Improving
everyday life
for billions of people through technology
Integrated annual report 2022
01
Governance
97 Group structure
99 Overview of governance
103 Our board
106 The board and its committees
110 Report of the audit committee
115 Report of the risk committee
116 Report of the social, ethics and sustainability committee
117 Report of the nominations committee
118 Report of the human resources and remuneration committee
119 Remuneration report
148 About this report
Summarised consolidated
annual financial statements
151 Chief executive and financial director responsibility statement
152 Statement of responsibility by the board of directors
153 Independent auditor’s report
154 Summarised consolidated annual financial statements
Other information
190 Notice of virtual annual general meeting
197 Form of proxy
199 Notes to the form of proxy
202 Shareholder and corporate information
203 Analysis of shareholders and shareholders’ diary
204 Glossary
Contents
Group overview
4 Group overview
5 Segment overview
6 Chair’s review
7 Chief executive’s review
9 The world around us
11 Our strategy
13 How we create value
14 The value we created this year
Sustainability review
16 Our approach
20 Engaging with our stakeholders
24 Human capital
24 People
27 Digital inclusion
28 Manufactured capital
28 Innovation
29 Intellectual capital
29 Artificial intelligence
32 Cyber-resilience
34 Data privacy
37 Social capital
37 Business culture, ethics and integrity
40 Community investment
43 Natural capital
43 Climate action
Performance review
51 Our performance
55 Classifieds
59 Food Delivery
62 Payments and Fintech
66 Edtech
69 Etail
75 Other: Ventures
78 Other: Naspers Foundry
80 Social and Internet Platforms
82 Media24
84 Tax
87 Choosing the right opportunities and balancing risks
90 Monitoring key risks
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’, ‘will’, ‘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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
02
Group
overview
4 Group overview
5 Segment overview
6 Chair’s review
7 Chief executive’s review
9 The world around us
11 Our strategy
13 How we create value
14 The value we created this year
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 We are a global consumer internet
group and one of the larger technology
investors in the world
03
Our purpose
Improving everyday life for billions of people through technology.
What we do
We build leading companies that empower people and enrich communities.
We bring food and more
to people’s doors…
and more customers to
restaurants’ kitchens
We put the power
to make fast, secure
payments in people’s
hands…
and give them credit
options too, often for
the first time
We enable people and
businesses to buy and
sell things quickly,
conveniently and safely…
and boost the circular
economy by giving items
multiple lives
We open up a world of
learning…
helping millions of people
learn where, when and
how they want
As a group, we build useful products for more than two billion customers and help their communities thrive.
We empower our teams to develop their skills and build meaningful careers. We create long-term value for
our shareholders and our many other stakeholders.
How we do it
Our values underpin our culture.
We build
At heart, we’re entrepreneurs.
We build leading companies
that empower people and
enrich communities,
improving the daily lives of
billions of people. We back
local entrepreneurs and
teams and we operate and
invest in businesses in many
of the most exciting markets
in the world. Our focus on
long-term value creation
means that our group is a
great place for people to
build their careers. We work
hard to connect, learn and
grow to be the best we
can be.
We deliver
We push for excellence in
everything we do. We move
fast, adapting quickly to seize
opportunities. We agree on
clear and ambitious goals
and regularly discuss how
to beat them. Our reward is
hardwired to performance,
and depends not just on what
we deliver, but also on how
we deliver it. Pushing for
excellence is good for growth
– growth in our business,
growth in our skills, experience
and career, and growth for
our many stakeholders. It
keeps us moving forward.
We’re responsible
We matter to the customers
and communities that we
serve. We strive to maximise
our positive impact on society
and the planet. Wherever we
operate, we hold ourselves to
the highest standards, which
we set out in our code of
business ethics and conduct.
We’re all responsible for the
impact we deliver.
We value each other
We believe diversity in our
teams and in our thinking
delivers better outcomes for
all. We work hard to build
a culture where everyone’s
welcome and encouraged
to contribute. We create
supportive and flexible
environments so we can
perform at our best. Our views
and ideas are considered,
and our professional growth is
supported. We’re empowered
to make decisions about our
work because we’re trusted
to do a great job.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther information Group overview
We are a global consumer internet group operating across a variety of platforms
and geographies; and are also one of the larger technology investors in the world.
04
Our group includes some of the best-loved, local consumer
internet companies in around 100 countries around the world,
spanning the Americas to Asia, Europe to South Africa.
We pursue growth by building leading companies that empower
people and enrich communities, across our four core segments
of Classifieds, Food Delivery, Payments and Fintech, and Edtech
– plus other online businesses, including Etail and Media. From
Food Delivery to Classifieds, we invest in and build online
platforms where small and medium-sized businesses can
reach their customers online, often for the first time.
In addition, our Ventures team continually searches for new waves
of growth for the group, backing entrepreneurs who are finding
new ways to improve lives through technology. We are also a
long-term investor in Tencent, one of the world’s leading social
and internet companies.
We think global and act local
We aim to build leading companies that create value by
empowering people and enriching communities. We have grown
by investing in, acquiring, and building leading companies. We
typically focus on emerging large consumer trends that are linked
to disruptive innovation where we try to identify changes early,
invest in and adapt proven business models for the high-growth
markets we focus on, and leverage our skills, local knowledge
and position to build businesses that are scalable and benefit
from local network effects. We believe that our platforms offer
customers fast, intuitive and secure environments in which to
communicate and conduct transactions. We focus on several
markets that we believe present above-average growth
opportunities (when compared to mature markets) due to
their economic growth prospects, scalability and fast-growing,
mobile internet penetration levels.
Our businesses and investments primarily operate in China,
India, Central and Eastern Europe, North America, Latin America,
Southeast Asia, Africa and the Middle East. We have developed
strong brands in these markets. We believe that those global
and local brands are an important way for our businesses to
differentiate themselves from their competitors, thereby driving
organic growth through consumer word-of-mouth. However,
we are impacted by the laws and regulations of the various
jurisdictions within these markets, including competition and
consumer protection laws, foreign investment restrictions and
screening, labour laws, data protection and security regulations,
online content and platform regulations, intellectual property (IP)
laws and regulations, company and corporate laws, tax laws and
regulations, financial services legislation, anti-money-laundering
legislation, anti-bribery and anti-corruption laws and sanctions
and export controls.
During FY22, we had exposure to Russia through our minority
interest in VK and our subsidiary Avito. We announced on
20 May 2022 our decision to exit the Russian businesses.
We are both an operator and an investor
We believe that this combination is complementary and enables
enhanced value creation. As an operator, we are able to make
smarter investment decisions; as an investor, we support our
businesses with the right combination of capital, market knowledge
and know-how to succeed. As we operate locally, we benefit from
the insights of our local operations and their markets. We gain
early views on new emerging models and, as a result, are better
positioned to drive organic and inorganic growth and support
entrepreneurial and seasoned business leaders.
Concentrating on customers, on thinking about their lives and how
best to meet their needs, is a central part of what we do – our
purpose to improve everyday lives of billions of people through
technology. Across our portfolio, we are building ecosystems
with multiple customer touchpoints to improve our customers’
experience and retain their loyalty. We align technology and
data with key customer needs such as convenience, ease of
use, reliability and safety. As with many other key aspects of our
business, this is a long-term game. It takes ongoing investment
to build the end-to-end capabilities that enable closer, stronger
relationships with customers across the ecosystems of our core
segments. But in turn, it delivers long-term gain – not least,
customer loyalty and more lasting value creation.
The leaders of our businesses are compensated directly on
the performance of their divisions, fostering a strong culture of
entrepreneurship within our group. We are not tied to a rigid
investment philosophy and have the ability to take a long-term
view. This means that we are able to support our businesses at
every stage of their life cycle and focus on creating value over
the long term.
As an investor, we benefit from access to attractive opportunities
globally. We have long-standing and successful relationships with
prominent internet businesses such as in one of our largest
markets, China, through our investment in Tencent.
Currently, the adoption curve for our consumer internet businesses
is generally lower in the growth markets (when compared to
mature markets). This creates an opportunity for us. Overall, we
estimate that approximately one fifth of the world’s population
uses products and services of businesses that we have built,
acquired or invested in. Many of these users use the products
and services of more than one of these businesses.
Growth opportunities
We believe that our consumer internet businesses have significant
potential for future growth and offer opportunities for an enhanced
range of internet transactions and services in the markets in which
we operate, as well as possible expansions into new markets. We
believe that the increase in demand for our products and services
will be driven by several underlying trends, including growth in the
following: gross domestic product (GDP); the population growth in
the younger demographics and the middle class; and continued
growth in mobile and high-speed internet penetration as well as
the increasing adoption of new internet-based business models
that are disrupting existing traditional business models across a
range of different industries.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther information 05
41.87%
16.85%
11.54%
38.54%
9.62%
31.33%
4.15%
5.19%
6.31%
7.80%
39.77%
9.57%
Segment overview
We focus on high-growth markets and business models that we know well.
Classifieds
Our brand OLX, including 15 other brands, are
successful players in more than 20 core markets
and make it easy to connect people to buy, sell
or exchange used goods and services.
Read more on page 55
Food Delivery
Our portfolio of food delivery businesses includes
iFood, Delivery Hero and Swiggy, allowing
customers to place orders for their favourite food
both online and via apps to be conveniently
delivered wherever they are.
Read more on page 59
Payments and Fintech
PayU is one of the largest online payment
services platforms in the world and a leading
payment gateway for merchants in high-growth
markets and large international companies.
PayU operates in 20 markets and offers more
than 400 payment options.
Read more on page 62
Edtech
We reach 90% of the Fortune 100 companies
across our corporate learning companies,
including Stack Overflow, Skillsoft, GoodHabitz,
Udemy and Codecademy. In addition, we have
built a strong presence in K–12 (kindergarten
to grade 12), with brands including Brainly
and BYJU’S.
Read more on page 66
Revenue1,2
US$3.0bn
up 85% (92%)
Trading profit1,2
US$25m
up 67% (down
32%)
Employees2
11 375
Revenue1
US$3.0bn
up 100% (77%)
Trading loss1
US$724m
down >100%
(84%)
Employees
5 468
Revenue1
US$796m
up 38% (45%)
Trading loss1
US$60m
down 12% (13%)
Employees
3 246
Revenue1
US$425m
up >100% (55%)
Trading loss1
US$117m
down >100%
(>100%)
Employees
663
Etail
eMAG is an ecommerce leader in Central
and Eastern Europe.
Read more on page 69
Revenue1
US$2.3bn
up 0% (3%)
Trading loss1
US$34m
down >100%
(>100%)
Employees
8 230
Other Ecommerce
Included is our Ventures arm which partners with
entrepreneurs to build prominent technology
companies, with the ambition to fuel the next
wave of growth for the group.
Read more on page 75
Revenue1
US$382m
up 85% (>100%)
Trading loss1
US$202m
down <-100%
(<-100%)
Employees
1 244
Social and Internet Platforms
Prosus also holds an investment in Tencent,
China’s largest and most-used internet
services platform.
Read more on page 80
Etail
Takealot is South Africa’s leading etailer,
with three major businesses: Takealot.com,
Superbalist and Mr D Food.
Read more on page 69
Media24
Media24 is one of Africa’s leading print
and digital media groups with interests in
digital media and services, newspapers,
magazines, ecommerce, book publishing
and media logistics.
Read more on page 82
Revenue1
US$25.8bn
up 15% (16%)
Trading profit1
US$6.3bn
up 3% (4%)
Revenue1
US$827m
up 36% (27%)
Trading loss1
US$7m
up 0% (14%)
Employees
2 399
Revenue1
US$257m
up 22% (12%)
Trading profit1
US$17m
up >100%
(>100%)
Employees
2 344
41.87%
16.51%
26.45%
13.84%
42.29%
Iyzico
42.29%
34.93%
42.29%
15.88%
42.29%
26.35%
5.57%
17.82%
33.65%
5.80%
5.85%
12.18%
100.00%
100%
1 Presented on an economic-interest basis.
2
Includes Avito.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther information Chair’s review
In a world of change and challenge, we want to improve the everyday lives of billions of people
through technology. We also hope to create long-term value for our stakeholders.
06
Doing the right things in the right way
Our values are reflected in the updated code of business ethics
and conduct. Also, see the Group overview section on page 4.
At an extraordinary shareholders’ meeting in July 2021,
shareholders approved a share exchange offer through which
Naspers shareholders could tender their shares for Prosus shares.
We appreciate the support received from shareholders.
Our annual general meeting on 25 August 2021 was again held
virtually as a result of measures related to the Covid-19 pandemic.
The annual general meeting confirmed the appointment of
Angelien Kemna, a financially experienced business leader. Her
understanding of the investment industry and corporate
governance practices strengthens our board.
Sharmistha (Shar) Dubey was appointed as an independent
non-executive director with effect from 1 April 2022. Shar brings
in-depth knowledge of information technology and digital service
businesses. Her competencies will be of great value to our board.
Emilie Choi stepped down from the board with effect from 26
August 2021. Ben van der Ross retired from the board on 1 April
2022, having served the group in varied and valued capacities for
more than 23 years. We thank them both for their extensive
contributions.
Making a difference in South Africa
We contribute to the development of South Africa’s tech ecosystem.
Since its launch, Naspers Foundry has invested close to R700m in
12 home-grown tech businesses. They are benefiting society
through the people they employ and the products they build. Our
youth development programme, Naspers Labs, is building skills
among young South Africans. Our aim is to enable thousands to
get jobs, and also to help stimulate some start-up tech-enabled
businesses.
We are also proud of our more established businesses in South
Africa. Takealot has, over the years, grown into one of South
Africa’s best-loved etailers. It gives back a lot in direct and indirect
job creation, provides a platform for many small and medium-sized
businesses to prosper, and offers a safe and convenient way for
people to buy online. Lastly, as a group, we pay a significant
amount of tax to the South African fiscus. This year we are
contributing US$191m.
Dividend
As required by the cross-holding agreement, a dividend will be
paid in relation to the Naspers N ordinary shares and A ordinary
shares from the amount that Naspers receives from Prosus as a
terminal economics distribution under the cross-holding agreement
between Naspers and Prosus.
Looking ahead
During the year ahead, we will no doubt face challenges. We will
try to navigate these as best we can. Hopefully, new opportunities
will also open up.
On behalf of the board, I sincerely thank all contributors. We look
forward to profitability, but also to improving people’s lives and
enriching communities around the world.
Koos Bekker
Chair
25 June 2022
‘ We have a history of rapidly
adapting to change. Also some
resilience. These qualities will
be required again.’
Koos Bekker
Chair
Creating value in a world of change
Two years after the start of the Covid-19 pandemic, the world looks
different.
Digitisation has advanced further, and a larger part of our lives is
lived online. Technological advances are accelerating this
transition.
As a consumer internet group and one of the larger technology
investors in the world, we are helping to bring the benefits of a
digital world to our customers. This happens particularly in our core
segments of Classifieds, Food Delivery, Payments and Fintech, and
Edtech, where we hope to build useful ecosystems.
At the same time, uncertainty abounds: rising inflation and supply
chain disruptions; pressures on natural resources; mounting
geopolitical tensions; and conflicts like the war in Ukraine.
Focusing on sustainability
We aspire to be a sustainable business. One that invests in
tech-led ventures in many countries, building them into successful
enterprises that contribute to local job creation and prosperity.
Sometimes these services create more environmentally friendly
alternatives to traditional bricks-and-mortar solutions. They can be
socially transformative, too.
During FY22, we built on the materiality assessment carried out last
year to sharpen our focus. We identified 11 issues as most
material: financial performance; business culture, ethics and
integrity; responsible investing; data privacy; human capital;
cyber-resilience; innovation; community investment; digital inclusion;
climate action; and artificial intelligence. We will implement
improvement programmes, measure performance and
communicate our progress.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Chief executive’s review
Naspers is at the heart of exciting change in the world –
change that is driven by the power of technology.
07
To help fuel our growth ambitions, in April 2021, we sold 6.48% of
our shareholding in Tencent (being 2% of the issued share capital),
improving our financial flexibility and reinforcing our balance
sheet. The sale generated proceeds of US$14.6bn and reduced
our holding to 28.9%. We have been investors in Tencent for over
20 years, with the only prior disposal being 2% in 2018.
Performance
We detail our performance on pages 51 to 83.
In summary, group revenue grew 24% to US$36.7bn (on an
economic-interest basis). Group trading profit reduced by 10% (6%)
to US$5bn (on an economic-interest basis), reflecting investment
to expand the market opportunity for each segment. We have
achieved scale in several markets, and this brings potential to
grow further, faster.
Classifieds emerged from the pandemic stronger, with healthy
growth at its core. We are amplifying that by playing a larger role
in customer transactions. For example, OLX Autos is merging
online and offline car-buying and financing with the ambition to
build the most trusted one-stop shop for transacting in cars.
Food Delivery’s performance remained strong. The scale
achieved over the past two years has expanded the opportunity
beyond delivering food from restaurants to include convenience
and grocery delivery. We participated in further funding rounds
in Swiggy and iFood, stepped up our investment in Delivery Hero,
and invested in Flink and Oda, two young, growing European
e-grocery (online grocery orders) businesses.
In Payments and Fintech, we recently announced our intended
acquisition of BillDesk in India. Subject to regulatory approval,
the integration of BillDesk and PayU will substantially increase
our scale in India, one of the fastest-growing consumer internet
markets, and create a top-10 online payments company globally
by total payment volume. The combined business would create
a platform to expand our digital banking capabilities.
Edtech, our newest segment, grew well. The portfolio
expanded with the acquisition of a minority stake in Skillsoft and
its simultaneous listing, and the acquisitions of Stack Overflow
and GoodHabitz. Our Edtech investments currently reach more
than 500 million users and we see great potential ahead. We
have established a solid foothold in a sector being transformed
by digital.
Etail delivered a robust performance. In Central and Eastern
Europe, eMAG is building its presence, developing an ecosystem
that includes offering repair services for products and food
delivery. In South Africa, Takealot continues to play a leading
role in saving customers time and money, enabling third-party
businesses and creating opportunities for many.
Our Ventures arm had a strong year, investing more capital
than before and cultivating a healthy pipeline of prospects for
the coming year. Ventures is our engine for growing into new
segments and markets. This year, our Edtech segment graduated
from Ventures, and before that, so did our Food Delivery segment.
Bob van Dijk
Chief executive
Using technology to improve everyday life for billions of people
creates sustainable value for the customers and communities we
serve, our group, and our many stakeholders. This is something
we have dedicated ourselves to in recent years, and we are
building companies that today serve more than 2 billion
customers. We believe there is much more to come.
Improving everyday life
Our approach is rooted in our multi-generation track record of
innovation, adaptation, and reinvention. We understand the
opportunity and importance of solving everyday problems for
customers, and that local entrepreneurs are often best placed to
do this. That’s why we continually search for and back innovative
and ambitious local entrepreneurs. We believe in nurturing and
supporting the companies we invest in, because in our experience
this is the best way to build sustainable businesses that stand the
test of time. It is this long-term approach, together with access to
our operating experience and global scale, that entrepreneurs
find attractive – offering more than funding is important in today’s
fast-moving and competitive world.
We typically progressively grow our capital commitments as we
learn and scale, which ensures a disciplined approach to capital
allocation, intrinsically linked to future returns.
Progress this year
Despite the turbulence in the past 12 months, we have made
good progress on strategy to build valuable businesses across
the group.
By aligning technology and data with key customer needs, we are
able to increase convenience, frequency of use, reliability and
safety. This is a long-term game. It takes ongoing investment to
build the end-to-end capabilities that enable closer and stronger
relationships with customers across the ecosystems of our core
segments. We believe that our patience will pay off, and we are
encouraged by the accelerated growth we are delivering through
our investments.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Chief executive’s review continued
We remain committed to creating sustainable value by
implementing strategies that improve material efficiency, driving a
systemic transition to a circular economy and low-carbon growth.
Though the nature of material environmental impacts, and
how to define them, varies between our businesses, we have
established a groupwide climate transition plan. As an important
first step, our group companies achieved carbon-neutrality this
year, and developed a thorough practice of carbon measurement
and reporting, which is an important step to defining their
net-zero pathway.
We are committed to setting groupwide, multiyear greenhouse
gas emissions reduction targets that will drive our climate
transition plan.
Responding to the crisis in Ukraine
The appalling war in Ukraine is first and foremost a human
tragedy. Ahead of the invasion, our OLX business prepared for a
worsening situation, setting up accommodation for our teams and
their families in the west of the country, advancing wages, and
putting in place regular contact with everyone. When the invasion
came, we offered relocation to safer areas in the country and
also outside of Ukraine. Some employees and their families were
relocated. The war has brought the OLX business in Ukraine to
a standstill.
We hold a minority, non-controlling stake in VK, a social and
internet platform in Russia. Following international sanctions
placed on the CEO and indirect shareholders of VK Group, we
asked our own directors on the VK board to resign their positions.
VK shares on the London Stock Exchange have ceased trading
and we have written down the full carrying value of the VK asset.
Our OLX Group also ceased all involvement in Avito, its Russian
operation. Shortly thereafter, work began to decouple Avito from
OLX Group, which now operates independently within an overall
governance framework that applies to all our subsidiaries and is
an independent Russian entity run by a local management team
and governed by its own board of directors.
Following completion of this operational separation, Prosus has
now decided to exit the Russian business. We have started the
search for an appropriate buyer for our shares in Avito.
In addition to the support already in place for our employees and
customers, we are contributing US$10m to assist humanitarian aid
efforts in Ukraine. Our Ukrainian and Polish employees are
involved in the selection of suitable registered and established
charities to receive this support. At the onset of the war, we also
made a US$350 000 donation to the International Committee of
the Red Cross.
08
‘ Our businesses delivered solid
growth. Our progress is reflected
in our Ecommerce portfolio and, to
capture the significant opportunity
ahead, we stepped up investments
in our asset-light, low-carbon
segments. We continue to build
innovative products that make
a difference in people’s lives.’
Looking forward
We always remember that we are here to create value.
We aim to increase value over the coming years on the back
of the fast-growing businesses we are building. We have big
ambitions and are clear on what we need to do to achieve them.
The board continues to work hard at executing measures that will
reduce the consolidated discount to NAV and to grow the NAV
per share of the group through actions like the share exchange
in August 2021 and the repurchase of US$10bn in shares over the
past two years. With the significant volatility currently affecting the
global capital markets, there are many factors that have led to an
increase in the discount. Some of these factors are within the
control of the group while others are not.
We acknowledge that the discount has risen to an unacceptable
level and that taking action to reduce it while still executing the
group’s strategy, should be a top priority. To that end, we are
committed to taking action on controllable uses across three
areas of focus. Firstly, we will explore ways to further improve the
structure of the group by leveraging the benefits of the Prosus
listing and subsequent share exchange. Secondly, we will identify
options for value crystallisation in our Ecommerce portfolio to
better evidence, in a systematic and repeatable way, the
significant value that has been created through our investments
and operations over a sustained period of time. Thirdly, we will
endeavour to drive increased understanding of our strategy
through greater transparency and disclosure. We believe that
these three steps are the right approach and will generate
tremendous value for our shareholders over a sustained period
of time. We remain committed and incentivised to continue on
this journey for the long-term value creation of the group.
Given the potential we have identified, we are investing to keep
growing and to expand our reach and impact. We will continue
to invest in our platforms and ecosystems, particularly in autos
transactions, credit and digital banking, as well as food and
grocery delivery. At the same time, we are driving profitability
and cash generation in more mature businesses. And through
our Ventures arm, we continue to focus on the next wave of
business models – potential segments of the future.
Bob van Dijk
Chief executive
25 June 2022
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 The world around us
We believe that technology has the power to transform how people live
their lives in every corner of the world, creating significant value for all.
09
We have identified the key trends relevant to our business across
the macro environment, technology and society, and investor
landscape. Despite the risks and uncertainties of recent times, we
believe these key trends are broadly favourable for our business.
Their implications have been distilled into three strategic priorities
for the group (covered in ‘Our strategy’ on the following pages).
Macro environment
We see a world recovering from Covid-19 that must now face
new and rising risks, not least from Russia’s invasion of Ukraine.
The outlook is uncertain, and the implications of the war across
the world are likely to be uneven.
China and India look to be particularly strong prospects for the
long term and, as the world’s two largest internet audiences, are
both markets in which we have good exposure.
A fast, but fragile, V-shaped economic recovery,
with new risks and uncertainties
The Covid-19 pandemic profoundly disrupted the world and
everyone’s lives. Its impacts continue to loom large, albeit in
a world where innovative life-changing tech in the form of
rapid vaccine development has created a way forward. As the
vaccines rolled out, economies restarted and the recovery was
fast, but uneven.
Inequality in the world has worsened since the pandemic. From
1990 until 2020, there was a consistent and fairly rapid decline in
extreme poverty, but with Covid-19, this trend reversed. Increasing
poverty combined with rising business prosperity points to greater
inequality in the world – undermining social cohesion, happiness
and stability.
The key characteristics throughout much of FY22 were a recovery
in consumer confidence and spending, the continued availability
of low-cost debt capital and strong corporate performance.
However, in the final quarter of FY22, we entered a new phase
of uncertainty marked by rapidly increasing inflation, rising
interest rates, tightening credit, continued supply-chain problems,
tempered growth projections and the shortage of tech talent.
Russia’s invasion of Ukraine has caused an additional shock
to the global economic system – driving inflation even higher,
prompting commercial loss for businesses in the region and
disrupting financial flows. The human toll and social impact of
mass migration of Ukrainians across Europe are also significant.
Unsurprisingly, we have also seen a significant market correction,
with a sharp decline in the prices of public equities around the
world. The decline has been particularly pronounced in the
technology sector, and our core segments have all been affected.
Our world is changing rapidly
and we have a role to play
7+ billion people and increasing
Our footprint is in high-growth markets.
Global developments
Climate change and rising inequalities are shared global
challenges that demand action from all sections of society.
Increased pressure on natural resources
High-growth markets have the largest vulnerable
populations and resource disparities.
Future of business
Growth and profit are not enough – ever-increasing
public scrutiny for corporates to demonstrate value
beyond financials.
Rapid digitisation
As a digital technology investor and operator we have
both opportunity and a responsibility.
Changes in capital markets
Investors are demanding and integrating environmental
and social data into investment decisions. ESG-based
investing is no longer an exception but the norm.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 10
Investor landscape
Tech investment activity and valuations hit all-time highs in 2021
and significant global capital was placed extremely quickly on a
broad range of investments. While we have seen a drop-off from
this level at the end of FY22, we believe that our long-held focus
remains true. We are confident that disciplined investment in
exceptional entrepreneurs with outstanding tech-led businesses
stands us in good stead to create long-term value.
A new high for tech investing
Supported by Covid-19 tailwinds, global venture capital funding
hit an all-time high in 2021. According to PitchBook, global venture
investment was on track to reach US$580bn by the end of the
year – nearly 50% more than was invested in 2020, and about
20 times that in 2002.
Moreover, tech investing has taken a rapid swing towards later-
stage funding. Fewer early-stage deals are happening, while
the share of growth deals (larger than US$30m) is accelerating.
US$100m deals now represent over half of all venture capital
investments in the US. The type of tech investor has also changed
dramatically, with hybrid private equity/venture capital investors
being the most active in FY22.
We intend to remain disciplined technology investors, creating
sustainable value in our own distinctive way.
Responding to the trends
In the past two years, powerful macro, geopolitical, technology,
regulatory and investor forces have shaped the world and
created a broadly positive environment for businesses such as
ours that are focused on improving lives through technology.
However, towards the end of FY22, the world shifted to a new
era of broad-based inflation, rising interest rates, falling asset
prices, and the shocks from the war in Ukraine.
Despite the challenges, we remain well positioned to capitalise
on opportunities that arise in this time of dislocation. We are
thoughtful, focused, and have an ‘operator’s edge’ in assessing
and optimising investments. Our global network is strong and our
differentiation as patient, company-building capital is distinctive.
We have several well-established businesses in our portfolio and
also several assets that can deliver meaningful capital as we
need it.
Now, as ever, we are determined to create increased sustainable
value for our shareholders and stakeholders. To this end, and
given the trends outlined here, we have set three key strategic
priorities for the group (refer to pages 11 and 12).
The world around us continued
Diverging prospects across countries – China and India
remain strong
Post-pandemic prospects differ markedly between countries
across the globe. While China continues to grapple with the
effects of the pandemic, long-term China is becoming increasingly
dominant on the world stage. This is set to continue, with China
increasingly dominant on the world stage. While in 2000, the US
was the most important trading partner for the vast majority of the
world, by 2020 it was replaced by China.
In terms of tech and innovation, the centre of gravity has shifted,
too. India and China now have five times the number of
smartphone users as the US. In addition, the volume of venture
funding in the rest of the world now exceeds the US, with India
playing a big part in this switch. India is rapidly becoming the
third-largest country in the world for large tech start-ups. In 2021
alone, India saw the birth of more than 20 unicorns (start-up
companies rapidly reaching a valuation of US$1bn).
Tech and society
The pandemic has changed people’s lives forever – accelerating
the use of tech and the growth in tech titans, and in turn leading
to a countertrend of anti-tech sentiment and rising regulation. As a
responsible tech operator and investor, we are well positioned to
navigate our changing world – contributing to it and creating
value for our stakeholders.
Pandemic patterns persist: We are changed forever
Covid-19 has had a lasting impact on people. People have
redefined how they work, interact, shop and play, moving much
of this everyday activity online. Throughout the pandemic,
ecommerce sales rose swiftly and digital communication took
over. At the same time, with mounting evidence of the climate
crisis, sustainability became a bigger concern. As well as moving
online, people are also going green and they increasingly expect
companies to play their part.
The rise of a tech-enabled world
Technology is at the heart of this transformation and, with it,
the tech titans, which surged in value throughout the pandemic.
While recent macroeconomic effects have suppressed the rise
in tech stock market valuations, the changes that we’ve seen are
foundational and are expected to outlast the pandemic. The way
we live our lives, the way companies operate and market their
products – people and businesses have become more reliant
on technology. Even amid one of the most punishing economic
downturns on record, spending surged on computers, video
games, online retail, cloud-computing services and digital
advertising.
A worldwide crackdown on big-tech
While the technology sector has significant further growth
potential, there are challenges. The world’s view on the tech
sector is increasingly critical, political and, in some cases,
hostile. Correspondingly, regulation around this is on the
increase. This is not unexpected, as historically all new sectors
have typically seen increased oversight as they grow. Sweeping
technological advancements pose significant challenges for
regulators who strive to maintain a balance between fostering
innovation, protecting consumers, and addressing the unintended
consequences of digital disruption at scale. Regulators must
balance their responsibility to protect citizens with encouraging
innovation in new technologies and businesses. Inherent is the
risk of overregulation.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Our strategy
Our strategy for building long-term value continues to be relevant and differentiated.
11
Our core strategy
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 companies with a
strong market presence.
Active, focused, long term, disciplined
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. We think long term. 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 – acting like owners and doing
the right thing for the long term, for all our stakeholders.
How we add value through our strategy
We pursue growth by building leading companies that empower people and enrich communities.
Our focus areas
Build global technology
leaders to…
…address big
societal needs…
…in high-
growth markets…
…where we can
build sustainable
leading positions.
We do this through a rigorous process: test, invest, scale
Our operating model
Global outlook
Local entrepreneurs
Investor
Operator
Our core and sustainable approach
Active
Bring more than
money
Focused
Invest in a
targeted way
Long-term focus
Build sustainable
businesses
Disciplined
Play to win,
progressively
Responsible
Do the right thing
Read more about how we operate responsibly on pages 16 to 18
• We are building four core segments:
– Classifieds
– Food Delivery
– Payments and Fintech, and
– Edtech
• In FY22, the bulk of our investment has gone into these core segments.
• In Etail, we will continue to build strong local ecommerce ecosystems with
eMAG and Takealot.
• We will continue to explore new opportunities through Ventures and potential
new segments over time.
• We will strive for returns well above our cost of capital.
• We are both an operator and active investor.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Our strategy continued
12
Global and local; investor and operator
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
operate and invest as we seek to create the greatest long-term
value. As an investor, we take a disciplined and systematic
approach to capital allocation and we have a responsible,
long-term approach to operating. Our aim is to help, support
and encourage entrepreneurs and businesses.
Our three strategic priorities
Building on our core strategy and the implications of key trends
in the world around us, we have set three strategic priorities for
the group:
1. Drive organic growth in our core businesses.
2. Expand local ecosystems.
3. Be a force for good for our stakeholders.
Priority 1: Drive organic growth in our core businesses
We see tremendous opportunity in technology globally. At
the same time, we know that certain markets will thrive more
than others.
Backing winning segments
We will continue to focus on our core segments and drive organic
growth in these. While tech has done well across the board,
we have invested in some of the biggest and best-performing
segments and we believe there is plenty of room for more growth
in these sectors.
