ecommerce’ subsegment, are now included in the ‘Corporate segment’. This provides more clarity on the total corporate costs incurred
by the group. This change had no impact on the overall group trading (loss)/profit.
1 Adjusted EBITDA is a non-IFRS measure that represents operating profit/loss, as adjusted to exclude depreciation; amortisation; retention option expenses linked to business combinations; other losses/gains — net, which includes dividends received from investments, profits and losses on sale of assets,
fair-value adjustments of financial instruments, impairment losses, compensation received from third parties for property, plant and equipment impaired, lost or stolen, and gains or losses on settlement of liabilities; cash-settled share-based compensation expenses deemed to arise from shareholder
transactions by virtue of employment; and subsequent fair-value remeasurement of cash-settled share-based compensation expenses, equity-settled share-based compensation expenses for group share option schemes as well as those deemed to arise on shareholder transactions (but not excluding
share-based payment expenses for which we have a cash cost on settlement with participants).
Trading profit/(loss) refers to adjusted EBITDA adjusted for depreciation, amortisation of software and interest on capitalised lease liabilities. It is considered a useful measure to analyse operational profitability.
2
Naspers integrated annual report 2021
156
156
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
5. Segmental review continued
Reconciliation of consolidated adjusted EBITDA and trading loss to consolidated operating loss
Year ended 31 March
Consolidated adjusted EBITDA1
Depreciation
Amortisation of software
Interest on capitalised lease liabilities
Consolidated trading loss2
Interest on capitalised lease liabilities
Amortisation of other intangible assets
Other (losses)/gains – net
Retention option expense
Remeasurement of cash-settled share-based incentive expenses
Share-based incentives for share options settled in Naspers Limited shares
Consolidated operating loss
2021
US$’m
(83)
(110)
(16)
(15)
(224)
15
(138)
(103)
(74)
(648)
(17)
(1 189)
2020
US$’m
(349)
(96)
(16)
(14)
(475)
14
(104)
(69)
(61)
–
(25)
(720)
1 Adjusted EBITDA is a non-IFRS measure that represents operating profit/loss, as adjusted to exclude depreciation; amortisation; retention option
expenses linked to business combinations; other losses/gains — net, which includes dividends received from investments, profits and losses on
sale of assets, fair-value adjustments of financial instruments, impairment losses, compensation received from third parties for property, plant
and equipment impaired, lost or stolen, and gains or losses on settlement of liabilities; cash-settled share-based compensation expenses
deemed to arise from shareholder transactions by virtue of employment; and subsequent fair-value remeasurement of cash-settled share-based
compensation expenses, equity-settled share-based compensation expenses for group share option schemes as well as those deemed to arise
on shareholder transactions (but not excluding share-based payment expenses for which we have a cash cost on settlement with participants).
Trading profit/(loss) refers to adjusted EBITDA adjusted for depreciation, amortisation of software and interest on capitalised lease liabilities. It is
considered a useful measure to analyse operational profitability.
2
On 24 April 2020, the Naspers Limited board approved a prospective change in the settlement
mechanism for the group’s SARS plans from settlement in Naspers N ordinary shares to using cash
resources for settlement. Accordingly, going forward these plans have been classified as cash-settled
share-based payment expenses at both Prosus and Naspers.
In October 2020, the board approved a change to the group’s definition to adjusted EBITDA and
trading profit/(loss) related to the treatment of SAR share-based compensation benefits. Adjusted
EBITDA and trading profit/(loss) now include the impact of the group’s SAR share-based compensation
expenses based on the grant date fair value for cash-settled share-based compensation benefits. The
non-IFRS measures therefore exclude the subsequent remeasurement of the group’s cash-settled
share-based compensation benefits. These non-IFRS measures are aimed to reflect a stable measure
of the group’s operations. From April 2020, since the change in the settlement mechanism, the CODM
reviews these two non-IFRS measures to include the impact of the grant date fair value of the group’s
cash-settled share-based compensation benefits. The CODM reviews these measures excluding the
subsequent remeasurement because the volatility in the fair value of our ecommerce portfolio may
distort the operating performance of the group’s segments. While this presentation is different from
what was reported for the six months ended 30 September 2020, the CODM simultaneously reviewed
segment information for these non-IFRS measures without the subsequent fair value remeasurement
during this period. Accordingly, in October 2020, subsequent to the board approval of the change to
the definition of these non-IFRS measures, the September 2020 results were restated. This ensured that
these non-IFRS measures were presented on a similar basis for the financial year. Including only the
grant date fair value of the group’s cash-settled share-based compensation benefits is consistent with
how the CODM reviewed these measures prior to the modification of the SARs to a cash-settled
scheme and as a result the prior period presented does not require restatement. The group has
applied this new definition for adjusted EBITDA and trading profit from April 2020 in these summarised
financial statements.
On an economic-interest basis, this non-IFRS measure will continue to include the group’s proportionate
share of its associate cash-settled share-based compensation expenses and excludes the share of its
associate equity-settled share-based compensation expenses.
6. Headline earnings
Headline earnings represent net profit for the year attributable to the group’s equity holders, excluding
certain defined separately identifiable remeasurements relating to, among others, impairments of
tangible assets, intangible assets (including goodwill) and equity-accounted investments, gains and
losses on acquisitions and disposals of investments as well as assets, dilution gains and losses on
equity-accounted investments, remeasurement gains and losses on disposal groups classified as held
for sale and remeasurements included in equity-accounted earnings, net of related taxes (both current
and deferred) and the related non-controlling interests. These remeasurements are determined in
accordance with Circular 1/2019, headline earnings, as issued by the South African Institute of
Chartered Accountants, at the request of JSE Limited in relation to the calculation of headline earnings
and disclosure of a detailed reconciliation of headline earnings to the earnings numbers used in the
calculation of basic earnings per share in accordance with the requirements of IAS 33 – Earnings per
Share, under the JSE Listings Requirements.
Naspers integrated annual report 2021
157
157
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
6. Headline earnings continued
7. Revenue from contracts with customers
A reconciliation of net profit attributable to shareholders to headline earnings is outlined below.
Calculation of headline earnings
Net profit attributable to shareholders
Adjusted for:
— impairment of property, plant and equipment and other assets
— impairment of goodwill and other intangible assets
— gain recognised on loss of control
— gain recognised on loss on of significant influence
— gains recognised on disposals of investments
— remeasurement of previously held interest
— dilution (gains)/losses on equity-accounted investments
— remeasurements included in equity-accounted earnings1
— impairment of equity-accounted investments
Total tax effects of adjustments
Total adjustment for non-controlling interest
Headline earnings
Year ended 31 March
2021
US$’m
5 304
11
72
–
–
(360)
–
(1 000)
(102)
32
3 957
(173)
358
4 142
Restated*
2020
US$’m
3 097
–
13
(17)
(13)
(391)
(73)
52
(622)
21
2 067
11
88
2 166
*
Refer to note 2 for details of the group’s voluntary change in accounting policy for the subsequent measurement of written put option liabilities
during the current year.
1 Remeasurements included in equity-accounted earnings include US$1.1bn (2020:US$ 841.9m) relating to gains arising on acquisitions and
disposals by associates and US$932.5m (2020: US$226.7m) relating to impairment of assets recognised by associates.
Online sale of goods revenue
Classifieds listings revenue
Payment transaction commissions and fees
Mobile and other content revenue
Food Delivery revenue
Advertising revenue
Comparison shopping commissions and fees
Printing, distribution, circulation, publishing
and subscription revenue
Other revenue
Reportable segment(s)
where revenue is included
Classifieds and Etail
Classifieds
Payments and Fintech
Other Ecommerce
Food Delivery
Various
Other Ecommerce
Media
Various
Year ended 31 March
2021
US$’m
3 343
725
513
147
733
142
–
117
214
5 934
2020
US$’m
1 868
790
380
173
310
201
22
137
120
4 001
Revenue is presented on an economic-interest basis (ie including a proportionate consolidation of the
revenue of associates and joint ventures) in the group’s segmental review and is accordingly not
directly comparable to the above consolidated revenue figures.
8. Finance (cost)/income
Interest income
— loans and bank accounts
— other1
Interest expense
— loans and overdrafts
— capitalised lease liabilities
— other
Other finance income – net
On translation of assets and liabilities
Fair-value adjustments on derivative financial instruments
Year ended 31 March
2021
US$’m
101
77
24
(268)
(247)
(16)
(5)
207
80
127
Restated*
2020
US$’m
245
241
4
(229)
(209)
(14)
(6)
76
47
29
1
*
Includes interest received on tax. Refer to note 12.
Refer to note 2 for details of the group’s voluntary change in accounting policy for the subsequent measurement of written put option liabilities
during the current year.
Naspers integrated annual report 2021
158
158
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
9. Profit before taxation
10. Goodwill
In addition to the items already detailed, profit before taxation has been determined after taking into
account, inter alia, the following:
Movements in the group’s goodwill for the year are detailed below:
Depreciation of property, plant and equipment
Amortisation
— other intangible assets
— software
Impairment losses on financial assets measured at amortised cost
Net realisable value adjustments on inventory, net of reversals1
Other (losses)/gains – net
— impairment of goodwill and other intangible assets
— impairment of property, plant and equipment and other assets
— dividends received on investments
— fair-value adjustments on financial instruments
— gains recognised on loss of significant influence
— Covid-19 donation
— other
Net gains on acquisitions and disposals
— gains recognised on disposal of investments – net
— gains recognised on sale of business – net
— gains recognised on loss of control transactions
— transaction-related costs2
— securities tax paid on internal restructuring
— remeasurement of previously held interest
— other
Year ended 31 March
2021
US$’m
2020
US$’m
110
154
138
16
15
7
(103)
(72)
(11)
5
(4)
–
(13)
(8)
308
242
118
–
(56)
–
–
4
96
59
43
16
17
5
(69)
(13)
–
6
4
13
(84)
5
351
390
–
17
(113)
(18)
73
2
1 Net realisable value writedowns relate primarily to the Etail segment.
2
Includes transaction-related cost regarding acquisition and disposal transactions. The prior year also includes transaction related cost for the
listing of Prosus.
Goodwill
— cost
— accumulated impairment
Opening balance
— foreign currency translation effects
— acquisitions of subsidiaries and businesses
— disposals of subsidiaries and businesses
— transferred to assets classified as held for sale
— impairment
Closing balance
— cost
— accumulated impairment
Year ended 31 March
2021
US$’m
2 324
(87)
2 237
49
43
(72)
–
(71)
2 186
2 350
(164)
2020
US$’m
2 360
(240)
2 120
(278)
566
(7)
(152)
(12)
2 237
2 324
(87)
Goodwill is tested annually as at 31 December or more frequently if there is a change in circumstance
that indicates that it might be impaired. The group assessed its goodwill impairment calculations as
well as the appropriateness of the recoverable amounts taking into account the impact of the Covid-19
pandemic. The group’s 10-year budgets and forecasts consisted of cash flow projections and included
the anticipated impact of the pandemic. These budgets and forecasts were used to calculate
discounted cash flow valuations to identify whether there were any indicators that goodwill allocated to
various CGUs was impaired. The value in use amounts used were considered appropriate based on
the budgets and forecasts taking into account the impact of the pandemic.
Covid-19 has had a broad impact on the group, with the restrictions impacting some businesses
negatively, particularly in the first half of the financial year where they were unable to operate and on
the other hand, having a positive impact on the group’s other major business operations. The positive
impact on the group’s major business operations was predominantly from regions where online
services and sale of goods were the primary solutions for social distancing measures imposed. The
impairment loss recognised as at 31 March 2021, therefore, takes into account the impact of the
pandemic on the group and its CGUs which is the group’s best estimate amid this current uncertain
economic environment. The group recognised goodwill impairment of US$70.7m (31 March 2020:
US$11.8m) during the current year primarily related to Silver Indonesia JVCo B.V. and Aasaanjobs
Private Limited in the Classifieds segment and US$2.9m (2020: US$2.2m) in the Media segment. The
financial results of these subsidiaries showed a decline in performance from the prior year. The group
will continue to monitor the performance of its businesses as circumstances change and/or information
becomes available that may indicate that the goodwill may be impaired.
Naspers integrated annual report 2021
159
159
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
11. Investments in associates
The movements in the carry value of the group’s investments in associates for the year are detailed in
the table below:
Opening balance
— Associates acquired – gross consideration
— Associates disposed of
— Share of current-year changes in OCI and NAV
— Share of equity-accounted results
— Impairment
— Dividends received
— Foreign currency translation effects
— Dilution gains/(losses)1
Closing balance
Year ended 31 March
2021
US$’m
22 235
2 352
(20)
6 819
7 114
(11)
(458)
1 546
989
40 566
2020
US$’m
19 746
437
(575)
129
3 953
(21)
(377)
(999)
(58)
22 235
1
The total dilution gains/(losses) presented in the income statement of US$989.4m (2020: a net dilution loss of US$57.8m) relates primarily to a 4%
dilution in the group’s interest in Delivery Hero of US$834.7m as a result of a share issue as well as the reclassification of a portion of the group’s
foreign currency translation reserves following shareholding dilutions and the partial disposal of associates.
12. Commitments and contingent liabilities
Commitments relate to amounts for which the group has contracted, but that have not yet been
recognised as obligations in the statement of financial position.