Targeting high-growth markets around the world
We will also continue to focus on high-growth markets.
While regulatory change has recently curbed investor enthusiasm
in China, we believe China remains one of the most attractive
internet markets in the world, and Tencent is well positioned here.
We also believe that regulation is ultimately healthy for any
industry or market – in time, businesses will adjust and investor
appetite will return.
India is a top priority, and we are strengthening our teams and
investments there. Our proposed acquisition of BillDesk would be
our biggest deal to date, taking us to the next level in Payments
and Fintech. We have also stepped up investment in Meesho,
which is focused on social commerce, and in healthtech platform
PharmEasy. We will focus on backing local entrepreneurs to make
sure we align well with India’s domestic priorities.
We want to invest more in Southeast Asia. We see opportunity
there – growth is strong and smartphone adoption is rising
rapidly. We have made several smaller investments and have
a good pipeline ahead.
In Brazil, we see strong opportunity for iFood. Again, we are
focused on organic growth, particularly in fintech and convenience
retail, which we believe will strengthen iFood’s ecosystem and
deliver substantial incremental value.
We will continue to monitor Western markets for opportunities and
be selective in our approach, prioritising the biggest opportunities.
Priority 2: Expand local ecosystems
Within our segments, our businesses are building ecosystems with
a strong local presence.
As an example, in Classifieds, our OLX Autos business now offers
a full end-to-end sales process, building beyond what used to
be merely facilitating car transactions. In FY22, OLX Autos scaled
volumes across key markets, and increased revenue by 158%
(173%). Our plan is to grow OLX Autos in size and to build
ecosystems, providing our customers with large offline
components and significant financing and insurance activities.
Similarly, our Food Delivery businesses are building on their
sizeable delivery operations to extend into adjacent delivery
verticals, such as convenience and grocery. These moves create
more value for customers and more value for our businesses.
Expanding into convenience and grocery is key – bringing a
major offline component into the businesses, providing a much
broader set of products for customers.
We are also expanding our Payments and Fintech platform in
India to create a broader ecosystem. We launched a credit-led
digital-banking offering in India and aim to scale it.
We are also building valuable local ecosystems around local
market heroes, such as Takealot in South Africa and eMAG in
Central and Eastern Europe. Takealot has significantly grown its
food delivery business in South Africa and is working on launching
a grocery service. eMAG is growing food delivery rapidly and
challenging incumbents, building Romania’s largest last-mile
delivery platform and expanding into grocery.
Priority 3: Be a force for good for our stakeholders
Expectations of companies are growing. Shareholders, regulators
and many other stakeholders are increasingly interested in how
seriously we take our responsibilities as a global technology
group: how well we look after our people and our customers; the
kind of role we play in society; and of course, the impact of our
businesses on the planet.
We have a strong heritage of acting responsibly as a group. But
much of this good work has been implicit – a natural, unspoken
consequence of fundamentals such as being disciplined about
long-term value creation, backing entrepreneurs who share our
values, and focusing on improving people’s everyday lives through
technology. We believe it has now become essential that we do
business with the stated goal of being a positive force for the
world around us. We will, therefore, ensure we are all clear on our
role in the world, and on the expectations we have of each other.
To this end, we are increasing our focus on sustainable investment
themes, such as agtech (agriculture technology) and healthtech,
which are both on the radar of our Ventures arm.
We have also formalised and articulated our approach to
responsible investing. You can find out more on pages 16 to 18.
We are all united by our shared purpose – to improve
everyday life for billions of people through technology – and
our shared values.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 13
How we create value
We are driven by our purpose
To improve everyday lives for billions of people through technology
We prioritise our approach based on the material matters for our stakeholders
Financial
performance
Responsible
investments
People
Innovation
AI
Business culture,
ethics and integrity
Climate action
Digital inclusion
Cyber-resilience
Data privacy
Community
investment
The resources we need
Financial
Human
Manufactured
Intellectual
Social
Natural
Financial funds and
assets used to invest and
develop our operations.
Skills owned by
our employees.
All investments
in facilities and
technologies
across the group.
Ideas, source code,
domains, know-how and
knowledge we create,
own and protect.
Trust we build in
the communities where
we operate.
We use natural resources
in every aspect of our
business and operations,
including both downstream
and upstream in our
value chain.
How we add value through our strategy
We pursue growth by building leading companies that empower people and enrich communities.
Our focus areas
Build global technology
leaders to…
…address big
societal needs…
…in high-
growth markets…
…where we can build sustainable
leadership positions.
We do this through a rigorous process: test, invest, scale
Our operating model
Global outlook
Local entrepreneurs
Investor
Operator
Our core and sustainable 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
Read more about how we operate responsibly on pages 16 to 18
The value we create
Financial
Human
Manufactured
Intellectual
Social
Natural
We deliver long-term
shareholder value
through disciplined
capital allocation
and robust financial
performance.
We create workplaces
with a fair and inclusive
culture. Development
opportunities.
We provide innovative
platforms and services
to customers globally.
Through our intellectual
property, we drive
change and innovation
within the industry.
We treat our partners
fairly and drive high
social value in our
operations.
How we measure the value we create
• 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.
• Meaningful IRR ahead
of cost of capital.
• Increase focus
on diversity and
inclusion throughout
the group, measured
through employee
engagement survey.
• Continue to build
our AI capabilities
by increasing the
number of ML
(machine learning)
modules in production.
• Extend access to
digital products
and services,
promote digital
literacy and support
information technology
infrastructure.
• Apply strict discipline
to capital allocation,
and act with integrity
to promote ethical
business principles.
• Throughout the
investment life cycle,
we strive to ensure
that the scientific
and technical
standards informing
design and research
in AI products and
services are sound,
robust and of high
quality. We assess this
on an ongoing basis.
• Number of people
impacted within the
Naspers Inclusive
Development
Framework.
• Number of
beneficiaries
supported through
community investment
programmes.
• Targets to cascade
human rights statement
across subsidiaries.
We seek to protect
natural resources
through our operations
and the low-carbon,
asset-light business
models.
• Increase ESG
performance and
implement a climate
transition plan.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
The value we created this year
14
Investing behind
Ecommerce growth
US$6.3bn
Share repurchase programme of
Prosus ordinary shares
US$5bn
Strong revenue1 growth
with profitability at the core
of each business
US$36.7bn
• US$6.3bn invested to further
accelerate growth: Food Delivery,
Edtech, Payments and Fintech,
and Classifieds.
• Capital structure change,
completing the voluntary
share exchange offer.
Committing to being
carbon-neutral
New Edtech segment
gathers momentum with revenue1 of
US$425m
• +50% Ecommerce revenue growth.
• 17% increase in trading profit from
profitable businesses.
• Continued focus on growing both
NAV and NAV per share over the
long term.
Prosus FLIGHT supports
750
women and girls to acquire
skills to participate in
India’s digital economy
• We are committed to setting
groupwide, multiyear greenhouse
gas emissions reduction targets that
will drive our climate transition plan.
• Edtech grew revenue by 270% (55%).
• We made several investments and
acquisitions leading to trading
losses increasing to US$117m
from US$14m.
• Prosus FLIGHT aims to create
a network of female graduates
who can become role models for
other young women.
• Human rights statement cascaded
to all our group companies.
Significant progress on
We achieved a score of
sustainability
initiatives
88%
favourable responses to our
diversity and inclusion question
Number of AI models in production
year on year:
+124%
• Highest scoring newcomer award,
Transparency Benchmark for
sustainability reporting 2021
• Continued integration of
sustainability initiatives into
our strategy.
Strong financial performance
Revenue1
2022
2021
2020
1 Presented on an economic-interest basis.
• Employee feedback is a great
indicator of the impact and
progress we are making in
the workplace.
• We develop or adopt tools and
practices designed to check the
quality and representativeness
of data and to detect bias in
decisions based on the models.
Trading profit1
36 706m
29 586m
22 136m
2022
2021
2020
4 999m
5 555m
3 735m
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 15
Sustainability
review
16 Our approach
20 Engaging with our stakeholders
24 Human capital
24 People
27 Digital inclusion
28 Manufactured capital
28 Innovation
29 Intellectual capital
29 Artificial intelligence
32 Cyber-resilience
34 Data privacy
37 Social capital
37 Business culture, ethics and integrity
40 Community investment
43 Natural capital
43 Climate action
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
16
Our approach
We create sustainable value by investing in companies that improve everyday life for
billions of people through technology. By creating supportive environments for visionary
tech entrepreneurs in some of the world’s most exciting markets, we believe our
businesses can deliver significant positive impact on society and the planet.
Our portfolio of businesses enables a wider systemic transition
to the circular economy, more financial inclusion, and improved
access to better livelihoods and education. We are building a
portfolio of asset-light, low-carbon business models that enable
us to combine our global reach with specialist and local expertise.
We actively engage in the environmental, social and governance
(ESG) performance of our portfolio companies. We continue to
explore investment opportunities aligned with our core purpose of
improving everyday life for billions of people through technology.
Technological advances make it possible to deliver digital
products and services that contribute meaningfully to the
economic and social development of local communities.
Sustainable development is contingent on economic growth,
but we recognise that growth and profit are not enough.
By integrating ESG criteria into our decision-making, our
commitment to creating sustainable value extends across
our portfolio, from our own operations to our investees.
Our locally owned and built businesses are not only driving
innovation in key areas of life – from finance to education –
but are creating jobs and helping to transform social and
economic inequalities. We provide financial and non-financial
support to our investees, and we help them address their barriers
to scale and growth. Software-led business models can better
reduce environmental impact and extend access compared to
old-school economy sectors. Digital financial services, for
example, support a wider reach to people underserved by
bricks-and-mortar infrastructure.
We support the United Nations Sustainable Development Goals
(UN SDGs) and, like many other businesses, have identified which
of the goals closely aligned with our business. We identify this
alignment and our activities in support of the SDGs in this report
and on our website.
United Nations SDGs
Three pillars of responsible investment
1.
Embed ESG in
investment
due diligence
2.
Enhance ESG
performance
of portfolio
companies
3.
Increase
investments in
inclusive and
sustainable
businesses
Mitigate value impairment
Drive value creation
As an investor in pioneering technologies, we seek out and
partner with local entrepreneurs to create global leaders.
Activity at group level is closely focused on delivery, growth
and performance. We embed ethics and responsibility in the
application of fast-moving technologies, such as AI and ML.
Three pillars of responsible investment
Our portfolio is focused principally on consumer internet services
in sectors that address societal needs: classifieds, food delivery,
payments and fintech, education technology (edtech) and etail.
We also have significant interests in other listed internet assets.
We apply strict discipline to capital allocation, and act with
integrity to promote ethical business principles across our group
of companies.
This year, we are articulating our approach to responsible
investing for our stakeholders. Responsible investment for us is
founded on three pillars. Firstly, prior to any investment, we screen
for ESG factors and trigger enhanced due diligence during the
investment process, if required. Secondly, we manage for
performance: our investees share our entrepreneurial instincts
and are motivated by a commitment to delivery. Thirdly, we are
committed to increasing our exposure to sustainability-driven
business models across the portfolio.
Pillar 1: ESG in investment due diligence
ESG integration is embedded in our investment philosophy, as
we proactively exclude opportunities in a set of predefined
controversial sectors.
Before investing, we screen prospective investees according to
their potential to achieve significant scale, high stakeholder impact
and sustainable value at an efficient cost of capital. Across our
portfolio, we impose limits on direct or indirect exposure to any
activities and sectors that we define as controversial and have
limited appetite for. We apply a pragmatic approach to defining
factors that would trigger enhanced due diligence when
necessary. These include the size of the equity stake that would
define the level of control we would exert.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Our approach continued
17
Acquiring a controlling interest in a company implies a
higher level of accountability and influence with a consequent
cascading of our business values and our ESG principles. In
this scenario, our investment team not only looks at financial
indicators but also factors in non-financial considerations in
our company evaluation, such as their data privacy, security
controls and environmental impact.
We invest in platforms that lead the evolution of the on-demand
platform sector and empower and improve the lives of the millions
of people that make this sector possible. We endeavour to
empower and protect the rights of workers whose livelihoods
depend on our businesses. While each company is solving their
own local needs, we share our guiding principles as a basis to
implement in their operations.
Pillar 2: Enhance ESG performance of portfolio companies
The social and environmental impact of our businesses is central
to our understanding of sustainable value. While the nature of
material environmental impacts, and how to define them, may
vary between companies, we apply consistent ESG principles
across material topics and systemically cascade them to our
subsidiaries, to drive performance. These include data privacy
and cybersecurity, human rights, business ethics and compliance,
and climate action.
An example of this is how diligently our food delivery portfolio
companies have worked in partnership with Fair Work, the world’s
leading research project that seeks to improve the conditions and
treatment of on-demand workers, as evidenced by the material
year-on-year improvements to the scores achieved by our portfolio
companies. Additionally, we work in close collaboration with our
food portfolio subsidiaries to review their ongoing engagement
of on-demand workers (including on topics such as pay, benefits
and safety).
As we have a large number of subsidiaries, associates and
investees, we monitor our subsidiaries and those in which we
have a significant minority. In cases where we have a board seat,
we leverage that engagement opportunity. To drive best practice,
we also proactively invite subsidiaries and significant minorities to
engage on key climate topics through the Sustainability
Accelerators Network.
For subsidiaries, environmental impact is managed under the
governance framework. Action aligned to our climate goals is a
requirement across the portfolio, with performance standards set
at a group level. Where we hold a minority stake in a subsidiary,
our board members provide corresponding levels of direction
and influence. Please see our website at www.naspers.com/
sustainability for a discussion of our sustainability framework.
Naspers is committed to improving transparency and reporting
standards. We provide all subsidiaries with a carbon data
management tool and support our businesses with data-driven
analysis to define a baseline and set company-specific targets for
greenhouse gas (GHG) emissions. We consolidate and disclose
the direct and indirect footprint at group level, annually. We
received a B score for our first detailed disclosure on the CDP
(formerly Carbon Disclosure Project) platform. We also received
the highest-scoring newcomer award from the Netherlands’
Transparency Benchmark for our sustainability reporting in 2021.
We encourage open learning across the group, and support
investees by identifying technology and partnerships for low-
carbon growth and material efficiency. Our sector-specific forums
share expertise and best practices on topics such as carbon
emissions, plastics, e-waste and electric vehicles. A growing
network of ‘sustainability accelerators’ enables the transfer
innovations across the group.
We maintain standards and set targets at a group level, while
encouraging flexibility among investees to tailor their business
strategies to local conditions. The diversity of our portfolio makes
a one-size-fits-all approach impractical. As investors, our influence
among investees varies, but the principles that guide us are consistent.
Value creation: Demonstrative impact on society and planet
Low carbon
High social impact
Physical services
Digital services
Empower people and enrich communities
Core segments
Impact on the planet
Impact on society
Classifieds
Powering the circular economy
Enabling responsible consumption
Number of users
Payments and Fintech
Net positive impact of digital transformation of
financial services
Financial inclusion
Total number of customers in growth markets (gender breakdown)
Edtech
Net positive impact of digital learning
Learning for all
Food Delivery
Positive impact of deploying best-in-class operating models
New livelihood opportunities
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Our approach continued
18
In our corporate operations, we exercise full control of our
sustainability strategy. We work closely with subsidiaries to
ensure management embeds our principles for all material
issues, adapted for factors such as business model, operations,
employees and geography, resources, and the complexity of
their activities.
Pillar 3: Increase investments in inclusive and sustainable
businesses
We are committed to increasing our exposure to sustainability-
driven business models.
We will identify and invest in innovations that drive the systemic
transition towards a low-carbon consumption economy, software
opportunities where digital services are transforming the
environmental footprint and social impact of traditional business
sectors, or asset-light digital services that can deliver on our group
purpose to improve everyday life for half of the planet’s people.
For example, this year our Ventures arm invested in several
companies such as DeHaat, Aruna and Biome Makers, which
apply sustainable digital solutions in agtech (see pages 76 and
77) by using soil biology analytics and AI-based tools to
determine the most sustainable solutions for crops, and address
specific climate and social inclusion challenges. These priorities
are consistent with our support for circular economy innovations to
mitigate and reduce the environmental footprint of the service and
its users.
We intend to quantify the positive environmental and social (E&S)
impact of our businesses in the context of highlighting revenues
derived from sustainability-driven models within our wider
portfolio. This is to structurally evidence and report the non-
financial value that we create in the communities we operate in.
In our Classifieds, Edtech, and Payments and Fintech portfolios, for
example, as a pilot, we will measure the net environmental impact
of the transition to digital services. For example, our Food Delivery
portfolio companies create economic opportunities for over a
million on-demand workers as a part of their value chain. A study
connected by FIPE (Fundação Instituto de Pesquisas Econômicas)
in 2020, researched the socio-economic impact of iFood’s
operations in Brazil.
An analysis was carried out on the evolution of employment
over the period 2014 to 2021 in 12 Brazilian cities, including
790 sub-regions within these cities. FIPE observed that the
presence of iFood in the sub-regions is positively related to
both the employment volume and its growth rate. About 730 000
jobs (formal and informal), equivalent to 0.72% of the employed
population in 2020, were created as part of iFood’s value chain.
FIPE further concluded that iFood drivers receive an hourly
wage compatible with what they would receive if they were
employed in the formal sector. This is consistent with our efforts
to enhance transparency while increasing our exposure to
sustainability-led revenues.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 19
Our approach continued
External benchmarking of our ESG performance
Rating agencies
2020 score
24.1
Medium risk
31
A
3/5
F
Rank:
#48/100
2021 score
17.8
Low risk
47
AA
3.3/5
Included in the FTSE
Responsible Investment Index
B
Rank:
#39/150
Sustainability governance
As an established investor in high-growth markets, we are
committed to good governance. Ultimate oversight of our
sustainability policy and the implementation thereof vest in
the Naspers board.
The board assesses the overall sustainability of the group,
and its financial solvency and liquidity. Assisted by specialist
committees, including a risk committee and a sustainability
committee, the board oversees our processes to manage
sustainability risks and opportunities, compliance with applicable
reporting regulations, their disclosures across the portfolio and
external reporting. This year, multiple sessions were conducted
for the board to deepen its understanding of the implications of
climate change and wider social and environmental issues for
long-term corporate performance. The key topics included in
these ESG sessions ranged from setting science-based targets
to ESG in capital markets.
Our sustainability policy is aligned with the six capitals model.
The board considers the influence on and effects of our business
activities in relation to the six types of capital, namely: financial,
manufactured, intellectual, human, social and natural.
Implementation of our group sustainability plan is delegated to
the management team, which conducts a biannual review of our
progress against published targets. The chief executive and the
executive management team develop our strategy that feeds
into the business plan, applying the six capitals framework in
the context of the most material issues for our stakeholders.
Identifying sustainability risks and opportunities is led by the
global head of sustainability, who is responsible for managing
implementation of the group sustainability plan. The global
head of sustainability reports to the group general counsel, a
member of the executive management team, who reports to
the chief executive.
Across the portfolio, we have appointed sustainability
champions to raise awareness and lead implementation
of the sustainability plan.
The Naspers sustainability policy, detailing our sustainability
framework and principles, is available on our website at
www.naspers.com/sustainability.
Reporting and disclosure
Our performance and progress on sustainability issues are
assessed by outside experts, in line with our commitment to raising
standards of disclosure and transparency. Internal audits inform
the process of benchmarking across our portfolio. We regularly
publish updates on our progress on the sustainability sections of our
website and in our interim and annual results. Our ESG performance
is rated by industry analysts with the results being published and
benchmarked against peers.
Naspers is committed to annual disclosures under the framework
of the GHG protocol. For the coming year, each of the group
companies has set a target to further improve on their GHG
inventory disclosures by including material scope 3 categories
along with their scope 1 and scope 2 reporting. The effort towards
achieving this goal varies significantly across the various companies,
due to their very diverse operating sectors and extended value
chain that constitutes their scope 3 categories. While each company
applies the GHG protocol to define their own operational and
organisational boundaries, the nature of their extended upstream
and downstream value chain will be unique. For relevant and
consistent GHG accounting and reporting, we encourage the
companies to develop a best fit methodology reflective of their
own commercial and operational realities. For example, for our
Etail companies to pivot from enabling the trade of goods to
selling goods on their platform can have meaningful impact on
their emissions profile.
For all subsidiaries, an internal audit of their controls on the carbon
data reporting process was conducted, findings of which were
reviewed at board level. Separately, EY performed a readiness
review for data disclosures on scope 1 and scope 2 to prepare
for an external limited assurance by PwC South Africa. The carbon
data disclosures for the Naspers group, covering all subsidiaries,
including Prosus and all its subsidiaries, have been reviewed for
limited assurance on their scope 1 and scope 2 carbon disclosures.
Category 6, business travel within scope 3, was reviewed for
Naspers corporate employees and Prosus corporate employees.
In the longer term, this will enable the group to forecast and set
meaningful reduction targets towards a net-zero pathway relevant to
each of the companies. Significantly, Tencent has joined the Science
Based Targets initiative (SBTi) and published its carbon-neutrality
target and roadmap in February 2022.
DISCLOSURE INSIGHT ACTIONGroup overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 20
Engaging with our stakeholders
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.
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. To balance the needs, interests
and expectations of a diverse group of stakeholders, we take an
inclusive approach.
Identifying material issues
In addition to our stakeholder dialogue, over the past two years we
have performed a materiality assessment. 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.
Material issues
We focus on the issues that matter most to our businesses and
their stakeholders. In FY22, we improved the depth and relevance
of our materiality assessment. On these issues, we aim
progressively to mitigate harm, do good by contributing to positive
change, and to lead by example in creating sustainable value.
Building on work done in FY21, we have completed an internal
review followed by external consultation to sharpen our focus on
the most important issues for our stakeholders. From a list of 15
issues, we identified 11 as most material.
Our review introduced one new material issue for FY22:
community investment. This may be driven by enhanced
geopolitical instability and disruption of communities, both by the
pandemic and as a consequence of the war in Ukraine. We also
observed a shift in the prioritisation of the material topics, owing
to an enhanced understanding and appreciation of our capital
allocation activities in driving sustainable transitions. As a result,
customer centricity was removed as a material issue.
Materiality results
We have the following key stakeholder
groups:
1
Customers and users
We want to help customers and users improve their
everyday lives. Customers are indirectly represented
through our investee companies.
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.
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.
Financial
performance
Culture, ethics
and integrity
6
Data privacy
Cyber-resilience
People
Society
We are committed to making a lasting positive impact for
society and the world we live in.
Responsible
investments
7
Climate
action
Digital inclusion
AI
Innovation
Community
investment
Impact of the company on economic,
environmental and social matters
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 as many of our businesses have a big
impact on people’s lives.
l
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r
e
d
o
h
e
k
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o
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t
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m
I
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Engaging with our stakeholders continued
We will continue to define and articulate our approach for each
material issue. We will implement improvement programmes to
manage and measure our performance, and report transparently
to communicate our progress. In future, we aim to apply a double
materiality lens, namely to map both the ‘outside-in’ impact of
material issues on our businesses, and ‘inside-out’ impact on
people and the environment.
11 material issues within the six capitals
Each of these material issues is covered in detail on the
pages indicated.
Financial capital
Financial performance
We create value by increasing our revenues and market shares,
and by increasing our exposure to financial revenue from
sustainable business models. Our understanding of sustainable
value creation applies strict discipline to capital allocation and
performance management. See page 99.
Responsible investing
We are a responsible investor. We apply ESG factors in the
selection and assessment of new prospects and apply these
criteria in managing the performance of businesses and
investments across our portfolio. See pages 16 to 18.
Human capital
People
We help people achieve their potential and be their best. We
work to realise this aspiration for our employees and across the
value chain of our businesses, including for the many thousands of
people who work on our platforms around the world. See pages
24 to 27.
Digital inclusion
Digital inclusion underpins our business strategies. We extend
access to digital products and services, promote digital literacy
and support information technology infrastructure. See page 27.
21
Manufactured capital
Innovation
We find, nurture and scale innovative technology to create new
ways of doing business. Our investments in sustainable value
creation contribute to positive and systemic change by developing
solutions to societal needs. See page 28.
Intellectual capital
Artificial intelligence
We invest in pioneering technologies, guided by our group
principles for the responsible application of artificial intelligence
(AI). In building software-led business models, we aim to create
value, and to engage in external advocacy for the ethical
development of AI. See pages 29 to 31.
Cyber-resilience
We take cybersecurity seriously. Across our group, we protect the
information technology infrastructure of businesses, governments
and households against increasingly disruptive, frequent and
sophisticated cybercrimes that could result in economic damage,
financial loss, geopolitical tensions and social instability. See
pages 32 and 33.
Data privacy
We create and adhere to the right policies and frameworks to
control and secure our business, customers’ and employees’ data.
See pages 34 to 36.
Social capital
Business culture, ethics and integrity
We embed our group goals, purpose and values in all business
activities and operations. While our influence on investees varies
across our portfolio and supply chain, we are committed to
effective communication and engagement with all our
stakeholders. See pages 37 to 39.
Community investment
We invest for real and sustainable impact in the communities
where we live and work, applying the principle that local actors
know best how to deliver meaningful change in local contexts.
See pages 40 to 42.
Natural capital
Climate action
Reducing GHG emissions and energy consumption is a high
priority for all our operations and investments. See pages 43 to
49.
Materiality within the six capitals
Eleven material issues
Financial
performance
Responsible
investments
People
Innovation
AI
Business culture,
ethics and integrity
Climate action
Digital inclusion
Cyber-resilience
Data privacy
Community
investment
The resources we need
Financial
Human
Manufactured
Intellectual
Social
Natural
• Financial performance
• Responsible
investments
• Human capital
• Human rights
• Innovation
• IT infrastructure
breakdown
• AI
• Data privacy
• IT governance
• Cyber-resilience
• Community investment
• Geopolitical stability
• Business culture, ethics
and integrity
• Digital inclusion
• Customer centricity
• Climate action
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Engaging with our stakeholders continued
22
Customers and users
Customers and users
Employees
What matters to them
Positive experience – safety, fast
delivery, return and feedback
Competitive pricing and range
of products
Content preference
Trust
Data privacy
What matters to them
Support with the challenges of
Covid-19, particularly ensuring
health and safety, working from
home and wellbeing
Providing jobs with meaning
and a sense of purpose
Recruitment, retention and
development of talent
Culture, including diversity and
inclusion, employee wellbeing
and engagement
How we engage
• Call centres, showrooms and client relationship managers.
• 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 product ranges and the
customer experience, and ensure that we fairly price our offerings.
• We undertake a range of customer-focused initiatives, from investing
in and developing AI and ML to improve convenience and safety, to
developing new services such as home delivery of groceries.
How we engage
• Ongoing dialogue with our people is embedded in our work practices.
• Formal and informal channels to engage and encourage open
communication, from leadership and CEO updates by email and video
to face-to-face gatherings and online collaboration and content-sharing.
• Continuous learning and development through our online learning
platform MyAcademy, and through live education programmes.
• Employee forums.
Our response and impact
• We undertake ongoing investment in developing our people, including
creating and supporting professional development opportunities.
• We recognise great work through fair and competitive rewards.
• We focus on building an inclusive, empowered and supportive culture.
• We care for our people through various health and wellbeing initiatives.
Society
What matters to them
Our response to Covid-19 and
support for communities
Social impact investment to
support meaningful impact
Minimising our
environmental impact
Local employment and value
creation, including supporting
local businesses
Adherence to local laws
and paying taxes due
Media
What matters to them
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
and our view on key industry
segments
How we work across our
group companies
How we engage
• Community investment 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.
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
• Our groupwide aim is to develop products and services that
to build relationships and understanding.
meet societal needs.
• We contribute to enabling and encouraging conscious consumerism.
• We focus on hiring local employees and growing local talent,
including investing in local businesses.
• We proactively schedule media interviews to provide briefings
on strategic updates and significant news.
• We build announcement plans to maximise coverage.
• We respond to requests for comment in line with communications
• Safety of our employees is of paramount importance,
and investor relations policies.
for example, our efforts in Ukraine.
• Our group legal compliance programme is tailored to the
unique risks and local laws that apply to each business.
• We adopt a responsible approach to tax.
• We are quick to correct inaccurate commentary or articles
as appropriate.
Material issues
Financial
performance
Responsible
investments
People
Innovation
AI
Business culture,
ethics and integrity
Climate action
Digital inclusion
Cyber-resilience
Data privacy
Community
investment
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Engaging with our stakeholders continued
23
Investors and
shareholders
What matters to them
ESG integration in investment
decisions
Holding-company discount and
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
Governments
and regulators
What matters to them
Path to profitability and
cash flow generation
M&A: Industry consolidation
or bigger deals
Strategy for Food Delivery,
and Payments and Fintech
segments, and how we are
investing for growth
Competition across
core segments
Response to Covid-19
Sustainable development
Innovation and entrepreneurship
Competition policy
Taxation
Investments and
international trade
Data protection and privacy
AI
Cyber-resilience
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
• Investor meetings and teleconferences.
• Conference participation.
• Interim and integrated annual reports.
• Financial results presentations and investor days.
• Business deep-dives.
• 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.
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, India,
China and South Africa) summits and 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
• We provide biannual updates on our internal rate of return for the
express views.
total portfolio and ecommerce.
• We are implementing measures to reduce the holding-company
discount.
• We provide information to policy-makers in the form of expert
advice, based on our global experience as well as technology
and sector expertise.
Business partners
What matters to them
Continued supply of
products and services
Awareness of relevant
developments in the business
Understanding and recognising
our partners’ rights, specifically
on changing procurement
processes, pricing, content,
platform use, privacy
and security
Industry bodies
What matters to them
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
• Structured meetings, calls and electronic communication.
• Informal day-to-day communication.
Our response and impact
• We have strong relationship management systems to ensure regular
communication between key management and business
representatives.
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.
• Our structured grievance processes to 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
• 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.
relationship and agreement terms and requirements.
• We produce thought leadership and position papers.
• Business approaches are reviewed regularly to ensure they align with
international norms.
Material issues
Financial
performance
Responsible
investments
People
Innovation
AI
Business culture,
ethics and integrity
Climate action
Digital inclusion
Cyber-resilience
Data privacy
Community
investment
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Human capital
24
2Our 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.
People
Our employee value proposition
Our people seek meaningful jobs with line-of-sight to business
outcomes and the opportunity to learn and grow professionally.
We enjoy working in a purpose-driven environment, where we
are recognised for a job well done and are fairly paid in line
with personal and company performance. We care for and
connect with our people, particularly in times of need.
Interesting work for our people
Our people are at the heart of our business – they create
our success.
We are dedicated to helping our people be their best by
enabling a culture built on diversity, inclusion, and learning.
We are facing the challenge of the global shortage of digital
talent every day. The best people have many choices about how
and where they work, and who they work for, so our employee
value proposition is critical to attract talent that ensures the
continued growth and success of our business.
To this end, we focus on creating the following experience:
• To offer 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 it operates.
• To deliver career-enhancing professional development and
ongoing opportunities to network, learn and collaborate
internally and externally.
• To recognise excellent work with fair and competitive rewards,
enabling us to compete for talent with global and regional/local
consumer internet players.
• To put 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.
Opportunity to learn and grow
Groupwide learning and development through MyAcademy
We make learning accessible everywhere, at any time.
MyAcademy – our online learning hub connecting our people to
learning materials – is available on demand to everyone across
the group.
Our people development programmes focus on these three
key areas:
• Reinforcing the leadership pipeline and accelerating the
growth of top talent.
• Driving a performance culture.
• Supporting the ongoing development and growth of our
businesses by equipping our people with core consumer internet
and digital media skills.
Over the past 12 months, we invited 29 leaders from all our core
segments to the INSEAD International Director programme, a
certification that is a global standard in the upskilling of board
members. It aligned extremely well with our need to develop a
talent pool of skilled board members who can represent Naspers
on the boards of our portfolio companies.
We have curated the very best learning experiences from
providers around the world, including our own education partners.
The flexibility of the MyAcademy web-based technology allows
rapid and efficient deployment across the group.
Limitless learning
We care deeply about providing equal learning opportunities to
our people, especially in geographies where access to learning
is scarce due to the lack of local infrastructure and resources.
The split of our learning hours consumption by geographies
demonstrates the positive impact we are making in our
emerging countries.
Most of our learning programmes are digital, which allowed us
to continue investing in the development of our people during
the pandemic.
Employee value proposition
Learning hours over the past 12 months
Europe
India
Africa
Latin America
Southeast Asia and
the rest of the world
Total
36 539
83 842
34 246
46 865
11%
26%
11%
15%
120 211
37%
321 703
100%
Interesting
work
Opportunity to
learn and grow
Employee
wellness
Great
leadership
and culture
Competitive
pay and
benefits
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Human capital continued
25
For example, we supported the group effort in cybersecurity by
launching our school of cybersecurity. Our programmes in that
area equip people with an understanding of cybersecurity threats
and risks. This year, we also began offering our engineers the
opportunity to study cybersecurity nanodegrees to help develop
skills that are very scarce in the talent market.
Building a diverse and inclusive workplace
Building a diverse and inclusive workplace is a key element of our
future business growth and success strategy. Throughout the year,
we placed a big focus on diversity and inclusion in our internal
and external activities. This year, our prototyping inclusion
workshop for leaders has been cascaded across the group.
We also explored learning formats that more closely resemble
face-to-face training sessions by developing and expanding
on our live digital training offering. Our new AI For Impact
programme, which brings groups of learners together for two
half-days, is a good example of this initiative.
Strengthening our capabilities on topics critical for growth
Technology training is one of the most popular development
areas on MyAcademy but we also use the platform to accelerate
and strengthen our 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, artificial intelligence (AI)
and machine learning (ML). These sessions bring people together
from across the group, giving them the opportunity to learn from
each other, share best practice 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.
MyAcademy is also a critical element in our AI and ML
transformation plan. We use it to train people who are not in
engineering roles in AI and ML, through our AI For Everyone
course. MyAcademy has enabled 101 technology colleagues to
earn AI nanodegrees, and initiate a new career path in AI and
ML. In addition, our AI For Growth programme equips business
leaders with the skills and knowledge they need to build AI-centric
businesses. See page 29 for more information on AI and ML.
Great leadership and culture
Cultivating a strong groupwide culture
We’re a diverse group of global companies, but our values,
which are described in detail on page 4, are consistent for
our people regardless of where we operate.
Given the scarcity of talent in the consumer internet industry and
our focus on growth markets, we face the ongoing challenge of
attracting and retaining talented and qualified candidates. We
are proactively addressing this 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.
Our approach is based on these three main pillars, which are
closely intertwined and depend on each other to be successful:
• Top leadership support: The commitment from the leadership
team is to support and champion these initiatives. Our
leadership’s commitment to diversity and inclusion started
several years ago. This is one of our business strategic priorities,
and included as a measurable goal for management teams.
For more information, see page 106.
• Employee experience: This refers to all the different experiences
an individual can have during their journey with our group.
• Shared responsibility: To ensure we create a truly inclusive
workplace, and that we have the right impact on society, we
all have a responsibility to encourage diversity and inclusion.
Attracting and recruiting 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 diversity and inclusion and can help us tap into
a diverse group of candidates.
Employee experience
Focusing on gender diversity
While our commitment to create an inclusive workplace that is
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 for product and
technology roles. Our initiatives to address diversity in general
and gender diversity specifically, span the employee journey and
all levels of the organisation.
Naspers: Broad-based black economic empowerment (BBBEE) generic scorecard1
Target score
Bonus points
available
Bonus points
achieved
Element
Equity ownership
Management control
Employment equity
Skills development
Preferential procurement
Enterprise and supplier development
Socio-economic development
Total score
Performance (%)
BBBEE rating
Priority elements achieved
1 BBBEE is a form of economic empowerment legislated in South Africa.
25
9
10
20
27
15
5
111
Score
achieved FY22
20
2.16
4.82
5
2
2
9
0.16
2
2
15.10 (includes the 0.16 bonus points
17.61 (includes the 2 bonus points)
17 (includes the 2 bonus points)
5
4.16
81.69 (includes the total 4.16 bonus points)
73.59%
Level 4
Yes
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Human capital continued
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 the language we use is
inclusive, and also ensure that there is a diverse interview panel.
From board to senior management and the general employee
population, we are encouraged to see an upward trend in hiring
women, with the last four additions to the board being women.
There is also an increase in the number of women being recruited
into management roles across the group. In the Naspers group,
we have hired more women than men, from director to vice
president levels during this financial year.
We take the gender balance of our board members seriously and
are committed to maintaining a minimum of one third of board
members who are female. We have a board diversity policy in
place, which we cover in the Governance section on page 97.
Involving our employees
We assess our progress in building an inclusive workplace
by asking all our people 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 also include the topic of
building an inclusive workplace in our leadership development
programmes to reinforce its importance.
We are committed to creating working environments that are
free from harassment of any kind. We 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.
In our March 2022 employee engagement survey, we reached a
global score of 86% favourable responses to our gender diversity
question. We achieved a score of 88% favourable responses to
our inclusion question, stated as: ‘I feel respected at my company’.
We see no difference in results between genders for these
questions. We strongly believe our employee feedback is a
great indicator of the impact and progress we are making
towards greater diversity and inclusion in the workplace.
FY22 Naspers employee demographics
Female
Male
Headcount by region
America
Asia Pacific
Europe, Middle East
and Africa
Latin America
Total
43.5%
56.5%
685
3 969
21 717
8 905
35 276
35 276 (2021: 28 445) permanent employees
1 Numbers are reflected as at 31 March 2022 and include employees of controlled entities.
26
Inclusion awareness training for leaders
We work to bring the topic of diversity in hiring to all our teams.
As such, 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.
Competitive pay and benefits
Fair pay
Equality and consistency are embedded in our pay practices
across the group as we continue to build 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.
Our commitment to pay for performance and alignment with
shareholder value creation drives all our reward 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 have fair remuneration systems in place that are:
• Equitable: Free from discrimination.
• Relevant: Linked to personal and company performance.
• Rational: Easy to explain.
We strive to pay fairly and responsibly. As far as possible, the
structure of our pay is consistent, regardless of the seniority of
the employee, ensuring equality of pay across all our businesses.
We are committed to ensuring that the companies we invest
in have fair pay and working conditions for delivery partners,
irrespective of the classification of their engagement, which varies
across the globe.
In our food delivery businesses:
• Full-time drivers for iFood, Swiggy and Mr D earn above the
prescribed minimum wage, on average, in the country where
they operate.
• Our companies generally provide health insurance/life
insurance benefits and access to driver education, as well
as low-cost access to safety equipment (such as helmets and
protective clothing).
Headcount by segment
Classifieds
Corporate
Edtech
Etail
Food Delivery
Media
Other
Payments and Fintech
Total
11 375
307
663
10 629
5 468
2 344
1 244
3 246
35 276
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Human capital continued
Ensuring pay equality
We believe in equitable pay for performance – to reward people
fairly for performance aligned to shareholder outcomes. As such,
reward is designed to incentivise achieving strategic, operational
and financial objectives, in both the short and long term. In
addition, 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.
Maintaining pay equality is embedded in our ways of working,
and through regular analyses we compare compensation levels
of groups of people, for example, women versus men, performing
in similar jobs. We conduct calibrations across the group as a
standard process before (annual) reward decisions are taken,
working towards closing unjustified pay gaps, should they exist.
• 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 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.
Employee wellbeing
We encourage positive engagement
We believe happy and engaged employees create satisfying
customer experiences. It is important in a competitive global
market that we provide our people with a compelling reason
to work for Naspers. 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. Our businesses actively encourage participation in
our employee engagement survey, address issues raised and
share best practices.
In our last engagement survey in March 2022, we had a
participation rate of 83% and an engagement score of 76%.
These results are in line with external benchmarks and we
continue to focus on positive employee engagement across
the group.
Supporting our employees in Ukraine
Our OLX Europe business employs 350 people in Ukraine and
their safety is of paramount importance. As news of the invasion
broke, we took appropriate action to support our colleagues.
We arranged accommodation for employees and their families
wishing to relocate from the east of Ukraine into the west, and
to leave Ukraine where possible. Colleagues in neighbouring
countries offered their support to Ukraine-based employees and
their families. We also advanced salaries and provided additional
financial support to those in need. We have additionally made
contributions to humanitarian aid agencies providing support to
local communities in Ukraine.
27
Digital inclusion
The digital divide remains in many of the countries where we
operate, and we are committed to investing in and scaling
digital services and technologies to address global challenges
at a local level.
As a global consumer internet group, we champion the benefits
of widespread digital access. Our family of digital services
companies is removing physical barriers to ecommerce, food
delivery, financial services and education.
We build companies with a strong market presence that use
digital technology to improve the daily lives of billions of people.
Businesses across the group offer access to online services that
enable financial transactions, buying and selling of goods, food
delivery and education.
Companies across the group also support targeted inclusion of
underserved individuals in the community through community
investment initiatives.
Engagement survey had a
participation rate of
83%
Engagement score of
76%
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Manufactured capital
Promoting innovative technology to create new ways of conducting business
and promoting solutions to societal needs.
28
Innovation
Our core segments – such as Payments and Fintech, and Edtech
– include global leaders in the delivery of virtual essential
services, with an improved environmental footprint and lower
emissions than traditional bricks-and-mortar businesses. We are
deepening our understanding and quantifying how digitisation
helps the world transition to a low-carbon society. In FY23, we will
undertake life cycle analysis projects, to help us quantify the
impact of digital services compared to offline, analogue and
physical services.
Our strategy for digital services places particular emphasis on
software-led innovation. We are rigorous in our capital-allocation
process while actively searching for exceptional entrepreneurs to
develop scalable, sustainable technologies with breakthrough
potential to address serial global challenges.
Product innovation is a critical priority. With the support of a
dedicated product and growth operations team, our companies
build solutions based on proven agile software development
principles, quantitative and qualitative user research, iterative
usability design, and extensive A/B testing and experimentation.
Within Edtech, BYJU’S has established a state-of-the-art innovation
hub, BYJU’S Lab, that leverages cutting-edge technology such as
augmented reality, AI, computer vision, and gamification to ensure
that tech-enabled education can reach the largest number of
people. Our development teams measure the results of their
innovation via increased consumer engagement (eg time spent,
long-term retention) and improved customer satisfaction (eg net
promoter score).
Innovating through artificial intelligence
AI is at the heart of much of our innovation. Across the group,
we work constantly to find new ways to innovate our business
platforms, processes, products and services. Some key examples
are highlighted in the Performance review on page 57.
In our Classifieds segment, OLX Autos has developed a new
camera ray feature for sellers to quickly carry out an inspection
of their cars. Camera ray takes high-quality photographs and
captures relevant information to establish a fair price for each
vehicle, taking account of its condition and specifications – good
for the seller, good for the buyer.
Packaging innovation is critical to sustainable business. In
pursuit of our circular economy ambitions, iFood is pioneering
new forms of returnable and reusable packaging for meal
deliveries. In partnership with XPRIZE, a non-profit organisation
that hosts public competitions to encourage creative technologies
that help humanity, iFood supported a challenge in which
participants develop biodegradable, bio-based alternatives to
food packaging.
Looking ahead
As the pace of innovation continues to accelerate, the group will
remain focused on finding, developing and applying new ways to
deliver on our purpose.
Building the evidence base to demonstrate how our technology
investments can generate net benefits for the planet and its
people is a central strategic objective. Accordingly, we will ramp
up our initiatives to communicate this impact to all stakeholders,
and to seize opportunities to advocate effectively on the basis of
our experience.
In tandem with our policy on climate action and the new
environmental programme, we will embed processes for
supplier selection and screening according to ESG factors.
In FY23, our emphasis will shift from the current focus on risk
assessment towards embedding ESG criteria in our procurement
and spending.
Enhanced environmental disclosure is a key element of our
commitment to net zero, and a demonstration of the importance
we attach to climate stewardship across the group. The group’s
commitment to achieve net-zero emissions is embedded in the
key performance indicators for our group chief executive and the
segment CEOs who report directly to him.
We will continue to make meaningful investments in the local
communities where our businesses operate, in ways that improve
lives by nurturing systemic and sustainable change.
The group is working continuously to increase exposure to
financial revenues from sustainable business models while
enhancing disclosure and reporting standards across our
portfolio. Understanding the environmental and societal impact
of our businesses is fundamental to guide investment and
decision-making at all levels.
In our Payments and Fintech segment, AI-enabled innovation
can extend digital inclusion. In India, LazyPay has deployed
AI-enabled risk assessment to offer more people access to
credit and financial services, often for the first time.
We anticipate that our data-driven sustainability strategy and
transparent approach will bring new opportunities for investment,
driving innovation and the discovery of breakthrough technologies
in the years ahead.
Innovation for a circular economy
We recognise the role of innovators in tackling social and
environmental issues, both within our group and in partnerships.
One of our companies is finding sustainable ways to fight hunger
and food insecurity in Brazil. Across the group, we encourage
investees to forge partnerships that foster innovation and tackle
shared societal challenges.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Intellectual capital
As a data-rich group, we have the fundamental capital to really make
the most of technology’s strengths and potential.
29
Artificial intelligence
As a global tech business, AI is essential for us. So, we make sure
we develop and deploy it as quickly as possible throughout the
group to support business growth, to innovate, and to improve
our competitive ability. And we always seek to do this in the right
way – by design, ethically and responsibly.
Embedding AI across the group
Led by the Prosus AI team, we are embedding AI across the
group. The central team works side by side with AI teams in group
companies on multiple initiatives. These include 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.
Applying AI to improve everyday life
Across the group, we apply data science and AI in hundreds
of ways to add value for customers, partners and the business
and to fulfil our purpose of improving everyday life for billions
of people through technology. This includes better product
recommendation, fraud prevention, content moderation, logistics
optimisation and more. We also use AI to develop new products
and concepts across our segments, such as easy and reliable
automatic car self-inspections in Classifieds and content search
and optimisation in Edtech.
Our guiding principles
The following three principles guide how we develop and
deploy AI:
• Deploy AI wherever it makes business sense.
• Develop AI-by-design for innovation in products and services.
• Develop and deploy AI ethically and responsibly.
Deploying AI everywhere
Across the group, AI has become part of the fabric of our
operations, how we innovate and keep improving. At the scale we
now operate across our core segments, AI is essential. iFood, for
example, added over 20 million orders per month while reducing
the unit costs of delivery without impacting delivery times. That
was only possible through its widespread use of data science,
automation and algorithmic decision-making. And iFood is not
alone. Across our segments, companies are mature in their use of
AI and increasingly apply deep tech at scale for business success.
Developing AI-by-design
We are focusing more and more on AI-by-design – using the
technologies and expertise we have, not only to make operational
improvements but to create radical changes to the way we do
business. It is all about both future-proofing and innovating –
building AI into the earliest stages and making it core to the
whole process of exploring, designing, developing, deploying
and improving platforms, products and services.
Allied to this, we have a systematic way of exploring emerging
technologies and accelerating them through the group. This is
a four-step process. Firstly, we discover what is out there and
understand it completely, from a technical and scientific point of
view. Secondly, we experiment inside the group – overlapping
the technology with different use cases. For example, in Edtech
there is the potential to use AI language models to automatically
summarise an entire learning course, making it quicker and easier
to search. Thirdly, we demonstrate and educate across the group,
to get the necessary buy-in. And fourthly, we adopt and invest with
confidence in specific areas for impact.
The aim is to push these technologies forward through the group
while de-risking them – to get more value, faster.
Using AI responsibly
Robust, unbiased, transparent
Our models must be robust, so that they operate predictably
within known boundaries of reliability. They must be unbiased,
so that they do not discriminate, for instance, on gender.
And they must be transparent, so that their outputs, for
example an AI-based credit decision, can be clearly explained
and understood.
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 the following four key principles:
• Govern: Anchor AI to core values, ethical guidelines and
regulatory constraints, for example, specifying principles for
the development of fair and responsible AI.
• Design: Design for privacy, security, transparency, bias,
robustness. For example, engineering training on how to make
models more robust and explainable.
• Monitor: Auditing for accountability, bias and cybersecurity, such
as adopting tools for bias check as part of model-development
practices.
• Train: Prepare and equip human capital to take full advantage
of AI and the new workstyles. This includes upskilling
engineering teams on robustness validation as part of the
testing process.
We are gradually deploying the framework across the group.
Programme stats
Size of data science teams:
>400
scientists now part of the Prosus
AI community
Number of AI models in production
year on year:
+124% increase
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Intellectual capital continued
30
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.
In the coming year, we will articulate our ‘Ethical AI at Prosus’
statement, which describes our approach to the use of AI across
the businesses we invest in. We will also continue the ongoing
training of ‘Ethical and Responsible AI for Leaders’ and
‘Engineering and Product Management Training on Ethical and
Responsible AI’.
Educating leadership on ethical and responsible AI
In the second half of 2021, we launched a rolling programme
designed to educate leadership across the group on ethical and
responsible AI. Called AI For Impact, it looks at what AI means in
practice and how it can be used to reflect and embed the values
of an organisation in the way AI models are developed and
deployed. Throughout the programme, leaders can see the
potential of AI to implement their company’s ambitions while
developing fair, robust and transparent AI. Ethical and responsible
AI thereby becomes an opportunity for positive impact, not just an
element of managing risks.
Training engineers in AI
We have also introduced highly specialised training on several
AI themes for engineers and product managers. Themes include
model deployment, ML pipelines, ML operations and natural
language processing.
Providing guidelines and sharing best practice
We have established internal privacy guidelines for our AI teams
to ensure compliance with the requirements of the EU’s General
Data Protection Regulation (GDPR). In addition, our AI ethics
working group meets monthly to manage workstreams designed
to advance ethical and responsible AI across the group and help
integrate ethics best practices into projects. In particular, we have
brought greater focus on developing tools and processes to
prevent bias in our ML models and are piloting methods for
better bias detection.
Advancing our AI knowledge and capabilities
Increasing our AI community
Throughout the year, we continued to increase our community of
data scientists across the group. The Naspers AI community now
includes hundreds of data science and AI engineers. This is a
valuable platform for growing and sharing knowledge and
capabilities across the group. We organise technical and scientific
workshops for this community, connect data scientists working on
similar initiatives, share practices, tools and lessons learned
across businesses.
Accelerating the positive impact of new technologies: Example of large language models
Understand and discover
Experiment inside Prosus
Demonstrate and educate
Adopt and invest
Experiment: A sample of use cases at Prosus
Classify
Detect what a start-up does based on its website description
Predict
Predict ingredients given a dish name
Dialogue
Q&A support to automate customer support
Summary
Summarise text from company descriptions
Translate
Translate product documentation
Decode
Identify product attributes from descriptions
Adopt: Sample of deployments at Prosus
Augment dish information to
improve order flow and
recommendation
Understand product
attributes from item
description
Augment edtech course
information to enhance
personalisation
2019
GPT-2 released
2020
GPT-3
released
Evaluate use
cases at
Prosus
Leadership
engagement
Technical
tutorials
2021
Applications
across the
group
Invest
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Intellectual capital continued
31
In 2021, we organised the second 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.
Investing in seed-stage AI companies
We continue to invest in seed-stage AI companies pioneering
AI-first innovations in areas such as robotics, language and vision.
As such, we are collaborating with the Creative Destruction Lab,
a global network of universities that are accelerators for these
early-stage companies. We have invested in four AI-native
businesses so far. By taking small stakes in the companies
exploring these and other advances, we are able to buy into
early-stage innovation, extend our network of expertise, advance
our knowledge, and see the business potential for our group that
much sooner. Getting in early enables us to both accelerate and
de-risk our AI innovation.
Partnering for positive impact
We are members of the Netherlands AI Coalition, a public–private
partnership set up to substantiate and stimulate AI activities in
the Netherlands.
We are also part of Amsterdam Data Science, a network
of academic and industrial partners that has established a strong
data science and AI ecosystem in Amsterdam. Our contribution
includes organising knowledge-sharing events such as workshops
and meet-ups.
Supporting data science for social good
We engage 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
education schools, including Imperial College London, Warwick
University and Carnegie Mellon University. The education
programmes 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 develop and deploy AI to drive improvements
throughout the group. The opportunities are endless, not least
because of the improvement focus at the heart of AI and ML.
As models are deployed ever-more widely, as they progressively
learn and evolve, they tend to get better in their understanding
and decisions, with the critical proviso that they are designed
and developed ethically and responsibly for positive impact.
This remains our focus going forward. AI is core to what we do
and how we do it, and we are determined to use it as widely
and as well as possible – making better and better use of AI,
to improve everyday life for billions of people around the world.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Intellectual capital continued
Cyber-resilience
Ensuring cyber-resilience
We are committed to ensuring that our businesses are
sustainable and resilient, so that they can keep operating
long term and recover fast if disrupted. This is vital for our
customers, shareholders, for the group as a whole and for
the businesses themselves.
To this end, we focus on two key areas of cyber-resilience.
Firstly, we implement and maintain strong cybersecurity, so
attacks are thwarted and any breaches are quickly tackled
with the minimum impact. Secondly, we enhance the resilience
of our platforms and systems, so they are available 24/7, provide
consistent levels of service and give businesses the scope to
scale and innovate as they like.
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.
Our businesses operate in fiercely competitive industries and
markets, requiring continuous innovation to thrive. Technology
sits at the heart of their growth.
Business IT
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 business IT (BIT) systems
is used for operational and strategic decision-making, monitoring
performance, managing risks and preparing information for
external stakeholders. We work with the internal departments
to ensure these systems are secure and reliable.
Our four focus areas
We focus on these four key areas to build and maintain
sustainable and resilient platforms and systems:
• Availability of the platforms.
• Quality and innovation of the platforms.
• Security and safety of the platforms.
• Security and reliability of BIT.
We encourage all subsidiaries 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.
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.
32
Supporting from the centre
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 the
following three guiding principles:
• Cyber is an enabler, not a blocker.
• Help manage risk, not spread fear, uncertainty and doubt.
• Every employee is a cyber-warrior.
Every month, the head of cyber hosts a round table for the
security heads from the different subsidiaries. It is an opportunity
to share updates at a group level and for the business leads to
discuss key initiatives and issues, such as the nature of the latest
cyberthreats or developments on the dark web.
Creating a strong cybercommunity
As a decentralised group, it is important that we cultivate a
strong cybercommunity, therefore, we have established an online
workspace for people. It is 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. Other
initiatives include an online cyber-academy, where every month or
so, the community gets together and shares the latest insights and
best practice. We also host an annual cyberconference – the
focus for FY22 was on the dark web, particularly ransomware.
Teams from across the group gathered together, and we invited
outside experts to share insights on potential attacks and threats
to our businesses.
Assessing cyber-resilience
The cybersecurity team undertakes about 70 advisory and
assurance projects each year to ensure cybersecurity and
technology risks are managed 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.
Cybersecurity policy
Incident
and crisis
management
Risk
management
Backup
management
t
n
Resili e
Asset
management
Threat
intelligence
Cybersecurity
t
n
a
S
e
c
u
r
e
Identity
and access
management
il
g
Vi
Continuous
monitoring
Security
awareness
Log
management
Secure
development
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 33
As the platforms our businesses use grow in size and complexity,
it can be hard to predict how these systems will behave in
different situations. To help our businesses, we make use of chaos
engineering. Here, we conduct well-controlled experiments that
deliberately stress the platforms in production to see whether they
will react in the way we expect them to. The central team advises
on these projects that are carried out by the different businesses.
In FY22, for example, iFood, OLX Autos, OLX EU and PayU India
payments undertook chaos engineering projects to test and
enhance the resilience of their platforms.
Key performance indicators
At a group level, we focus on two cyber-resilience key
performance indicators (KPIs): breaches and awareness.
Breaches
Our procedure requires subsidiaries to notify us about numerous
categories of incidents (eg ransomware; user, employee or SDLC
error; cyberattack; etc). We report to our risk committee about
these when they are material, in particular noting the nature of
incidents, the risk of financial losses, and whether notifications to
regulators or investigative bodies have been made. We make
recommendations for corrective actions where appropriate. In
FY22, we had no breaches of subsidiaries that had a material
operational or financial impact (ie above US$10m).
Awareness
Every new group function employee now has security awareness
as part of the induction, and we do a monthly phishing simulation
at corporate. We saw good results from the last rounds of
phishing simulations.
Eleven phishing simulations were done over the past year. In this
period, the number of employees that ignored the phishing email
reduced from 77% to 33%, and the number of employees that
reported the phishing email using the right channels increased
from 18% to 49%.
Looking forward
We will continue ensuring the availability, quality, security and
safety of the platforms and systems our businesses rely on.
Ransomware remains a significant threat and we will increase
our focus there. We will also continue constructively testing and
stressing the resilience of the platforms, to give businesses greater
understanding and confidence that they have the tech foundation
they need to keep improving people’s lives around the world.
Intellectual capital continued
We also conduct formal internal audits – independent
assessments of a company’s security and resilience for assurance.
In FY22, we increased our collaboration with BugCrowd,
a foremost responsible disclosure programme. We make
BugCrowd available to all group companies, so they can tap
into a community of around 200 000 responsible hackers who
identify and report any vulnerabilities they find, for the company
to address.
Governance and reporting
The cybersecurity team reports to the risk and audit committees
four times per 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.
This is also where any major issues are escalated. Formal audit
reports are provided for the audit committee.
In addition, every quarter, 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.
In FY22, we also introduced risk dashboards. They enable the
group to monitor how quickly and effectively businesses are
addressing and resolving risks identified by the central team.
This in turn forms part of the report provided to the risk and audit
committees, per segment and per business.
Key cyber-resilience services
Our central cybersecurity team provides a range of services
to subsidiaries. These include risk-driven process reviews;
data-driven deep dives; security testing; resilience exercises;
and managed services.
Focusing on critical issues
Throughout the year, the team helped the business focus on
several critical issues.
As people continued to work from home through the ongoing
pandemic, making sure they could do so securely was a priority.
So, end-point security rose to the top of the cyber-resilience
agenda, and we worked with businesses to check and ensure
this was in place and robust.
Ransomware prevention and response preparation was a major
focus area. This included updating our cybersecurity policy with
a ransomware addendum; creating a group playbook setting out
how we would respond to a ransomware attack; and undertaking
ransomware simulations, so we could further refine our resilience
to this growing threat.
Programme stats
11 phishing simulations
Cybersecurity team undertakes
70
advisory and assurance
projects each year
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Intellectual capital continued
34
Data privacy
Our commitment
Public trust is a precondition to pursuing our purpose to improve
everyday life for billions of people through technology, and good
data privacy is essential for gaining and retaining that trust. If
privacy is compromised, trust evaporates and along with it, the
opportunity to advance technology’s benefits. So, the stakes are
high, and the threats and pressures are sizeable and getting
bigger by the day. Regulation is increasing, as is enforcement.
Moreover, cyber-attacks with privacy implications have been rising
around the world. This, in turn, means that ensuring strong data
privacy is both more urgent and more difficult for us as a group
and for our portfolio companies. We do not shy away from this
challenge. Indeed, we are rigorous in our response so we can
live up to our responsibilities.
A groupwide policy
Our policy on data privacy governance sets out responsibilities,
principles and our programmatic approach to ensuring data
privacy is implemented in each company of 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 that is available on
our website at www.naspers.com/about/policies.
Seven overarching privacy
principles at Prosus
1
Notice
We offer appropriate notice about our data
privacy practices.
2
Individual control
We honour data subjects’ choices about their personal
data within bounds of technical feasibility and reasonability.
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.
Clear accountability
We give clear accountability to individual businesses. Each
business is directly responsible for managing data privacy in
its organisation.
4
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.
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
These are the key inputs for ensuring robust data privacy across
the group:
Security
We ensure appropriate security.
Data privacy principles
Widely recognised internationally and benchmarked to fair
information privacy principles, they are 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.
7
Governments
We engage with governments responsibly.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Intellectual capital continued
35
Data privacy programme
To help businesses put the principles into practice, our data
privacy programme is designed to scale to their needs and
circumstances. This programme ensures that our core data privacy
commitment and approach are followed in ways that really work
for our businesses, which benefits both individual businesses and
the group as a whole. It also assures that businesses fully comply
with applicable data protection laws. Personal data is stored and
processed ethically and in compliance with applicable privacy
laws, such as the GDPR in Europe.
Prosus privacy in M&A playbook
Over time, we have built up considerable strength and expertise
on the privacy issues surrounding M&A and, as a responsible
investor, we want to share this know-how. So, the group privacy
team created the Prosus privacy in M&A playbook, jointly
published with the International Association of Privacy
Professionals – the largest organisation of its kind in the world.
This is an example of sharing our thought leadership as widely
as possible to help promote data privacy best practices across
the transactional ecosystem.
The programme is available to all companies in the group,
including investees. This reflects our broad commitment to sharing
best practice and expertise in key areas such as data privacy,
cybersecurity and AI across the portfolio. This is one of the main
ways we add value and help build the companies we invest in.
This is our programmatic approach to ensuring robust data
privacy across the group.
Supporting and monitoring
The group’s data privacy office supports and monitors the
businesses. Help includes guidance on implementing the data
privacy programme; a secondment programme that develops
and trains future privacy leaders nominated by companies in the
group; and advice on any data privacy implications of mergers
and acquisitions. In turn, on a quarterly basis, the companies
report to the group privacy office on their progress in maturing
each aspect of their privacy programme, identifying key risks,
and notifying us about incidents and interactions with government
authorities, customers and their partners.
One of the structures we have put in place at group level to assist
businesses with their data privacy compliance is an intra-group
data transfer agreement. It is designed to streamline how our
companies navigate the complexities and risks involved in
international data transfers among affiliated companies, to
ensure they comply with the latest regulations in this area.
Advocacy of privacy legislation
We closely follow developments in data protection, data strategy,
AI ethics and other key issues. We actively advocate for better
standards, practices and legislation across the world of data,
working to ensure that our companies stay at the forefront of
discussions that impact the use of data in their businesses.
This includes advocacy and thought leadership work in support
of relevant legislation in diverse jurisdictions, including India,
Brazil, South Africa and the European Union.
Governance and reporting
The board has direct oversight of data privacy, including
subsidiaries. The group encourages associates and investees
to participate in the data privacy programme.
It is one of the strategic topics directors review regularly through
the risk committee. Twice a year, the group data privacy office
submits a detailed report to the risk committee. It aggregates the
group risk assessment together with recommendations for focus
areas in the segments, and detailed segment-level reporting.
The responsibilities for executing this board oversight and strategy
sit with the group data privacy office, led by the global head of
data privacy. The remaining execution happens in the segments.
Seven key elements of our privacy programme
1
2
3
4
5
6
7
Know your data
The business
should know what
personal data
it holds and for
what purposes
it processes
that data.
Executive buy-in
Senior management
should emphasise
the importance of
data privacy and its
relationship to trust,
brand, growth, risk
and compliance to
their teams. The CEO
should designate a
data protection lead
or team of individuals
responsible for
data protection.
Policy-setting
Certain policy
documents should
be adopted
to support
implementation of
privacy principles
at a minimum:
– Consumer privacy
policy.
– HR privacy policy.
– Security policy.
– Data breach/
incident
response plan.
Training
employees
Privacy training that
informs employees
about company
policies, the
principles, and
how their roles
are impacted by
data privacy
requirements,
should be part of
onboarding and/or
annual training.
Vendor and
third-party
management
Where personal
data sharing is
to be permitted,
third parties should
be appropriately
scrutinised.
We require
confidentiality and/
or data-processing
agreements to
ensure an
adequate level of
protection for any
data shared. We
audit vendors on
risk-based criteria.
Legal compliance
Legal advisers
should support the
business by helping
to ensure that
applicable laws
and their specific
requirements
are met.
Reporting
Each business
should be able to
demonstrate its
compliance with the
principles, the data
privacy programme
elements, and with
applicable data
protection laws.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Intellectual capital continued
Three KPIs
To monitor the data privacy outputs that flow from our companies
in line with the inputs we provide as a group, we have set three
KPIs.
Investing in expertise
The first KPI reflects our requirement that companies have their
own privacy lead and team. We track 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 or similar roles within companies. Looking
ahead, we can expect a significant increase in the need for
qualified data privacy experts in our companies in India, with
the forthcoming adoption of data protection legislation there.
In our subsidiaries, we have a diverse team of 33 data privacy
roles in a variety of jurisdictions across the globe.
Auditing companies
As a group, we also require that companies are regularly audited,
so this forms our second KPI. We routinely 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 subsidiaries. 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.
During the year, we conducted 35 audit activities with data
governance components, assessing issues specific to privacy,
software development life cycle, security, data management
and broader risk management.
Focusing on privacy by design
The third KPI relates to our increasing focus on data privacy
by design, another key group commitment, which has both
quantitative and qualitative components.
We are 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 should be embedded in our solutions and services from
the outset, rather than considered later.
Our focus on privacy by design has two dimensions: people
and automation. To train our people, we have a dedicated
development programme, the Prosus Privacy Technologist
Programme, on MyAcademy. Open to employees from any of our
subsidiaries, it is designed to enable group companies to develop
their own capabilities to implement privacy by design. Since its
launch in September 2020, over 250 employees have signed
up for the programme on MyAcademy or with the International
Association of Privacy Professionals (IAPP). Additionally, we
conduct a mix of in-person and remote topical privacy trainings
throughout the year for all of our employees, including as part
of onboarding of new employees. In our MyAcademy learning
environment, we host more than 30 modules of diversified privacy
training content in different languages, allowing functions such as
HR, Marketing, IT, AI, and others to find dedicated privacy
learning opportunities relevant for their daily work.