Commitments
— capital expenditure
— other service commitments
— lease commitments1
Year ended 31 March
2021
US$’m
155
60
81
14
2020
US$’m
151
29
109
13
1
Lease commitments include the group’s short-term lease arrangements as well as other contractual lease agreements whose commencement
date is after 31 March 2021. Short-term lease commitments relate to leasing arrangements with lease terms of 12 months or less that are not
recognised on the statement of financial position.
The group operates a number of businesses in jurisdictions where taxes are payable on certain transactions
or payments. The group continues to seek relevant advice and works with its advisers to identify and
quantify such tax exposures. Our current assessment of possible withholding and other tax exposures,
including interest and potential penalties, amounts to approximately US$40.5m (2020: US$30.3m).
Furthermore, the group had an uncertain tax position of US$170.8m at 31 March 2020 related to
amounts receivable from tax authorities. In the financial year ended 31 March 2019, the group
concluded that this uncertain tax position was not probable and reflected the uncertainty in the tax
expense recognised during that financial year. In September 2020, the group received this amount and
has recognised it in ‘Taxation’ in the summarised consolidated income statement, where it was
originally recognised. The receipt of the amount has evidenced that no taxation was payable on the
transaction and therefore this cash flow has been classified consistently with the underlying transaction
in the summarised consolidated statement of cash flows.
13. Assets classified as held for sale
In July 2020 the group contributed the assets and liabilities of the US letgo business in exchange for an
equity interest in OfferUp Inc., a US online marketplace. The assets and liabilities of the US letgo
business were classified as held for sale as at 31 March 2020. The transaction was concluded in July
2020. Refer to note 14.
In March 2020 the assets and liabilities of the group’s subsidiary Wavy Global Holdings B.V. (Wavy)
were classified as held for sale as the group signed an agreement to sell its investment to Stockholm-
based customer engagement platform, Sinch AB. The transaction was concluded in February 2021.
Refer to note 14.
Assets and liabilities classified as held for sale are detailed in the table below:
Assets
Property, plant and equipment
Goodwill and other intangible assets
Trade and other receivables
Cash and cash equivalents
Liabilities
Long-term liabilities
Provisions
Trade payables
Accrued expenses and other current liabilities
Year ended 31 March
2021
US$’m
2020
US$’m
8
8
–
–
–
–
–
–
–
–
208
10
152
27
19
26
3
1
4
18
Naspers integrated annual report 2021
160
160
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
14. Business combinations, other acquisitions and disposals
The following relates to the group’s significant transactions related to business combinations and
equity-accounted investments for the year ended 31 March 2021:
In April 2020, OLX Global B.V. (OLX) contributed its subsidiary, Dubizzle Limited (BVI) (Dubizzle), the
leading classifieds platform for users in the UAE, for an interest in Emerging Markets Property Group
(EMPG). EMPG owns and operates bespoke classifieds portals in different emerging markets across
the world, including Bayut in Dubai, Zameen in Pakistan, and Mubawab in Morocco, North Africa. The
total consideration was US$390.5m, including cash of US$75.0m. On disposal of Dubizzle, the group
recognised a gain of US$113.5m in ‘Net gains on acquisitions and disposals’ in the income statement,
including the recycling of the foreign exchange translation reserve. This gain on disposal recognised
from the contribution of Dubizzle is to the extent of the external parties’ interest in EMPG.
Following the transaction, the group holds a 39% effective and fully diluted interest in EMPG. The group
accounts for its interest in EMPG as an investment in associate.
In July 2020, OLX merged its US letgo business with OfferUp, two of America’s most popular apps to
buy and sell in the US. OLX contributed its US letgo business. The total consideration was US$360.0m,
including cash of US$100.0m. On disposal of the US letgo business, the group recognised a gain of
US$114.8m in ‘Net gains on acquisitions and disposals’. This gain on disposal recognised from the
contribution of the US letgo business is to the extent of the external parties’ interest in OfferUp.
Following the transaction, the group holds a 38% effective (35% fully diluted) interest in OfferUp. The
group accounts for its interest in OfferUp as an investment in associate.
In August and October 2020, the group made an additional investment in Remitly Global, Inc. (Remitly)
amounting to US$52.5m and US$14.3m respectively. Remitly is an international remittances company
focused on the consumer segment, primarily in the US, the UK and Canada. Following this investment,
the group holds a 24% effective (20% fully diluted) interest in Remitly. The group continues to account for
its interest in Remitly as an investment in an associate.
In September 2020, Eruditus Learning Solutions Private Limited (Eruditus), a learning platform that
partners with top-tier universities across the US, Europe, Latin America, India and China, announced the
successful completion of its Series D funding round totalling US$113.0m (including secondary sales). The
group, through Naspers Ventures B.V. (Prosus Ventures) participated in the funding round with a
US$59.9m cash contribution. Following the transaction, the group holds a 9% effective (8% fully diluted)
interest in Eruditus. The group accounts for its interest in Eruditus as an investment in associate as a
result of the group’s board representation.
In September 2020 the group made an additional investment amounting to US$25.0m, in Mail.ru, a
leading Russian social networks and instant messaging service. Following this investment, the group
holds a 27% effective interest in Mail.ru. The group continues to account for its interest in Mail.ru as an
investment in an associate.
In October 2020, the group made an additional investment in its joint venture Silver Brazil JVCo B.V.
(OLX Brazil) amounting to US$89.0m. Furthermore, the group provided loan financing to OLX Brazil
amounting to US$171.0m. The capital and loan provided was to finance the joint venture’s investment
acquisitions. The funding was provided jointly by the group and its partner in the joint venture Adevinta
ASA (Adevinta). Accordingly, the group’s effective shareholding in this investment subsequent to the
additional investment remained unchanged. The additional contribution to OLX Brazil is included in the
carrying value of the investment.
In March 2020, MIH Movile Holding B.V. (Movile) signed an agreement to sell its subsidiary Wavy
Global Holdings B.V. (Wavy) to Stockholm listed customer engagement platform, Sinch AB, in exchange
for cash and the issue of 1 534 582 new shares in Sinch AB (which represents at the reporting date a
2% equity investment). The transaction obtained regulatory approval and was closed in February 2021.
The total proceeds on disposal of Wavy was US$310.2m, including cash of US$63.4m. On disposal of
Wavy, the group recognised a total gain of US$275.8m, comprising of US$101.3m recognised in ‘Net
gains on acquisitions and disposals’ and a gain of US$174.5m recognised in ‘Other finance income –
net’ as a result of fair-value gains on the 1 534 582 Sinch AB listed shares from the signing date of the
agreement until the closing date. The gain on disposal recognised in ‘Net gains on acquisitions and
disposals’ includes the recycling of the foreign exchange translation reserve. The group recognised its
interest in Sinch AB as an investment at fair value through other comprehensive income.
The following transactions were entered into in March 2021:
IF-JE participaçoes S.A. (iFood) contributed its 100% subsidiary Come Ya S.A.S. (Come Ya) for a 51%
effective interest in Inversiones CMR S.A.S. (Domicilios.com) for a total consideration of US$44.0m,
including cash of US$7m. Domicilios.com is an online food-delivery platform in Colombia. On disposal
of Come Ya, the group recognised a gain of US$18.6m in ‘Net gains on acquisitions and disposals’.
This gain on disposal recognised from the contribution of Come Ya is to the extent of the external
parties’ interest in Domicilios.com.
Following the transaction, the group holds a 51% effective (51% fully diluted) interest in Domicilios.com.
The group accounts for its interest in Domicilios.com as a joint venture as contractually, the decisions
over its operations require unanimous consent of both shareholders.
Prosus acquired approximately 20.37 million shares in Delivery Hero for US$2.6bn by 31 March 2021 to
offset current and future dilutions in the investment. The acquisition increased the group’s shareholding
by 8% to approximately 24.99% which continues to position the group as the largest shareholder of
Delivery Hero. At 31 March 2021 while legal ownership had transferred for the 8% additional interest,
the access to the returns associated with the ownership had not fully transferred for 4% of this interest.
the effective interest in Delivery Hero recognised at 31 March 2021 was 21% with the remaining 4%
amounting to US$1.2bn recognised as a contractual right to receive the shares or cash included in
‘Other investments’ on the statement of financial position. At 31 March 2021 the 4% was recognised as
a financial instrument at fair value through profit or loss. The fair value recognised represents the
consideration paid for this interest which was subsequently included in the effective interest of the
investment when access to the returns associated with the ownership had transferred. Refer to note 19.
Naspers integrated annual report 2021
161
161
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
15. Non-controlling interest in Prosus N.V.
17. Financial instruments
The Prosus group represents a significant portion of Naspers’s NAV as it comprises the international
ecommerce and internet assets, including the investment in Tencent. On 30 October 2020 the group
announced its intention for Prosus to acquire up to US$5bn of Prosus and Naspers shares. This was
implemented by the acquisition of up to US$1.4bn Prosus N ordinary shares and US$3.6bn Naspers N
ordinary shares on the market. Subsequent to the acquisition of Prosus N ordinary shares the group’s
interest in Prosus N.V. is 73.19% (2020: 72.63%). Accordingly, the 26.81% (2020 27.37%) interest in Prosus
represents a significant non-controlling interest of the group. This non-controlling interest will be entitled
to its share of future earnings of the Prosus group.
The Prosus group prepares its own consolidated financial results which are reported to its shareholders
in accordance with its listing obligations on Euronext Amsterdam. In its results, Prosus discloses various
related party balances and transactions with fellow subsidiaries in the Naspers group. More
information on Prosus’s results is available at www.prosus.com.
16. Significant financing transactions
Bonds issued during the year ended 31 March 2021
In August 2020, the group issued bonds totalling US$2.18bn. These bonds consist of 30-year US$1.00bn
notes carrying a semi-annual fixed interest rate of 4.027% due in 2050, eight-year €500m notes carrying
a fixed interest rate of 1.539% per annum due in 2028, and 12-year €500m notes carrying a fixed
interest rate of 2.031% per annum due in 2032.
In December 2020, the group issued bonds totalling US$2.23bn. These bonds consist of 30-year
US$1.50bn carrying a semi-annual fixed interest rate of 3.832% due in 2051, a tap of €350m due in
2028, and a tap of €250m of its existing notes due in 2032. The 2028 notes were offered at an issue
price yield of 1.211% and will be treated as a single class of the group’s existing €500m 1.539% senior
notes due in 2028. The 2032 notes were offered at an issue price yield of 1.742% and will be treated as
a single class of the group’s existing €500m 2.031% senior notes due in 2032.
The current favourable market backdrop enabled the group to further enhance its average debt
maturity profile while reducing its average cost of funding. The purpose of this offering was to raise
proceeds for general corporate purposes, including potential future M&A activity, and to further
augment the group’s liquidity position. The bonds are listed on the Irish Stock Exchange (Euronext
Dublin).
Share repurchase programme
In October 2020, the group announced its intention to acquire up to US$5bn of Prosus and Naspers
shares. This was implemented by the acquisition of up to US$1.4bn Prosus N ordinary shares and
US$3.6bn Naspers N ordinary shares on the market by Prosus. The Prosus 11 874 493 N ordinary share
repurchase was completed in February 2021 and Prosus had acquired 10 568 947 Naspers N ordinary
shares for US$2.4bn. The group accounts for the Naspers N ordinary shares held by Prosus as treasury
shares. Refer to note 19 for additional Naspers N ordinary shares acquired by Prosus subsequent to
year-end.
The group’s activities expose it to a variety of financial risks such as market risk (including currency risk,
fair-value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk.
The summarised consolidated financial statements do not include all financial risk management
information and disclosures required in the annual consolidated financial statements and should be
read in conjunction with the group’s risk management information disclosed in note 42 of the
consolidated financial statements for the year ended 31 March 2021. There have been no material
changes in the group’s credit, liquidity, market risks or key inputs used in measuring fair value since
31 March 2020.
The fair values of the group’s financial instruments that are measured at fair value at each financial
year-end presented, are categorised as follows:
Fair-value measurements at 31 March 2021 using:
Quoted prices
in active
markets for
identical
assets or
liabilities
(level 1)
US$’m
Carrying
value
US$’m
Significant
other
observable
inputs
(level 2)
US$’m
Significant
unobservable
inputs
(level 3)
US$’m
1 608
1 258
3
9
15
996
2
13
2
30
1 465
4
139
–
–
–
15
–
–
–
–
–
1 242
3
–
–
996
2
–
–
30
16
–
9
–
–
–
13
2
–
Assets
Financial assets at fair value through other
comprehensive income
Financial assets at fair value through profit
or loss
Forward exchange contracts
Derivatives contained in lease agreements
Derivatives contained in acquisition
agreements
Cash and cash equivalents1
Liabilities
Forward exchange contracts
Earn-out obligations
Derivatives embedded in leases
Cross-currency interest rate swap
1 Relates to short-term bank deposits which are money market investments held with major banking groups and high-quality institutions that have
AAA money market fund credit ratings from internationally recognised ratings agencies.
Naspers integrated annual report 2021
162
162
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
17. Financial instruments continued
Assets
Financial assets at fair value through other
comprehensive income
Financial assets at fair value through profit or loss
Cash and cash equivalents1
Derivatives contained in lease agreements
Cross-currency interest rate swap
Liabilities
Forward exchange contracts
Derivatives contained in lease agreements
Earn-out obligations
Interest rate and cross-currency swaps
Fair-value measurements at 31 March 2020 using:
Quoted prices
in active
markets for
identical
assets
or liabilities
(level 1)
US$’m
Carrying
value
US$’m
Significant
other
observable
inputs
(level 2)
US$’m
Significant
unobservable
inputs
(level 3)
US$’m
804
13
650
6
49
38
2
22
–
711
–
–
–
–
–
–
–
–
3
–
650
–
49
38
–
–
–
90
13
–
6
–
–
2
22
–
1 Relates to short-term bank deposits which are money market investments held with major banking groups and high-quality institutions that have
AAA money market fund credit ratings from internationally recognised ratings agencies.