36
Automation can be another critical element in implementing
privacy by design. It is increasingly being used across our
segments to extend and improve privacy programmes.
Automation services can, for example, streamline the work of
privacy offices in companies, through automated questionnaires,
aggregation tools and data discovery tools. To support the
increasing use of such tools, we maintain a group-level licence
for industry-leading privacy management software that allows
companies to automate many of the privacy reviews undertaken
across the group. As a result of this offering, hundreds of records
of processing activities, data protection impact assessments,
vendor questionnaires and data discovery activities that
were once managed manually are now being automated
by the segments.
Looking forward
To further enhance data privacy across the group, we have
created the Prosus maturity model for privacy programmes. It
is designed to evaluate the respective level of privacy maturity
across segments and within them. We are mapping the relevant
maturity levels of all our companies, and aim to use this as a
springboard for them to set appropriate goals and measure
progress for FY23.
This enables us not only to do internal benchmarking and
company-specific goal-setting, but to identify broader trends. As a
result, we can see where the big privacy issues lie and adapt our
support and guidance accordingly, to keep improving as a group.
Data privacy risks continue to increase, notably as a result of
greater regulation. International data transfer is undoubtedly
a highly sensitive issue – hence our creation of the groupwide
intra-group data transfer tool. In addition, the Data Protection Act
in India will bring much change in a market where we are deeply
invested. There are also novel data privacy issues for our Food
Delivery and Edtech segments – notably around children,
personalisation, location and AI.
While major challenges remain, we are committed to ensuring
strong groupwide data privacy, so our companies can keep
improving everyday life for people around the world.
Programme stats
33
data privacy
roles in
11
countries
globally
Range of functions: Engineering,
technology and products, risk
management, finance, human
resources, customer support,
legal and project management
Number of IAPP members:
269 in 2022
(246 in 2021; 30 in 2020)
Holding
65
IAPP certifications (CIPP-E, CIPT,
CIPM, CIPP-A)
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Social capital
Over the years we have built up a distinctive culture across the group.
37
Business culture,
ethics and integrity
Creating long-term value the right way
It starts at the top. 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 (the code), leading by example, and
monitoring implementation.
Sharing a strong culture
Over the years we have built a diverse, dynamic and collaborative
culture across the group. This is a culture that keeps us moving
forward and changing for the better. Above all, it encourages us
to keep learning and adapting, with the objective of continuing to
develop, change and grow to find new ways to improve everyday
life for people around the world.
Our culture comes to life through the things we do and the way we
do them. Our group values guide our culture:
• We build.
• We deliver.
• We’re responsible.
• We value each other.
These values, and the code, are the guiding principles for our
actions as an organisation.
Ethics and compliance
Honesty and integrity are the foundations of our reputation and
for the trust of our stakeholders: it is crucial we guard that
reputation and preserve that trust.
We are required to comply with many laws and regulations that
apply in the countries in which we operate, including anti-bribery
and anti-corruption and other similar laws. Failing to comply with
these laws and regulations could expose the group to legal
liability and affect our impact, reputation, business, financial
condition and the communities in which we operate. We are
therefore committed to conducting business in compliance with
the law and behaving ethically. This means that we apply laws
and rules, codes and standards with integrity and with regard for
ethical business practices in a way that supports good corporate
citizenship.
The board sets the tone at the top, guiding business values
and promoting the culture of ethics and compliance. The board
and, more specifically, the risk, audit, human resources and
remuneration, and social, ethics and sustainability committees
exercise oversight of ethics and compliance and the management
of ethics and compliance-related risks across the group. The
board has approved all our ethics and compliance policies,
including the code and the Speak Up policy. The code sets out
what we as a group expect from all employees and stakeholders
and the Speak Up policy encourages and provides channels for
individuals to report actual, or potential, breaches of the code,
other group policies or any other laws or regulations.
Group management is responsible for creating a culture aimed
at long-term value creation for the group and for ensuring that
ethical business standards are integrated into the group’s
strategies and operations.
Group ethics and compliance is responsible for executing effective
and demonstrable ethics and compliance risk management,
specifically relating to the code, anti-bribery and anti-corruption,
competition/anti-trust, sanctions and export controls, and anti-
money-laundering and counter-terrorism financing. Group ethics
and compliance is also responsible for the end-to-end Speak Up
process, including the policy, operating the actual service and
ensuring reports are followed up, investigated (where necessary)
under the direction of the Speak Up investigation committee, and
remediated appropriately.
Approach
Group ethics and compliance has developed and communicated
an ethics and compliance framework that sets out minimum
standards required throughout the group. Based on this
framework, subsidiaries are required to implement an ethics
and compliance programme that is fit for purpose and takes
account of any additional ethics and compliance risks specific
to their business.
For example, if a subsidiary operates in a country that may
present increased corruption risks (ie one with potentially weak
legal institutions or lack of transparency) and interacts with
government entities/officials in that country, we would expect it
to have implemented a robust anti-bribery and anti-corruption
compliance programme covering the following risk areas:
• Interactions with government officials.
• Gifts, hospitality, travel and entertainment.
• Conflicts of interest.
• Charities/charitable donations, political contributions and
sponsorship activities.
• Third-party vetting and due diligence.
• Accurate books and records.
To ensure proper design and implementation of ethics and
compliance programmes, four1 ethics and compliance officers
have been appointed across the group. Group ethics and
compliance monitors the design and implementation of these
programmes and reports to the board quarterly.
1 Excludes Prosus and its subsidiaries.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Social capital continued
We understand that, from time to time, employees or other
stakeholders may come across a situation or behaviour that
concerns them. As part of our ethics and compliance culture,
we encourage individuals to speak up if they encounter issues.
Various Speak Up channels are available, including local options
(eg line managers, human resources, ethics and compliance
officers), as well as the Speak Up service, which is operated by
an independent third party, and is available 24/7 in at least five
different languages. The Speak Up service allows for confidential
and, if legally permitted, anonymous reporting. Retaliation against
individuals for speaking up is not tolerated and will be treated as
a violation of our code.
Progress in FY22
During FY22, we updated and enhanced a number of key group
policies, including the code and the Speak Up policy. The code
and this policy are pillars of a robust ethics and compliance
programme. We updated them to enhance awareness and
usability, making it easier for people to understand what we
believe is important and what behaviour is (or is not) appropriate.
The code reflects our commitment to doing business in an ethical,
legal and socially responsible way: it is designed to help us meet
that responsibility and explains how we expect our people to
conduct business. The principles that underpin our code support
full compliance with applicable laws and reflect the practical
ways in which we demonstrate our commitment to the code.
We believe that when we apply ethical principles to business
decisions, we are positioned for success.
The Speak Up policy that we adopted this year informs
employees and third parties of the various Speak Up channels,
and encourages them to raise concerns internally, which gives
us the opportunity to identify and manage potential risks at an
early stage. This policy replaces the whistleblower policy and
is consistent with the EU Whistleblower Directive (effective from
December 2021). The Speak Up policy also sets the standard
for how reports are managed and investigated in the group,
and underlying procedures have been implemented to support
the policy.
We have rolled out training across the group, to help everyone
who will need to play a role in Speak Up to understand
their responsibilities, and to set out how we can work
together to ensure that the code and the Speak Up policy
are successfully implemented.
The code and Speak Up policy are available and posted on our
external group website. On the basis of these documents, group
ethics and compliance has developed an e-learning module
which further explains the documents and how they apply to
employees. The e-learning is available in English and will be
translated into additional languages for use by subsidiaries in
training and creating awareness. This e-learning has been
rolled out to the group, and in FY22, 100% of the group functions
completed the training.
In FY22, 151 Speak Up cases were logged
(including whistleblowing cases). Of these cases:
• nine1 were substantiated (fully or partially)
and remediated, as required
• four1 were not substantiated, and
• two1 are still under investigation.
1 Excludes Prosus and its subsidiaries.
38
In this financial year, group ethics and compliance was separately
notified about four1 potential ethics and compliance-related
incidents (allegations relating to competition and other topics
in scope of the ethics and compliance framework). Of these
incidents four1 are still under investigation.
Overall, based on our continuous monitoring activities, we
note that businesses have continued to make good progress in
implementing and adapting the ethics and compliance framework
locally. Group ethics and compliance monitors the design and
implementation of the programmes in various ways, including
quarterly and biannual reporting, ethics and compliance reviews
and ongoing touchpoints with subsidiaries. Notably, the quarterly
and biannual reporting process provides valuable insights into the
progress made by subsidiaries in implementing ethics and
compliance policies and related controls. The information
obtained is used by subsidiaries and the group to ensure that
potential issues are remediated appropriately and programmes
are fit-for-purpose and operating effectively.
Looking forward
We continue to develop our ethics and compliance strategy
to take account of observations from our monitoring activities,
emerging risks, regulatory changes and best practices. We also
recognise the importance of ensuring that a strong ethics and
compliance base is embedded in our subsidiaries (allowing for
growth and change).
Over the coming year, we will continue to drive the
implementation of the ethics and compliance framework in
the subsidiaries. This will include ensuring that subsidiaries
have strong ethics and compliance foundations, and further
implementing the code and Speak Up policy. Related e-learning
will be rolled out to the remaining subsidiaries in local languages.
Group ethics and compliance, in collaboration with the
subsidiaries, will monitor the completion of this mandatory training.
Through the revised Speak Up policy and enhanced processes,
systems and data, we aim to improve board oversight of ethics
and compliance further, and to ensure that, as a group, we
address the relevant ethical issues by taking the right actions
and developing mitigation and prevention strategies.
Programme stats
4
ethics and compliance officers1
100%
of group functions completed code
and Speak Up e-learning1
15
Speak Up cases were logged1
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 N
a
s
p
e
r
s
Social capital continued
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t
n
t
e
g
r
a
e
d
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a
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2
Upholding human rights
Human rights give us the freedom to choose how we live, how
we express ourselves, and the freedom of political affiliation and
are fundamental to our ability to meet our basic needs, such as
food, housing, and education. Conflict, poverty, climate change,
inadequate access to education and inequitable access to
resources are some of the underlying issues that contribute to
a world where human rights continue to be challenged in both
mature and emerging economies. The global breadth of the issue
has been brought into sharp focus by growing discussion around
systemic racism and violence following the rise of the Black Lives
Matter movement. In turn, public dialogue has increased around
broader topics of diversity, equity and inclusion.
Our commitment
As an employer, investor and operator our actions touch the lives
of millions of people around the world. By setting appropriate
standards at a group level, we can create far-reaching positive
impact. Therefore, our approach to human rights begins with our
own operations and extends through our value chain.
As a signatory to the UN Global Compact, we welcome our role
in supporting and respecting the protection of internationally
proclaimed human rights, and in ensuring our business is not
complicit in human rights abuse. We operate in diverse
geographies, each with its own historical legacies, social
demographic configurations, and populations. Our approach
to human rights sets out standards and principles that can be
applied to the specific issues and challenges of each field
of operation.
39
Human rights in our operations
Our approach to human rights begins with the area where we
have the most influence: our own operations. As an employer,
we respect the fundamental dignity of our workforce and are
committed to providing a respectful, safe and secure workplace
that is free from any form of human rights abuse. This commitment
extends to the board and everyone who works in the group.
Our human rights statement is available on our website and is
communicated to internal and external stakeholders. It describes
our approach to topics, including remuneration, dignity at work,
privacy and employee confidentiality, forced labour, and health
and safety. It also details the reporting and governance
framework in place to uphold these standards. The human rights
statement is overseen by the board, with the assistance of the
social, ethics and sustainability committee and the human
resources and remuneration committee. After publishing our
human rights statement, we set a target to cascade it to all our
subsidiaries this year: 100% of these entities have now adopted
and or published their own human rights statement.
We address human rights further in our human capital and social
relationship capital frameworks, which outline our response to
specific risks relating to human rights across our business.
Companies we invest in
Since 2021, all subsidiaries have adopted our human rights
statement and are required to uphold this standard, along with
applicable laws and regulations. We track their performance in
this area as part of our third-party ESG performance assessment
process, which maps how each company addresses ESG topics,
including human rights.
We invest in diverse business segments, each with its own
particular nuances and challenges. As a result, each company’s
approach to human rights is influenced by its operating context
and business model, while maintaining the underlying principles.
For example, food delivery businesses work with a large pool of
drivers who are, in many cases, also external contractors. In this
case, we have introduced a groupwide on-demand platform
worker statement for subsidiaries, which outlines principles around
pay, social protection, fair working conditions and flexibility.
Human rights in our supply chain
We recognise our opportunity to influence our supply-chain
partners through our supplier and purchase decisions. As such, we
require a commitment to minimum human rights standards that is
compatible with our own commitments by companies that seek to
qualify as a Naspers supplier.
In 2021, we implemented a third-party supplier assessment tool,
which provides a broad view of our supply-chain risk across four
risk areas identified by the UN Global Compact, including human
rights. This screening system helps identify individual risks and
allows us to continuously assess and improve the profile of our
vendor ecosystem.
Building supplier sustainability
We are committed to building a more sustainable supply chain
through our purchase decisions.
At a corporate level, we have implemented an integrated
vendor-screening tool. 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 continuously deployed across our current
and future portfolio of vendors.
Looking forward
Looking forward, we will continue to embed and enhance our
responsible business culture throughout the group.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther information
40
The challenge identifies the most innovative Indian start-ups
working on assistive technology. The challenge aims to foster
long-term societal progress in an area of social need and
technology innovation while bridging two flagship government
initiatives, Digital India and Accessible India.
Assistive technology solutions can help people with disabilities
to lead independent lives. Many are among the most excluded
members of society, disproportionately affected by low rates of
literacy, social stigma and lack of opportunities to participate
more fully in the economy and society.
Winners
The top three start-ups (in order) for the second year of the
programme, were Trestle Labs (Bangalore), SignAble
Communications (Bangalore) and Lifespark Technologies
(Mumbai):
• Trestle Labs creates real-time content for the visually impaired
community to enable more inclusive education and employment.
Its Kibo software translates and digitises printed, audio,
handwritten and digital content in 60 global languages,
including 12 Indian languages. The Kibo app has been adopted
by over 40 000 users in 15 countries, including India, Pakistan,
Indonesia, Nigeria and Bangladesh.
• SignAble Communications has developed video remote
interpretation software to enable live interpretation in Indian Sign
Language (ISL) via a mobile app. The app addresses speech
and language disabilities with live, on-demand services by
human interpreters – for anyone, anytime, anywhere, affordably,
and at the touch of a button.
• Lifespark Technologies is a healthcare technology company
building a platform for continuous, optimal therapy in chronic
neurodegenerative disorders such as Parkinson’s disease
(the fastest-growing neurological disease). Its wearable device,
linked to a digital platform, provides sensory cue-based therapy
to improve walking, reduce falls and enhance quality of life.
The app sends emergency alerts to caregivers, and generates
data for physicians and therapists.
The winners received grants of INR25 000 000, INR18 000 000
and INR12 000 000 respectively, intended to help scale their
businesses to help more people with disabilities to lead more
independent, empowered lives.
Advisory and mentorship
The winners joined the Prosus SICA mentorship programme
alongside two runners-up: TinkerTech Labs, which works on
hearing impairment issues, and Visioapps Technology, a start-up
focused on visual impairment.
Social capital continued
Community investment
In line with our purpose to improve the everyday life of billions of
people through technology, community investment is a natural
focus for the group to do what we do best – helping promising
entrepreneurs to make a lasting impact in the area of accessibility.
Although conditions vary, we believe that local action by local
companies is key to addressing societal challenges through
scalable innovation.
Across our portfolio, our businesses implement corporate social
responsibility initiatives that meet the specific needs of local
communities. We encourage the businesses to align the design
and delivery of their social impact strategies to their core business
activities. This enables them to extend their strengths for positive
local impact.
Our community investments are designed to help underserved
members of society. In India, the Prosus Social Impact Challenge
for Accessibility and Prosus FLIGHT are meaningful examples of
support for growing highly impactful sectors that are underfunded
by the investment community.
Humanitarian relief
Support for Ukraine
Russia’s invasion of Ukraine created the largest humanitarian crisis
Europe has seen in decades. According to the UN refugee
agency, 10 million people, or about a quarter of the population,
were displaced. Nearly 4 million of these people have fled to
neighbouring countries, with Poland alone receiving millions of
refugees at the border.
To support Ukrainian refugees coming to Poland, World Central
Kitchen runs meal-service sites that served up to 400 000 meals
per day. This food is provided in disposable packaging, and
meant that thousands of pieces of packaging waste are
generated daily. This volume of waste warranted an urgent
and reliable sustainable alternative to packaging.
We have provided funding support to a pilot run by Ozarka,
a reusables-as-a-service company to replace the single-use
packaging with reusable containers at one of the World Central
Kitchen refugee centres in Poland. Assuming the use of 4 000
units of disposable food packaging waste per day, the pilot
project could result in preventing up to 700 000+ units of
disposable food-packaging waste over six months. Through the
implementation of this pilot over the summer of 2022, we seek to
learn if reusables are a feasible solution to reducing single-use
plastic waste in humanitarian contexts.
In early March 2022, humanitarian aid has been volunteered on
behalf of OLX Ukraine and US$350 000 was donated to the Red
Cross. Furthermore, Prosus is contributing US$10m to support
humanitarian aid efforts in Ukraine. Donations will be made
directly to registered and established charities to ensure the
funding reaches those people most in need, and our Ukrainian
and Polish employees will be involved in the selection of the
charities. We expect to complete the US$10m of donations over
the next six months.
Prosus social impact challenge – India
The Prosus Social Impact Challenge for Accessibility (SICA) was
launched in 2020, in partnership with Invest India and Startup
India (government agencies), Social Alpha (supported by Tata
Trusts), and the World Health Organization (WHO).
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 41
Social capital continued
Mentees can access a global network of strategic advisers
from Prosus, technical advisers from WHO, assistive technology
experts from Social Alpha, and the support of knowledge and
partnership-building specialists from Startup India and Invest
India. They are eligible for opportunities to seek follow-on funding,
with an opportunity to join Social Alpha’s start-up incubator.
Prosus FLIGHT – India: Access to education and employment
for young women
Prosus FLIGHT is an initiative to fund education and skills training
for marginalised women and girls in India. Launched in March
2021, in partnership with UN Women, this initiative aspires to
support economic growth by advancing women’s equality and
participation in an economy where many lack opportunities for
decent, dignified work.
Breaking barriers
Obstacles to education and skills training in India are numerous.
Girls and young women often find it hard to continue their
education beyond high school. For those who attend college,
many struggle to stay enrolled until graduation.
Prosus FLIGHT supports 750 women and girls in higher
education to earn a formal degree or certification, and to
acquire employable skills to participate in India’s digital economy.
The initiative helps young women aged between 17 and 25 in
the state of Maharashtra, where Prosus FLIGHT aims to create a
network of female graduates who can become role models for
other young women.
Focusing on progress and prosperity for all
Vision
Mission statement
Inclusive
development
pillars
Target
beneficiaries
How we create
impact
Inclusive development: Number of lives impacted
Catalyse progress and prosperity for all
Access to
livelihoods
Gender
equity
Humanitarian
relief
Underemployed or unemployed
youth from previously
disadvantaged communities
Girls and women
Communities impacted by
natural or man-made disasters
Naspers Labs
Skills development
Job placements
Supporting entrepreneurs
Naspers Bursary
Higher education
Naspers Foundry
Investing in entrepreneurs
Naspers For Good
Preventing gender-based violence
Naspers Bursary
Developing women leadership
Naspers Foundry
Investing in women-led businesses
Donation for emergency relief
and thought leadership on
resilience development
Local NGO and enterprise partnerships for innovation and execution
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 42
Extending reach
Looking forward, the cohort of trained and inspired learners
and entrepreneurs will continue to grow – more young people
across the country will begin meaningful jobs and start promising
businesses, thanks to Naspers Labs. The programme has started
to extend its reach in new and exciting ways. Tackling youth
unemployment in rural areas, for example, is one focus area
currently being explored. The plan is to combine agtech with
creating sustainable local employment and start-up opportunities
so that more young people can stay and prosper in their local
communities. This would have the double benefit of improving
prosperity in rural areas and relieving pressure in the cities.
This is just one example of how Naspers Labs continues to grow in
line with its core ambition – to unlock and realise the potential of
as many young South Africans as possible.
Naspers Bursary
Through the Naspers Bursary programme, we are sponsoring
deserving tertiary students in science, technology, engineering
and maths (STEM) and other fields that are in high demand
across sectors. The selected students do not have other means to
fund their studies at higher education institutions, so the bursaries
make a critical difference.
The programme extends beyond financial sponsorship. It includes
mentorship and wrap-around holistic support, through an
implementing partner called the Tomorrow Trust, to address high
drop-out rates resulting from psychosocial challenges often faced
by students.
We launched the programme in September 2021.
By partnering with Xhuma – a proudly South African start-up that
assists youth with career guidance, job opportunities and bursary
applications – we were able to develop a platform that is low on
data use and can reach beyond the urban centres.
We received over 2 000 applications from all nine provinces.
By the end of FY22, we had offered 82 bursaries.
Naspers For Good
Naspers For Good rallies employees in two ways: firstly, through
a social-good fund administered by a committee of employees
and, secondly, through an employee volunteering platform.
The social-good fund launched in April 2021 and, to date, the
Naspers For Good committee has approved support for 18
community projects totalling R3 000 000.
The employee volunteering platform (https://forgood.naspers.
com/) launched on Mandela Day, 18 July 2021. The platform
provides access to more than 400 vetted causes and over 2 000
opportunities, including coaching, mentoring, finance, tech support
and marketing.
The programme has built-in reward and incentive elements.
Employees earn and collect Naspers For Good badges based
on their giving activity on the platform.
By the end of FY22, employees had earned 261 badges
(261 giving activities), donated R57 394 of their own money to
causes on the platform, and earned R60 924 for their charities.
Social capital continued
Naspers Labs
Unlocking potential
Naspers Labs is our flagship youth development programme.
It reflects our pride in our South African roots and our dedication
to the long-term growth and success of the country. As a global
consumer internet operator and investor, we are committed to
helping grow South Africa’s technology ecosystem, and Naspers
Labs is one of the key ways we are living up to this commitment.
We want to create an environment where young people can
unlock their potential, and shine.
Creating employment and businesses
Naspers Labs has a big ambition: to improve livelihoods and help
grow small and microenterprises, the programme aims to enable
10 000 young people to access decent job opportunities, and to
create self-sustained, tech-enabled small businesses by 2026.
The programme focuses on equipping young people with the
digital skills required in today’s changing world of work, allowing
them to be at the forefront of economic opportunities. It offers
in-demand skills training for roles such as software development,
cybersecurity, cloud engineers and data scientists, among others.
In addition to technical skills, the programme also prepares young
people for the world of business in very practical ways. These
include work-readiness training in channels such as experiential
learning, internships and apprenticeship opportunities, with
employment or entrepreneurship as an end goal.
Adding value
Through Naspers Labs, we aim to constantly add value, bringing
our own expertise and that of our partners to improve lives. We
use the services of implementing partners to deliver both our skills
development and entrepreneurship programmes.
We use technology as a catalyst for progress and work with local
changemakers and entrepreneurs to find solutions that address
local challenges. We are passionate about creating opportunities
through consumer technologies that address societal needs, and
ultimately help to grow South Africa’s tech ecosystem.
We know this involves working closely with young people and
their communities. Our support for learners goes beyond just the
learning, to include, for example providing laptops, tablets and
data to access their online training content and supplementing
stipends for decent earnings.
Partnerships are also key and are carefully selected for specific
aspects of the programme. Our strategic partners include NMR
AEP, Afrika Tikkun Services, CapaCiTi, GirlCode, Maharishi Institute
and Esinam for skills development, and for entrepreneurship,
Tsatsile Group, SA Harvest, Grow Great Flourish and the Branson
Centre for Entrepreneurship.
Increasing impact
In FY22, we trained and developed 2 274 young people in tech
roles such as software developers, cloud engineers, cybersecurity
technicians, data analysts and desktop technicians, among others.
Through our extensive network of partners, we placed 1 772
young people in entry-level jobs in the tech sector and linked
services. Females make up 65% of our cohort, and we have
been working with implementing partners who focus on
helping females gain skills and find employment.
We have also supported 31 young entrepreneurs to set up
their businesses.
Naspers Labs invested R176m in youth skills development,
including support towards community development projects.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Natural capital
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.
43
Climate action
In FY22, we developed a climate transition plan that provides
the foundation for setting multiyear, science-based targets
in the coming year. To achieve these targets, we will invest in
partnerships and scalable technology for low-carbon growth,
improved material efficiency and environmental stewardship.
To implement our climate transition plan, we follow a three-step
approach:
Firstly, we understand the environmental impact of our operations
and extended value chain. Each company conducts a materiality
assessment and an ESG performance assessment, while also
undertaking a deep-dive exercise into mapping and defining their
organisational boundaries for the purpose of carbon accounting.
Data from this analysis informs both group and company-specific
environmental programmes to drive systemic change.
Secondly, we apply the highest industry standards and targets,
guided by global best practice and science-based frameworks.
Thirdly, we identify scalable technology, partnerships and
strategies to reduce environmental impact and improve
performance.
Given the diversity of our group companies, not only in terms of
business sector and geography, but also the relative maturity of
each entity, the nature of a company’s material environmental
impacts, and how to define them, will vary. Mapping the
environmental impact of individual businesses reflects our
emphasis on ‘solving for local needs’.
In our Classifieds segment, for example, OLX Group has
committed extensive resources to establish a methodology
for calculating how reusing consumer products reduces
consumption of materials, water and other resources, and
the corresponding reduction in greenhouse gas (GHG)
emissions, thereby contributing to creating a circular economy.
Outcome of this is published in the OLX impact report (refer
to www.olxgroup.com/impact).
We work closely with our subsidiaries to build a diligent GHG
emissions inventory accounting and reporting process. We
support all subsidiaries to onboard their GHG inventory (ESG
data management tool) to create a repository of all their
upstream and downstream environmental data. This enables our
businesses to adopt a data-driven analysis and define a baseline
that underpins company-specific targets to reduce emissions.
Our GHG accounting and reporting, ultimately, is about creating
transparency and appointing responsibility for taking action to
reduce emissions and realise GHG targets. Our GHG accounting
needs to be in support of our company’s climate ambition and
at the same time follow the leading standards and guidance on
accounting and reporting.
The process of GHG data reporting is very operational, company
and market specific. Compared to the financial accounting
processes of listed and non-listed companies, we observe
that carbon accounting is still in a nascent stage for private
companies. This is illustrated through the lack of carbon data
management in our new acquisitions, regardless of size, sector
or geography. Helping our companies to get started on the
climate action journey begins with deep engagement and
training. During the first 12 to 24 months after acquisition, we
start with building awareness of the need for climate action and
helping them with the tools to define their boundaries and start
their GHG accounting journey. Continual improvement in the
quality of their data collection and analysis is key to the
development of their environmental programme. Designated
‘environmental champions’ are supported with training and
knowledge-sharing to develop and implement emissions
reduction plans.
Electricity used in buildings, fuel consumption by company cars
and generators and IT hardware are some of the assets that
need to be reviewed for their generation of GHG emissions.
Oversight over these assets and the implementation of solutions
for GHG reduction activities is operationalised at individual
company level. We want to ensure that our GHG accounting
and reporting approach is reflective of this reality and allows us
to set targets that can be delivered on by the entities that carry
the ability to do so.
Our climate commitments
In early FY22, we committed to becoming carbon-neutral. The
scope of this commitment included direct and indirect emissions
resulting from our corporate operations, including business travel
and extending to the footprint of our subsidiaries that offset their
scope 1 and 2 emissions.
In the years to come, we intend to shift our investments in carbon
offsets to strategic GHG reduction programmes.
For the Prosus corporate entity, we have fully compensated
historical GHG emissions arising from its own operations since its
listing in September 2019. Our offsets are procured from certified
projects around the world that help drive social, economic, and
environmental progress in local communities.
Next steps: Science-based targets towards net zero
We are now working on setting groupwide, multiyear GHG
reduction targets that will drive our net-zero pathway, aligned
with the 2015 Paris Climate Agreement goal of keeping global
warming to 1.5°C.
We have established FY20 as our baseline for our emissions-
reduction targets feeding into our climate transition plan. Sphera,
our carbon data management tool, enables the evolution and
integration of group ESG performance targets into company-
specific ESG plans and targets.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
44
Swiggy has learnt from conducting a few pilots that the offering of
electric two-wheelers for its delivery partners has to match, if not
improve, the existing two-wheelers on critical elements of battery
capacity (range), engine capacity and costs to improve adoption.
Solutions to these elements require a mix of new infrastructure of
charging or battery swapping stations and reliable high-quality
two-wheelers that are affordable to operate. Swiggy is now
working with several players, like manufacturers, leasing
companies, infrastructure providers and more to stimulate
adoption of the scooters to realise its target of approximately
0.5 million miles driven electrically by 2025.
But, to disrupt a highly developed system of transportation based
on fossil fuels – reliable new and used motors, petrol stations,
garages, technical experts – and replace it with an equally
reliable system of affordable scooters, charging stations,
sufficient battery range, etcetera, requires the collaboration and
entrepreneurship of many different parties, including a supportive
government. As an investor in several food companies across the
globe, Naspers recognises how each market has its challenges to
make electric transport a viable investment, and that we can play
a role to enable sector innovation and cross-learning to help
remove barriers and speed up the transition.
Packaging and waste is a material topic for a significant
proportion of our portfolio companies, in particular for our Etail
and Food Delivery segments. As in all sustainability topics, we
are focused on scalable and systemic responses. Each of the
companies will continue to explore opportunities to reduce the
environmental impact of plastic packaging by implementing steps
to understand and manage this impact. One of the strategies
being implemented by iFood, Delivery Hero and Swiggy, is to
offer customers an opt-out feature for cutlery when placing their
food orders.
Further details of our climate strategy, including risks and
opportunities such as decarbonisation of mobility and powering
the circular economy, can be found at www.naspers.com/
sustainability/overview.
Task Force on Climate-related Financial Disclosures
We have been embedding Task Force on Climate-related
Financial Disclosures (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.prosus.com/investors/annual-reports and is summarised on
the next page.
As we mature on our sustainability journey, we are guided by
reporting frameworks like the TCFD and Sustainability Accounting
Standards Board (SASB) standards for communicating our
position and progress on key ESG indicators. The TCFD framework
helps us to communicate consistently on climate-related risks
and opportunities to meet the needs of investors and other
stakeholders for disclosures on our role in creating 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 stakeholders know and trust, defining and
enhancing broader performance measures and reporting
progress against them.
Natural capital continued
This process facilitates effective, groupwide collation of consistent,
high-quality and comparable data for evaluation and reporting.
For the new financial year, our climate targets are embedded
into the STI-linked KPIs for our chief executive and include:
1. Absolute reductions in our scope 1 and scope 2 corporate
footprint (Naspers corporate).
2. Reductions in material scope 3 categories. (Naspers corporate).
3. Setting a science-based target (Naspers corporate).
4. Reporting of full scope emissions of all portfolio companies
where we have a controlling interest.
We intend to publish our science-based targets in the coming
year. Our ambitions will focus on two aspects that are in
alignment with the level of control we exercise over our group:
• Reduction of our corporate footprint (scope 1, 2 and selected
categories of scope 3).
• Engagement of our portfolio companies to ensure they also set
their own science-based targets.
Systemic change is contingent on collaboration across sectors
and value chains. By working through sectoral, industry and other
policy forums, Naspers aspires to create enabling conditions for
collective global action by businesses to reduce environmental
impact.
We participate in initiatives and programmes most relevant to
the operations of our businesses. We have joined the BoardNow
coalition of companies committed to sustainable air travel: we
invest in sustainable aviation fuel that is the only short-term
solution to decarbonise air travel and that is supportive of the
development of a low-carbon pathway for air travel. We will
continue to invest in electrification of our delivery fleets,
renewable energy, and innovative collaborations to enhance
environmental performance.
There is tremendous opportunity in the food segment to use
electric bikes, scooters, motors and other vehicles to reduce the
environmental impact of food delivery. Across the diverse range
of food delivery companies in our portfolio, we have learnt that
successful implementation comes with many challenges. While
there can be both carbon and cost efficiencies in the long term,
key barriers to the adoption of electric delivery vehicles range
from awareness, infrastructure and financing.
iFood, Swiggy and Delivery Hero are deeply involved in pilots
to learn where the bottlenecks are and what solutions can be
created. The shared ambition involves removal of fossil fuels
from the supply chain, which will reduce GHG emissions,
reduce reliance on the supply of these fuels and continue to
support livelihoods.
Total energy
consumption (GJ)
%
renewable
energy
%
non-renewable
energy
Naspers corporate
Prosus corporate
Takealot
Media24
PayU
Movile
iFood
eMAG
OLX
194.42
895.63
18 1145.15
41 794.09
10 395.11
1 710.95
2 728.85
27 3687.16
38 308.98
0%
51%
1%
0%
0%
0%
0%
5%
4%
100%
49%
99%
100%
100%
100%
100%
95%
96%
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Natural capital continued
45
Approach
Progress
Next steps
Trainings for a broader group
of executive management on
climate change and climate-
related risks and opportunities.