There have been no transfers between levels 1 or 2 during the current year, nor were there any
significant changes to the valuation techniques and inputs used in measuring fair value.
Valuation techniques and key inputs used to measure significant level 2 and level 3 fair values
Level 2 fair-value measurement
Forward exchange contracts – in measuring the fair value of forward exchange contracts, the group
makes use of market observable quotes of forward foreign exchange rates on instruments that have a
maturity similar to the maturity profile of the group’s forward exchange contracts. Key inputs used in
measuring the fair value of forward exchange contracts include: current spot exchange rates, market
forward exchange rates and the term of the group’s forward exchange contracts.
Cross-currency interest rate swap – the fair value of the group’s interest rate and cross-currency swaps
is determined through the use of discounted cash flow techniques using only market observable
information. Key inputs used in measuring the fair value of interest rate and cross currency swaps
include: spot market interest rates, contractually fixed interest rates, foreign exchange rates,
counterparty credit spreads, notional amounts on which interest rate swaps are based, payment
intervals, risk-free interest rates as well as the duration of the relevant interest rate and cross currency
swap arrangement.
Cash and cash equivalents – relate to short-term bank deposits which are money-market investments
held with major banking groups and high-quality institutions that have AAA money market fund credit
ratings from internationally recognised ratings agencies. The fair value of these deposits is determined
by the amounts deposited and the gains or losses generated by the funds as detailed in the
statements provided by these Institutions. The gains/losses are recognised in the income statement.
Financial assets at fair value – relates to a contractual right to receive shares or cash. The fair value
is based on a listed share price on the date the transaction was entered into.
Level 3 fair-value measurements
Financial assets at fair value – relate predominantly to unlisted equity investments. The fair value of
these investments is based on the most recent funding transactions for these investments.
Derivatives contained in lease agreements – relate to foreign currency forwards embedded in lease
contracts. The fair value of the derivatives is based on forward foreign exchange rates that have a
maturity similar to the lease contracts and the contractually specified lease payments.
Earn-out obligations – relate to amounts that are payable to the former owners of businesses now
controlled by the group provided that contractually stipulated post-combination performance criteria
are met. These are remeasured to fair value at the end of each reporting period. Key inputs used in
measuring fair value include: current forecasts of the extent to which management believe performance
criteria will be met, discount rates reflecting the time value of money and contractually specified
earn-out payments.
Naspers integrated annual report 2021
163
163
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
17. Financial instruments continued
Valuation techniques and key inputs used to measure significant level 2 and level 3
fair values continued
Level 3 fair-value measurements continued
The following table shows a reconciliation of the group’s level 3 financial instruments:
31 March 2021
Financial
assets at
FVOCI1
US$’m
Financial
assets at
FVPL2
US$’m
Earn-out
obligations
US$’m
Derivatives
embedded
in leases
US$’m
Balance at 1 April 2020
Additions
Total gains recognised in the income statement
Total gains recognised in other
comprehensive income
Settlements/disposals
Balance at 31 March 2021
90
76
–
24
(51)
139
13
3
–
–
–
16
(22)
(1)
(10)
–
20
(13)
4
3
–
–
7
The carrying value of financial instruments is a reasonable approximation of their fair values except for
the publicly traded bonds detailed below:
Financial liabilities
Publicly traded bonds
31 March 2021
31 March 2020
Carrying
value
US$’m
7 827
Fair
value
US$’m
7 935
Carrying
value
US$’m
3 450
Fair
value
US$’m
3 183
The fair values of the publicly traded bonds have been determined with reference to the listed prices
of the instruments as at the end of the reporting period. The fair values of the publicly traded bonds
are level 2 financial instruments. The publicly traded bonds are listed on the Irish Stock Exchange
(Euronext Dublin).
18. Related party transactions and balances
The group entered into various related party transactions in the ordinary course of business with a
number of related parties, including associates and joint ventures. Transactions that are eliminated on
consolidation as well as gains or losses eliminated through the application of the equity method are
not included.
31 March 2020
Financial
assets at
FVOCI1
US$’m
Financial
assets at
FVPL2
US$’m
Earn-out
obligations
US$’m
Derivatives
embedded
in leases
US$’m
Balance at 1 April 2019
Additions
Total losses recognised in other comprehensive
income
Settlements/disposals
Balance at 31 March 2020
1
2
Financial assets at fair value through other comprehensive income.
Financial assets at fair value through profit or loss.
46
79
(14)
(21)
90
–
13
–
–
13
(7)
(20)
–
5
(22)
1
3
–
–
4
Sale of goods and services to related parties1
EMPG Holdings Limited
Bom Negocio Atividades de Internet Ltda (OLX Brazil)
MakeMyTrip Limited2
Various other related parties
Year ended 31 March
2021
US$’m
2020
US$’m
18
3
–
–
21
–
–
5
1
6
1
The group receives revenue from a number of its related parties in connection with service agreements. The nature of these related party
relationships is that of associates and joint ventures.
2 Revenue earned from MakeMyTrip Limited, relates to payment services provided by PayU, when MakeMyTrip was an associate of the group.
Naspers integrated annual report 2021
164
164
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
18. Related party transactions and balances continued
The balances of advances, deposits, receivables and payables between the group and related parties
are as follows:
Loans and receivables1
Bom Negocio Atividades de Internet Ltda (OLX Brazil)2
Tencent Technology (Shenzhen) Co Ltd
Honor Technology, Inc
Zoop Tecnologia e Meios de Pagamento Ltda (Zoop)
Various other related parties
Less: allowance for impairment of loans and receivables3
Total related party receivables
Less: non-current portion of related party receivables
Current portion of related party receivables
Year ended 31 March
2021
US$’m
2020
US$’m
171
–
–
–
13
–
184
(174)
10
–
90
8
6
3
–
107
(8)
99
1
The group provides services and loan funding to a number of its related parties. The nature of these related party relationships is that of equity-
accounted investments.
2 OLX Brazil acquired an interest in Grupo Zap in the current year. The acquisition was partially funded via a contribution and loan funding from
the group. Refer to note 14. The loan is repayable by October 2035 and is interest free until April 2022. Subsequently interest is charged annually
at SELIC+2%.
Impairment allowance for related parties is based on a 12-month expected credit loss model and was not material.
3
There were no purchases of goods and services from related parties (2020: US$nil), amounts payable
to related parties amounted to US$4.1m (March 2020: US$2.8m). These amounts are not considered
significant and relate to various related parties, most of which are equity-accounted investments of
the group.
19. Events after the reporting period
The following transactions were entered into by the group subsequent to 31 March 2021 up until the
date of signing these summarised consolidated financial statements (19 June 2021):
MIH Ventures B.V. (MIH Ventures), agreed to subscribe for US$100m of newly issued common shares of
Churchill Capital Corp II (Churchill), a special purpose acquisition company listed on the New York
Stock Exchange. In connection to this transaction, Churchill granted MIH Ventures a 30-day option (the
MIH option) to subscribe for up to an additional US$400m of newly issued common shares. At the
same time, Churchill entered into agreements to acquire: (i) Software Luxembourg Holding S.A.
(Skillsoft) in a transaction valued at approximately US$1.3bn (the Skillsoft Merger); and (ii) Albert DE
Holdings Inc. for a consideration valued at approximately US$233m.
The group announced that it exercised the MIH option to invest an additional US$400m in Churchill’s
planned acquisition of Skillsoft. This gives MIH Ventures newly issued common shares, representing up
to 35% of the issued and outstanding Churchill common shares after giving effect to the Skillsoft
acquisition on a fully diluted and as converted basis. MIH Ventures also entered into a strategic
support agreement to provide certain business development and investor relations support services to
Churchill. The group expects to account for its interest in Churchill as an investment in an associate. The
obligation of MIH Ventures to complete its subscription for shares of Churchill is conditional on receipt
of certain regulatory approvals and the completion of the Skillsoft merger by Churchill. Following the
closing of this transaction, the group acquired a 37.6% effective interest (approximately 31.1% fully
diluted) in Churchill for a total consideration of US$500m.
The group sold 2% of Tencent Holdings Limited’s (Tencent) total issued share capital. The sale reduced
its stake in Tencent from approximately 31% to 29%, yielding US$14.6bn in proceeds and a dilution gain
of approximately US$13bn. The group intends to use the proceeds of the sale to increase its financial
flexibility to invest in growth, plus for general corporate purposes.
The group acquired a 14% effective (and fully diluted) interest for US$120m in Kolonial.no (Kolonial),
Norway’s largest online grocery business. The group will account for this investment as an equity-
accounted associate on account of its significant influence over the board of directors.
The group made an additional investment amounting to US$273m, in Bundl Technologies Private
Limited (Swiggy), the operator of a first-party food-delivery marketplace in India. Following this
investment, the group holds a 36% effective interest (33% fully diluted) in Swiggy. The group continues to
account for its interest in Swiggy as an investment in an associate.
The group made an additional investment amounting to US$30m, in NTex Transportation Services
Private Limited (ElasticRun), a software and technology platform for providing transportation and
logistics services in India. Following this investment, the group holds a 24% effective interest (23% fully
diluted) in ElasticRun. The group continues to account for its interest in ElasticRun as an investment in an
associate.
The group made an additional investment amounting to US$62m, in Meesho Inc. (Meesho), a leading
social commerce online marketplace in India that enables independent resellers to build small
businesses by connecting them with suppliers to curate a catalogue of goods and services to sell.
Meesho also provides logistics and payment tools on its platform. Following this investment, the group
holds a 14% effective interest (12% fully diluted) in Meesho. The group continues to account for its
interest in Meesho as an investment in an associate on account of its significant influence over the
board of directors.
The group acquired a 16% effective interest (15% fully diluted) for US$191m in API Holdings Private
Limited (PharmEasy). API Holdings Private Limited owns India’s largest integrated digital healthcare
platforms. The group will account for this investment as an equity-accounted associate on account of its
significant influence over the board of directors.
Naspers integrated annual report 2021
165
165
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2021
19. Events after the reporting period continued
The group made an additional investment amounting to US$153m, in Think & Learn Private Limited
(BYJU’S), India’s largest education company and the creator of India’s largest personalised learning
app. Following this investment, the group holds a 11% effective interest (10% fully diluted) in BYJU’S. The
group continues to account for its interest in BYJU’S as an investment in an associate on account of its
significant influence over the board of directors.
The group acquired the share capital held by non-controlling shareholders of its subsidiary Takealot
Online (RF) Proprietary Limited (Takealot), for US$54.8m. Following the acquisition, the group holds a
100% effective interest (96% fully diluted) in Takealot resulting in the cancellation of the written put option
liability for this subsidiary which will be derecognised. The group is assessing the impact of this
transaction in equity.
The group acquired the share capital held by non-controlling shareholders of its subsidiary Frontier Car
Group Inc. (FCG), for US$43.6m. Following the acquisition, the group holds a 99% effective and fully
diluted interest in FCG resulting in the cancellation of the written put option liability for this subsidiary
which will be derecognised. The group is assessing the impact of this transaction in equity.
The group acquired a 4% effective (and fully diluted) interest for US$84m in UrbanClap Technologies
India Private Limited (Urban Company). Urban Company is one of the largest home services platform
in Asia, with representation in India, UAE, Singapore and Australia. The group will account for this
investment at fair value through other comprehensive income.
The group completed bilateral trades that resulted in an additional investment in Delivery Hero. The
group acquired an additional investment in Delivery Hero in March 2021, which increased its
shareholding by 8% to approximately 24.99%. The additional investment was acquired via the market
and bilateral trades. At 31 March 2021, while legal ownership had transferred for this 8% additional
interest, the access to the returns associated with the ownership had not fully transferred for 4% of this
interest. Accordingly, the effective interest in Delivery Hero recognised at 31 March 2021 was 21% with
the remaining 4% amounting to US$1.2bn recognised as a contractual right to receive the shares or
cash. In May 2021, the bilateral trades for the remaining 4% were completed, resulting in an increase in
the effective shareholding of Delivery Hero to 24.99% as the access to the returns associated with the
ownership for these shares have been transferred. The group paid an additional US$188.0m for the
increase in share price for this interest between March and May 2021. In addition, the financial asset
amounting to US$1.2bn recognised at 31 March 2021 for the right to receive this interest or cash was
derecognised against carrying value of the investment.
The group acquired a 62% effective interest (61% fully diluted) for US$259m in Good Investco B.V.
(GoodHabitz). GoodHabitz B.V. provides educational information online, offering commercial,
management, and technical training services in the Netherlands. The group will account for this
investment as a subsidiary.
The group entered into an agreement to acquire a 100% effective interest for US$1.8bn in Stack
Overflow a leading knowledge-sharing platform for the global community of developers and
technologists. The group expects to account for this investment as a subsidiary. The transaction is
expected to close in the first half of the 2022 financial year.
The group acquired 100% effective interest for US$1.8bn in Stack Overflow. Stack Overflow is a leading
knowledge-sharing platform for the global community of developers and technologist. The group will
account for this investment as a subsidiary.