Further support sustainability
champions in our portfolio
companies to expand and
improve GHG inventorisation,
and set absolute reduction
targets.
Explore ISO certification of our
GHG data and environmental
programme as Environmental
Management System.
At our highest governance level, two board
committees (risk committee and social and ethics
and sustainability committee) along with the
governance committee comprising of executive
leadership are charged with overseeing the
implementation and execution of the group
sustainability strategy and climate transition plan.
The committees must meet at least twice every
year and retain oversight to provide steer on the
sustainability risks and opportunities for the group.
Identification of sustainability risks and
opportunities at group level is led by the global
head of sustainability, who is responsible for
managing implementation of the group
sustainability plan. The global head of
sustainability reports to the group general counsel,
a member of the executive management team,
who reports to the CEO.
Action on climate is a requirement across our
portfolio of companies, with performance
standards set at the group level. Implementation
and results are monitored by the sustainability
committee whose members include our CEO,
CFO and board directors.
e
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To ensure our board is informed of and
aware of all climate-related reporting and
standards, the board received multiple
trainings this year on specific environmental
programme management, including GHG
accounting, setting of science-based targets
and climate action.
Climate action targets have been integrated
in the group financial planning, and included
in the CEO’s and CFO’s KPIs and their
short-term incentive plans. Targets are
aimed at:
• Absolute reductions of our corporate
footprint.
• Developing a science-based net-zero
pathway.
• Disclosure of audited emissions of all
portfolio companies where we have a
controlling interest.
We have successfully trained and grown a
broad network of sustainability champions
across all controlled portfolio companies.
These champions are responsible for the
implementation of the environmental
programme, setting boundaries for GHG
accounting within their business and
collecting and reporting carbon data on
our group reporting tool.
An internal audit of our controls on the
carbon data reporting process and tool,
findings of which were reviewed at board
level. Our GHG data received a readiness
review conducted by E&Y and limited
assurance audit by PwC South Africa.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Natural capital continued
46
Approach
Progress
Next steps
We play a leading role in digitisation of traditional
business sectors enabling the transition to a
low-carbon economy. When compared to
analogue, offline delivery of services and digital
solutions are material efficient and reduce the
need for physical infrastructure and mobility.
We continue to explore investment opportunities in
climate across a wide range of verticals, including
but not limited to clean energy, sustainable food
and agriculture, next-generation materials and the
circular economy.
We have assessed the climate-related risks and
opportunities for the group, which resulted in an
identification of some clear opportunities to
enhance the ESG profiles of our portfolio
companies and thereby increase our ability to
raise capital, enhance the valuations of these
companies and reduce their operational risks.
Opportunities in green transport, resource
efficiency and circular economy, operational
efficiency and digitisation with positive impact on
our segments are substantive and pursued
through the employment of management
programmes and investment programmes.
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S
The next steps are to support the
companies in their journey to set
and achieve net-zero targets by
identifying scalable technology
and partnerships to enable
low-carbon growth and material
efficiency.
We are deepening our
understanding and quantifying
how digitalisation helps the
world transition to a low-carbon
society. In FY23, we will conduct
a comparative assessment (LCA)
to help us quantify the impact of
digital payment services
compared to offline, analogue
and physical financial services.
We are also implementing a
project at OLX to further
understand and substantiate the
opportunity for digital platforms
for used-car trade to contribute
to reduction of GHG emissions
from cars.
These projects will contribute to
deeper understanding of the
environmental benefits of digital
platforms, which will feed into the
classification of our investment
activities as sustainable.
This year, first, we onboarded all subsidiaries
on a carbon data management tool.
Next, our businesses harnessed this data to
define a baseline and set company-specific
reduction roadmaps.
We have articulated our responsible
investment approach to ensure clarity for all
stakeholders about integration of ESG in our
capital allocation decisions and our
engagement with portfolio companies.
We made several investments in sustainable
businesses this year, such as Fashinza
(https://www.prosus.com/news/fashinza-
raises-100m-series-b-to-create-sustainable--
supply-chain-for-global-fashion-industry/),
sustainable fishery platform Aruna (https://
www.prosus.com/news/indonesias-fisheries-
platform-aruna-secures-series-a-funding-of-
us-35-million/) and agtech Biome Makers
(https://www.prosus.com/news/biome-
makers-raises-15m-in-series-b-funding-to-
secure-position-as-a-global-leader-in-
biological-soil-
analysis/#:~:text=%E2%80%9CProsus%20
Ventures%20invests%20in%20industries,to%20
the%20fresh%20food%20supply).
Acknowledging our corporate footprint
includes emissions from air travel, we are
committed to contributing to structurally
decarbonise the aviation sector. We have
joined the BoardNow programme (https://
boardnow.org/) and will purchase
sustainable aviation fuel (SAF) credits from
the first dedicated SAF production facility,
operated in the Netherlands by SkyNRG.
We participate in initiatives and programmes
most relevant to the operations of our
businesses, such as:
• eMAG investing in ecological carbon
offsetting (https://www.carpathia.org/
conservation-carpathia-and-emag-join-
forces-to-protect-the-fagaras-mountains/).
• iFood partnering to identify and innovate
towards new packaging solution with
Xprize (https://news.ifood.com.br/
xprize-competicao-promete-resolver-
desafios-mundiais/).
• OLX measuring the avoided environmental
impact from the trade of used goods on its
platforms (https://www.olxgroup.com/
impact).
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Natural capital continued
47
Approach
Progress
Next steps
Management and the board are accountable
for the choices and decisions we make, how we
execute on these, for delivering value in its
broadest definition of the six capitals model,
and to maintain the risk profile regarded as
acceptable. Risk tolerance levels are set
top-down, and management is accountable to
the board for implementing and monitoring the
processes of risk management and for integrating
this into day-to-day activities.
Particularly focusing on data privacy,
cybersecurity, sustainability (including climate risk),
tax and intellectual property.
An ongoing enterprisewide risk assessment
process supports the group. This ensures risks are
adequately identified, evaluated and managed at
the appropriate level in each business and that
their individual and joint impact on the group is
considered.
Given the diversity of our investment portfolio, in
terms of sectors and geography, but also the
relative maturity of each company, the nature of a
company’s material environmental impacts – and
how to define them – can vary for every company.
All our businesses are required to assess the
extent to which natural capital may significantly
affect current or future operations.
These and other potential risks vary according to
each company’s business model, sector and
geography, among other factors. Applying our
principle of ‘solving for local needs’, we support
our portfolio companies to identify and manage
risks and pursue opportunities in the context of
local operating environments.
Further details on the finding of this analysis can
be found in our full TCFD report on our website at
[www.prosus.com/investors/annual-reports and the
Natural Capital risk section in our annual report.
We require all our portfolio companies, regardless
of the sector they operate in, to take climate
action as a central pillar of their ESG performance.
GHG accounting, reporting and tracking of results
against targets is monitored by our CEO and the
segment CEOs reporting to him.
All subsidiaries have committed to being
carbon-neutral since FY22. For us, this is an
important driver for our portfolio companies to
develop a thorough practice of carbon
measurement and accounting that underpins the
setting of net-zero targets.
For this year, the below targets are set on
GHG emissions:
• Reduce corporate scope 1 and scope 2
emissions by 100%.
• Reduce corporate scope 3, category 1 emissions
by 1% year on year.
• Reduce corporate scope 3, category 6 emissions
by 6% year on year.
• Set a science-based GHG reduction target
for corporate.
• All subsidiaries report their audited full
scope emissions.
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n
a
m
k
s
i
R
s
t
e
g
r
a
t
d
n
a
s
c
i
r
t
e
M
Opportunities arising from the transition to
a low-carbon economy are plenty for our
businesses, which also de-risk their
operations.
Companies in our Food Delivery and Etail
segments have continued to pilot the use
of electric vehicles for delivery and
transportation to curb emissions.
Investing in pilots for reusable and
biodegradable packaging to reduce
packaging waste.
Our Etail platforms invest in proprietary
renewable-energy capacity to power their
warehouses and other sites.
eMAG has invested in refurbishment
capacity for phones to help customers
extend the life of their devices, reducing the
need for new virgin materials and products
(https://www.prosus.com/news/romanian-
startup-flip-lands-15m-from-prosus-owned-
emag-plans-cee-leadership-in-refurbished-
products/).
Our Classifieds operations have
consolidated the network of car inspection
centres under their GHG accounting and are
identifying opportunities to reduce energy
consumption and to install renewable-energy
capacity.
GHG inventory and footprinting for all
scopes for FY20 were performed for
corporate and subsidiaries. This is now the
benchmark year for further climate action
across the group.
We have established the baseline and GHG
accounting and reporting processes that are
the foundations for completing our climate
action plan and science-based targets.
Carbon-neutrality was achieved for both
our corporate and subsidiaries through the
purchase of credits from high-quality energy
efficiency and renewable-energy projects.
Associate Tencent announced its
commitment to a net-zero pathway and
will publish its science-based targets in the
near future.
Packaging and waste is a
material topic for our food
delivery and etail companies.
Through a specialised working
group, we are focused on
identifying scalable and systemic
responses. Over the year, this
group will pilot solutions and
exchange best practice.
We are committed to supporting
the transition to a net-zero
economy in accordance with the
2015 Paris Climate Agreement to
keep global warming to 1.5
degrees Celsius.
Our science-based targets will
be published in FY23, when also
implementation commences. Our
ambitions will focus on two
aspects, in alignment with the
level of control we exercise over
our group:
• Reduction of our corporate
footprint (scope 1, 2 and
selected categories of
scope 3).
• Engagement of our portfolio
companies to ensure they
also set their own science-
based targets.
From next year onwards, we will
disclose progress made against
this target.
We will fine-tune our GHG
accounting and reporting
framework to match the reality
of a long-term investor with our
financial accounting.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Natural capital continued
Naspers and portfolio companies scope 1 and 2 emissions
Naspers corporate office
Scope 1 emissions from direct operations (use of fossil fuels and refrigerants)
Scope 2 emissions from purchased electricity (market-based)
Scope 3 (C6) emissions from corporate air travel
Portfolio companies:
Media24
Scope 1 (tCO2e)
Emissions from use of fossil fuel
Emissions from use of refrigerants
Total scope 1
Scope 2 (tCO2e)
Emissions from purchased electricity (market-based)
Takealot
Scope 1 (tCO2e)
Emissions from use of fossil fuel
Emissions from use of refrigerants
Total scope 1
Scope 2 (tCO2e)
Emissions from purchased electricity (market-based)
Prosus corporate offices1
Scope 1 emissions from direct operations (use of fossil fuels and refrigerants)
Scope 2 emissions from purchased electricity (market-based)
Scope 3 (C6) emissions from corporate air travel
OLX
Scope 1 (tCO2e)
Emissions from use of fossil fuel
Emissions from use of refrigerants
Total scope 1
Scope 2 (tCO2e)
Emissions from purchased electricity (market-based)
Movile
Scope 1 (tCO2e)
Emissions from use of fossil fuel
Emissions from use of refrigerants
Total scope 1
Scope 2 (tCO2e)
Emissions from purchased electricity (market-based)
iFood
Scope 1 (tCO2e)
Emissions from use of fossil fuel
Emissions from use of refrigerants
Total scope 1
Scope 2 (tCO2e)
Emissions from purchased electricity (market-based)
48
*tCO2e
5.15
31.38
117.98
1 410.08
0
1 410.08
5 788.58
11 161.02
0
11 161.02
7 918.02
*tCO2e
15.46
35.74
418.30
389.08
0
389.08
4 077.93
0
0
0
49.62
1.89
0
1.89
78.40
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Natural capital continued
eMAG
Scope 1 (tCO2e)
Emissions from use of fossil fuel
Emissions from use of refrigerants
Total scope 1
Scope 2 (tCO2e)
Emissions from purchased electricity (market-based)
PayU
Scope 1 (tCO2e)
Emissions from use of fossil fuel
Emissions from use of refrigerants
Total scope 1
Scope 2 (tCO2e)
Emissions from purchased electricity (market-based)
Scope 1 emissions
Naspers corporate (tCO2e)
Prosus corporate (tCO2e)
Portfolio companies (tCO2e)
Total (tCO2e)
Scope 2 emissions
Naspers corporate (tCO2e)
Prosus corporate (tCO2e)
Portfolio companies (tCO2e)
Total (tCO2e)
Scope 3 emissions (C6 emissions from corporate air travel)
Naspers corporate (tCO2e)
Prosus corporate (tCO2e)
Total (tCO2e)
tCO2e: tonnes of CO2 equivalent.
*
1 Prosus Corporate offices include the Unites States (Ventures), Belgium, and Hong Kong offices.
LA Limited assurance obtained: Please read the full assurance report which can be accessed on our website at
https://www.naspersreport2022.com/images/uploads/2022/05/Naspers2022_Sustainability_Information_Assurance_Report.pdf.
The carbon emissions data was prepared in line with the following criteria for scope 1 and scope 2 emissions can be accessed on our website at:
https://www.naspersreport2022.com/images/uploads/2022/05/Naspers2022_Boundaries_And_Scope_Of_OurGreenhouse_Gas_Accounting.pdf.
For Prosus carbon emissions, please refer to the Prosus annual report on page 48.
49
12 860.71
114.78
12 975.49
4 417.12
239.07
92.38
331.45
1 189.12
5.15
15.46
26 269.01
26 289.62LA
31.38
35.74
23 518.79
23 585.92LA
117.98
418.30
536.28LA
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 50
Performance
review
51 Our performance
55 Classifieds
59 Food Delivery
62 Payments and Fintech
66 Edtech
69 Etail
75 Other: Ventures
78 Other: Naspers Foundry
80 Social and Internet Platforms
82 Media24
84 Tax
87 Choosing the right opportunities and balancing risks
90 Monitoring key risks
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Our performance
Operating and investing in countries and markets across the world with long-term growth potential,
building leading companies that empower people and enrich communities.
51
In presenting and discussing our performance, we use certain
alternative performance measures not defined by IFRS, referred
to as non-IFRS financial measures, alternative performance
measures or APMs. Such measures include economic-interest
basis information; trading profit; adjusted EBITDA; headline
earnings; core headline earnings; and growth in local currency,
excluding acquisitions and disposals. Segmental reviews in this
report are prepared showing revenue on an economic-interest
basis (which includes consolidated subsidiaries and a proportionate
share of associated companies and joint ventures), unless otherwise
stated. Numbers included in brackets represent the equivalent
measure on the basis of growth in local currency, excluding
acquisitions and disposals. For a further explanation of the
use of APMs we refer to ‘Governance – About this report’.
Operating review
In a year marked with continued global turmoil and uncertainty,
which has made for a turbulent operating environment, the 2022
financial year was a year of progress for the group. We remained
focused on executing our long-term strategy and delivering strong
operational growth across our core segments. At the same time,
we made strategic investments and laid the foundation for future
growth across the portfolio.
Despite a strong operational performance across the portfolio,
the group, like many technology companies, faced significant
macroeconomic and geopolitical headwinds, leading to highly
volatile capital markets in the latter part of the financial year.
The combination of the war in Ukraine, higher inflation and
rising interest rates drove up the cost of capital and increased
uncertainty. Valuations of global peer group companies in tech
and internet sectors declined sharply in recent months as the
level of risk appetite reduced significantly. These forces drove,
for the first time in many years, a decline in the group’s net asset
value. The discount to the group’s sum of the parts increased to
an unacceptable level. Taking substantive action to reduce the
discount is a priority. To navigate these turbulent times, we will
prioritise capital towards supporting our existing businesses
and prudent balance sheet management, sustaining adequate
financial liquidity.
We invested US$6.3bn to increase our stakes in existing investments
and in new assets where we see substantial opportunity for future
value creation. This investment was weighted largely to the first
half of the year, in our Food Delivery and Edtech segments.
While Delivery Hero’s stock has declined in value since the last
investment, we remain confident in the company’s future and in
our continued ability to generate a return from it. In August, we
also committed US$4.7bn to acquire BillDesk, the leading
bill-payment-processing company in India. The transaction
is under review by the Competition Commission of India.
In the second half of the year, we invested heavily through
our income statement. We focused on maintaining growth
and customer engagement, while leveraging increased scale to
develop opportunities in adjacent products and services. We are
building ecosystems with multiple customer touchpoints to improve
not only their experience but also retention. We aligned technology
and data with key customer needs such as convenience and ease
of use. We will need to continue to invest organically to build
on the strong progress we have made in autos in Classifieds,
convenience in Food Delivery and India credit in Payments and
Fintech segments. Our plans will recognise the uncertainty and
volatility and the need to preserve capital.
Throughout the year, the group continued to crystallise returns
and return capital to shareholders. In February 2022, we
completed a second US$5bn share purchase programme that
followed the US$5bn share buyback programme in 2021. This
generated a meaningful enhancement to net asset value per
share. Repurchased Prosus shares will be cancelled in the
following financial year. In total, Prosus has allocated US$50bn
in capital over the past six years, with approximately 57% of
that capital being invested into the business and new growth
opportunities, approximately 25% returned to shareholders in
the form of share repurchases and dividends, and approximately
18% being held in cash.
Against the backdrop of deteriorating geopolitical and economic
conditions, our ecommerce businesses were resilient, growing
revenues 53% (47%) in the second half of the year and, in many
cases, significantly outperforming global peers.
Within our Ecommerce portfolio, all segments made good
progress against their financial and strategic objectives. Classifieds
demonstrated healthy growth at its core, well ahead of global
peers. OLX Autos experienced strong triple-digit growth this year
as it creates a differentiated customer experience. Our Classifieds
business has been deeply impacted by Russia’s invasion of Ukraine.
We are appalled by the war in Ukraine and we continue to do all
we can for our Ukrainian employees and the people of Ukraine.
Consequently, in March 2022, we announced the separation of the
Russian classifieds business Avito from our OLX Group. Following
completion of this operational separation, in May 2022 we
announced our intention to exit the Russian business. We have
started the search for an appropriate buyer for our shares in Avito.
Food Delivery’s performance remained strong, as it addresses
a major consumer need that is being fundamentally transformed
by technology. We are leveraging our logistics network and
capabilities as well as our strong customer relationships to pursue
this opportunity with a real competitive advantage. The online food
and convenience industry is still in its early stages of development,
and we are excited by its long-term prospects and we believe we
will ultimately yield a good return on investment.
In Payments and Fintech, our growth momentum continued
globally. We increased our scale in India, one of the fastest-
growing consumer internet markets and the closing of the
acquisition of BillDesk will create further opportunity to
expand into credit and digital banking. Outside of India,
the business continued to grow strongly.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Our performance continued
Edtech’s performance remained strong and we made substantial
progress in expanding the portfolio with acquisitions of market
leaders in our areas of focus. During the year, we took a
substantial stake in Skillsoft, which is now public, while acquiring
Stack Overflow and GoodHabitz. This positions us well within the
key enterprise education market. Our Edtech investments currently
reach over 500 million users and cover the full span of the sector
and beyond, into third- and enterprise-level education.
In April 2021, to improve our financial flexibility and reinforce our
balance sheet, we sold 2% of Tencent’s issued share capital,
generating proceeds of US$14.6bn and reducing our holding to
28.9%. Proceeds were used to fund our strategic ambitions and two
share buyback programmes that enhanced net asset value per
share. Tencent’s has been impacted by regulatory action and the
economic impact of Covid-19, which has resulted in slower growth
and a tough macroeconomic environment. We are firm believers
that the company will recover from this and generate significant
value for shareholders and remain committed long-term investors
in Tencent.
The group remains focused on building on the strong momentum
in our Ecommerce portfolio. We will continue to invest in our
platforms and to grow the opportunity set within each segment.
We aim to build on the underlying strength of each business
through the creation of customer ecosystems, particularly in autos
transactions, credit and digital banking, and food, convenience
and grocery delivery. At the same time, we are driving profitability
and cash generation in more mature core businesses. Our goal is
to build an Ecommerce portfolio that will deliver sustainable value
creation over the long term for all stakeholders. Furthermore, the
group will endeavour to take further steps to crystallise the value
we have created over time.
Financial review
Revenue
On a consolidated basis, total revenue increased by US$2.0bn, or
34% (37%), from US$5.9bn in FY21 to US$7.9bn in FY22, with strong
contributions from all the segments.
The group delivered strong results for FY22. Group revenue,
measured on an economic-interest basis, grew 24% (24%) to
US$36.7bn. This was driven by Ecommerce revenues, which
grew 56% (49%). Our economic-interest share in Tencent’s
revenue grew 14% (16%) off a sizable base.
The weakening of certain currencies against the US dollar in FY22
negatively affected our year-on-year performance by US$107m, or
2%, due to the translation impact, specifically in the Classifieds, and
Payments and Fintech businesses.
Total revenue for the year ended 31 March 2022 (US$’m)
Online sale of goods revenue 4 492
Classifieds listings revenue
1 008
Payment transaction
commissions and fees
703
Mobile and other content revenue 71
Food Delivery revenue
Advertising revenue
Printing, distribution, circulation,
publishing and subscription
revenue
Edtech
Other revenue
986
175
138
83
284
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.
52
Online sales of goods revenue represented 57% and 56% of our
total revenue in FY22 and FY21 respectively.
Revenue by geographic market (US$’m)
Central
Europe
Asia
Eastern
Europe
Western
Europe
Russia
Latin
America
North
America
Other
768
678
701
420
2 111
2 029
100
58
642
423
1 834
1 266
647
205
1
855
2022
2021
Costs of providing services and sale of goods
The costs of providing services and sale of goods increased by
US$1.5bn, or 37%, from US$4.1bn for FY21 to US$5.6bn for FY22.
Platform/website hosting, warehousing costs and costs of goods
sold on those platforms increased by US$1.1bn, from US$3.0bn
in FY21 to US$4.1bn in FY22. This increase primarily relates to
Classifieds, in particular OLX Autos, which is refocusing the
autos transaction business towards the direct-to-consumer (B2C)
segment and consumer financing, while reshaping the core
Classifieds business towards accelerating pay-and-ship services
and strengthening our overall tech talent capabilities. iFood in
our Food Delivery business invested substantially in the grocery
delivery business.
Delivery service costs increased from US$481m in FY21 to US$639m
in FY22. This increase primarily related to logistics costs in the
Food Delivery and Etail businesses on the back of increased
gross merchandise value (GMV) of 41% and 3% respectively.
Payment facilitation transaction costs increased by US$236m
from US$391m in FY21 to US$627m in FY22. The increase primarily
related to the Payments and Fintech business, particularly in India,
due to the increased transaction volumes with merchants. In
addition, following the growth in the Food Delivery business,
payments facilitation costs increased accordingly.
Selling, general and administrative costs
Selling, general and administrative costs increased by US$129m,
or 4%, from US$2.9bn in FY21 to US$3.1bn in FY22.
General business administrative cost increased by US$125m from
US$410m in FY21 to US$535m in FY22, primarily due to cost
increases across all the segments as they scale.
Staff costs decreased by US$217m, or 11%, from US$2bn in FY21
to US$1.8bn in FY22, primarily due to a decrease in share-based
compensation costs. This was partially offset by an increase in the
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Our performance continued
number of permanent staff to support the rapid pace of business
expansion, as well as increased salaries, wages and bonuses
resulting from annual increases.
Total number of employees
for the year ended 31 March 2022
Classifieds
Food Delivery
Payments and Fintech
Etail
Edtech
Other Ecommerce
Corporate
11 375
5 468
3 246
10 629
663
1 244
307
The number of permanent staff increased from 28 445 at
31 March 2021 to 35 276 at 31 March 2022. Staff increased
particularly in the Classifieds segment as OLX Autos scales its
operations. In addition, iFood increased its workforce as the
business continues to scale. The iFood and Etail segments
also increased their headcount as the businesses expanded,
particularly in grocery deliveries. Headcount is expected to
continue to expand in line with the expansion of our businesses,
both organically and through acquisitions. For further information
regarding headcount, refer to the People section on page 26.
Retention option expenses for the year decreased US$3m
compared with US$74m in the prior period. Share-based
compensation costs decreased by US$570m due to changes
in valuation assumptions, including share prices and volatility,
as well as the impacts of allocations made and vesting of options.
Depreciation and amortisation
Depreciation and amortisation in selling, general and
administration expenses increased by US$20m, or 8%,
from US$264m in FY21 to US$284m in FY22. The increase in
depreciation expenses primarily related to the acquisitions of
property, plant and equipment, notably computer and office
equipment, following growth in our Classifieds, Food Delivery
and Etail businesses. Amortisation increased on the back of
acquired intangible assets related to business combinations.
Finance income/(costs)
Net finance costs increased by US$180m from a net finance cost
of US$167m in FY21 to a finance cost of US$347m in FY22.
Interest expense increased by US$143m, or 53%, from US$268m
in FY21 to US$411m in FY22, as a result of the issuance of new
publicly traded bonds during the current period.
Interest income decreased by US$37m, or 37%, from US$101m in
FY21 to US$64m in FY22, due to a drop in US dollar interest rates
and lower average cash balances.
Interest expense relates primarily to interest on the publicly traded
bonds. Interest income includes interest earned on bank accounts
and short-term investments.
53
Other finance losses decreased from a finance income of
US$207m for FY21 to a loss of US$84m for FY22. This relates
primarily to a US$217m cost incurred on the early settlement of
the 2025 and 2027 bonds, as well as foreign exchange differences
related to the foreign exchange impacts on the translation of
assets and liabilities and the fair value of derivative instruments,
which include forward exchange contracts, and derivatives
embedded in lease agreements. The cross-currency interest
rate swap accounted for the increase in other finance income.
Net gains on acquisitions and disposals
Losses on acquisitions and disposals of US$1 133m were
recognised in FY22, compared with US$308m in FY21.
A loss of significant influence of US$1 137m was recognised on VK
as a result of the resignation of our non-executive directors from
the VK board. This relates primarily to the reclassification of a
portion of the group’s foreign currency translation reserves related
to VK from other comprehensive income to the income statement.
Impairment of goodwill and equity-accounted investments
Impairment losses of US$246m recognised on goodwill related to
Stack Overflow primarily as a result of the current market
conditions and the increase in risk-free rates which resulted in an
increase in the discount rate. Equity-accounted investments were
impaired by US$589.1m of which US$474m related to the
impairment of VK. The group fully impaired the carrying value of
the investment in VK for FY22 due to the significant decline in its
share price immediately prior to the loss of significant influence.
Gain on partial disposal of equity-accounted investments
A gain of US$12.3bn was recognised on the partial disposal of
2% of Tencent’s total issued share capital.
Taxation
Our tax expense increased by US$152m, or 330%, from a tax
credit of US$46m in FY21 to a tax expense of US$106m in FY22.
This was as a result of the receipt of a once-off tax receivable
amount of US$170m related to a disposal of a business in 2021.
Share of equity-accounted results
Our equity-accounted results in equity-accounted companies
increased by US$2.16bn, or 30%, from US$7.1bn in FY21 to
US$9.3bn in FY22. This growth was driven by Tencent, which
reported improved profitability during the period.
This was partially offset by reduced profitability of VK and
Delivery Hero whose results were impacted by the acquisition of
investments during the period. In addition, the inclusion of Skillsoft,
Flink and PharmEasy for the first time in the current period also
negatively affected the equity-accounted results.
Trading loss/profit
On a consolidated basis, trading losses expanded from US$224m
to US$589m as we continue to invest in organically building out
customer ecosystems across our segments. This is mostly driven
by investment in Food Delivery, a decrease in profitability in the
Etail segment and acquisitions in Edtech.
Group trading profit on an economic-interest basis reduced 10%
(6%) to US$5bn, reflecting investment on the back of core strength
to expand the market opportunity for each segment and
strengthening the underlying customer ecosystems of our
underlying businesses.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 54
In addition, Tencent paid a special interim dividend in the form
of a distribution in specie of JD.com shares. The group received
131 873 028 JD.com shares in March 2022, representing a 4%
effective interest in JD.com valued at US$3.9bn at 31 March 2022.
Subsequently, the group disposed of its full stake in JD.com for
proceeds of approximately US$3.6bn.
There were no new or amended accounting pronouncements
effective 1 April 2021 with a significant impact on the group’s
consolidated financial statements.
The company’s external auditor has not reviewed or reported
on forecasts included in this annual report.
The following segmental reviews are prepared on an economic-
interest basis (which includes consolidated subsidiaries and a
proportionate consolidation of associates and joint ventures),
unless otherwise stated.
Segmental review
Ecommerce
Ecommerce revenue of US$10.7bn for the year grew 56% (49%).
Strong growth was seen across all our core segments.
Each segment reported strong growth and profitability at the
core and during the period we increased our level of investment
on the back of that strength to expand the market opportunity for
each segment and strengthen the underlying ecosystems of each
underlying businesses. This increased investment resulted in
aggregated trading losses increasing to US$1 120m, from
US$439m in the prior year.
Based on the data-driven unit economics, we are steadfast
in our belief that growth expansion from the autos transaction
businesses in Classifieds, a broader on-demand delivery
ecosystem in Food Delivery, credit and digital banking in
Payments and Fintech, and new investments in Edtech will
deliver significant value for the group. Classifieds as well as
core Payments and Fintech1 remain profitable, and during the
year we saw substantial improvement in the profitability trends
at the core of our Food Delivery businesses2, with iFood’s food
delivery in Brazil remaining profitable.
Our performance continued
Headline and core headline earnings
Headline earnings decreased by US$2.5bn to US$1.6bn. This
is mainly due to the increase in trading losses recognised, the
increase in net finance cost (US$143m) and the decrease in
contribution to headline earnings from associates of US$2.8bn.
This was partially offset by the decrease in the share-based
compensation expenses of the group (US$632m).
Core headline earnings were US$2.1bn – down 40% (16%),
impacted by our sale of 2% interest in Tencent and Tencent’s
reduced contribution to core as a result of increased losses
from its associates.
Refer to ‘Other information – Non-IFRS financial measures
and alternative performance indicators’ in this report for a
reconciliation of non-IFRS financial measures.
Cash and debt position
We ended the year with a strong and liquid balance sheet
comprising US$13.6bn in cash and cash equivalents (including
short-term cash investments) and interest-bearing debt of
US$15.7bn (excluding capitalised lease liabilities). We also hold
an undrawn US$2.7bn revolving credit facility. This sound financial
position will enable us to deliver on our strategy to scale our
businesses and, over time, deliver significant and sustainable
profitability and cash flow generation. Overall, we recorded a
net interest expense of US$347m for the year, elevated from the
prior year given new bond issuances and an additional US$217m
related to early settlement of the 2025 and 2027 bonds.
During the year, we issued new US dollar and euro notes in July
2021 and January 2022, raising additional capital of US$9.25bn.
Some of the net proceeds were used to settle US$1.6bn 2025 and
2027 notes. Lively investor demand for these offerings resulted in
attractive pricing, reduced average funding cost and extension
of our maturity curve.
In April 2021, we received US$14.6bn from our sale of 2% of the
issued share capital of Tencent. The proceeds from the sale
further strengthened the group’s financial flexibility and enables
us to invest in the significant growth potential we see across the
group, as well as in our own stock.
Consolidated free cash outflow was US$701m, a decrease on
the prior year’s free cash outflow of US$4m. We stepped up
operational working capital and capital expenditure investment
across our businesses. Working capital requirements have
increased as we invest in OLX Autos and the Payments and
Fintech segment. In autos, we are taking on more inventory as
the business expands and moves towards a consumer-facing
business. In Payments and Fintech, we accelerated the pace to
scale our Indian credit initiatives, resulting in increased receivables
outstanding at year-end. The increased capital expenditure was
mainly driven by distribution centre equipment and expansions
at eMAG. This was offset by increased dividends from Tencent
of US$571m (FY21: US$458m). Tencent dividends remain a
meaningful and stable contributor to our cash flow. After year-
end in June 2022, we received our annual cash dividend of
US$565m from Tencent for FY23.
1 Core Payments and Fintech is India payments and GPO.
2 Core Food Delivery is iFood’s restaurant food delivery business in Brazil.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 55
Classifieds
Building leading marketplace ecosystems
enabled by tech, powered by trust, and
loved by our customers.
Performance highlights
Revenue1
Trading profit1
2021
2022
US$1.6bn
US$3.0bn
US$15m
US$25m
OLX Group continues to perform with strong momentum across all
its business units. The segment made further strategic progress
during the period, refocusing the autos transaction business
towards the direct-to-consumer (B2C) segment and consumer
financing, while reshaping the core Classifieds business2 towards
accelerating pay-and-ship services and strengthening overall tech
talent capabilities.