The group acquired a 13% effective interest (12% fully diluted) for US$84m in Flink SE (Flink). Flink is a
German-based instant grocery delivery company. The group will account for this investment as an
equity-accounted associate on account of its significant influence on the board of directors.
The group acquired a total of 15 570 029 Naspers N ordinary shares as part of the share purchase
programme announced in November 2020. A total of 10 568 947 N ordinary shares for US$ 2.4bn were
acquired as at 31 March 2021 (refer to note 16) and a further 5 001 082 Naspers N ordinary shares for
US$1.1bn were acquired between April and 15 June 2021. The group expects to complete the Naspers
share purchase programme by the end of June 2021 for a total purchase consideration of
approximately US$3.6bn.
The group announced its intention to implement a voluntary share exchange offer to Naspers
shareholders, where Naspers shareholders will be invited to tender their existing Naspers N ordinary
shares for newly issued Prosus N ordinary shares at an exchange ratio of 2.27. Prosus intends to
acquire 45.4% of the issued Naspers N ordinary shares in exchange for newly issued Prosus N ordinary
shares, which would take its overall interest in Naspers to 49.5%, given the Naspers shares Prosus
already owns. In addition, Prosus will issue newly created class B ordinary shares to Naspers which
together with the N ordinary shares held will give it more than 70% of the voting rights of Prosus. Due to
the resulting cross-holding, the transaction would more than double the Prosus free float’s effective
economic interest in the group’s underlying businesses to around 60%. The proposed transaction will be
subject to a minimum acceptance condition of 45.4% of the issued Naspers N Ordinary Shares. The
group intends to account for this transaction primarily within equity as a transaction with shareholders.
Naspers integrated annual report 2021
166
166
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Other information to the summarised consolidated financial statements
for the year ended 31 March 2021
A. Non-IFRS financial measures and alternative performance measures
A.1 Core headline earnings
Core headline earnings represent headline earnings, excluding certain non-operating items.
Specifically, headline earnings are adjusted for the following items to derive core headline earnings: (i)
equity-settled share-based payment expenses on transactions where there is no cash cost to us. These
include those relating to share-based incentive awards settled by issuing treasury shares as well as
certain share-based payment expenses that are deemed to arise on shareholder transactions; (ii)
subsequent fair-value remeasurement of cash-settled share-based incentive expenses (iii) cash-settled
share-based compensation expenses deemed to arise from shareholder transactions by virtue of
employment (iv) deferred taxation income recognised on the first-time recognition of deferred tax
assets as this generally relates to multiple prior periods and distorts current-period performance; (v)
fair-value adjustments on financial and unrealized currency translation differences, as these items
obscure our underlying operating performance; (vi) one-off gains and losses (including acquisition-
related costs) resulting from acquisitions and disposals of businesses as these items relate to changes
in our composition and are not reflective of our underlying operating performance; (vii) the amortisation
of intangible assets recognized in business combinations and acquisitions; and (viii) the donations due
to Covid-19, as these expenses are not considered operational in nature. These adjustments are made
to the earnings of businesses controlled by us as well as our share of earnings of associates and joint
ventures, to the extent that the information is available.
Impact of voluntary change in accounting policy for the subsequent measurement of written put
option liabilities
Effective 1 April 2020, the group made a voluntary change to its accounting policy regarding the
subsequent measurement of written put option arrangements with non-controlling shareholders.
Subsequent changes in the carrying value of written put option liabilities previously recognised in the
income statement in ‘Other finance income - net’ are now recognised through equity. Remeasurements
of written put option liabilities previously recognised in the income statement were adjusted from
headline earnings to derive core headline earnings. Consequently, the change in accounting policy has
no impact on core headline earnings.
Impact of share-based compensation expenses on core headline earnings
Effective April 2020, the group changed the definition of core headline earnings related to the
treatment of the group’s SAR share-based compensation benefits. Core headline earnings include the
impact of the group’s SAR share-based compensation expenses based on the grant date fair value for
cash-settled share-based compensation benefits. The CODM reviews core headline earnings to include
the impact of share-based compensation expenses based on the grant date fair value for all of the
group’s SAR share-based compensation benefits. The non-IFRS measure therefore excludes the
remeasurement portion of the group’s cash-settled share-based compensation benefits. Including only
the grant date fair value of the group’s cash-settled share-based compensation benefits is consistent
with how the CODM reviewed these measures prior to the modification of the SARs to a cash-settled
scheme and, as a result, the prior period presented do not require restatement.
On an economic-interest basis this non-IFRS measure will continue to include the group’s proportionate
share of its associate cash-settled share-based compensation expenses and exclude the share of its
associate equity-settled share-based compensation expenses.
Reconciliation of core headline earnings
Headline earnings (refer to note 6)
Adjusted for:
— equity-settled share-based payment expenses
— remeasurement of cash-settled share-based incentive expenses
— reversal of deferred tax assets
— tax paid on cancellation of shares
— amortisation of other intangible assets
— fair-value adjustments and currency translation differences
— retention option expense
— transaction-related costs
— Covid-19 donations
— Other1
Core headline earnings
Per share information for the year
Core headline earnings per ordinary share (US cents)
Diluted core headline earnings per ordinary share (US cents)2
Net number of ordinary shares issued (’000)
— weighted average for the year
— diluted weighted average
Year ended 31 March
2021
US$’m
4 142
382
648
4
–
332
(2 142)
57
37
9
6
3 475
814
777
Restated*
2020
US$’m
2 166
494
–
–
140
316
(580)
42
118
167
–
2 863
656
637
426 823
427 951
436 756
438 481
1 Other adjustments relate mainly to the increase in provisions related to disposals.
2
The diluted core headline earnings per share include a decrease of US$150.6m (2020: US$70.6m) relating to the future dilutive impact of
potential ordinary shares issued by equity-accounted investees.
Refer to note 2 for details of the group’s voluntary change in accounting policy for the subsequent measurement of written put option liabilities
during the current year.
*
Naspers integrated annual report 2021
167
167
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Other information to the summarised consolidated financial statements continued
for the year ended 31 March 2021
A. Non-IFRS financial measures and alternative performance measures
continued
A.1 Core headline earnings continued
Equity-accounted results
The group’s equity-accounted investments contributed to the summarised consolidated report as
follows:
Share of equity-accounted results
— gains on acquisitions and disposals
— impairment of investments
Contribution to headline earnings
— amortisation of other intangible assets
— equity-settled share-based payment expenses
— fair-value adjustments and currency translation differences
— Covid-19 donations
Contribution to core headline earnings
Tencent
Mail.ru
MakeMyTrip
Delivery Hero
Other
Year ended 31 March
2021
US$’m
7 095
(1 132)
933
6 896
355
735
(2 734)
–
5 252
5 721
(34)
–
(230)
(205)
2020
US$’m
3 932
(842)
227
3 317
301
556
(554)
114
3 734
4 174
70
(13)
(167)
(330)
The group applies an appropriate lag period of not more than three months in reporting the results of
equity-accounted investments.
A.2 Growth in local currency, excluding acquisition and disposals
The group applies certain adjustments to segmental revenue and trading profit reported in the
summarised consolidated financial statements to present the growth in such metrics in local currency
and excluding the effects of changes in the composition of the group. Such underlying adjustments
provide a view of the company’s underlying financial performance that management believes is more
comparable between periods by removing the impact of changes in foreign exchange rates and
changes in the composition of the group on its results. Such adjustments are referred to herein as
‘growth in local currency, excluding acquisitions and disposals’. The group applies the following
methodology in calculating growth in local currency, excluding acquisitions and disposals:
• Foreign exchange/constant currency adjustments have been calculated by adjusting the current
period’s results to the prior period’s average foreign exchange rates, determined as the average of
the monthly exchange rates for that period. The local currency financial information quoted is
calculated as the constant currency results, arrived at using the methodology outlined above,
compared to the prior period’s actual IFRS results. The relevant average exchange rates (relative to
the US dollar) used for the group’s most significant functional currencies, were:
Currency (1FC = US$)
South African rand (ZAR)
Euro (EUR)
Chinese yuan renminbi (CNY)
Brazilian real (BRL)
Indian rupee (INR)
Polish zloty (PLN)
Russian rouble (RUB)
British pound sterling (GBP)
Turkish lira (YTL)
Romanian lei (RON)
Hungarian forint (HUF)
Year ended 31 March
2021
0.0614
1.1691
0.1479
0.1830
0.0135
0.2593
0.0134
1.3152
0.1344
0.2405
0.0033
2020
0.0667
1.1103
0.1433
0.2398
0.0141
0.2569
0.0152
1.2702
0.1692
0.2330
0.0033
• Adjustments made for changes in the composition of the group relate to acquisitions, mergers and
disposals of subsidiaries and equity-accounted investments, as well as to changes in the group’s
shareholding in its equity-accounted investments. For acquisitions, adjustments are made to remove
the revenue and trading profit/(loss) of the acquired entity from the current reporting period and, in
subsequent reporting periods, to ensure that the current reporting period and the comparative
reporting period contain revenue and trading profit/(loss) information relating to the same number of
months. For mergers, adjustments are made to include a portion of the prior period’s revenue and
trading profit/(loss) of the entity acquired as a result of a merger. For disposals, adjustments are
made to remove the revenue and trading profit/(loss) of the disposed entity from the previous
reporting period to the extent that there is no comparable revenue or trading profit/(loss) information
in the current period and, in subsequent reporting periods, to ensure that the previous reporting
period does not contain revenue and trading profit/(loss) information relating to the disposed
business.
Naspers integrated annual report 2021
168
168
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Other information to the summarised consolidated financial statements continued
for the year ended 31 March 2021
A. Non-IFRS financial measures and alternative performance measures
continued
Transaction
Basis of
accounting
A.2 Growth in local currency, excluding acquisition and disposals continued
The following significant changes in the composition of the group during the respective reporting
periods have been adjusted for in arriving at the pro forma financial information:
Year ended 31 March 2021
Transaction
Acquisition of the group’s interest in Shipper
Acquisition of the group’s interest in Eruditus
Acquisition of the group’s interest in Meesho
Acquisition of the group’s interest in EMicro Transit
Acquisition of the group’s interest in Klar
Acquisition of the group’s interest in EMPG
Acquisition of the group’s interest in OfferUp
Acquisition of the group’s interest in DotPe
Acquisition of the group’s interest in FinWizard
Acquisition of the group’s interest in Carsmile
Acquisition of the group’s interest in Kiwi Finance
Acquisition of the group’s interest in Honor
Acquisition of the group’s interest in HCL
Acquisition of the group’s interest in Icon
Acquisition of the group’s interest in Swipe
Acquisition of the group’s interest in Grupo ZAP
Acquisition of the group’s interest in Brainly
Acquisition of the group’s interest in Encuentra
Acquisition of the group’s interest in Max Poster
Acquisition of the group’s interest in Iyzico
Acquisition of the group’s interest in Wibmo
Acquisition of the group’s interest in Red Dot
Acquisition of the group’s interest in Extreme Digital
Acquisition of the group’s interest in ElasticRun
Increase of the group’s interest in Brainly
Increase of the group’s interest in Udemy
Increase in the group’s interest in Swiggy
Increase of the group’s interest in Remitly
Basis of
accounting
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Associate
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Subsidiary
Joint Venture
Associate
Associate
Associate
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
Associate
Associate
Associate
Associate
Reportable
segment
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Media
Media
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Acquisition/
Disposal
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Subsidiary
Step up of the group’s interest in Zoop
Step up of the group’s interest in Frontier Car Group Subsidiary
Subsidiary
Step up of the group’s interest in PaySense
Subsidiary
Disposal of the group’s interest in Apontador
Associate
Disposal of the group’s interest in TruckPad
Subsidiary
Disposal of the group’s interest in Dubizzle
Subsidiary
Disposal of the group’s interest in WeCashAnyCar
Subsidiary
Disposal of the group’s interest in BuscaPé
Subsidiary
Disposal of the groups interest in Wavy
Subsidiary
Disposal of the group’s interest in letgo
Associate
Disposal of the group’s interest in Kreditech
Associate
Disposal of the group’s interest in MakeMyTrip
Subsidiary
Disposal of the group’s interest in LBS
Associate
Dilution of the group’s interest in SimilarWeb
Associate
Dilution of the group’s interest in Delivery Hero
Associate
Dilution of the group’s interest in Tencent
Dilution of the group’s interest in Mail.ru
Associate
Acquisition/
Disposal
Disposal/Acquisition
Disposal/Acquisition
Disposal/Acquisition
Disposal
Disposal
Disposal
Disposal
Disposal
Disposal
Disposal
Disposal
Disposal
Disposal
Disposal
Disposal
Disposal
Disposal
Reportable
segment
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Ecommerce
Social and
Internet
Platforms
Social and
Internet
Platforms
The net adjustment made for all acquisitions and disposals on continuing operations that took place
during the year ended 31 March 2021 amounted to a positive adjustment of US$17m on revenue and a
negative adjustment of US$23m on trading profit. These adjustments include a change in estimate
related to Mail.ru’s deferred revenue in the prior year.