Classifieds revenue of US$2.98bn grew 85% (92%) from US$1.6bn
in the prior year. This growth was a large acceleration and
significantly ahead of peers. The growth was largely driven by
OLX Autos, which grew 158% (173%) year on year. Despite
continued investment in the autos transaction business, pay-and-
ship, and people and technology to build capacity for the next
growth phase, trading profit was maintained at last year’s level
and the segment reported a trading profit of US$25m (FY21:
US$15m).
Europe, of which OLX Poland represents over 60%, delivered a
strong performance and generated revenues of US$432m with a
growth rate of 27% (24%). Trading profit reduced to US$95m from
US$118m a year ago due to a step-up in investment to scale
pay-and-ship services across Poland, Ukraine, and Romania, with
over 2 million delivery transactions on average per month during
the second half of the year. Our horizontal platforms in Europe
grew at 26% (28%), driven by the continued acceleration in
pay-and-ship and a surge in the jobs and services categories.
In our core Classifieds business we continue to record growth
across our key markets with the monthly app user-base rising
7% to 124 million and active listings growing 11% to 174 million.
Additionally, we saw continued momentum from engaged
monetised users as the group reported 11% additional monthly
paying listers. Revenue grew 38% (38%) to US$1.36bn with an
improvement of 80 basis points in margin yielding and a trading
profit of US$189m.
Despite a strong performance across the group for most of the
year, we are not immune to macroeconomic challenges. At the
outset of the Russia–Ukraine conflict in February 2022, we
witnessed an immediate drop in key operational metrics, mainly
in Ukraine. We continue to operate our platform in the country to
serve the local community and we have observed recovery on
traffic and listing metrics, while still behind pre-conflict levels. We
also observed some decline in other European countries, mainly
in Poland and Romania, during the initial days of the crisis,
however, metrics have already stabilised and are now tracking
ahead of pre-conflict levels. During these challenging times, we
have prioritised the safety and wellbeing of our employees,
providing immediate support, including safe housing and financial
assistance.
This was partially offset by lower performance in the autos
verticals, mainly Otomoto in Poland, impacted by supply
constraints in the autos industry market. OLX Poland recorded
revenue and trading profits of US$258m (PLN1 020m) and
US$65m (PLN252m), representing revenue growth of 28% (26%)
and a trading profit margin of 25%, given the pay-and-ship
investment and tailwinds noted above. Furthermore, as we
continue to support our customers in Ukraine with prolonged
listing duration and other discounts, we recorded negligible
revenues during March and business is expected to recover
slowly.
In Russia, Avito reported revenues of US$631m (RUB48.2bn), and
trading profits of US$220m (RUB16.3bn), representing growth of
52% (55%) and 31% (32%) respectively.
In March 2022, OLX Group took the decision to cease all
involvement in its Russian operations and, following a separation
process, the group decided to exit the Russian business. The search
for an appropriate buyer for the group’s share in Avito is underway.
OLX Autos reported revenues of US$1.6bn for FY22, up 158%
(173%) on the prior period and an 8 percentage point
improvement in trading margin despite strategic investments to
build the base for the next phase of growth. The US, which
represents more than 35% of OLX Autos revenues, performed
exceptionally well as it has more than tripled revenue and
became profitable. In our other markets, we have made
outstanding progress in executing our strategy through a
relentless focus on accelerating B2C and consumer financing.
1 Presented on an economic-interest basis.
2 Core Classifieds business is Avito, OLX Europe and OLX corporate.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
56
The opportunity
Last year, we highlighted four trends for the Classifieds segment:
firstly, consumers demanding a more convenient and trusted
experience; secondly, increased competition from global digital
players entering our markets; thirdly, the increasingly critical role
of AI to deliver new user experiences; and fourthly, stakeholders
requiring greater focus on sustainability.
While these trends remain, the pace and extent continue to be
affected by the pandemic. In particular, consumer preferences for
end-to-end digitally enabled journeys accelerated, along with
more calls for action to combat climate change. Data science and
AI capabilities created new business models and opportunities as
internet usage surged and consumers increasingly turned to
online solutions.
Essentially, these trends reinforce our aim to be deeper and more
widely involved in transactions at the heart of people’s everyday
lives. People are looking for more trust, more safety, more
convenience, more help. They want seamless online-to-offline
experiences, with more support along the transaction chain. And
they want ever-more sustainable ways to transact. We want to be
at the core of making this possible for people.
We are building an ecosystem of platforms that reinforce each
other, especially between our classifieds and autos transaction
businesses. In Indonesia, for example, more than a third of the
consumers who bought cars from us were already classifieds
users. More encouragingly, while it’s early days in our transition to
B2C, in Turkey, more than a third of the cars we sold were sourced
from our classifieds users.
Classifieds continued
Our autos transaction business scaled its operations, transacting
175 000 cars compared with 98 000 cars in the prior year. The
second half was a strong finish to a year of record growth, where
monthly volumes exceeded 22 000 cars (twice pre-Covid-19 levels)
in March 2022. OLX Autos sold an average of 14 600 cars (FY21:
8 100) per month at an average selling price of US$9 300 (FY21:
US$6 900) with a gross profit per unit of US$895 (FY21: US$746).
Monthly volumes in the US and India exceeded 7 000 and 5 500
cars respectively at year-end, far ahead of their previous peaks.
Finally, in the markets with B2C presence, we reached a 29% mix
of total cars sold versus 13% in the prior year. We continue to
make steady progress in consumer financing across Chile, Mexico
and Colombia, with 12 000 loans disbursed during the year,
exceeding assets under management of US$100m with
significantly lower delinquency rates than industry standards.
Scaling our autos transaction business requires higher working
capital than core classifieds, especially in inventories, where we
have invested adequately to support the growth in the business.
We will continue to invest to scale this business line, focusing on
consolidating leadership in the markets we operate.
OLX Brasil, a 50% joint venture with Adevinta, continued its growth.
Our share of revenue increased 73% (27%) given the full-year
consolidation of ZAP results in the current period, to US$76m
(BRL399m) and trading profit increased to US$4m (BRL24m). The
business expanded its autos vertical by digitalising consumer
journeys with a focus on business clients and offering transactional
services such as in-platform financing and insurance and also
rolled out pay-and-ship services across general categories.
Over the past year, in line with our strategy to invest in our core
scalable markets, we successfully divested non-strategic assets
across the group. This includes Aasaanjobs, Tradus, Properati, the
OLX platform in South Africa and autos transaction businesses in
Nigeria, Kenya, and Ghana. These markets were not profitable
with a lack of product-market fit and capacity to disrupt the
industry. As a result, OLX Group is now leaner and focused on
growing operations in our key markets, where we have clear
plans to deliver strong growth and build leading market positions.
The multiple layers of our ecosystems
Pay-and-ship
Wallet
Marketplace
Staffing/
Blue collar
Applicant
tracking tools
Support along
the full journey
Verticalised
experience
Goods
Autos
Consumer-
to-consumer
(C2C) trade
Jobs and
services
Real
estate
Instant cash
Reports on quality
Price suggestions
Financing
Digital journey
CRM services
Source of truth
on RE market
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Classifieds continued
Delivering on our strategy
In FY22, we successfully delivered on our strategy. We executed
two separate but complementary business models – firstly, to
build the next generation of online classifieds and, secondly,
to consolidate and grow our autos transaction business. It was
a breakthrough year on both fronts and, in turn, we accelerated
our growth and delivered revenue and trading profit higher
than expected.
Advancing next-generation classifieds
We are building the next generation of online classifieds, going
deeper into the transaction and providing the full ecosystem of
value-added services to our users. We now offer pay-and-ship on
many products, alongside services such as financing, car history,
pricing estimation, and job application tracking. Our platforms
enable person-to-person or business-to-person trade across
multiple categories, including real estate, cars, household goods,
electronics, fashion, jobs and services.
Our core classifieds businesses outperformed expectations
throughout the year, allowing us to reinvest in robust vertical
propositions, for example, to broaden coverage of pay-and-ship
offerings and increase marketing in jobs and services.
In Europe, in FY21, we strengthened our vertical ecosystems.
This included, in jobs, launching a candidate section with roles
and recommendations and an applicant tracking system; and in
real estate, strengthening content in the primary market through
the acquisition of Obido.
We also scaled pay-and-ship across European markets, including
Poland, Ukraine and Romania, reaching 20.8 million transactions
in December 2021.
Expanding autos transactions
In our autos transaction business, we buy used cars from
individuals and the trade, inspect them virtually (on their
driveways, or in one of our 528 offline inspection centres) and
resell them directly to our consumers at attractive prices, offering
financing, extending guarantees, insurance options, free trials,
and full transparency on the car history and condition.
In FY22, we organised our global autos transaction business
under a unified OLX Autos business unit – to speed up decision-
making and innovation and develop a single technology platform.
Our autos transaction businesses continued to develop well as
we accelerated our plans in our key markets of India, Indonesia,
Turkey and Mexico on the back of a new common online platform,
scalable business processes and improving unit economics. OLX
Autos scaled volumes across key markets, and increased revenue
by 158% (173%).
As planned, a larger share of revenue is coming from
transactions, including the trading margin on cars and transaction
fees from pay-and-ship in Classifieds.
We rolled out our new global scalable tech platform that enables
us to accelerate our development and innovation, and increase
our efficiency across our different markets through one flexible
shared platform.
Within OLX Autos, we successfully pivoted to B2C trading, building
significant supply inventory to fuel demand. We also grew the
financing business in Latin America, with lower-than-expected
default rates.
In Europe, we strengthened our vertical ecosystems. This included,
in autos, launching Otomoto Klik, a fully digital used-car-buying
experience.
57
Making ever-greater use of AI and ML
Throughout FY22, we made strong strides in accelerating and
scaling up the application of AI and ML and, in turn, the use of
data to drive the business forward. We continued the expansion
of our data platform and portfolio of tools, which are used as
the foundation for the majority of our products and business.
We also successfully completed our new ML platform, FrejaML,
which will enable us to accelerate the development and
deployment of ML models and, importantly, to share them
across business units.
In addition, across the various business units, we have put into
production a number of new models on pricing, search and
relevance, trust and safety, and self-inspection of used cars,
with significant measurable impact.
Increasing the pace and impact of innovation
We have updated our process for aligning and collecting metrics,
and are working across the business units to have a strong
understanding of the key business drivers, together with strong
automation of measurement, tracking and reporting. This will
enable faster experimentation, development and innovation
across our product lines. Experimentation has grown over 60%
across the group. In FY22, we ran our first OLX Group hackathon,
which led to several innovation projects being sponsored in each
business unit.
In India, for example, the launch of a pricing engine has offered
a better experience for users, resulting in a 36% increase in the
rate of conversion from prospect to customer.
In Europe, we are innovating to move more deeply into
transactions and offer more for our users. This involves focusing
on trust and safety. Technology helps us keep illegal and
inappropriate content off our platforms. Deep learning algorithms
now review some 8 million images every day, catching and
removing around 68 000 bad listings before they reach buyers.
We are also innovating to provide increasingly personalised
customer experiences, for example, to improve customer
recommendations and search functionalities.
OLX Group
124m
monthly active app users
Present in
>20
core markets
4.1m
paying listers
174m
active listings
1.7m
monthly average pay-and-ship
transactions in Europe
Wide network of
7 000+
dealers for vehicle transactions
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 58
The idea: Green Teams
Each country will have a
self-elected lead (and a
co-lead) who will arrange
a group of green
teammates.
Activate, energise and
charge the way to work on
reducing our climate impact
in the offices!
Within each office, anything
goes! We want your ideas,
knowledge and know-how
to come alive locally.
Create a movement where
your ideas inspire and
activate other countries,
other colleagues and
partners!
Classifieds continued
Focusing on sustainability
Across OLX Group, our sustainability mission is to amplify
conscious consumption and champion the circular economy to
our customers and communities – encouraging everyone to reuse,
refurbish and recycle. As such, in FY22, following a materiality
assessment and under the leadership of a new cross-functional
sustainability steering committee, we focused on three core
sustainability areas: reducing our climate impact, fuelling the
circular economy, and unleashing employee innovation.
Reducing our climate impact
We measure and reduce our direct and indirect contribution to
climate change. In FY22, we became carbon-neutral in our direct
operations, offsetting scope 1 and scope 2 emissions in our
core business.
Fuelling the circular economy
Our secondhand trade platforms make an increasingly positive
contribution to the circular economy. The larger our platforms, the
more items are reused, in turn lowering the need to recycle
discarded items or produce new ones. This helps us attract talent
and consumers and, increasingly, to comply with the needs of
external investors.
In FY22, as in FY21, we measured the impact of our platforms in
eight categories: mobile phones, tablets, laptops, TVs, cars,
motorcycles, books and fashion.
Unleashing employee innovation
To harness the passion, innovation, energy and enthusiasm of our
people for sustainability, we launched the employee sustainability
hackathon – the shackathon. Many great ideas have been
shared, from alternative packaging for pay-and-ship to solar
paneling for auto inspection centres. This in turn generates
employee workstreams with executive sponsors to explore
and address scalable strategic sustainability missions in
our businesses. In addition, we hired our first dedicated full-time
sustainability expert to orchestrate initiatives, coordinate employee
teams and execute programmes.
Subsequent to year-end, we also began educating our employees
on sustainability topics and our role in the circular economy, with
an external global speaker to raise company intelligence and
increase employee engagement on the topic. To further enhance
employee engagement, we now have local Green Teams to help
us with our global sustainability initiatives, but also look for local
initiatives. The Green Teams also measure, identify and find ways
to reduce energy consumption and carbon emissions in our
workplaces.
We will continue to focus on increasing sustainability throughout
our business.
Looking forward
Building on the success of our strategy in FY22, we will increase
our commitment to grow across our new-generation classifieds
ecosystem and our autos transaction business.
Above all, we will look for new and better ways to get closer to
our users and their transactions, so they can carry them out more
quickly, easily and safely. Rather than simply providing a great
place for buyers and sellers to meet, we are actively helping to
facilitate great transactions for buyers and sellers. Whether that is
by offering smart technology to make self-inspecting and selling
a car super easy, or providing attractive financing options to
facilitate such transactions. There are many different ways to
unlock the hidden value in everything, and we aim to explore
them all.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 59
Compelling user behaviour: Given the high-frequency use
patterns and growing importance of convenience in customers’
daily lives, on-demand food delivery aggregators have
demonstrated strong customer retention and engagement metrics.
Hyperlocal operations: Food delivery is an inherently local
business with impact felt locally, which is in line with our
philosophy of partnering with local entrepreneurs that deeply
understand their geographies. The hyperlocal nature makes the
food delivery space slightly less susceptible to the potential fully
fledged entry of big-tech players, compared to the other sizable
verticals such as social networks or travel.
Building a global leader in food delivery
We are building a global leader in on-demand food delivery.
We are present in 57 markets through direct stakes in three
core platforms – iFood, Swiggy and Delivery Hero – plus other
investments such as Oda, Norway’s largest (by GMV) online
grocery business, and Flink, the Berlin-based quick commerce
pioneer. In addition, we invested in Foodics, a major cloud-based
technology and payments platform for restaurants in the MENA
region. We also have indirect investments in Meituan, Delivery
Club, Takeaway, Rappi and Glovo.
In August 2021, we invested a further BRL1bn (US$200m) in Movile,
the owner of iFood, a food delivery business with strong market
presence in Brazil, bringing our stake in iFood to c. 26%.
Looking after the wellbeing of drivers
Our Food Delivery segment continues to guide and support the
wellbeing of the key stakeholders in our ecosystem. The
leadership in the food delivery ecosystem (LIFE) initiative provides
quarterly segment updates, and Prosus group leadership updates,
on driver wellbeing, compensation and non-financial benefits for
our segment companies. Our companies pay significantly above
the local legal minimum wages, and provide benefits beyond pay,
including insurance, educational opportunities and more.
Food Delivery
Improving the way people eat.
Performance highlights
Revenue1
Trading loss1
2021
2022
US$1.5bn
US$3.0bn
-US$355m
-US$724m
The Food Delivery portfolio companies continued to benefit from
economies of scale and delivered strong growth. Total orders
and gross merchandise value (GMV) grew 53% and 60% (59%)
respectively, translating into US$3.0bn or 101% (77%) growth in
revenue.
Given this momentum and the growing importance of convenience
in people’s daily lives, we believe the food delivery opportunity is
broader than originally envisaged. Over the past year, online
grocery delivery has experienced a surge in demand from offline
to online and new business models have unlocked underserved
segments of the market. The segment’s quick commerce
businesses grew orders by 109% and GMV by 254% (207%). Our
Food Delivery portfolio companies have capitalised on these
trends by building grocery delivery businesses on their restaurant
delivery platforms. While restaurant delivery platforms are either
profitable or nearing breakeven, the investment in adjacencies
and growth initiatives has contributed to the increase in the Food
Delivery segment’s trading losses from US$355m in FY21 to
US$724m in FY22. As was the case with the segment’s investment
to expand the market opportunity by investing in 1P delivery in
2018, we believe this investment represents a similar opportunity
to grow the market and our position in it.
The opportunity
We identified food delivery early as an attractive long-term
investment for the group. Four key factors underpinned our
confidence.
Large total addressable market (TAM): Global restaurant
service spend is projected to reach US$3.4tn by 2024 (US$11.5tn
in 20242, including groceries) and food delivery constitutes an
opportunity to address tangible human needs, especially in
emerging economies where food accounts for a relatively high
share of total consumer spending.
Low online penetration with room for growth: We have been
on the cusp of a tech-enabled paradigm shift in dining habits, with
more and more meals being delivered rather than home cooked
or consumed on-site in restaurants. That said, online food delivery
still accounts for only 7.7% of global food-service spending.
1 Presented on an economic-interest basis.
2 Growing from US$9.5tn in 2019 (including restaurant service and grocery).
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Food Delivery continued
iFood
iFood revenues grew 35% (29%) to BRL5.2bn (US$991m), driven
largely by expanded restaurant selection and entry into additional
cities in Brazil. Orders increased 37% to over 750 million and GMV
grew 47% (41%) to BRL39bn (US$7.4bn). At year-end, iFood Brazil
platform hosted 317 000 merchants across 1 780 cities.
During the second half of the year, iFood realised significant gains
in the profitability of its core restaurant food delivery business by
optimising consumer discounts and introducing new revenue
streams. The significant overlap between the customers of
restaurant delivery and grocery delivery, and the operational
synergies across the two businesses make grocery delivery a
natural fit for the iFood ecosystem. iFood’s grocery business has
quickly become an important player in Brazil’s significant grocery
industry, which is estimated to have sales of US$55bn in 2022
according to Euromonitor. iFood’s grocery and dark store model
has already reached 4 million average monthly orders and
BRL380m of GMV in just over a year, and its growth is outpacing
the rest of the market. The restaurant food delivery business
reached breakeven in the second half of the year. For the full year,
iFood generated trading losses of US$206m, including substantial
investments in the grocery delivery business.
Playing an essential part in Brazilians’ everyday lives
iFood wants to play an increasingly essential part in Brazilians’
everyday lives. In order to do this, in FY22, iFood focused on
increasing sustainability and strengthening the iFood ecosystem.
Increasing sustainability
iFood stepped up its sustainability commitment in FY22.
This focused on three key areas – the environment, inclusion,
and education.
Environment
iFood wants to use its presence in Brazil to support the
acceleration to greener economies. iFood is centring its
environmental sustainability strategy on energy and waste
management. iFood is committed to becoming carbon-neutral,
making 50% of its deliveries non-polluting by 2025, and also
ending plastic pollution from its deliveries by 2025.
iFood has been carbon-neutral on its deliveries since July 2021
and has set further goals to reduce, and not just offset, its
emissions. To boost emission-free deliveries, for example, it has
partnered with Tembici to provide electric rental bikes to couriers.
It has also started a pilot for electric motorcycles for longer-
distance deliveries, which includes an innovative battery rental
scheme, so drivers don’t have to invest in the expense of buying
batteries themselves. By the end of FY22, iFood had delivered
37 million zero-emissions orders by bike, e-bikes, electric
motorcycles and drones.
iFood was the first food-tech company in Brazil to sign the UN
Global Compact. The company estimates that Brazil produces
11.1 million tons of disposable plastics annually, including items
such as plates, cups, cutlery, plastic bags and non-recyclable
disposable straws. There is no national or public sector recycling
plan for items such as these, so they end up in a landfill or in the
environment. Given its role in the food ecosystem, iFood believes
it can play a pivotal role in improving Brazil’s waste management.
60
In FY22, iFood committed to the #DeLivreDePlástico initiative,
driven by the United Nations Environment Program (UNEP), to
eliminate plastic pollution from deliveries from the iFood platform
by 2025. To this end, iFood is enabling the ‘no cutlery, straws, or
napkins’ option in the app, as well as encouraging restaurants
not to send these items by default (only when requested). iFood
has a restaurant participation target of 90% by December 2023.
Moreover, it aims to ship 80% of orders without these disposable
items by 2025.
Inclusion
The iFood ecosystem includes a diverse group of millions of
people across Brazil – restaurant owners, delivery partners
and consumers. iFood is committed to ensuring its employees
are representative of the community it serves across Brazil.
By 2023, iFood aims to increase the number of women in
leadership positions to 50%; increase the number of women
in senior leadership positions to 35%; increase the number of
management positions held by black people to 30%; and have
40% of employees overall represented by black people.
Education
iFood is actively investing in the local communities it serves
beyond providing direct economic opportunities from its food
delivery business. Within education, iFood is setting a goal
to provide training and employment opportunities for 25 000
low-income individuals. It also wants to use technology to
help train more than 5 million additional Brazilians by reskilling,
upskilling and fostering entrepreneurship to help them find
better employment. And finally, iFood is also utilising technology
platforms to help foster science, technology, engineering and
maths (STEM) skills among 5 million students across Brazil.
In addition to these initiatives, iFood is committed to helping
people and organisations across the country that its consumers
are passionate about. Through the iFood app, users can choose
to donate to seven partner NGOs. With over 15 million people
across Brazil using the iFood app, this is a very powerful, yet
simple, way to make a positive difference. By the end of FY22,
800 000 users had donated over US$4m to these seven NGOs.
iFood
Around
1 780
Brazilian cities covered
Around
70m
orders in March 2022, including
restaurant and grocery
36%
own-delivery orders
>317 000
merchant partners
iFood order growth:
37%
1P (logistics) business orders
in March 2022:
26m
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Food Delivery continued
Finally, as a food platform, iFood is committed to fighting hunger
across Brazil. iFood has developed the ‘all at the table’ initiative,
partnering with other companies such as Coca-Cola Brazil and
Unilever to donate food to individuals directly and through
organisations, including Sefras, CUFA and InCor.
Strengthening the iFood ecosystem
iFood continued to expand its ecosystem through FY22 in a
number of different ways, including scaling its grocery delivery
business to become a leader in Brazil, and launching and scaling
the quick commerce business. By year-end, iFood Brazil had
delivered 42 million grocery orders from over 29 000 stores across
1 780 cities, representing order growth of 220% year on year. In
addition, iFood introduced new products in financial services,
including meal vouchers and credit for restaurant partners.
Swiggy
Swiggy has seen a full recovery from the impact of the pandemic
by focusing its efforts on reactivating users, increasing monthly
frequency, and returning user conversion to pre-Covid-19 levels.
This strategy paid off as Swiggy has more than 195 000 active
restaurants on its platform (+110% of pre-Covid-19 level); achieved
55% growth in daily orders; and 76% growth in GMV to US$2.3bn.
Our share of Swiggy’s revenue was US$212m (FY21: US$135m), up
57% (68%) from the prior year3 driven by higher average order
values compared with pre-pandemic periods and higher revenues
from delivery fees and advertising sales. Swiggy also focused on
expanding its quick commerce Instamart business, which
performed well, increasing daily orders 10 times year on year. This
resulted in accelerated growth in the groceries vertical coupled
with continuous growth in the restaurant food delivery business
vertical.
Swiggy currently delivers food, groceries and meat, and runs its
concierge service (Genie) using its network of around 300 000
delivery riders.
iFood, Swiggy and Delivery Hero – our core food delivery
businesses are leading businesses in their respective regions
and have plenty of room to grow further, both in scale and in
the breadth and depth of their ecosystems. In addition, we have
promising additional investments in Flink, Oda and Foodics.
We will continue to invest organically to both improve the
core food delivery offering but also to expand the overall
opportunity set by building out scaled capabilities in quick
commerce and grocery, and additional adjacencies in the
food delivery ecosystem.
61
Delivery Hero4
Delivery Hero continued to deliver strong growth, accelerating
both organic investment in quick commerce and by pursuing
M&A opportunities. For the year to 31 December 2021, Delivery
Hero reported order growth of 57% and GMV growth of 62%
to €35.4bn.
Our share of Delivery Hero’s revenues and trading losses was
US$1.8bn and US$343m respectively.
By the end of March 2022, Delivery Hero operated over 1 122
Dmarts (small Delivery Hero-owned warehouses in strategically
relevant locations for quick commerce delivery), catering to
evolving customer needs with an increased focus on convenience
and speed of delivery.
Looking forward
iFood, Swiggy and Delivery Hero – our core food delivery
businesses are leading businesses in their respective regions
and have plenty of room to grow further, both in scale and in the
breadth and depth of their ecosystems. In addition, we have
promising additional investments in Flink, Oda and Foodics.
We will continue to invest organically to not only improve the core
food delivery offering but also to expand the overall opportunity
set by building out scaled capabilities in quick commerce and
grocery, and additional adjacencies in the food delivery
ecosystem.
Looking forward, we will play an ever-increasing part in leading
the food delivery revolution for consumers, restaurants and
delivery partners around the world.
Food Delivery
Delivery Hero
US$7.5bn
invested in food delivery
Swiggy has also continuously grown its users in the past year,
along with subscription programme innovations across categories,
such as Swiggy One (formerly ‘Super’ which catered to food
delivery only), with focused investments in infrastructure, product
and technology. Swiggy currently delivers food, groceries and
meat, and runs its concierge service (Genie) using its network of
around 300 000 delivery riders.
Swiggy
Around
550
cities covered
We believe Swiggy is well funded to capitalise on recent
momentum and well positioned to improve its platform’s
competitiveness by investing in product and technology,
and reinforcing its artificial intelligence capabilities.
3 All metrics aligned to December 2021, reporting basis three-month lag.
4 Delivery Hero numbers included are on a pro forma basis, which consolidated
Woowa group and excluded DHK from 1 January 2021. Historical data has been
adjusted accordingly.
~300 000
own-delivery partners
>195 000
restaurant partners
>97%
own-delivery orders
Present in
49
markets
1.3m
restaurant partners and
local stores
1 122
Dmarts at 31 March 2022
>49%
own-delivery orders for 2021
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 62
In our credit business, following deliberate conservative issuances
in the first half of the year, India has witnessed a strong recovery
as we picked up momentum in personal loan dispersals in the
second half of this financial year. With a preapproved base of
62 million users and over 46 000 active merchant base,
transactional credit continued to see good traction and, post-
Covid-19 loan cohorts are resilient and performing well, while
collections have maintained a strong trend across all credit
products. Our new initiatives to ramp up personal loans such as
Xpress loans (cross-sell to buy-now-pay-later users) have also
seen good traction and are expected to further drive loan
disbursals and enhance revenue.
In December 2021, we launched the first version of LazyCard
(Indian credit card offering) as part of our consumer banking
strategy. With over 320 000 users onboarded in just three months,
LazyCard is seeing strong traction in the market. Our consumer
banking initiative is mainly targeted towards serving the Indian
mass market through innovative financial products focusing on
saving and spending for young tech-savvy consumers. We
continue to leverage our existing base of LazyPay users to further
scale the cards business.
Total loan disbursals in India credit and LazyCard for the year
totalled US$586m, representing growth of 337% (338%) and
reporting a loan book of US$151m at the end of the year.
Revenue is recognised over the term of these loans, however, we
are required to expense the expected loss rate upfront, resulting
in elevated losses at present as we are at the start of the journey
to scale the credit business.
The investment portfolio of our Payments and Fintech segment
continues to perform well. In September 2021, Remitly raised
US$300m from its public listing on Nasdaq Stock Market. Remitly
will utilise this fund to accelerate growth through innovation and
further expansion into digital banking. Remitly reported a send
volume of US$20bn, representing 70% growth for its financial year
ended 31 December 2021.
Payments and Fintech
Building the ecosystem for a world without
financial borders where everyone can prosper.
Performance highlights
Revenue1
Trading loss1
2021
2022
US$577m
-US$68m
US$796m
-US$60m
The Payments and Fintech segment continued to benefit from the
shift to digital payments. Revenue grew 38% (45%) to US$796m
driven by strong performance in the India payment business and
a strong recovery in the credit business. The segment’s overall
trading loss margin improved to negative 8% as trading losses
reduced from US$68m in the prior year to US$60m, on account
of increased profitability of core payment service provider (PSP)
business, partially offset by investments in credit and new
initiatives such as consumer banking in India. The core PSP
business reported revenue of US$643m, up 29% (37%) and a
trading profit of US$28m, reflecting a 2 percentage point
improvement in margin over last year. Total payments volume
(TPV) reached US$78.5bn, up 43% (47%) over the prior period as
faster digitisation across markets continue to benefit PayU. This
was supported by a 36% increase in the number of transactions.
India, our largest market, grew TPV 65% (66%) to US$43.8bn,
representing a compounded annual growth rate (CAGR) of 50%
(54%) over the past two years. This translated into revenue growth
of 48% (49%) to US$304m driven by diversification of our merchant
portfolio into segments such as financial services, ecommerce
and bill payments, which compensated for lower volumes from
categories impacted by Covid-19. As markets have opened up,
travel and hospitality sectors have seen some recovery in India.
The contribution of revenue from new segments such as
omnichannel, Bharat Bill Payment System, Wibmo, data science
and new products such as Affordability, Merchant Cash Advance,
and Multi-currency has increased from 20% in the prior period to
29% in this financial year, demonstrating our continued focus on
diversification of business.
Our global payments operations (GPO) business has
maintained its growth trajectory with TPV growing 22% (30%)
to US$34.7bn for the year, supported by a 28% increase in the
number of transactions. GPO reported a revenue of US$341m,
up 16% (29%) from the prior period. GPO has also witnessed
strong growth in payment volumes from ecommerce, financial
services and over-the-top (OTT) entertainment platforms to
compensate for lower volumes from categories impacted by
Covid-19. Travel in most GPO markets is gradually recovering
as economies stabilise and borders re-open. Turkey, which
constituted 17% of GPO’s revenue, continued to see strong
momentum and grew revenue 73%.
1 Presented on an economic-interest basis.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Payments and Fintech continued
The opportunity
Payments and Fintech is one of the fastest-growing segments
worldwide, accelerated by the pandemic-fuelled move online.
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 high-growth markets. In addition, online payments are
expected to increase at double the rate of offline payments.
We see five key trends in payments and fintech, which all play
to our strengths:
• Scale continues to drive consolidation at a global level.
• Open-banking trend continues to accelerate.
• BNPL is an increasingly key credit category.
• The India fintech landscape continues to grow in scale and
breadth of services.
• Cryptocurrencies are going mainstream.
Strategic priorities
To capitalise on these trends, we have set three strategic priorities:
• Continue to grow our core payments business.
• Accelerate our credit business in India.
• Build a financial ecosystem and invest across fintech adjacencies
and AI.
Advancing on three fronts
In FY22, in line with our strategy, our Payments and Fintech
segment advanced on three fronts: our core payments business,
our credit business, and our fintech ecosystem investments.
Continuing to grow our core payments business
Our core payments business, PayU, consolidated its premier position
as a payments company for merchants in high-growth markets,
including India, Poland, Turkey and Colombia. The move to digital
payments as a result of Covid-19 has clearly helped, but PayU’s
strong growth reflects substantial focused investment in the business
in recent years. In FY22, we have processed more than US$75bn
in total payments volume, an increase of 47% over last year.
63
The acquisition, subject to pending regulatory approvals, of
BillDesk, one of the leading payment businesses in India, for
US$4.7bn, marks a major step forward in this growth story. PayU
and BillDesk are complementary businesses, where PayU is a
preferred payment service provider (PSP) for ecommerce, while
BillDesk is a leader in bill payments. Together, they have the
potential to create a fintech ecosystem and provide solutions for
the changing payment needs of digital consumers. It reinforces
PayU’s ambition to be a leading payment solutions brand for
merchants in high-growth markets.
India remains a highly attractive strategic market for PayU.
The Reserve Bank of India reports 44 billion digital transactions
processed in 2020 and forecasts 200 million new users expected
to adopt digital payments over the next three years, with average
annual transactions per capita rising tenfold.
Outside India, our core payments business maintained its growth.
With the acquisition of Iyzico in 2020, Turkey is now the third-
largest revenue contributor to the core payments business and
one of the fastest-growing markets.
Accelerating our credit business
We have been investing in building our credit business, LazyPay,
for the past three years.