Naspers integrated annual report 2021
169
169
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Other information to the summarised consolidated financial statements continued
for the year ended 31 March 2021
A. Non-IFRS financial measures and alternative performance measures continued
A.2 Growth in local currency, excluding acquisition and disposals continued
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information are presented in the table below:
2020
A
IFRS1
US$’m
4 680
1 299
428
751
1 756
146
300
17 189
16 779
410
272
–
(5)
22 136
Year ended 31 March
2021
B
C
D
E
F2
G3
H4
Group
composition
disposal
adjustment
US$’m
Group
composition
acquisition
adjustment
US$’m
Foreign
currency
adjustment
US$’m
Local
currency
growth
US$’m
(353)
(115)
(11)
(17)
(11)
(146)
(53)
(115)
(54)
(61)
–
–
–
(468)
481
310
37
6
95
–
33
–
–
–
4
–
–
485
(325)
(93)
(28)
(189)
25
–
(40)
736
786
(50)
(14)
–
1
398
2 366
208
151
935
991
–
81
4 716
4 644
72
(51)
–
4
7 035
IFRS1
US$’m
6 849
1 609
577
1 486
2 856
–
321
22 526
22 155
371
211
–
–
29 586
Local
currency
growth
% change
IFRS
% change
55
18
36
>100
57
–
33
28
28
21
(19)
–
80
32
46
24
35
98
63
(100)
7
31
32
(10)
(22)
–
100
34
Revenue
Ecommerce
— Classifieds
— Payments and Fintech
— Food Delivery
— Etail
— Travel
— Other
Social and Internet Platforms
— Tencent
— Mail.ru
Media
Corporate segment
Intersegmental
Group economic interest
Figures presented on an economic-interest basis as per the segmental review.
1
2 A + B + C + D + E.
E/(A + B) x 100.
3
(F/A) – 1 x 100.
4
Naspers integrated annual report 2021
170
170
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Other information to the summarised consolidated financial statements continued
for the year ended 31 March 2021
A.2 Growth in local currency excluding acquisition and disposals continued
The adjustments to the amounts, reported in terms of IFRS, that have been made in arriving at the pro forma financial information are presented in the table below:
2020
A
IFRS1
Restated
US$’m
(823)
44
(67)
(624)
(63)
(22)
(91)
4 699
4 601
98
8
(159)
3 725
Year ended 31 March
2021
B
C
D
E
F2
G3
H4
Group
composition
disposal
adjustment
US$’m
Group
composition
acquisition
adjustment
US$’m
Foreign
currency
adjustment
US$’m
Local
currency
growth
US$’m
100
45
5
17
8
22
3
(72)
(15)
(57)
–
–
28
(50)
(38)
(7)
(3)
(2)
–
–
–
–
–
–
(1)
(51)
(19)
(28)
(3)
(2)
3
–
11
190
194
(4)
3
4
178
353
(8)
4
257
115
–
(15)
1 337
1 346
(9)
(19)
4
1 675
IFRS1
US$’m
(439)
15
(68)
(355)
61
–
(92)
6 154
6 126
28
(8)
(152)
5 555
Local
currency
growth
% change
IFRS
% change
49
(9)
6
42
>100
–
(17)
29
29
(22)
<(100)
3
45
47
(66)
(1)
43
>100
100
(1)
31
33
(71)
<(100)
4
49
Trading profit
Ecommerce
— Classifieds
— Payments and Fintech
— Food Delivery
— Etail
— Travel
— Other*
Social and Internet Platforms
— Tencent
— Mail.ru
Media
Corporate segment*
Group economic interest
* During the current year, the way that corporate costs are presented to the CODM has been changed. Corporate costs, previously allocated and disclosed in the ‘Other Ecommerce’ subsegment, are now included in the ‘Corporate segment’.
This provides more clarity on the total corporate costs incurred by the group. This change had no impact on the overall group trading (loss)/profit.
Figures presented on an economic-interest basis as per the segmental review.
1
2 A + B + C + D + E.
E/(A + B) x 100.
3
4
(F/A) – 1 x 100.
Refer to note 5 for details of the group’s change to the definition of trading profit/(loss).
Naspers integrated annual report 2021
171
171
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
The Board of Directors
Naspers Limited
40 Heerengracht
Cape Town
8001
To the Directors of Naspers Limited
Report on the Assurance Engagement on the Compilation of Pro Forma Financial Information
included in the Naspers Summarised Consolidated Financial Statements for the year ended
31 March 2021
We have completed our assurance engagement to report on the compilation of the pro forma financial
information of Naspers Limited (the “Company”) by the directors. The pro forma financial information,
as set out in note A of the Naspers summarised consolidated financial statements, consists of Pro
Forma information for the year ended 31 March 2021 in order to separately present a measure of Core
headline earnings, a reconciliation between Headline earnings and Core headline earnings and the
contribution of equity accounted investments to Core headline earnings (Core headline earnings
measures) as at 31 March 2021 (note A.1) and to present the impact of foreign currency, excluding
current period acquisitions and disposals, to reflect the constant currency with the prior period (Organic
growth figures) on certain earnings measures as at 31 March 2021 (note A.2). The applicable criteria
on the basis of which the directors have compiled the pro forma financial information are specified in
the JSE Limited (JSE) Listings Requirements and described in notes A.1 and A.2 of the Naspers
summarised consolidated financial statements.
The pro forma financial information has been compiled by the directors in order to separately present
a measure of Core headline earnings, a reconciliation between Headline earnings and Core headline
earnings and the contribution of equity accounted investments to Core headline earnings (Core
headline earnings measures) as at 31 March 2021 (note A.1) and to illustrate the impact of foreign
currency, excluding current period acquisitions and disposals, to reflect the constant currency with the
prior period (Organic growth figures) on certain earnings measures as at 31 March 2021 (note A.2). As
part of this process, information about the Company’s financial performance has been extracted by the
directors from the Company’s financial statements for the year ended 31 March 2021, on which an
audit report has been published.
Directors’ responsibility
The directors of the Company are responsible for compiling the pro forma financial information on the
basis of the applicable criteria specified in the JSE Listings Requirements and described in notes A.1
and A.2 of the Naspers summarised consolidated financial statements.
Our independence and quality control
We have complied with the independence and other ethical requirements of the Code of Professional
Conduct for Registered Auditors, issued by the Independent Regulatory Board for Auditors’ (IRBA
Code), which is founded on fundamental principles of integrity, objectivity, professional competence
and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the
corresponding sections of the International Ethics Standards Board for Accountants’ International Code
of Ethics for Professional Accountants (including International Independence Standards).
The firm applies International Standard on Quality Control 1 and, accordingly, maintains a
comprehensive system of quality control including documented policies and procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulatory
requirements.
Reporting accountant’s responsibility
Our responsibility is to express an opinion about whether the pro forma financial information has been
compiled, in all material respects, by the directors on the basis of the applicable criteria specified in
the JSE Listings Requirements and described in notes A.1 and A.2 of the Naspers summarised
consolidated financial statements, based on our procedures performed.
We conducted our engagement in accordance with the International Standard on Assurance
Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus issued by the International Auditing and Assurance
Standards Board. This standard requires that we plan and perform our procedures to obtain
reasonable assurance about whether the pro forma financial information has been compiled, in all
material respects, on the basis specified in the JSE Listings Requirements.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or
opinions on any historical financial information used in compiling the pro forma financial information,
nor have we, in the course of this engagement, performed an audit or review of the financial
information used in compiling the pro forma financial information.
The purpose of pro forma financial information is solely to separately present a measure of Core
headline earnings, a reconciliation between Headline earnings and Core headline earnings and the
contribution of equity accounted investments to Core headline earnings (Core headline earnings
measures) as at 31 March 2021 (note A.1) and to illustrate the impact of foreign currency, excluding
current period acquisitions and disposals, to reflect the constant currency with the prior period
(Organic growth figures) on certain earnings measures as at 31 March 2021 (note A.2). Accordingly,
we do not provide any assurance that the actual outcome of the event or transaction would have
been as presented. A reasonable assurance engagement to report on whether the pro forma
financial information has been compiled, in all material respects, on the basis of the applicable
criteria involves performing procedures to assess whether the applicable criteria used by the
directors in the compilation of the pro forma financial information provide a reasonable basis for
presenting the financial information on a Pro Forma basis, and to obtain sufficient appropriate
evidence about whether:
• The related pro forma adjustments give appropriate effect to those criteria; and
• The pro forma financial information reflects the proper application of those adjustments to
the unadjusted financial information.
The procedures selected depend on our judgment, having regard to our understanding of the nature of
the Company, the illustrative purpose in respect of which the pro forma financial information has been
compiled, and other relevant engagement circumstances.
Our engagement also involves evaluating the overall presentation of the pro forma financial
information.
Naspers integrated annual report 2021
172
172
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Opinion
In our opinion, the pro forma financial information has been compiled, in all material respects, on the
basis of the applicable criteria specified by the JSE Listings Requirements and described in notes A.1
and A.2 of the Naspers summarised consolidated financial statements.
PricewaterhouseCoopers Inc.
Director: Vicki Myburgh
Registered Auditor
Johannesburg
19 June 2021
PricewaterhouseCoopers Inc., 4 Lisbon Lane, Waterfall City, Jukskei View, 2090
Private Bag X36, Sunninghill, 2157, South Africa
T: +27 (0) 11 797 4000, F: +27 (0) 11 209 5800, www.pwc.co.za
Chief Executive Officer: L S Machaba
The Company’s principal place of business is at 4 Lisbon Lane, Waterfall City, Jukskei View, where a list of directors’ names is available for inspection.
Reg. no. 1998/012055/21, VAT reg.no. 4950174682.
Naspers integrated annual report 2021
173
173
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Further
information
Contents
175 Notice of virtual annual general meeting
181 Form of proxy
182 Notes to the form of proxy
184 Shareholder and corporate information
185 Analysis of shareholders and shareholders’
diary
186 Naspers voting control structure
Naspers integrated annual report 2021
174
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notice of virtual annual general meeting
Notice is hereby given in terms of the Companies
Act 71 of 2008, as amended (the Act), that the
107th annual general meeting of Naspers Limited
(the company or Naspers) will be held (subject to
any adjournment or postponement) on Wednesday,
25 August 2021, at 14:00 (SAST). The annual
general meeting will be conducted entirely, and be
accessible by shareholders, through electronic
communication as envisaged.
Electronic participation by shareholders
Given the various regulations in place as a result of
Covid-19 requiring that social distancing be
adhered to and the number of persons allowed at
gatherings be limited, the annual general meeting
will be conducted entirely through electronic
communications as envisaged in the Act.
To this end, the company has retained the services
of The Meeting Specialist Proprietary Limited (TMS)
to remotely host the annual general meeting on an
interactive electronic platform, in order to facilitate
remote participation and voting by shareholders.
Our transfer secretaries, JSE Investor Services
Proprietary Limited, will act as scrutineer.
Shareholders are strongly encouraged to submit
votes by proxy before the annual general meeting.
Should any shareholder (or representative or proxy
for a shareholder) wish to participate in the annual
general meeting electronically, that shareholder
should apply in writing (including details on how
the shareholder or representative (including proxy)
can be contacted) to TMS, via email at
proxy@tmsmeetings.co.za and at the address
below, to be received by TMS at least seven (7)
business days prior to the annual general meeting
(ie Friday, 13 August 2021) for TMS to arrange for
the shareholder (or representative or proxy) to
provide reasonably satisfactory identification to the
transfer secretaries for the purposes of section
63(1) of the Act and for TMS to provide the
shareholder (or representative or proxy) with details
on how to access the annual general meeting by
means of electronic participation. The written
notification, a form of which is enclosed with this
notice of virtual annual general meeting, should
contain the following:
• A certified copy of the shareholder’s identification
document or passport if the shareholder is an
individual.
• A certified copy of a resolution or letter of
representation given by the shareholder if the
shareholder is a company or juristic person, and
certified copies of identity documents or
passports of the persons who passed the
resolution.
• A valid email address and/or mobile phone
number.
• An indication that you or your proxy not only
wishes to attend the meeting by means of
electronic communication, but also to participate
and vote by means of electronic communication.
Such participants, who have complied with the
notice requirement above, will be contacted
between Friday, 13 August 2021 and Monday,
23 August 2021, via email/mobile phone and will
be provided with the relevant connection details as
well as the passcodes through which you or your
proxy(ies) can participate via electronic
communication and will be advised of the process
for participation via a unique link to the email/
mobile phone number provided in the notification.
Shareholders who are fully verified (as required
under the Act and outlined above) and
subsequently registered at the commencement of
the annual general meeting will be able to
participate in and/or vote by electronic
communication.
Should you wish to participate by way of electronic
communication, you will be required to connect
with the details as provided by the company by no
later than 15 minutes prior to the commencement
of the annual general meeting during which time
registration will take place.
If you choose to participate you will be able to view
a live webcast of the annual general meeting, and
ask directors questions and submit your votes in
real time.
For administrative purposes, and in order to
participate and vote, completed notices for
electronic participation must be received by TMS
via email at proxy@tmsmeetings.co.za before
14:00 (SAST) on Monday, 23 August 2021.
Important dates
The board of directors of the company has
determined, in accordance with section 59(1)(a)
and (b) of the Act, the following important dates:
Event
Record date for receipt
of notice purposes
Notice of meeting
distributed to shareholders
Last date to trade to be
eligible to vote
Record date for voting
purposes
For administration purposes,
forms of proxy to be lodged
by 14:00
Meeting to be held
at 14:00
Results of meeting
released on SENS
Date
Friday,
11 June 2021
Monday,
21 June 2021
Tuesday,
10 August 2021
Friday,
13 August 2021
Monday,
23 August 2021
Wednesday,
25 August 2021
Wednesday,
25 August 2021
Record date, attendance and voting
The record date for the meeting (being the date
used to determine which shareholders are entitled
to participate in and vote at the meeting) is Friday,
13 August 2021. Votes at the annual general
meeting will be taken by way of a poll and not on
a show of hands.
A shareholder entitled to attend and vote at the
meeting is entitled to appoint a proxy to attend,
participate in and vote at the meeting in their
place. A proxy need not be a shareholder of the
company.
Before any person may attend or participate in a
shareholders’ meeting, they must present
reasonably satisfactory identification and the
person presiding at the meeting must be
reasonably satisfied that the right of that person to
participate and vote, either as a shareholder or as
proxy for a shareholder, has been reasonably
verified. Forms of identification include a valid
identity document, driver’s licence and passport.
A form of proxy, which includes the relevant
instructions for its completion, is attached for the
use of holders of certificated shares and ‘own
name’ dematerialised shareholders who wish to be
represented at the virtual annual general meeting.
Completing a form of proxy will not preclude that
shareholder from attending and voting (in
preference to their proxy) at the annual general
meeting.
Holders of dematerialised shares, other than
‘own name’ dematerialised shareholders, who
wish to vote at the virtual annual general
meeting, must instruct their central securities
depository participant (CSDP) or broker
accordingly in the manner and cut-off time
stipulated by their CSDP or broker.
Holders of dematerialised shares, other than ‘own
name’ dematerialised shareholders, who wish to
attend the virtual annual general meeting in person
(through electronic communication), need to
arrange the necessary authorisation as soon as
possible through their CSDP or broker.
Naspers integrated annual report 2021
175
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notice of virtual annual general meeting continued
A shareholder may appoint a proxy at any time. For
practical purposes, the form appointing a proxy and
the authority (if any) under which it is signed, must
reach TMS, via email to proxy@tmsmeetings.co.za, or
the transfer secretaries of the company (JSE Investor
Services Proprietary Limited, 13th Floor, 19 Ameshoff
Street, Braamfontein 2001 or PO Box 10462,
Johannesburg 2000) by no later than 14:00 (SAST) on
Monday, 23 August 2021, to allow time to process the
proxy. Should you hold Naspers A ordinary shares,
the signed form of proxy must reach the registered
office of the company by 14:00 (SAST) on Monday, 23
August 2021, to allow for processing. A form of proxy
is enclosed with this notice. The form of proxy may
also be obtained from the registered office of the
company or on the company website as a separate
PDF download in the 2021 integrated annual report
available under the investors section. All other
proxies must be provided to the company secretary
before the proxy exercises any rights of the
shareholder at the meeting.
Purpose of meeting
The purpose of the meeting is to:
• present the directors’ report, the audited annual
financial statements of the company, the audit
committee report and the social, ethics and
sustainability committee report, for the preceding
financial year
• consider and, if deemed fit, adopt with or without
amendment, the resolutions set out below; and
• consider any matters raised by shareholders of
the company, with or without advance notice to
the company.
Integrated annual report
The integrated annual report of the company for the
year ended 31 March 2021 is available on www.
naspers.com or on request during business hours at
Naspers’s registered address, 40 Heerengracht,
Cape Town 8001 (contact person Ms Yasmin
Abrahams) and at Naspers's business address in
Johannesburg at WeWork, The Link, 4th Floor, 173
Oxford Road, Rosebank 2196 (contact person Mrs
Toni Lutz) or by email at cosec@naspers.com.
Ordinary resolutions
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 7, 8 and 10 require the support of at least
75% of the total number of votes exercised by
shareholders present or represented by proxy at
this meeting.
1. To consider and accept the annual financial
statements of the company and the group for the
twelve (12) months ended 31 March 2021 and the
reports of the directors, auditor, audit committee,
and social, ethics and sustainability committee. The
summarised form of the financial statements is
attached to this notice. A copy of the complete
audited annual financial statements of the
company for the financial year ended 31 March
2021 (and the reports of the directors, auditor, audit
committee, and social, ethics and sustainability
committee) can be obtained from www.naspers.
com or on request during business hours at
Naspers’s registered address, 40 Heerengracht,
Cape Town 8001 (contact person Ms Yasmin
Abrahams) and at Naspers's business address in
Johannesburg at WeWork, The Link, 4th Floor, 173
Oxford Road, Rosebank 2196 (contact person Mrs
Toni Lutz) or by email at cosec@naspers.com.
2. To approve the payment of a dividend by
Naspers in relation to the N ordinary and A
ordinary shares in an amount to be determined by
the Naspers Board, of up to a maximum aggregate
effective amount (having regard to the terms of the
cross-holding agreement, to the extent applicable)
equal to the amount received, or to be received,
by Naspers from Prosus as a dividend as referred
to in the Prosus results announcement dated
19 June 2021.
3. To reappoint, on the recommendation of the
company’s audit committee, the firm
PricewaterhouseCoopers Inc. as independent
registered auditor of the company (noting that Mrs
V Myburgh is the individual registered auditor of
that firm who will undertake the audit) for the
period until the next annual general meeting of the
company.
4. To confirm the appointment of Mrs AGZ Kemna
as a non-executive director. Her abridged
curriculum vitae appears on page 99. The board
and nomination committee unanimously
recommend approval and confirmation of the
appointment of the director in question in terms of
resolution number 4. Each voting right entitled to be
exercised may be exercised once.
5. To elect Messrs HJ du Toit, CL Enenstein, FLN
Letele, R Oliveira de Lima and BJ van der Ross who
retire by rotation and, being eligible, offer
themselves for re-election as directors of the
company. Their abridged curricula vitae appear on
pages 99 and 100. The board and nomination
committee unanimously recommend that the
re-election of each of the directors in terms of
resolution number 5 be approved by shareholders
of the company. Voting on the re-election of
directors in ordinary resolution number 5 will be
conducted as a series of separate votes, each
being for the candidacy of a single individual to fill
a single vacancy, and in each vote to fill a vacancy,
each voting right entitled to be exercised may be
exercised once.
6. To appoint audit committee members as
required in terms of the Act, the JSE Listings
Requirements and as recommended by the King
Report on Corporate Governance for South Africa
2016 (King IV) (Principle 8). The board and
nomination committee are satisfied that the
company’s audit committee members are suitably
skilled and experienced independent non-
executive directors. Collectively, they have sufficient
qualifications and experience to fulfil their duties, as
contemplated in regulation 42 of the Companies
Regulations 2011. Collectively, they have a
comprehensive understanding of financial
reporting, internal financial controls, risk
management and governance processes in the
company, as well as International Financial
Reporting Standards (IFRS) and other regulations
and guidelines applicable to the company. They
keep up to date with developments affecting their
required skill sets. The board and nomination
committee therefore unanimously recommend Ms
M Girotra, Mrs AGZ Kemna and Mr SJZ Pacak for
election to the audit committee. Their abridged
curricula vitae appear on pages 99 and 100. The
appointment of members of the audit committee
will be conducted by way of a separate vote for
each individual. Each voting right entitled to be
exercised may be exercised once.
7. To endorse the company’s remuneration policy,
as set out in the 2021 remuneration report on
pages 118 to 125, by way of a non-binding
advisory vote. Should this resolution not be
supported by at least 75% of the voting rights
entitled to be exercised on this resolution, the
company will take the necessary measures to
engage with shareholders.
Naspers integrated annual report 2021
176
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notice of virtual annual general meeting continued
8. To endorse the implementation report of the
remuneration report by the company as set out on
pages 126 to 141 of the 2021 remuneration report,
by way of a non-binding advisory vote. Should this
resolution not be supported by at least 75% of the
voting rights entitled to be exercised on this
resolution, the company will take the measures as
set out in the remuneration policy to engage with
shareholders.
9. To place the authorised but unissued share
capital of the company under the control of
directors and to grant, until the conclusion of the
next annual general meeting of the company, an
unconditional authority to directors to allot and
issue at their discretion (but subject to the
provisions of the Act and the JSE Listings
Requirements, and the rules of any other exchange
on which the shares of the company may be
quoted or listed from time to time, and the
memorandum of incorporation of the company), the
unissued shares of the company, on such terms and
conditions and to such persons, whether they be
shareholders or not, as the directors in their
discretion deem fit.
10. Subject to a minimum of 75% of the votes of
shareholders of the company present in person or
by proxy at the annual general meeting and
entitled to vote, voting in favour, the directors be
and are hereby authorised to allot and issue
unissued shares of a class of shares already in
issue in the capital of the company (and/or options
in respect of shares or securities convertible into
shares) for cash as the opportunity arises and as
the directors in their discretion deem fit, subject to
the JSE Listings Requirements (as amended from
time to time, and subject to any rulings or
dispensations granted by the JSE Limited), which
currently include, among others:
• That this authority will not endure beyond the
earlier of the next annual general meeting of the
company or beyond fifteen (15) months from the
date of the passing of this resolution.
• That a paid press announcement giving full
details, including intended use of the funds, will
be published at the time of any issue
representing, on a cumulative basis within one
year, 5% or more of the number of shares of that
class in issue prior to the issue.
• That the aggregate issue of any particular class
of shares in any financial year will not exceed 5%
of the issued number of that class of shares
(including securities that are compulsorily
convertible into shares of that class on the date
of this notice).
• That in determining the price at which an issue of
shares will be made in terms of this authority, the
discount at which the shares may be issued (if
applicable), may not exceed 10% of the weighted
average traded price of the shares in question,
as determined over the thirty (30) business days
prior to the date that the price of the issue is
determined.
• That the shares will only be issued to ‘public
shareholders’ as defined in the JSE Listings
Requirements, and not to related parties.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
Chair
Member
All members: Daily fees when
travelling to and attending
meetings outside home country
Committees
Audit committee
Risk committee
Human resources and
remuneration committee
Nomination committee
Chair
Member
Chair
Member
Chair
Member
Chair
Member
Social, ethics and sustainability
committee
Chair
Member
Other
Trustees of group share
schemes/other personnel funds
31 March 20231
(total proposed fee payable
by Naspers and Prosus)
31 March 20231
(proposed amount payable
by Naspers)
2.5 times member
US$219 762
US$164 821
US$65 929
US$3 500
US$1 050
2.5 times member
US$54 144
2.5 times member
US$32 160
2.5 times member
US$38 048
2.5 times member
US$20 507
2.5 times member
US$28 145
US$40 608
US$16 243
US$24 120
US$9 648
US$28 536
US$11 414
US$15 380
US$6 152
US$21 109
US$8 444
R59 270
R17 781
1 Following the listing of Prosus N.V. (Prosus) on Euronext Amsterdam, Naspers non-executive directors serve on the boards of both companies. As a
result of the non-executive directors assuming these dual responsibilities, the proposed fees will be split between Naspers and Prosus, on a 30/70
basis.
2 The chair of Prosus does not receive additional remuneration for attending meetings or being a member of or chairing any committee of the board.
Naspers integrated annual report 2021
177
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notice of virtual annual general meeting continued
Special resolutions
The special resolutions set out below require the
support of at least 75% of votes exercised by
shareholders present or represented by proxy at
the annual general meeting to be adopted.
Special resolutions numbers 1.1 to 1.13
At the virtual annual general meeting on 21 August
2020, shareholders approved an increase of up to
5% year on year for fees for directors, the chair of
the board, committee members, the chairs of
committees and trustees of group share schemes
and other personnel funds for the year ended
31 March 2022. Given the impact of Covid-19, the
board decided not to increase fees for the financial
year ended 31 March 2021, but sought approval
from shareholders to defer their previous decision
and apply it to the financial year ending on
31 March 2022.
Accordingly, approval for the increase of the
remuneration of non-executive directors for the year
ending 31 March 2023 of up to a 5% on the fees
earned for the year ending 31 March 2022 is being
sought as set out in the table above.
The reason for and effect of special resolution
numbers 1.1 to 1.13 is to grant the company the
authority to pay remuneration to its directors for
their services as directors.
Each of the special resolution numbers 1.1 to 1.13,
in respect of the proposed remuneration for the
financial year ending 31 March 2023, will be
considered by way of a separate vote.
Special resolution number 2
That the board may authorise the company to
generally provide any financial assistance in the
manner contemplated in and subject to compliance
with the requirements of the memorandum of
incorporation of the company and the provisions of
section 44 of the Act to a director or prescribed
officer of the company or of a related or interrelated
company or corporation (irrespective of where any
such entity may be incorporated), subject to (ii)
below, or to a related or interrelated company or
corporation, or to a member or shareholder of a
related or interrelated company or corporation,
pursuant to the authority hereby conferred upon the
board for these purposes by the shareholders. This
authority shall: (i) include and also apply to the
granting of financial assistance to the Naspers share
incentive scheme, the other existing group share-
based incentive schemes (details of which appear on
pages 148 and 149 in the annual financial
statements) and such group share-based incentive
schemes that are established in future (collectively
the Naspers group share-based incentive schemes)
and participants thereunder (which may include
directors, future directors, prescribed officers and
future prescribed officers of the company or of a
related or interrelated company) (participants) for the
purpose of, or in connection with, the subscription of
any option, or any securities, issued or to be issued
by the company or a related or interrelated
company, or for the purchase of any securities of the
company or a related or interrelated company,
pursuant to the administration and implementation of
the Naspers group share-based incentive schemes,
in each instance on the terms applicable to the
Naspers group share-based incentive scheme in
question; and (ii) be limited, in respect of directors
and prescribed officers, to financial assistance in
relation to the acquisition of securities as
contemplated in (i).