We are using our data, AI and ML models, and our relationships
with merchants to provide easy, convenient, and responsible
credit services to underserved consumers in India. We are there
for a new generation of consumers who are open to the tech-
enabled credit services we can indeed provide. In many cases,
these consumers have not been able to access credit before we
made it available to them. This, in turn, supports the government’s
Digital India agenda to accelerate the adoption of digital
products across the country.
Scaling our credit business and building our ecosystem
Consolidation of payments
and laying credit foundation
(FY19–20)
Restructuring and
repositioning payments
(FY17–18)
Laying the groundwork
• Repositioning and scaling in India:
Merchant payments focus (no to
wallet), Citrus acquisition
• Global payments operator
restructuring (South Africa and Poland)
M&A to accelerate scale
and build credit
• Payments: Local consolidation (lyzico),
geographic expansion (Red Dot),
and vertical integration (Wibmo)
• Credit: Preparing for the scale-up:
Secured India non-banking financial
company licence, acquisition of
PaySense and consolidated PaySense
with LazyPay
Digital bank and
ecosystem builder
(FY21–22)
Bringing together
all building blocks
• Doubling down and scaling
India payments
• Scale up India credit business
• Build digital banking in India
• Build fintech ecosystem
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Payments and Fintech continued
Amid the second wave of Covid-19 in India at the start of FY22,
we took a conservative approach to disbursing credit to manage
risks. But the fundamentals are strong and, looking at FY22 overall,
our credit business accelerated. By the end of the year, there were
some 850 000 monthly active users, adding an average of some
150 000 users per month. LazyPay is becoming an increasingly
popular brand with consumers across India. LazyPay is now active
with 45 000 merchants.
During the year, we increased the range of LazyPay products –
from the original BNPL service to checkout finance, and express
personal loans and others. In December 2021, we also launched
a card solution for Indian consumers called LazyCard. Within three
months, the business issued over 300 000 cards, taking the first
step in forming a digital-banking solution in India. Our consumer-
banking initiative is mainly targeted towards serving the Indian
mass market through innovative financial products focusing
on saving and spending for young tech-savvy consumers.
We continue to leverage our existing base of LazyPay users
to further scale the cards business.
Investing to strengthen our fintech ecosystem
While over 70% of our capital investment has been in our
core business of payments and credit, we continue to invest
strategically in other fast-growing fintech segments and AI-driven
innovative companies.
We look for leaders in their spaces that fit well with our
strategy. For example, we have invested in Fisdom and
Dot, two prominent companies respectively in the wealth
management and omnichannel spaces in India. We aim to
build a common distribution and data platform to strengthen
our access to alternative data sources and develop new
products that are not just transactional, for example credit scores.
In addition, we will invest in AI-led companies with unique data
access and capabilities.
Remittances pioneer Remitly has been one of our key fintech
investments. In September 2021, Remitly Inc.’s shares listed on the
Nasdaq Stock Market, raising US$300m. Remitly aims to make the
most of sharp growth in revenues and funding from its initial public
offering (IPO) to accelerate growth through innovation and further
expand into digital banking. Remitly reported a send volume of
US$20bn, representing 70% growth for its financial year ended
31 December 2021.
Over the years, we were pleased to offer strategic guidance
on Remitly’s path to growth.
Removing financial borders and enabling broader access
As a leader in payments and fintech in high-growth markets
and one of the world’s top investors in this space, we contribute
to a more inclusive future of finance. We build customer-centric
products and services that enable sustainable prosperity in
our markets and communities and broaden access to finance.
We strive to equip merchants and their customers with the latest
payments solutions. In FY22, for example, we invested in CELO,
a global payments infrastructure that makes financial tools
accessible to anyone with a mobile phone, to integrate stable
coin offerings for our clients and partners.
Using data, AI and ML in the right way
We are committed to using data, AI and ML in a responsible
and ethical way. As such, PayU has instituted targeted model
governance and responsible AI frameworks. The framework
was included in the Prosus audit plan for FY22 with encouraging
results and opportunities to further enhance existing strengths.
64
PayU’s global personal data governance policy focuses
on accountability and the responsible use of personal data.
In FY22, PayU carried out global training and awareness-raising,
including a global privacy survey. PayU also launched its privacy
technologist training for employees across the group.
The privacy team worked with security, product and engineering
to create PayU’s privacy and security-by-design policy and toolkit.
These will be used to embed robust privacy and security
requirements throughout the business. The team also developed
a benchmarking and privacy control engine and worked closely
with the Wibmo team to obtain the ISO 27001 and 27701 (privacy)
certifications.
Enhancing resilience and security
We are committed to ensuring the resilience and security of
our Payments and Fintech platforms and business applications.
This is a top priority – essential for maintaining the trust of
all stakeholders.
Throughout FY22, PayU focused on enhancing security awareness
among employees, including training and support related to
working from home.
Given the fast-evolving threats, PayU continues to strengthen its
security capabilities, including increased use of AI, automation
and advanced endpoint detection and response.
Having an ever-more positive impact on the environment
Our core business model enables the transition to a lower-carbon
financial services infrastructure. We extend this environmental
action to our own operations by measuring and managing our
carbon emissions and defining a clear emissions reduction
pathway for ourselves.
In FY22, we implemented carbon accounting practices, setting
the basis for our carbon reduction strategy. Overall, the carbon
footprint of our own operations is relatively small, given our
fintech business model. The most important categories are
data and cloud services as well as business travel (both value
chain-related, ie scope 3).
Based on our reduction pathway, we offset the remaining
emissions. We are scope 1, 2 and 3 carbon-neutral for FY22.
PayU aims to become carbon net positive. As a further step in
this direction, we will set science-based net-zero targets to be
implemented and achieved over three years and submit this
to the SBTi.
>2bn
transactions (excluding Wibmo)
+40m
loan transactions in FY22
PayU
PayU operates in
20
high-growth markets, five of which
are in the top-10 growing markets
>US$78bn
processed payment volume,
up 47% year on year (in local
currency, excluding M&A), 56%
contributed by India
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Payments and Fintech continued
Championing diversity and inclusion
Led by its diversity and inclusion council, PayU champions
this issue across the company to make it part of the culture.
There is diversity and inclusion accountability at all levels in the
organisation, and all PayU people managers committed to
related goals in FY22. PayU also launched a diversity and
inclusion chatbot ‘June’ to help create awareness and educate
all PayUneers on a variety of diversity and inclusion topics.
In recent years, PayU has focused on hiring and developing
female talent. Initiatives include launching Return.Reset.Reimagine,
a programme to bring women back into the workforce in India;
the Women in Tech career fair partnership to attract more
female talent; mentoring programmes focused on career growth
for female talent in India and EMEA; and launching a female
leadership programme with training partner BeNext. In Turkey,
PayU launched the Iyzico women entrepreneurship support
programme with more than 70 applicants.
65
In FY22, PayU expanded beyond gender with a focus on
LGBTQIA+ and disability inclusion. Key LGBTQIA+ initiatives
included global pride month celebrations; LGBTQIA+ sensitisation
and allyship training for all employees; and panel discussions and
talks by external speakers. PayU also undertook many initiatives
focused on disability, for example completing an accessibility
audit of our offices and LazyPay app in India.
Focusing on wellness
In 2020, PayU launched the Uthrive wellness programme for its
people. The work continued in FY22, with various wellbeing
initiatives globally ranging from wellness Wednesdays to sessions
on motivation, meditation and more. PayU periodically monitors
the effectiveness of the initiatives, and held two surveys in FY22,
which have informed targeted improvements.
Making a difference in society
We are committed to the societies we operate in. We leverage
our entrepreneurial DNA to partner with start-up initiatives
that enable sustainable digital and financial inclusion. In FY22,
we further developed our social impact strategy and worked
on identifying the best structure for implementation and
achieving objectives.
In India, Prosus, PayU and OLX have partnered with GiveIndia
to help families and communities through the pandemic. In just
days, we implemented a fundraising product and payment links,
with domestic and international card acceptance.
PayU India also created the Covid-19 warriors volunteering
platform for employees and the broader community. Over
130 volunteers signed up in FY22 to become, for example,
logistics warriors, community warriors and wellbeing warriors.
Looking forward
We will continue to scale and extend our payments and fintech
ecosystem across core payments, credit and complementary
areas of investment. And we will look to build on our success
to be an important presence in India and in our other high-
growth markets.
Sustainability is a core part of this journey and becomes a key
element of our positioning as a leader in fintech in high-growth
markets. FY22 was an important year to further strengthen some
of our foundations, including building our carbon accounting
capabilities as a basis for subsequent strategy development.
For FY23 and beyond, we are defining ambitious targets seeking
a net positive impact in everything we do or influence on all
ESG dimensions. To underpin this ambition, we aim to become
a certified B-Corp as one of the first fintech companies in
our markets.
The future for Payments and Fintech is to become ever-more
empowering, inclusive and sustainable, to build a world
without financial borders where everybody can prosper.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Edtech
Transforming the way people learn,
through technology.
Performance highlights
Revenue1
Trading loss1
2021
2022
US$115m
US$425m
-US$14m
-US$117m
From April 2021, Edtech became our newest core segment,
graduating from our Ventures arm.
Edtech grew revenue by 270% (55%) to US$425m. Following M&A,
most notably the acquisition of a controlling stake in Stack
Overflow and M&A within the BYJU’S group, trading losses
increased to US$117m from US$14m in the prior year.
Education remains a significant and high-potential sector with
compelling secular tailwinds such as population growth in
emerging markets, improving education levels worldwide and
workforce reskilling and upskilling on the back of digital economy
transformation trends.
Investing early in the edtech opportunity
Through Ventures, we have been investing in edtech businesses
since 2016, including Brainly, Codecademy and Udemy. As early
investors in the sector, we believed in the potential of edtech to
deliver improvements in accessibility, personalisation, impact and
enjoyment. Not everybody learns at the same pace 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.
Continuing to grow and transform
From the start, our Edtech investments performed well, growing
year after year. Covid-19 accelerated growth exponentially.
The massive increase in working and studying from home
that came with the pandemic was an accelerator, with people
turning to online learning like never before. The pandemic
has revealed an even greater societal need for technology
innovation and a higher willingness to pay for tech-enabled
education. The education sector will be a US$7.3tn global
opportunity by 2025 and we see a lot of room for further growth
with the transformation of the sector with technology. The global
edtech market is now forecast to grow at 16% per year to reach
approximately US$404bn by 2025.
Taking a big step forward
FY22 saw us taking a big step forward – investing more in edtech
in that year than we had in all previous years put together. This
included two major acquisitions: Stack Overflow and GoodHabitz.
To date, we have invested over US$3.8bn in 12 businesses to
become one of the leading edtech investors globally.
1 Presented on an economic-interest basis.
66
Within edtech, we have built a significant presence in enterprise
education, with a focus on the future of workplace learning.
We reach 90% of the Fortune 100 companies across our
enterprise learning companies, including Stack Overflow, Skillsoft,
GoodHabitz, Udemy, Platzi, EduMe and Codecademy. People
look for lifelong learning and their job satisfaction depends on
the skills, experiences and knowledge they gain. So, workplace
learning is growing in importance and value, with revenue
opportunities to match. Global corporate e-learning spend is
estimated at US$22bn and is forecast to increase to US$28bn
by 2025.
In addition, we have built a strong presence in K–12 (kindergarten
to grade 12), with Brainly now reaching 300 million+ users a
month, GoStudent serving customers in 23 countries, and BYJU’S
quickly expanding from India into the West. We want to be part
of the foundational edtech of future generations.
Focusing on workplace learning
Stack Overflow
Since acquisition in August 2021 for US$1.7bn, Stack Overflow has
grown total bookings by 62% year on year, excluding the legacy
talent business which was discontinued ahead of the acquisition.
Stack Overflow, one of the 50 most popular websites in the world,
has built a global, highly engaged developer and technologist
community over the past 13 years and now serves more than
100 million people across the world every month.
Since acquisition, the business has contributed revenue and
trading losses of US$54m and US$34m respectively, driven by
growth in Stack Overflow for Teams which enables organisations
to build their own communities on top of the open platform. By
March 2022, Stack Overflow had more than 1 000 paying teams,
generating an annual recurring revenue (ARR) of US$42m, and
representing growth of 61% compared with the prior period.
Trading losses for the year increased, reflecting increased
investment in engineering and product development initiatives,
sales headcount and marketing programme expenses and
general and administrative costs associated with growing
the business.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Edtech continued
Skillsoft
During the year, we concluded a US$500m investment for 38% of
Skillsoft, a global leader in digital workplace learning. Skillsoft is
listed on the New York Stock Exchange on 11 June 2021 (SKIL.N)
and was a rare Edtech investment opportunity that combined
scale and profitability.
For the year to 31 January 2022, Skillsoft grew bookings by 7%,
meaningfully above original guidance, returning the company to
a revenue positive growth of 1%. Skillsoft’s client base is centred
on large, blue-chip enterprises, representing over 75% of Fortune
1000 companies and its services are used by almost 90 million
learners globally across 160 countries. Prosus started equity-
accounting Skillsoft results from 1 October 2021, given a three-
month lag period for reporting financial information. Accordingly,
six months of equity-accounted results for Skillsoft are included in
the current financial year. In April 2022, Skillsoft acquired
Codecademy, which was an investment within Prosus’s Edtech
portfolio, to accelerate growth for both companies and strengthen
technology and product development to drive incremental topline
growth and value creation.
More information on Skillsoft is available at
https://investor.skillsoft.com.
GoodHabitz
In June 2021, we invested US$258m for a 62% interest in
GoodHabitz, a fast-growing European provider of online
training for corporates and small and medium-sized enterprises.
GoodHabitz offers over 1 100 courses in 12 different languages
to nearly 2 260 enterprise customers. GoodHabitz continues to
expand beyond its home market of the Netherlands, and is now
operational in 12 other European countries.
For the year, GoodHabitz contributed revenue of US$29m and a
trading loss of US$6m to segment results, reflecting the business’s
investment to scale. GoodHabitz is focusing on strengthening the
European position via existing and new countries. Furthermore,
there are investments in new countries outside Europe, focusing on
Latin America, India and Indonesia. Finally, GoodHabitz is heavily
investing in add-ons in the current course library, in new product
market combinations and up- and cross-sell possibilities via the
introduction of new and additional online services.
Udemy
We first invested in Udemy in 2016. Udemy is a global education
marketplace for lifelong learners that gives over 52 million
learners access to more than 196 000 courses in 75 languages.
Udemy listed on the Nasdaq Stock Market (UDMY) in October
2021. The platform offers courses that can be accessed through
the direct-to-consumer or Udemy Business offering, which has
over 11 600 enterprise customers at 31 December 2021.
For its year ended 31 December 2021, Udemy reported strong
revenue growth of 20% to US$516m with consumer revenue
totalling US$329m, up 1% and Udemy Business revenue reaching
US$187m, up 81% compared with the prior year. Our share of
Udemy’s revenue was US$70m and a trading loss of US$5m.
More information on Udemy is available at
https://investors.udemy.com.
67
Key Edtech investments
90m+
learners across the world
470+
programmes in partnership with
68 universities
11 600
enterprise customers in Q1 2022
300m+
students, parents and teachers
from across the world
Codecademy
Codecademy is one of the foremost online interactive platforms
for coding education that has taught over 40 million people
globally to code. We have invested US$40m in Codecademy
since 2016. Codecademy was acquired by Skillsoft in April 2022
and 100% of our Codecademy shares were rolled into Skillsoft.
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 470 programmes in partnership
with 68 universities to a global audience covering the US, Latin
America, Asia, the MENA region and Europe. We invested
US$197m in Eruditus since October 2020. Our current stake is 13%.
Platzi
Platzi is a coding platform in Spanish and Portuguese that offers
training in tech skills, interpersonal skills and language training,
and hosts a vibrant community where learners network with peers
who help them land their next job or build a business with their
new skills. Platzi has produced a content library of over 1 000
courses ranging from coding, web design and marketing, to
English. We invested US$50m in Platzi in late 2021 and our
current stake is 19%.
eduMe
eduMe is a mobile-based training platform for the deskless
workforce, used by modern companies in more than 60 countries
worldwide. By providing their workforce with seamless access
to relevant knowledge, eduMe’s customers are enabling their
people to achieve Workforce Success. eduMe is headquartered
in London, UK, with offices in Palo Alto and Santa Monica, USA.
We invested US$12m in eduMe and our current stake is 13%.
SoloLearn
SoloLearn is the world’s largest online learning platform where
over 50 million coders learn, create and share programming
content with their peers. We have invested US$8m since 2018.
Our current stake is 19%.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Edtech continued
Focusing on K–12
Brainly
Brainly is one of the world’s leading social-learning platforms,
serving more than 300 million students, parents and teachers from
all across the world. 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. We first invested in
Brainly in April 2016 and, to date, we have invested US$77m with
a current stake of 42%.
GoStudent
GoStudent is one of the leading online tutoring providers in
the world. Founded in 2016, GoStudent is currently serving
customers in 23 countries, providing paid, one-on-one, video-
based tutoring to primary, secondary and college-aged
students in 30+ subjects. In March 2022, we invested US$226m
in GoStudent for an 8% stake.
BYJU’S
BYJU’S is a leader in personalised learning programmes for
students in India. The country’s most valuable start-up continues its
rapid growth in building global operations. It targets students in
grades K–12 and those taking competitive exams such as GMAT.
During the year, BYJU’S expanded its offering beyond K–12 with
over US$2.5bn in acquisitions in India and abroad. These include
Aakash Network, one of the largest coaching institutes for high
school students; US-based Epic, an online reading platform for
68
children; a kids’ coding platform called Tynker; Great Learning,
one of India’s leading edtech companies for professional and
higher education; Toppr, an after-school learning app that
provides learning courses and entrance-exam tutoring; and online
test-preparation platform, BYJU’S Exam Prep (formerly Gradeup).
BYJU’S revenue grew by almost 90%, mainly off the back of these
acquisitions and from enhanced offerings such as BYJU’S
FutureSchool, which offers one-on-one learning for coding and
maths for kids.
We have invested US$536m in BYJU’S since 2018 and hold a
10% stake.
Looking forward
We will continue to play an active role in helping our portfolio
businesses to grow and innovate so that more people around the
world can enjoy the benefits of tech-enabled learning. We will
also look for additional opportunities to expand and strengthen
our Edtech segment.
In Edtech, as in all our core segments, we are interested in real
improvement for people’s everyday lives, long-term impact, and
sustainable value creation – fundamentally changing the world
of learning for the better.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Etail – eMAG
Building a leading ecommerce ecosystem for
customers across Central and Eastern Europe.
Performance highlights
Revenue1
Trading profit/(loss)1
2021
2022
US$2.2bn
US$80m
US$2.3bn
-US$34m
In the face of a strong offline recovery and global supply chain
disruption, both GMV and revenue for eMAG, our leading
ecommerce platform in Central and Eastern Europe, maintained
scale and grew 3%, representing revenue of US$2.3bn. Successful
initiatives such as eMAG’s Genius loyalty subscription programme
and Easybox lockers improved the overall customer experience
and contributed to the growth. Genius subscriptions topped 335
000 from just 201 000 at September 2021 and now account for
nearly one third of eMAG’s sales in Romania. The business also
deployed around an additional 1 500 Easybox lockers, totalling
around 2 500 by March 2022 in Romania.
eMAG’s core etail business delivered a trading profit of US$17m
for the period. eMAG is taking advantage of its scale and
momentum and investing to build the largest and fastest delivery
network and to expand into online food and grocery delivery with
its new verticals Tazz and Freshful.
Tazz, eMAG’s food delivery service, is scaling fast and has quickly
become one of the top players in the highly competitive Romanian
market, growing orders fourfold compared with a year ago. The
business has made significant investments to build its brand and
customer base and is now focused on expanding to new cities
and integrating into eMAG’s Genius programme.
eMAG also launched Freshful to serve the under-penetrated
and high-growth online grocery sector as a natural extension
of eMAG’s core etail business. By leveraging eMAG’s brand,
purchasing scale and delivery capabilities, Freshful is well
positioned to delight customers and become a leader in
the grocery space.
Given the additional investment, overall, eMAG reported a
trading loss of US$34m for the year.
The opportunity
The etail opportunity across Central and Eastern Europe is
substantial. The pandemic boosted previous low levels of etailing,
spurring growth across the region. Pre-pandemic ecommerce
penetration in Romania was just 7% compared with 15% in the
US and 26% in China. Rates in Hungary (5%) and Bulgaria (3%)
were even lower. The ecommerce sector is expected to grow
by 7% annually in Romania, 16% in Bulgaria and 2% in Hungary.
Succeeding in Central and Eastern Europe
eMAG is dedicated to becoming Central and Eastern Europe’s
one-stop ecommerce platform. The group operates a structured
first-party/third-party (1P/3P) business-to-consumer (B2C)
ecommerce platform in Romania, Hungary and Bulgaria under
1 Presented on an economic-interest basis.
69
the eMAG brand, as well as the fashion-shopping destination in
Romania under the Fashion Days brand. In addition, the company
operates Sameday (courier delivery services); Tazz (on-demand
food and multi-vertical delivery); Freshful (specialises in fresh food
delivery); PC Garage (specialised online retailer focused on
gamers); Depanero (repair service); and Conversion Marketing
(performance marketing).
Giving customers the best etail experience
To fulfil its mission of giving customers the best etail experience,
eMAG focuses on four key pillars: delivering convenience, helping
customers make the right decisions, delivering on its promise,
and making the difference in society and engaging customers
on this journey.
Increasing consumer engagement
In addition, eMAG grew customer engagement. The biggest
business, eMAG Romania, increased orders 14% year on year.
Therefore, while purchases of some high-priced items were lower
than expected, there was a material increase in engagement on
the platform overall. This is a key positive long-term trend for
eMAG, given its commitment to play an ever-bigger role as a
one-stop ecommerce shop for people’s everyday needs across
Central and Eastern Europe.
In addition, Genius, eMAG’s premium subscription service for
customers, delivered well, meeting its targets for the year of
achieving 335 000 subscriptions from just 201 000 at September
2021. Genius subscribers double their business with eMAG after they
join and also buy more broadly. This again fits well with eMAG’s
long-term ambitions. eMAG aims to build on the strength of Genius
with a loyalty system that spans across all their platforms.
Sameday
eMAG continued to build its Sameday courier business, which
aims for a 99% on-time delivery rate. During the year, Sameday
grew 40%, meeting increased demand for deliveries from eMAG
and other businesses in Romania and Hungary. Sameday has
grown rapidly to consolidate its important presence in Romania,
and aims to improve this further.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Etail – eMAG continued
70
Fulfilling orders for third-party partners
The company continues to invest in and grow its Fulfilment by
eMAG programme, where it manages delivery logistics for 3P
partners. This enables eMAG to ensure delivery quality for
customers and deepen relationships with merchants.
Expanding the Easybox network
Sameday’s automated Easybox lockers remain popular – 65% of
Genius orders are delivered via Easybox, for example. They give
customers 24/7 service, pick-up flexibility and over 99% on-time
delivery rates. Moreover, they are cost-effective to operate and
more environmentally friendly as they reduce the need to deliver
to multiple individual addresses.
Sameday continued to expand the Easybox network in Romania,
from 1 000 to 2 500 lockers by the end of FY22. The Easybox
network in Hungary grew to 450 lockers.
Key strategic initiatives
1
eMAG Genius
Loyalty programme
2
eMAG Easybox
Automated lockers
3
Sameday
Inhouse courier service
4
Fulfilled by eMAG
Fulfilment for 3P merchants
The Easybox service has also been enhanced. Customers can, for
example, return items when they like via the lockers. 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.
5
Tazz by eMAG
Food and
multi-vertical delivery
6
Fintech solutions
Consumer credit solutions
In addition, the 2 000th locker was given its own solar panels –
making the service even more environmentally friendly. The plan
is to roll out more lockers powered by the sun.
Going from strength to strength in food delivery
Tazz, eMAG’s food delivery service, is scaling fast and has quickly
become one of the top players in the highly competitive Romanian
market, growing orders four times compared with a year ago.
The business has made significant investments to build its brand
and customer base and is now focused on expanding to new
cities and integrating into eMAG’s Genius programme. eMAG
has plans to grow and extend this service further in FY23.
Launching Freshful by eMAG
In October 2021, eMAG launched its e-grocery business, Freshful,
to serve the under-penetrated and high-growth online grocery
sector as a natural extension of eMAG’s core etail business. It
offers a comprehensive range of 20 000 items, with a focus on
local produce for fresh food. Unlike alternatives in the market, it
combines a dedicated warehouse with a refrigerated delivery
fleet so that customers can be sure of getting exactly what they
want, quickly and conveniently. The business scaled fast to 33 000
orders per month by year-end. Reflecting the range and quality of
groceries on offer and the reliable ordering and delivery service,
customer satisfaction is high for this new eMAG service. Available
initially in Bucharest, the plan is to expand Freshful city by city.
By leveraging eMAG’s brand, purchasing scale and delivery
capabilities, Freshful is well positioned to delight customers and
become a leader in the grocery space.
Introducing financial services
eMAG has launched a partnership with PayU to offer customers
flexibility by postponing a payment or paying in instalments for
all categories of eMAG products or for products sold by sellers
active on eMAG Marketplace. Options include the following:
• Buy now pay later (BNPL), where the shopper postpones
payment for 30 days without any costs.
• Payment in four equal monthly instalments (Slice it), where
the first instalment is paid at transaction date and the
balance over three calendar months.
7
Advertising solutions
Sponsored merchant listings
8
Freshful by eMAG
Large basket grocery delivery
These services are currently being piloted in Romania and reflect
eMAG’s commitment to developing ecommerce infrastructure
services to offer customers a high-quality, reliable experience
across the ecosystem – one that truly delivers value and improves
their everyday lives.
Investing in Flip
In 2021, eMAG invested in Flip, a Romanian start-up focused on
refurbishing and reselling secondhand mobile phones. It was
a natural move, given eMAG’s plans to help build the circular
economy in the region. It is early days, but eMAG is exploring
how to build this offer to give a second life to other products such
as laptops.
Offering circular services
FY22 saw sales of ‘second chance’ resealed products on eMAG’s
platform increase by 26%. With this service, eMAG checks and
repackages returned products, extending their life cycle and
offering them to customers at a reduced price. In addition, eMAG
offers a buy-back programme where customers can return used
home appliances in exchange for a voucher towards a new
appliance, and eMAG takes care of the correct recycling. This
service also gives customers the opportunity to replace their old
devices with new, energy-efficient appliances. These are two more
examples of how eMAG is acting for the benefit of customers and
the environment by extending the life cycle of the products offered
on its platforms.
Repairing products
Working towards a circular economy is at the heart of eMAG’s repair
service, Depanero. In FY22, 205 000 products in Romania were
repaired by Depanero, 14 000 in Bulgaria and 8 400 in Hungary.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Etail – eMAG continued
71
Achieving carbon-neutrality
As in FY21, eMAG also achieved carbon-neutrality in FY22 for scope 1
and scope 2 emissions, by reducing carbon emissions and offsetting
the remaining emissions that could not have been avoided.
To reduce carbon emissions, eMAG has, for example, increased
the use of electric vehicles. Sameday continued to invest in its
green delivery fleet, replacing conventional fuel vehicles with
electric ones. The growth of the Easybox network also made a key
difference. eMAG estimates that delivering a parcel to an Easybox
generates on average 14g of CO2, a 95% reduction on the 300g
generated delivering a parcel to a customer’s home.
Ensuring sustainability
eMAG has ensured that its new DC2 logistics centre, which
opened in October 2021, is not only state of the art in terms of
automation and logistics, but also sustainable. It is powered by
green energy via its rooftop 1MW photovoltaic panel grid. eMAG
has opted for a 100% green energy contract for its other
warehouse – reducing carbon emissions from purchased electricity.
The new centre received an ‘excellent’ rating under the BREEAM1
design stage certification programme. The DC1 warehouse and the
Sameday warehouses have also been certified by BREEAM in FY22.
In line with its long-term commitment to sustainability, eMAG
has partnered with Foundation Conservation Carpathia (FCC).
FCC is creating a wilderness reserve in the Romanian Carpathians
by purchasing land and hunting rights to protect the area from
deforestation and promote biodiversity. Its plan is to return the
land to the public domain and promote sustainable tourism in the
area. Forest conservation projects such as these play a crucial
role in combating global warming.
Improving gender diversity
eMAG has prioritised improving gender diversity in the company.
In FY22, eMAG’s total gender diversity score rose from 43.35% to
43.60% female employees. In the technology team, the score
increased from 28.8% to 29.5%, well above the benchmark of
23.2% for the Romanian tech industry.
Respecting human rights
eMAG is committed to respecting human rights and protecting the
dignity of its workforce and has adopted the Prosus human rights
statement. This commitment can be seen, among other ways, in
how eMAG compensates its workers. For example, compensation
for eMAG’s warehouse workers exceeds the minimum wage.
Investing in the We Care Foundation
eMAG continues to invest in the We Care Foundation (formerly
eMAG Foundation) to deliver on its commitment to social
responsibility. The foundation focuses on three pillars: community
support for teachers and students, the We Care 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 2021/22 school year, We Care established 52 performance
centres, and reached over 5 500 students and 377 teachers.
Looking forward
eMAG will continue its growth by extending the Genius loyalty
programme, expanding financial services, rolling out more
Easybox lockers, repairing more products, increasing the delivery
of food and groceries, and doing more to support the circular
economy. eMAG’s mission remains the same: giving customers
across Central and Eastern Europe the best retail experience.
Looking forward, the group is set to broaden and deepen this
experience and provide it in ever-more sustainable ways.
eMAG
Maintained scale and grew 3%,
representing revenue of
US$2.3bn
2 950
eMAG lockers throughout
Romania and Hungary
1 BREEAM stands for Building Research Establishment Environmental Assessment Method,
a widely used sustainability assessment certification developed by the UK-based Building
Research Establishment.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 72
Importantly, Takealot has also contributed to considerable job
creation and economic prosperity. The group has 6 517 direct
and indirect employees, and over 70% are under the age of 35.
This makes Takealot a significant contributor to creating job
opportunities for young people in South Africa, where the youth
unemployment rate is currently over 35%.
In addition, Takealot.com has always focused on encouraging as
many sellers as possible onto its platform and has helped them
make the most of utilising the platform. In FY22, there were 5 899
active sellers, up from 310 sellers seven years ago. Many of these
are small to medium local businesses, which in turn are creating
more jobs and generating more economic activity. If we consider the
multiplier effect of these jobs created, for example, if every seller on
average has three or four people working for them, the resultant job
creation is significant. Through Takealot’s ecosystem, more people
and more businesses benefit; as Takealot grows, so too does the
positive impact on South Africa’s economy and society.
Another example is the growth in drivers over the years, from
around 400 in 2011 to over 13 428 in FY22. The pool of franchisees
has grown, too. It all adds up to a great deal of much-needed
growth in employment, business and broader opportunities.
Helping sellers to sell more
Takealot.com provides equitable access to the platform and
sellers are offered a range of tools and services at an economic
cost, to help them boost their businesses.
Supporting independent restaurants
Mr D is a 1P food delivery business connecting local restaurants
to customers across South Africa. Mr D makes a point of enabling
and supporting as many local independent restaurants as
possible. This again illustrates the group’s commitment to helping
small and medium-sized South African businesses to succeed.
During the worst of the pandemic, Mr D helped restaurants
continue to trade while their premises were closed to customers,
offering an essential way to keep trading and, in many cases, to
grow despite lockdowns.
Etail – Takealot group
Saving customers time and money, enabling
businesses and creating opportunities across
South Africa.
Performance highlights
Revenue1
Trading loss1
2021
2022
US$606m
US$827m
-US$7m
-US$7m
Our South African Etail business, the Takealot group, GMV and
revenue grew 46% (34%) and 36% (27%) respectively, despite a
rebound in offline retail sales. Takealot group remained near
breakeven, with a trading loss of US$7m, or 1% trading loss
margin, similar to the prior year.
The opportunity
South Africa has been hard hit by the Covid-19 pandemic, causing
the country’s real GDP to shrink by an estimated 8% in 2020. The
unemployment rate exceeds 35.3%, its highest level since 2003;
public debt and budget deficits are high; and there are persistent
wealth and income disparities.
Bearing in mind these socio-economic challenges, South Africans
can play a big part in helping the country achieve sustainable
improvements and progress, notably through creating employment
and supporting entrepreneurship.
The pandemic has accelerated the longer-term momentum behind
ecommerce in South Africa and there is still much room for further
growth. According to Euromonitor, the total ecommerce market is
projected to reach some R98.6bn by 2024 and ecommerce
penetration (including grocery) is forecast to reach 6.4% by 2023.
This is well below many other countries – from China to Brazil –
and it highlights the vast potential for South Africa and for Takealot.
Playing a leading part in South African retail
A homegrown success story, the Takealot group (Takealot)
is a leading ecommerce business in South Africa, with three
operations: Takealot.com, Superbalist and Mr D Food (Mr D).