The reason for and effect of special resolution
number 2 is to authorise the directors generally to
approve the provision of financial assistance by the
company to the potential participants and/or
recipients as set out in the resolution and in
particular to facilitate participation under the
Naspers share-based incentive schemes and other
Naspers group share-based incentive schemes.
Special resolution number 3
That the company, as authorised by the board, may
generally provide, in terms of and subject to
compliance with the requirements of the
memorandum of incorporation of the company and
the provisions of section 45 of the Act, any direct or
indirect financial assistance to a related or
interrelated company or corporation, or to a
shareholder of a related or interrelated company or
corporation (irrespective of where any such entity
may be incorporated), pursuant to the authority
hereby conferred upon the board for these purposes.
The reason for and effect of special resolution
number 3 is to authorise the directors generally to
approve the provision of financial assistance by the
company to the potential recipients as set out in
the resolution.
Special resolution number 4
That the company or any of its present or future
subsidiaries be and are hereby authorised to
acquire N ordinary shares issued by the company
from any person (including any director or
prescribed officer of the company or any person
related to any director or prescribed officer of the
company on such terms and conditions as may be
determined by the directors from time to time,
subject to compliance with the applicable
requirements of the memorandum of incorporation
of the company, the provisions of the Act and of the
JSE Listings Requirements. It is recorded that the
company or a subsidiary may only make a general
repurchase of N ordinary shares in the company
subject to the following (which reflects the current
requirements under the JSE Listings Requirements):
• Any such acquisition of N ordinary shares will be
effected through the order book operated by the
JSE trading system and done without any prior
understanding or arrangement between the
company and the counterparty.
• This general authority will be valid until the
earliest of the company’s next annual general
meeting, or a period not exceeding fifteen (15)
months from the date of the passing of this
special resolution.
• An announcement will be published as soon 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.
• Acquisitions of N ordinary shares in aggregate in
any one financial year may not exceed 20% of
the company’s N ordinary issued share capital as
at the date of the passing of this special
resolution.
• In determining the price at which N ordinary
shares issued by the company are acquired by it
or any of its subsidiaries in terms of this 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.
• At any point, the company may only appoint one
agent to effect any repurchase on its behalf.
• 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 start of
Naspers integrated annual report 2021
178
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notice of virtual annual general meeting continued
the prohibited period. The company will instruct
an independent third party, which makes its
investment decisions in relation to the company’s
securities independently of, and uninfluenced by,
the company, prior to the commencement of the
prohibited period to execute the repurchase
programme submitted to the JSE.
• Authorisation for the repurchase is given by the
company’s memorandum of incorporation.
A resolution, having been passed by the board,
authorising the repurchase, and confirming that the
company and its subsidiaries passed the solvency
and liquidity test and that, from the time that the test
was done, there have been no material changes to
the financial position of the group. Before the
general repurchase is effected, the directors, having
considered the effects of the repurchase of the
maximum number of N ordinary shares in terms of
the foregoing general authority, will ensure that for
a period of twelve (12) months after the date of the
notice of the annual general meeting:
• The company and the group will be able, in the
ordinary course of business, to pay their debts.
• The assets of the company and the group will
exceed the liabilities of the company and the
group.
• The company and the group’s ordinary share
capital, reserves and working capital will be
adequate for ordinary business purposes.
Additional information on the following appears in
the integrated annual report and in the annual
financial statements, and is provided in terms of the
JSE Listings Requirements for purposes of the
general authority:
• Major shareholders
• Share capital of the company
Directors’ responsibility statement
The directors, whose names appear in the
integrated annual report, collectively and
individually accept full responsibility for the
accuracy of the information pertaining to this
special resolution number 4 and certify that, to the
best of their knowledge 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 special resolution number 4
contains all information required by the applicable
JSE Listings Requirements.
Material changes
Other than the facts and developments disclosed
in the integrated annual report and annual
financial statements, except for the purposes of the
group’s share-based incentive schemes, there have
been no material changes in the affairs or financial
position of the company and its subsidiaries
between the date of signature of the audit report to
the date of this notice.
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 and its shareholders.
The reason for and effect of special resolution
number 4 is for shareholders to grant the company
the general authority in terms of the Act and JSE
Listings Requirements for the acquisition by the
company, or any present or future subsidiary of the
company, of the company’s issued N ordinary shares.
Special resolution number 5
That the company or any of its present or future
subsidiaries be and is hereby specifically
authorised, for a period until the earlier of the next
annual general meeting or fifteen (15) months from
the date of adoption of this resolution, to acquire
up to 10% of the number of issued N ordinary
shares as at the date hereof (being 43 551 105),
through structured repurchase mechanisms
implemented by or on behalf of the company or
any of its present or future subsidiaries, including
through a modified Dutch auction process and/or
reverse bookbuild process (as described below),
from holders of N ordinary shares at the time of
implementing any such repurchase (including any
director or prescribed officer of the company or
any person related to any director or prescribed
officer of the company) but not exclusively from a
single Naspers shareholder or related party (as
envisaged in the JSE Listings Requirements) at a
price to be determined through such structured
repurchase mechanisms but which price shall not
exceed the higher of:
i.
ii.
10% above the weighted average of the market
value of the N ordinary shares for the five (5)
trading days immediately preceding the date
on which the structured repurchase mechanism
is implemented, and
10% above the spot price of the N ordinary
shares on the date on which the structured
repurchase mechanism is implemented (Specific
Repurchase Authorisation). Any repurchase
under the Specific Repurchase Authorisation will
be implemented on such terms and conditions
as may be determined by the directors from
time to time, subject to compliance with the
applicable requirements of the memorandum of
incorporation of the company, the Act and the
JSE Listings Requirements, which currently
include the following:
• Authorisation for the repurchase is given by
the company’s memorandum of incorporation.
• If the company has announced that it will
make a specific repurchase, it must pursue the
proposal, unless the JSE permits the company
not to do so.
• The company or a subsidiary may not
repurchase securities during a prohibited
period (as defined in the JSE Listings
Requirements) unless they have in place a
repurchase programme where the dates and
quantities of securities to be traded during the
relevant period are fixed (not subject to any
variation) and have been submitted to the JSE
in writing prior to the commencement of the
prohibited period. The company must instruct
an independent third party, which makes its
investment decisions in relation to the issuer’s
securities independently of, and uninfluenced
by, the company, prior to the commencement
of the prohibited period to execute the
repurchase programme submitted to the JSE.
The company will comply with the applicable
provisions of the Act and the JSE Listings
Requirements prior to implementing any
repurchase in terms of the Specific Repurchase
Authorisation. In particular, the board will comply
with the applicable requirements of section 48 of
the Act read with section 4 of the Act and the
board will, in its approval of any repurchase that is
to be implemented under the Specific Repurchase
Authorisation, confirm that:
• The company and the Naspers group will be
able in the ordinary course of business to pay
their debts for a period of twelve (12) months
after the date of any such board approval.
• The assets of the company and the Naspers
group will be in excess of the liabilities of the
company and the Naspers group for a period of
twelve (12) months after the date of any such
board approval.
• The share capital and reserves of the company
and the Naspers group will be adequate for
ordinary business purposes for a period of twelve
(12) months after the date of any such board
approval.
Naspers integrated annual report 2021
179
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notice of virtual annual general meeting continued
• The working capital of the company and the
Naspers group will be adequate for ordinary
business purposes for a period of twelve (12)
months after the date of any such board approval.
Additional information in respect of the major
shareholders, share capital of the company and
directors’ interests in the company appear in the
integrated annual report and annual financial
statements of the company and is provided in
terms of the JSE Listings Requirements for purposes
of the Specific Repurchase Authorisation. The
company has not incurred any preliminary
expenses as envisaged in the JSE Listings
Requirements in relation to the Specific Repurchase
Authorisation as at the date hereof.
Material changes
Other than the facts and developments reported
on in the integrated annual report and annual
financial statements, except for the purposes of the
group’s share-based incentive schemes, 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 and up to
the date of this notice.
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 5 and certify that, to the
best of their knowledge 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 special resolution number 5
contains all information required by the applicable
JSE Listings Requirements.
The reason for and effect of special resolution
number 5 is to grant the company the authority, in
terms of the JSE Listings Requirements and the Act,
as applicable, to acquire N ordinary shares through
structured mechanisms on an expedited basis
(despite the Specific Repurchase Authorisation
being valid until the earlier of the next annual
general meeting or fifteen (15) months from the
date of adoption of the resolution) including through
a modified Dutch auction process and/or a reverse
bookbuild process. The Specific Repurchase
Authorisation is intended to provide the company
with additional flexibility and thus enable the board
to drive shareholder value. Should the board
determine to implement any structured repurchase
in terms of the Specific Repurchase Authorisation,
any structured repurchase implemented will involve
the company announcing the ambit of any
proposed structured repurchase, including the
number of N ordinary shares to be acquired in
terms of such structured repurchase within the
parameters set in the Specific Repurchase
Authorisation. The structured repurchase will then be
open for a period of time for all holders of N
ordinary shares to tender shares in terms of the
structured repurchase proposed, which offer period
will be open for sufficient time to allow all holders of
N ordinary shares to participate in the structured
repurchase. Thereafter, a clearing price will be
determined by the company for any such structured
repurchase having regard to tenders received that
allows the company to acquire the number of N
ordinary shares proposed to be repurchased. The
Specific Repurchase Authorisation is separate from
and in addition to the general authority proposed
for approval in special resolution number 4 and any
repurchase made under this Specific Repurchase
Authorisation (if granted) will not affect any authority
granted under special resolution number 4.
Special resolution number 6
That the company or any of its present or future
subsidiaries be and are hereby authorised to acquire
A ordinary shares issued by the company from any
person (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 compliance with the requirements of the
memorandum of incorporation of the company and
the provisions of the Act.
The reason for and effect of special resolution
number 6 is for shareholders to grant the company
the authority in terms of the Act for the acquisition by
the company, or any present or future subsidiary of
the company, of the company’s A ordinary shares.
Material changes
Other than the facts and developments reported
on in the integrated annual report and annual
financial statements, except for the purposes of the
group’s share-based incentive schemes, 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 and up to
the date of this notice.
Ordinary resolution
11. 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 the
annual general meeting.
Other business
To transact such other business as may be
transacted at an annual general meeting.
By order of the board
L Bagwandeen
Company secretary
19 June 2021
Cape Town
Naspers integrated annual report 2021
180
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Form of proxy
Incorporated in the Republic of South Africa
Registration number: 1925/001431/06
JSE share code: NPN ISIN: ZAE000015889 LSE share code: NPSN ISIN: US 6315122092
(Naspers or the company)
Virtual 107th annual general meeting of shareholders
For use by holders of certificated shares or ‘own name’ dematerialised shareholders at the virtual 107th
annual general meeting of shareholders of the company to be held (subject to any adjournment or
postponement) on Wednesday, 25 August 2021, at 14:00 (SAST). The annual general meeting will be held
entirely by electronic communication.
I/We (please print)
of
being a holder of
'own name’ dematerialised
shares of Naspers and entitled
to (see note 1)
1.
2.
3.
certificated shares or
votes, hereby appoint
or, failing him/her,
or, failing him/her,
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 (subject to any adjournment or postponement) on Wednesday, 25 August
2021, at 14:00 (SAST) (entirely through electronic communication) for the purpose of considering and,
if deemed fit, passing, with or without amendment, the resolutions to be proposed thereat and at
each adjournment or postponement, 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:
5.5
BJ van der Ross
6.
Appointment of the following audit committee members:
6.1 M Girotra
6.2
6.3
7.
8.
9.
AGZ Kemna
SJZ Pacak
To endorse the company’s remuneration policy
To endorse the implementation report of the remuneration report
Approval of general authority placing unissued shares
under the control of the directors
10.
Approval of general issue of shares for cash
11.
Authorisation to implement all resolutions adopted
at the annual general meeting
Special resolution number 1
Approval of the remuneration of the non-executive directors
for financial year 31 March 2022:
1.1
1.2
1.3
1.4
1.5
1.6
Board: Chair
Board: Member
Audit committee: Chair
Audit committee: Member
Risk committee: Chair
Risk committee: Member
In favour of
Against
Abstain
1.7 Human resources and remuneration committee: Chair
1.8 Human resources and remuneration committee: Member
Ordinary resolutions
1.
2.
3.
4.
5.
Acceptance of annual financial statements
Confirmation and approval of payment of dividends
Reappointment of PricewaterhouseCoopers Inc. as auditor
To confirm the appointment of AGZ Kemna as a non-executive director
To re-elect the following directors:
5.1
HJ du Toit
5.2 CL Enenstein
5.3
5.4
FLN Letele
R Oliveira de Lima
1.9 Nomination committee: Chair
1.10 Nomination committee: Member
1.11 Social, ethics and sustainability committee: Chair
1.12 Social, ethics and sustainability committee: Member
1.13 Trustees of group share schemes/other personnel funds
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
In favour of
Against
Abstain
Naspers integrated annual report 2021
181
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Form of proxy continued
Notes to the form of proxy
In favour of
Against
Abstain
1.
The following provisions apply to proxies:
Special resolution number 4
General authority for the company or its subsidiaries
to acquire N ordinary shares in the company
Special resolution number 5
Granting the Specific Repurchase Authorisation
Special resolution number 6
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 virtual 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.......................................................................... on this ........................................... day of ...................................................2021
Signature .................................................................... Assisted by (where applicable) ..........................................................................
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) if the appointment is suspended at
any time and to the extent that the shareholder chooses to act directly and in person in exercising
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 their 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 will 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. A shareholder may appoint a proxy at any time. For practical purposes, forms of proxy in respect of
holders of Naspers N ordinary shares must be lodged at or posted to The Meeting Specialist
Proprietary Limited, JSE Building, One Exchange Square, Gwen Lane, Sandown 2196 or PO Box
62043, Marshalltown 2107 or proxy@tmsmeetings.co.za or the transfer secretaries of the company,
JSE Investor Services Proprietary Limited, 13th Floor, 19 Ameshoff Street, Braamfontein 2001 or PO Box
10462, Johannesburg 2000. Forms of proxy in respect of holders of Naspers A ordinary shares must
Naspers integrated annual report 2021
182
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the form of proxy continued
be lodged at or posted to the registered office of the company, 40 Heerengracht, Cape Town 8001
or PO Box 2271, Cape Town 8000 or cosec@naspers.com. Forms of proxy lodged in this manner are
to be received by not later than 14:00 (SAST) on Monday, 23 August 2021, or such later date if the
annual general meeting is postponed to allow for processing of such proxies. All other proxies must
be handed to the company secretary prior to the start of the meeting.
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 appointed proxy.
6. An instrument of proxy will 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 will 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 will be deemed to be
valid despite:
• the death, insanity, or any other legal disability of the person appointing the proxy, or
• revocation of the proxy, or
• transfer of a share for which the proxy was given, unless notice on any of the above-mentioned
matters has 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 chair may reject or accept any form of proxy which is completed other than in accordance with
these instructions, provided that in the event of acceptance, the chair is satisfied as to the manner in
which a shareholder wishes to vote.
9.
If the shareholding is not indicated on the form of proxy, the proxy will be deemed to be authorised
to vote the total shareholding registered in the shareholder’s name.
10. Documentary evidence establishing the authority of a person signing this form of proxy in a
representative capacity must be attached to this form of proxy unless previously recorded by the
company secretary or waived by the chair.
11. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing
his/her legal capacity are produced or have been registered by the company secretary.
TO BE COMPLETED BY SHAREHOLDERS WHO WISH TO PARTICIPATE ELECTRONICALLY IN THE
NASPERS VIRTUAL ANNUAL GENERAL MEETING
The virtual annual general meeting
• Shareholders or their proxies who wish to participate in the annual general meeting via electronic
communication (participants), must deliver the form below (the application) to The Meeting Specialist
Proprietary Limited via email to proxy@tmsmeetings.co.za
• Participants will be able to vote during the annual general meeting through an electronic participation
platform. Such participants, should they wish to have their vote(s) counted at the annual general
meeting, must provide The Meeting Specialist Proprietary Limited with the information requested below.
• Each shareholder, who has complied with the requirements below, will be contacted between Friday, 13
August 2021 and Monday, 23 August 2021 via email/mobile phone with a unique link to allow them to
participate electronically in the annual general meeting.
• The cost of the participant’s phone call or data usage will be at his/her own expense and will be billed
separately by his/her own telephone service provider.
• The cut-off time, for administrative purposes, to participate electronically in the annual general meeting
will be 14:00 (SAST) on Friday, 13 August 2021.
• The participant’s unique link will be forwarded to the email/mobile phone number provided below.
• Personal information of participants is processed solely for the purposes of holding the Naspers annual
general meeting and to meet regulatory requirements under the Companies Act. The terms of the
Naspers Privacy Policy apply accordingly – please see www.naspers.com/privacy for further information
• Should a participant experience any issue with the electronic communication during the virtual annual
general meeting, they should contact Farhana Adam on +27 (0)84 433 4836 or Michael Wenner on
+27 (0)61 440 0654 to assist them.
Application form
Name and surname of shareholder: ..........................................................................................................................................
Name and surname of shareholder representative (if applicable): .................................................................................
ID number: .............................................................................................................................................................................................
Email address: .....................................................................................................................................................................................
Mobile phone number: ....................................................................................................................................................................
Telephone number: ............................................................................................................................................................................
Name of CSDP or broker (if applicable): ..................................................................................................................................
(if shares are held in dematerialised format): .........................................................................................................................
SCA number or broker account number: ...................................................................................................................................
Number of shares: .............................................................................................................................................................................
Signature: ..............................................................................................................................................................................................
Date: ........................................................................................................................................................................................................
Naspers integrated annual report 2021
183
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Notes to the form of proxy continued
Shareholder and corporate information
Terms and conditions for participation at the Naspers annual general meeting via
electronic communication
• The cost of electronic participation at the annual general meeting, including dialling in using a
telecommunication line/webcast/web-streaming to participate in the annual general meeting is for the
expense of the participant and will be billed separately by the participant’s own telephone service
provider.
• The participant acknowledges that the electronic communication and/or services, including
telecommunication lines/webcast/web-streaming are provided by a third party and indemnifies Naspers,
JSE Limited and The Meeting Specialist Proprietary Limited against any loss, injury, damage, penalty or
claim arising in any way from the use or possession of the electronic communication and/or services,
including telecommunication lines/webcast/ web-streaming, whether or not caused by any act or
omission on the part of the participant or anyone else. In particular, but not exclusively, the participant
hereby irrevocably and conditionally confirms and acknowledges that he/she will have no claim against
Naspers, JSE Limited and The Meeting Specialist Proprietary Limited, whether for damages or otherwise
(whether on a direct or indirect basis), arising from, in relation to or in connection with the use of the
electronic communication and/or services, including the use of the telecommunication lines/webcast/
web-streaming or any defect in it or from total or partial failure of the electronic communication and/or
services, including the telecommunication lines/webcast/web-streaming and connections linking the
telecommunication lines/webcast/web-streaming to the annual general meeting.
• Participants will be able to vote during the annual general meeting through an electronic participation
platform. Such participants, should they wish to have their vote(s) counted at the annual general
meeting, must act in accordance with the requirements set out above.
• Once the participant has received the link, the onus to safeguard this information remains with
the participant.
• The application will only be deemed successful if this application form has been completed and
fully signed by the participant and emailed to The Meeting Specialist Proprietary Limited at
proxy@tmsmeetings.co.za.
Shareholder name: .............................................................................................................................................................................
Signature: ................................................................................................................................................................................................
Date: .........................................................................................................................................................................................................
Administration and corporate information
Company secretary
Lynelle Bagwandeen
WeWork
The Link
173 Oxford Road
Rosebank 2196, South Africa
cosec@naspers.com
Registered office
40 Heerengracht
Cape Town 8001, South Africa
PO Box 2271
Cape Town 8000, South Africa
Tel: +27 (0)21 406 2121
Fax: +27 (0)21 406 3753
Registration number
1925/001431/06
Incorporated in South Africa
Auditor
PricewaterhouseCoopers Inc.
Transfer secretaries
JSE Investor Services Proprietary Limited
(Registration number: 2000/007239/07)
PO Box 10462
Johannesburg 2000, South Africa
Tel: +27 (0)86 140 0110/+27 (0)11 029 0253
For the purpose of holding a virtual
annual general meeting
The Meeting Specialist Proprietary Limited
JSE Building
One Exchange Square, Gwen Lane
Sandown 2196
PO Box 2043
Marshalltown 2107, South Africa
proxy@tmsmeetings.co.za
Tel: +27 (0)11 520 7951/0/2
ADR programme
Bank of New York Mellon maintains a Global
BuyDIRECTSM plan for Naspers Limited.
For additional information, 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
Attorneys
Webber Wentzel (in alliance with Linklaters)
PO Box 61771
Marshalltown 2107, South Africa
Werksmans Inc.
PO Box 1474
Cape Town 8000, South Africa
Investor relations
Eoin Ryan
InvestorRelations@naspers.com
Tel: +1 347-210-4305
Naspers integrated annual report 2021
184
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Analysis of shareholders and shareholders’ diary
Analysis of N ordinary 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
Total
Number of
shareholders
Number of
N ordinary
shares owned
58 703
20 882
3 119
666
1 562
84 932
1 853 878
6 302 747
6 782 919
4 765 266
415 806 248
435 511 058
GEOGRAPHIC DISPERSION
SHAREHOLDER TYPES
South Africa
UK
Europe (excluding UK)
North America
Asia
Rest of the world
Unknown
Shareholdings below threshold
%
44.8
13.83
8.49
24.87
5.52
1.12
1.05
0.32
Foreign institutions
Domestic institutions
Private stakeholders/investors
Domestic brokers
Employees, etc
Other
Unknown
Shareholdings below threshold
%
49.69
31.89
6.14
3.6
2.98
4.33
1.05
0.32
The following shareholders hold 5% and more of the N ordinary issued share
capital of the company:
Shareholders’ diary
Annual general meeting
August
Name
% of N ordinary
shares held
Number of
N ordinary
shares owned
Reports
Public Investment Corporation of South Africa
14.30
62 256 494
Interim for half-year to September
November
Naspers share price and trade volume for FY21
450 000
400 000
350 000
300 000
250 000
200 000
150 000
100 000
50 000
0
0
2
0
2
/
4
0
/
1
0
0
2
0
2
/
5
0
/
1
0
0
2
0
2
/
6
0
/
1
0
0
2
0
2
/
7
0
/
1
0
0
2
0
2
/
8
0
/
1
0
0
2
0
2
/
9
0
/
1
0
0
2
0
2
/
0
1
/
1
0
0
2
0
2
/
1
1
/
1
0
0
2
0
2
/
2
1
/
1
0
1
2
0
2
/
1
0
/
1
0
1
2
0
2
/
2
0
/
1
0
1
2
0
2
/
3
0
/
1
0
Announcement of annual results
Annual financial statements
Dividend
Declaration
Payment
Financial year-end
June
June
August
December
March
400 000
350 000
300 000
250 000
200 000
150 000
100 000
50 000
0
Naspers share prices (in cents)
Volume traded
Public shareholder spread (N ordinary shares)
To the best knowledge of the directors, the spread of public shareholders under section
4.25 of the JSE Listings Requirements at 31 March 2021 was 94.23%, represented by
84 919 shareholders holding 410 402 263 N ordinary shares in the company. The
non-public shareholders of the company comprising 13 shareholders representing
25 108 795 N ordinary shares are analysed as follows:
Category
Naspers share-based incentive schemes
Directors
Group companies
Number of
N ordinary shares
% of N ordinary
issued share
capital
2 866 670
6 971 372
15 270 753
0.66
1.60
3.51
Naspers integrated annual report 2021
185
Group overview
Performance review
Sustainability review
Governance
Financial statements
Further information
Naspers voting control structure
The aim of the Naspers voting control structure is to
ensure the continued independence of the group.
When entering foreign countries in the broad
media or communications spheres, and when
dealing with regulators, it is critical that we give an
assurance of our continuity of identity: in other
words, that we will not, after we have entered a
territory or secured a licence, be taken over by
unknown entities with whom the country or
regulator may be uncomfortable. We believe that
this assurance of independence and continuity is
critical for our entry into, and operation in, many
markets.
International
Differentiated voting rights and control structures
are commonly used in the media and internet
sectors to secure independence and deter raids
and efforts to seize control. Many international
media and technology companies have
differentiated rights or control structures. Some
more well-known examples include:
Schibsted and Tele2 in Norway; Altice in the
Netherlands; MTG in Sweden; Daily Mail and
General Trust in the United Kingdom; JD.Com and
Alibaba in China; and Alphabet (Google),
Facebook, LinkedIn, 21st Century Fox, News
Corporation, Discovery, Liberty Global, Snap Inc,
Zillow and Zynga in the United States.
In recent times many internet and tech companies
in particular have implemented similar structures.
The effective voting interests of these two companies are shown in this diagram:
KEEROM1
KEEROMSTRAAT(1)
6.11%
0.36%
21.20
%
NASBEL2
49%
HEEMSTEDE3
.
3
3
8
2
%
100%
Structure
The issued share capital of Naspers comprises two
classes of shares:
• N class ordinary shares, that have one vote per
share and are listed on the JSE Limited’s stock
exchange (JSE). As at 31 March 2021 there are
435 511 058 N ordinary shares in issue.
• Unlisted A class ordinary shares, that have 1 000
votes per share, but have relatively insignificant
economic participation. (The dividends declared
to A ordinary shareholders are equal to one fifth
of the dividends per share to which N ordinary
shareholders are entitled.) As at 31 March 2021
there are 961 193 A shares in issue.
A majority of A class ordinary shares is held by two
companies that together comprise the control
structure of Naspers.
Keeromstraat 30 Beleggings (RF) Limited (Keerom)1
and Naspers Beleggings (RF) Limited (Nasbel)2
hold such A class ordinary shares that together
they control more than 50% (currently 55%) of the
voting rights in Naspers. These two companies
exercise such rights in consultation with one
another. No other entities are part of the control
structure.
Keerom has 2 825 shareholders and its
constitutional documents provide that no
shareholder is entitled to exercise more than 50
votes regardless of shareholding.
Nasbel has 2 593 shareholders, one of which is
Heemstede Beleggings Proprietary Limited
(Heemstede)3 (a subsidiary of Naspers) that holds
49% of the shares in Nasbel.
The boards of directors of Keerom and Nasbel
operate independently.
Naspers integrated annual report 2021
186
Naspers
+27 (0)21 406 2121
40 Heerengracht
Cape Town
8001
South Africa
www.naspers.com