Takealot.com is a customer-centric general online retail platform
operating via a hybrid first-party/third-party (1P/3P) model.
Superbalist is an online apparel, footwear and homeware retailer,
focused primarily on young consumers (16–30+ years) via mobile
and desktop devices. Mr D is a 1P food delivery business.
Contributing to the country
Over the past 11 years, Takealot has become part of the
everyday lives of many people across South Africa as the
company they turn to for quick, easy, reliable ways to buy items,
order food, and more. Indeed, Takealot stands out for having
always made these services as widely available as possible –
notably by offering them in township areas from the start.
Equitable access and availability have always been a core
Takealot principle.
1 Presented on an economic-interest basis.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Etail – Takealot group continued
73
Takealot.com, our leading ecommerce platform, successfully
navigated the challenges of global supply-chain constraints across
multiple categories, especially consumer electronics. Takealot.com’s
3P marketplace sales continue to outpace 1P sales and accounted
for 52% of total GMV. Takealot.com delivered revenue growth of 29%
(20%) for the year.
Despite increased competitive pressure from bricks-and-mortar
retailers, Superbalist, one of South Africa’s leading online fashion
destinations, delivered strong revenue growth of 55% (43%) and
improved its trading loss margin by almost 2 percentage points to
7% during the year.
Mr D benefited from increasing awareness of online food delivery,
a slower recovery of the restaurant market, and shifting consumer
demand online. The business grew orders and GMV 51% and 51%
respectively and improved overall profitability.
Reducing carbon emissions
To reduce carbon emissions, Takealot is undertaking a number of
steps. These include upgrading its truck fleet to more fuel-efficient
vehicles and reducing its reliance on airfreight for media (books)
by exploring opportunities to print copies locally.
In addition, Superbalist is reducing its reliance on airfreight by
localising the manufacture of its private-label brand, particularly in
womenswear. This, in turn, should help boost local businesses and
employment.
To reduce electricity consumption, Takealot’s distribution centres
have been fitted with LED lighting. Takealot has also launched
e-bikes into the delivery network. The e-bikes are fully battery
operated and therefore have zero emissions. They are energy
efficient and reduce noise pollution significantly compared to
conventional petrol bikes.
Tracking and assessing carbon emissions
Takealot has implemented Sphera, a tool to track carbon
emissions, and conducted a boundary-setting assessment with
South Pole to establish a baseline for scope 3 emissions. This
assessment is due to be completed in FY23.
Using sustainably sourced 100% renewable packaging
All businesses in the group use 100% recyclable packaging and
Forest Stewardship Council (FSC)-certified boxes.
Assessing materiality
In FY22, Takealot carried out an ESG materiality assessment, with
input from stakeholders. This will inform the priorities and ESG
strategy for the group going forward.
Promoting diversity, equity and inclusion
The appointment of a black female group CEO and a female
group CFO significantly transformed the gender and ethnic
diversity of the senior management team in FY22.
This important change at the top was part of a continued drive to
create more diversity and equity across the group. In FY22, the
representation of designated groups at the junior to senior
management levels improved from 58% to 68%.
To ensure Takealot creates an inclusive environment, the group
analysed its environment in FY22 to identify barriers to equity in its
policies, practices and procedures. A two-year plan is now in
place to address some of the identified barriers.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 74
Giving back to the community
To give back to the community, Takealot uses its platform to
make it easy for people to donate to worthy local causes. On
the Takealot.com site, customers can donate to Beautiful Gate,
a non-profit organisation that supports vulnerable families and
children with counselling, training and medical treatment. Around
R100 000 was donated in the first year of the partnership, rising
to R8.5m in FY21. In FY22, this increased to R11.7m.
Supporting local entrepreneurs
Takealot is committed to helping local entrepreneurs to succeed.
In FY22, for example, the group provided interest-free loans of
R7.4m to franchisees to support their development. Takealot also
partners with Naspers Labs and, in FY22, provided R2.5m worth
of laptops and other tools to support its programme to develop
digital skills and increase employment among South Africa’s youth.
Looking forward
Takealot will continue to look for new opportunities and ways to
expand the platform and services and increase investment in its
logistics and supply chain infrastructure, so everyone involved
can gain.
The group has embarked on a major programme to upgrade
much of its platform, to ensure the business can easily handle
continued growth and expanding services. The objective is to
produce a business that is more resilient and more flexible – one
that can scale quickly and effectively, and in new ways, to meet
the needs of customers and partners.
The group will also continue to look for more ways to support all
the participants in its ecosystem. This includes exploring ways to
help more new businesses participate and succeed. The aim, as
ever, is to enable as many people and businesses as possible to
benefit from Takealot across South Africa.
Etail – Takealot group continued
Takealot introduced a training programme in FY22 to ensure
there is no bias and continued fairness in hiring practices. By the
end of the year, 50% of all hiring managers had been through the
programme. The training will continue in FY23 for the remaining
hiring managers.
Developing people’s skills
In FY22, Takealot invested R4.5m in skills development
programmes. The group also offered bursaries to students
in the software and industrial engineering fields. In addition,
109 unemployed young people benefited from learnership
programmes, including 65 young people with disabilities.
Takealot participated in the Youth Employment Service (YES)
programme, a public–private partnership. The group employed
56 students as part of the programme. It supplements Takealot’s
engineering graduate programme, which trains young graduates
in the technical and interpersonal skills they need to accelerate
their careers in tech.
Focusing on the wellbeing of employees
Takealot’s employee wellbeing survey during the year indicated
a relatively good level of wellbeing among employees (71%).
It highlighted the high level of appreciation employees felt for the
support the company offered to employees during the Covid-19
pandemic. However, it also revealed the level of disconnection
employees feel as a result of operating remotely for a prolonged
time and the stress and struggles of balancing work and personal
lives. The group has taken this feedback on board to address the
areas in its updated wellbeing programme.
Prioritising health and safety
To protect its drivers, Mr D provides high-visibility vests and
manages on-the-job risks by deactivating areas during adverse
weather conditions or in case of general safety concerns. In
addition, all drivers are protected through personal injury
insurance and death or disability insurance, free of charge.
Treating drivers well
Takealot is committed to fair and reasonable compensation. Mr D’s
average driver earnings, after deducting drivers’ costs, significantly
exceed the national minimum wage as required by the South
African Basic Conditions of Employment Act and National Minimum
Wage Act and compare favourably to similar roles.
Mr D also offers other financial benefits to its drivers. For example,
through its rent-to-own bike programme, drivers can lease a bike
at a subsidised rate for three years, after which they will own it.
To date, over 600 drivers have enrolled in the programme.
Drivers also have access to discounted motorbike spares through
preferred service provider agreements negotiated by Takealot.
Takealot maintains complete transparency with drivers in the
franchise network on the terms of their contracts and delivery-fee
payment structures. The rate per delivery in each region is openly
communicated to all drivers in that region.
In FY22, Fairwork, which performs an annual independent
assessment of platform-work companies, rated Mr D a
strong 7/10.
Takealot
3P GMV accounts for
52%
of total GMV
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Other: Ventures
Identifying and investing in the next wave
of group growth.
Performance highlights
FY22 was a standout year for Ventures, with a record number of
transactions. We invested US$900m in 50 closed transactions
across 34 companies, compared with US$163m in FY21.
During the year, we made investments in India in agtech,
ecommerce, logistics, health, personal services and more,
closing transactions with an aggregate investment of US$600m.
Nurturing the next wave for the group
Ventures partners with innovative entrepreneurs around the world
to build leading technology companies in high-growth markets.
We act as the group’s incubator for new investment areas, which
in turn can become new core segments once they reach scale.
Our current core Food Delivery segment was born out of Ventures
in 2019. In April 2021, Edtech became our newest core segment,
after being cultivated in Ventures since 2016.
By 31 March 2022, excluding Edtech and Food Delivery, Ventures
had invested over US$1bn in 44 investments in key geographies
around the world such as India, and across Southeast Asia, Latin
America, Europe and the US, covering exciting sectors, including
logistics, agtech and sustainability, healthtech, B2B, SaaS, fintech
and blockchain.
Investing in future winners
We believe there are many opportunities for entrepreneurs with
bright ideas and disruptive technologies to improve everyday life
for people around the world. With nimble teams and the agility
to implement fast-changing technology, start-ups have an
increasing edge over established industry leaders across sectors.
These new ideas are reimagining and remaking markets. We
aim to invest in these disruptors, the next generation of tech-
enabled industry titans which are being founded and funded now.
What we look for
With Ventures, as with the group as a whole, we invest in a
disciplined, focused way. We look for the following three
key criteria:
• We back businesses in areas of large total addressable
markets (TAMs) that are addressing big societal needs in
high-growth regions, and where we can really make an
impact as an investor.
• We focus on sectors of the economy where technology can lead
to meaningful change in consumer behaviour and economics.
• We invest in world-class entrepreneurs who want to build
leading technology companies.
Focusing on greater impact
Across the range of opportunities, Ventures focuses on key areas,
including India and other new markets, logistics, fintech and
blockchain, agtech and sustainability, and healthtech. We are also
focusing on the Software as a Service (SaaS) and B2B sectors, as
these are large and attractive segments where Prosus currently
has a limited presence.
75
India
India remains a high-focus area, given the vast opportunity for
growth in the market across a number of sectors, and the
competitive edge we have built there as an investor over a
number of years. Several of our companies, including PharmEasy,
Meesho, Urban Company and ElasticRun, have joined the ranks
of Indian unicorns recently.
API Holdings/PharmEasy
API Holdings owns India’s largest integrated digital healthcare
platforms. In total, we have invested US$220m and currently own
a 13% stake. API Holdings also owns PharmEasy, a healthtech
start-up offering services such as teleconsultation, medicine
deliveries, and diagnostic test sample collection. Recently,
PharmEasy acquired diagnostics chain Thyrocare and cloud-
based hospital supply-chain management start-up Aknamed.
PharmEasy is considering an IPO.
Meesho
Meesho operates as an online commerce platform that also
enables anyone to start a business without investment. It has
so far helped to create over 17 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 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.
Meesho has seen tremendous growth in the past year with its
strategy shift to add a B2C business line in addition to its original
reseller-based model. Over the past two years, we have invested
US$162m in Meesho, including a follow-on round in August 2021
and a secondary transaction in November 2021. We currently hold
a 13% stake. As of March 2022, Meesho had average daily orders
of approximately 2.8 million, 3.5 times the number in March 2021.
Monthly app users in March 2022 reached 123 million, an 811%
increase year on year.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Ventures continued
ElasticRun
ElasticRun is a commerce platform that enables businesses
to reach kiranas (small local stores) in the deep rural parts of
India. The company acts as an extended arm of fast-moving
consumer goods (FMCG) companies’ direct distribution
networks in the rural areas to generate new customers for these
companies. ElasticRun also helps ecommerce companies reach
their customers in far-flung areas through its network of kirana
stores and brings banks and financial institutions closer to a
new set of underserviced small and medium-sized enterprise
customers from its rural kirana network.
Since October 2019, we have invested US$120m in ElasticRun
(latest investment in series E funding in February 2022) and
currently hold an effective stake of 23%. The company has
performed well in its ecommerce delivery business and has
rapidly scaled up its FMCG distribution business.
DeHaat
We have invested US$27m in DeHaat and currently hold an 11%
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.
New markets
Since 2020, we have invested in a number of new markets where
we see strong growth opportunities. We’ve since significantly
expanded our presence in areas such as Southeast Asia, Latin
America, Europe and the US, with new market investments in
Egypt and Bangladesh.
In particular, we’ve grown investments in Mexico, Europe and
Indonesia. In Indonesia, our investments include Shipper, a
tech-enabled logistics platform; Aruna, a sustainable fisheries
and marine platform; and Ula, a B2B ecommerce marketplace.
Indonesia
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. In total, we have invested US$36m in Shipper and
currently own a 16% stake.
Egypt
Thndr is an Egyptian digital investment platform simplifying
investment in the MENA region through its digital, multi-language
app, educating and empowering investors to make their own
investment decisions. Launched in late 2020, Thndr is creating
investors out of members of the population who previously had
limited equity market exposure. In fact, as of 2021, 87% of Thndr’s
user base are first-time investors and 40% of users come from rural
areas. We have invested a total of US$5m in the company and
currently own an 8.4% stake.
Mexico
In Mexico our broad theme this year was ‘access’. Our investments
include Klar; 99 Minutos, a last-mile ecommerce delivery platform;
and Kovi, a start-up that is disrupting car access in Latin America.
We also invested in Azos, which is expanding access to life
insurance in Brazil.
76
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 have invested US$20m in Klar and currently
own a 21% stake.
Europe
We have been active investors in the region, and our Ventures
team in Europe is hyper-focused on what’s next. We’ve invested
in several companies including: BUX, Europe’s fastest-growing
neo-broker (subject to customary regulatory approval); merXu, an
online B2B trading platform; and Collective Benefits, a benefits
marketplace for independent workers.
Logistics
The logistics industry has experienced significant growth in
ecommerce with rapidly changing consumer expectations and
trends during the pandemic, including a surge in last-mile and
same-day deliveries. We have invested in three companies in
this space: Shipper, ElasticRun and, most recently, 99 Minutos.
DeHaat
Serves
>1m
farmers providing access to over
3 200 agricultural inputs
>6 000
DeHaat centres
>300
commodity bulk buyers, including
retail chains, ecommerce players,
FMCG giants, and SME food
processors
Active
in key agricultural regions of India
Ventures
ElasticRun
Covers
>80 000
villages across 26 states in India
>400
brands on the platform receive
access to 50 000+ kirana shops
99 Minutos
60
markets across Mexico, Colombia,
Chile and Peru
Handles
>15m
packages per year
Shipper
220
large fulfilment centres
12 000
retail points
>20 000
online sellers
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Ventures continued
77
99 Minutos
In total, we have invested US$36m in 99 Minutos and currently
own a 23% stake. The company offers last-mile logistics services
to ecommerce vendors in major markets in Latin America.
Blockchain
Blockchain is beginning to disrupt and revolutionise a number of
key industries. Our investments in the sector include DappRadar
and Republic.
Aruna
Aruna is a leading fisheries and marine platform in Indonesia.
Its vision is to transform Indonesia’s fisheries and marine supply
chain and cater to growing global demand for fishery products
through technology innovation. As the fisheries vertical is highly
fragmented, Aruna’s tech-enabled platform serves as a one-stop
shop and end-to-end supply chain aggregator, streamlining the
process for the country’s fishermen. We have invested a total of
US$15m in the company and currently own a 11% stake.
DappRadar
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 and currently
own a 31% stake.
Republic
Republic is a foremost 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.
Agtech and sustainability
Agtech and sustainability is a growing focus area for us. As climate
regulation remains top of the global agenda and consumers
become increasingly climate conscious, we expect more growth,
innovation and adoption in this area. Our investments in this space
include: Aruna, DeHaat and Biome Makers.
Biome Makers
The company has developed a patented technology integrating
DNA sequencing and ecological computing technologies using
one of the more complex biomarkers: the soil microbiome. Biome
Makers has distinguished itself as one of the foremost global
agtech leaders, having spent the past few years building
proprietary products to promote sustainable farming practices
using soil biology standard analytics. We have invested a total
of US$8m in the company and currently own a 20% stake.
Healthtech
We have invested US$58.5m in Honor and currently hold a 14%
stake. Honor is a senior-care network and technology platform
that offers personalised care to improve the in-home care
experience. In August 2021, Honor acquired Home Instead, the
largest network of independently owned and operated franchise
owners for home care, significantly expanding its reach.
Looking forward
We will continue with our disciplined long-term approach,
investing with conviction aggressively – but never recklessly –
across sectors and markets. This allows us to continue backing the
next generation of great entrepreneurs, ideas and technologies,
changing everyday lives for the better.
Ventures
Aruna
100
communities of fishermen with
over 26 000 registered fisherfolks
5 000
job opportunities in the
rural areas of Indonesia
Operates in
27
provinces in Indonesia
(70% of the country)
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Other: Naspers Foundry
Investing early in South Africa’s tech
entrepreneurs to boost the digital economy
and help address big societal needs.
Performance highlights
Since its launch in 2019, Naspers Foundry has invested in 12 South
Africa-focused tech businesses, deploying close to R700m of
capital. The majority of these investments were made in FY22 and
the team has a healthy pipeline of prospects for the coming year.
Backing the future of tech in South Africa
Naspers Foundry is a R1.4bn investment vehicle that backs
talented local entrepreneurs by investing in early-stage tech
companies with high-growth potential that solve big societal
needs and improve the quality of people’s daily lives.
Its mission is to boost the South African early-stage technology
and venture capital (VC) ecosystem, creating a lasting impact
on the broader South African economy.
Investing in key sectors
Naspers Foundry invests in sectors aligned to the group’s
core segments, including payments and fintech, edtech and
marketplaces. In line with the group’s Ventures segment, Naspers
Foundry also looks to invest in other sectors that address big
societal needs, such as agtech and healthtech.
Capitalising on a much bigger ecosystem
During the review period, the South African tech ecosystem grew
significantly, from around US$259m in calendar 2020 to over
US$832m in calendar 2021 (source: 2021 Africa Tech Venture
Capital Report by Partech Africa). Both the quantity and quality
of investable opportunities are increasing and, to ensure that
Naspers Foundry is best positioned to participate, we have
bolstered the team. We have added capacity and functional
expertise, and optimised processes so that we can increase both
the volume and speed of our investment while continuing to give
the same level of support to our portfolio companies.
The growth in the local tech ecosystem is in line with Naspers
Foundry’s mission, and the team continues to play a key role
as South Africa’s largest homegrown early-stage tech investor.
As a long-term dedicated tech investor with local presence and
global links, Naspers Foundry is valued both by entrepreneurs
and investment partners. The investments we make help the
businesses grow and encourage more investment into the
ecosystem from other global investors. It is a long-term gain
where everybody wins – from the entrepreneurs to Naspers
Foundry, the group as a whole and the broader South African
economy.
Making new investments
In FY22, Naspers Foundry added a number of companies to
its portfolio.
WhereIsMyTransport
In June 2021, Naspers Foundry invested R42m (US$3m) in mobility
technology company WhereIsMyTransport. The company maps
formal and informal public transport networks in emerging
markets and uses this data and technology to improve the public
transport experience for millions of consumers in high-growth
megacities globally.
Ctrl
In July 2021, Naspers Foundry invested R34m (US$2m) in Ctrl
– a short-term insurance marketplace connecting consumers,
brokers and insurers on a single platform.
78
Naked Insurance
In August 2021, Naspers Foundry invested US$8m (R120m) primary
funding into Naked Insurance at a valuation of US$23.86m
(R350m). The company conducts a digital personal-lines short-term
insurance business in South Africa. This is a digital insurance
platform, offering consumers comprehensive and instant cover
for cars, homes, contents and standalone items. Its business
model aims to make insurance more accessible and trustworthy.
Planet42
In January 2022, Naspers Foundry invested US$4m (€3m) in
Planet42. Planet42 operates a rent-to-buy secondhand car
platform in South Africa and has now expanded into Estonia
and Mexico. To date, Planet42 has helped more than 7 000
South African families get access to cars.
Floatpays
In January 2022, Naspers Foundry invested in Floatpays – an
on-demand wage-access platform that helps employees access,
spend, save and manage their money. The investment is still
subject to successful regulatory approval.
LifeCheq
In February 2022, Naspers Foundry invested R40m (US$3m)
in LifeCheq – a technology platform offering end users access
to holistic, personalised financial advice across different
product categories.
Nile.ag
In March 2022, Naspers Foundry invested R40m (US$3m) in Nile.
ag – a B2B marketplace that enables direct trade between buyers
and sellers of fresh produce and supports the flow of goods sold
between regions.
Valenture Institute
In March 2022, Naspers Foundry invested R108m (US$7m) in
Valenture Institute – a global private online high school – offering
a curriculum that is recognised and endorsed by the world’s
leading universities, broadening access to quality and affordable
education to students in emerging markets like South Africa.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Naspers Foundry continued
79
Helping existing investments to grow
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.
In FY22, the team played a key part in helping portfolio companies
raise additional funding to support their growth ambitions.
In December 2021, SweepSouth acquired the Egyptian start-up
Filkhedma. Filkhedma is Egypt’s home services marketplace
operating across three cities and serving tens of thousands of
customers with cleaning, maintenance, and beauty services, while
empowering over 2 000 service providers through technology with
consistent incomes and professional development.
The Student Hub
In November 2020, Naspers Foundry invested R45m (US$3m) in
The Student Hub, a fast-growing business that is having a big
social impact through the way it is helping to transform student-
learning at tertiary level. The Student Hub partners with public
technical and vocational education training (TVET) colleges to
provide two bespoke solutions – a comprehensive online platform
that supports the on-campus learning activities of students and
lecturers at physical colleges; and a fully fledged digital learning
solution for remote students who would otherwise not have been
able to enrol due to physical infrastructure constraints at colleges.
The company makes TVET education more cost effective and
accessible. It also enhances outcomes, with a marked increase in
pass rates at colleges employing its solution. There are more than
30 000 students registered on its platform. In FY22, Naspers
Foundry helped The Student Hub raise additional capital and
provided follow-on funding to continue its strong growth trajectory.
SweepSouth
In June 2019, Naspers Foundry invested R30m in SweepSouth,
Africa’s first online home-cleaning-services marketplace, which
connects clients to vetted domestic cleaners who benefit from
flexibility 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. Having weathered
the challenges of the pandemic, SweepSouth continues to grow.
Looking forward
The ecosystem is set to continue growing, and Naspers Foundry
will maintain its path – investing in exciting new tech-enabled
businesses and helping portfolio companies to keep on growing
and, in turn, having an ever-bigger impact on the economies
and societies.
Naspers Foundry
Naspers Foundry is a
R1.4bn
investment vehicle
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Social and Internet Platforms
Connecting people in everyday life through
innovative technology.
80
Performance highlights
Revenue1
Trading profit1
Tencent
2021
2022
US$22.5bn
US$25.8bn
US$6.2bn
US$6.3bn
Tencent achieved stable growth in a challenging year of 2021,
thanks to the strength of its diversified portfolio of products,
businesses and investments. For the year ended 31 December
2021, Tencent’s revenue grew 16% to RMB560bn. Non-IFRS profit
attributable to shareholders (Tencent’s measure of normalised
performance) grew 1% to RMB124bn.
The opportunity
China achieved 8.1% annual gross domestic product (GDP)
growth in 2021, amid global supply chain disruptions due to the
coronavirus pandemic. The World Bank estimates China’s GDP will
grow at 5% in 20222. China is the world’s largest consumer internet
market and continues to grow ahead of many other large internet
markets. There were 1 032 million internet users in China in
December 2021 (989 million in December 2020), 99.7% of whom
were mobile users. With a highly mobile-penetrated population,
growing middle class and increased investment in the digital
transformation of industries – the opportunity in the China internet
industry remains vast.
The pandemic established and accelerated certain industry and
user trends, including enterprise digitalisation, online healthcare,
and social and video commerce. These trends will have a
sustained impact in 2022 and beyond, presenting Tencent with
ample opportunities in consumer and industrial internet verticals.
The China internet industry is also shifting from a short-term
growth-focused paradigm to a new paradigm that seeks
sustainable growth via user value, technological innovation
and balanced benefits for all stakeholders.
Long-term sustainability reinforced amid changes
The regulatory environment of China’s internet industry
continues to evolve, reflecting the expanding economic and
social importance of the industry. Tencent embraced the
market challenges and regulatory changes by managing costs,
increasing efficiency, sharpening its focus on key strategic areas,
and repositioning itself for sustainable long-term growth.
Revenues from value-added services increased by 10% to
RMB292bn, with domestic games growing 6% to RMB129bn,
international games increasing 31% to RMB46bn and social
networks rising 8% to RMB117bn. Revenues from fintech and
business services increased 34% to RMB172bn, and revenues
from the online advertising business rose 8% to RMB89bn.
The combined monthly active users (MAU) of Weixin and WeChat
increased 3.5% to 1.27 billion. Weixin’s in-app short video services,
Video Accounts, doubled its per-user time spent and total video
views in the prior year. The Weixin Mini Programs ecosystem
continued to grow, with daily active users (DAU) passing 450
million and independent merchants’ annual transaction volume
of physical goods more than doubling from the prior year.
Tencent sustained its domestic game-industry leadership as
it cultivated its key IP franchises more deeply and broadly.
In 2021, Tencent Games also achieved notable progress in
global markets, developing and operating five of the top 10
mobile titles by DAU outside China. League of Legends World
Championship remained the world’s most popular eSports
tournament, with 74 million peak concurrent viewers on its finals.
Level Infinite, a new international game publishing brand, was
launched to target international gamers.
Tencent continued to enhance its differentiated advertising
solutions, with Weixin’s daily active advertisers growing by over
30% year-on-year in the fourth quarter of 2021. Subscriptions for
fee-based registered value-added services increased by 8% in
2021 to 236 million. Tencent maintained its leading position in
long-form video with 124 million subscriptions.
Continuing to lead
Tencent is a leading internet and technology company in China.
Weixin, the largest mobile community in China, continues to
play a pivotal role in the daily lives of over 1.2 billion users via
transformative innovation with a focus on user experience.
Tencent’s mobile payment platform continued to benefit from
expanded use cases and increased transactions. Weixin Pay
strengthened its support to small and medium merchants and
deepened its cooperation with the Peoples’ Bank of China and
UnionPay.
1 Presented on an economic-interest basis.
2 Based on the latest China Economic Update by the World Bank.
For communication and collaboration SaaS, Tencent upgraded the
integration among WeCom, Tencent Meeting and Tencent Docs
to provide enhanced solutions for enterprises. Tencent has also
enabled differentiated CRM functions in WeCom via deepened
connection with Weixin.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Social and Internet Platforms continued
81
Tencent will continue to adhere to its strategy of delivering
superior experiences to users, assisting enterprises to digitalise
their operations and contributing to society at large.
Looking forward
Tencent will continue to adhere to its strategy of delivering
superior experiences to users, assisting enterprises to digitalise
their operations and contributing to society at large.
Tencent is listed on the Hong Kong Stock Exchange. Further
information is available on its website at www.tencent.com.
VK Company Limited
Since the outbreak of the Russia–Ukraine conflict, international
sanctions have been imposed on many Russian entities and
individuals. These include sanctions on the CEO and controlling
shareholders of the online platform VK Group (VK) (previously
Mail.ru), in which Prosus holds a minority stake. As a consequence
of these sanctions, Prosus asked its directors on the VK board to
resign their positions.
We have also written down the full carrying value of the VK asset
in the current reporting period.
Weixin, the largest mobile
community in China, has over
1.2bn
users
Tencent’s online advertising
business rose to
RMB89bn
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Media24
Delivering an outstanding performance across
the business – from digital and print media to
ecommerce.
Performance highlights
Revenue1
US$211m
US$257m
Trading profit/loss1
-US$8m
US$17m
2021
2022
Leading in 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 2 million
average daily unique browsers, generating 11 million average
daily page views, across its digital platforms.
Performing strongly
Media24 performed strongly in FY22 – delivering exceptional
full-year results, underpinned by profitability in every part of
the business.
This turnaround performance against the prior year was bolstered
by 27% growth year on year in digital subscribers and 16% growth
in digital advertising, a robust recovery in print media that saw
print advertising improve by 17% year on year, excellent school
textbook orders and trade sales, a further uptick in external
revenues at On the Dot media logistics, and earlier gains in
ecommerce fulfilment offsetting a general slowdown in the
ecommerce sector.
Total revenue (excluding Fashion United South Africa) was R3.8bn,
an increase of 13% year on year. This performance reflects
much-improved trading conditions compared with restricted trade
in FY21, as well as the positive impact of restructuring the print
media business in FY21.
In addition, the much-leaner cost base and stringent cost
management delivered a trading profit (excluding Fashion United
South Africa) of R267m, compared with a prior-year loss of R168m.
Revenue across the media business (digital news, newspapers,
magazines, distribution and television) increased 10% year on
year and the books business saw improved revenue of 16% year
on year on the back of higher trade and school textbook sales.
The ecommerce portfolio (Contract Logistics and Careers24) grew
revenue 6% year on year as ecommerce volumes continued to
grow – albeit on a lower level. We have invested in an additional
Contract Logistics warehouse in Gauteng.
1 Presented on an economic-interest basis.
82
Key highlights underpinning these results include the following:
• Strong digital subscription growth: Netwerk24 passed the 86 000
mark and News24 the 50 000 mark.
• Print media, particularly magazines, continued to recover much
better than anticipated.
• Excellent school textbook orders in South Africa and Botswana
and solid trade sales.
• Slower but sustained growth in ecommerce volumes
at Contract Logistics.
• Continued increase in external revenue at On the Dot
media logistics.
In the past year, Media24 exchanged its 51% share in Superbalist
(through Fashion United South Africa) for a 9% stake in the
Takealot group.
Bringing all our digital media together on one platform
Having all our digital media offerings on the same platform is
a crucial step in our evolution to a truly digital-first business.
During the year, we migrated Netwerk24 to our digital publishing
platform, Nova, home to News24. We launched Landbou.com as
a standalone bundled offering for the agriculture market, also
residing on Nova.
Responding to the pandemic
We continued to respond to the pandemic throughout the year.
As ever, the focus was on two main priorities – the health and
safety of our people and business continuity. Sadly, we lost four
colleagues to Covid-19 during the year, which brings the death
toll at Media24 to five since the onset of the pandemic. We
honour their lives and contribution to the company.
With more than 90% of our staff fully vaccinated, our Covid-19 risk
management committee updated all protocols, measures and
regulations in preparing a safe workplace for the official return
to office from 1 April 2022.
As the leading media company in South Africa, we take our
responsibility and moral obligation during the Covid-19 pandemic
very seriously. We are committed to keeping accurate information
and updates flowing and, equally importantly, to contributing to a
spirit of solidarity, compassion and positivity by telling stories of
hope. All pandemic-related digital reporting and statistics are
published ahead of the digital news paywalls.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Media24 continued
Ensuring data privacy
We recognise the importance of ensuring data privacy – it is
essential to building and maintaining public trust. Media24
subscribes to the South African Press Code of Ethics and
Conduct, which has been updated in accordance with the
Protection Of Personal Information Act (POPIA). We successfully
prepared for the POPIA enactment date of 1 July 2021, with our
privacy front-office capability established to engage with public
customer and consumer requests related to POPIA and the
Promotion of Access to Information Act (PAIA).
Focusing on our people
In FY22, we implemented a dignity-at-work policy, provided
training, and measured the results through a staff survey.
Employee engagement levels continued to rise throughout the
year, increasing 3% to reach a record 82%. Voluntary staff turnover
remains low, at 8% for the year. And confidence in leadership is
high: 87% per the latest survey.
We continued our significant investment in our people, spending
R32m on training in FY22. 67% of skills spend was to the benefit of
black employees and learners. We provided R5.6m in bursaries
for higher education. We offered 180 learnerships to black South
Africans during the year. We also ran several diversity workshops,
particularly for our editorial teams.
During the year, 208 managers went through our ‘leading at the
pace of change’ programme. We also continued our FutureSkills
leadership programme for the third year, building the skills of
mid-level colleagues for a future where AI is mainstream. In
addition, we introduced a new six-month strategic leadership
programme for 50 mid-level managers, and launched a six-month
leadership and finance programme for 25 first-level managers.
To build our digital newsroom capacity, we ran three programmes
with the US-based Poynter Institute: setting newsroom priorities,
for 48 managers at News24 and Netwerk24; boosting effective
reporting and writing to embrace the craft of storytelling, for 60
journalists; and how to deal with trauma, for 50 journalists.
In FY22, we won the South African Graduate Employers
Association award for best employer in the media sector for
the sixth year in a row. Throughout the year, we created growth
and promotion opportunities for staff. We also achieved our
employment equity targets – including 22.7% black Africans in
management.
Investing in communities
Media24 achieved a level 3 BBBEE rating for FY22.
Covid-19 regulations and the lockdown still had an impact on
our well-established range of initiatives, the bulk of which are
traditionally closely linked to physical events such as festivals and
fundraising drives. However, a large number of structured activities
resumed, most notably schools and other education-related
initiatives, and our business units could again distribute donated
items, including school textbooks and reading material, to schools
in underserved communities.
Despite lockdown restrictions, we continued with our Volunteers24
programme, which allows all staff up to three days’ paid leave
per year to volunteer for charitable causes. During the year,
133 Volunteers24 days were logged. We also continued with our
#1000ActsOfKindness initiative, where staff support charities and
community projects by giving their time and resources. For the first
half of the year, #1000ActsOfKindness focused on feeding
schemes. The executive committee launched this campaign by
planting 1 000 seedlings at a community garden at a primary
school in Factreton, Cape Town.
83
Media24 is a keen supporter of the arts and a founding sponsor
of the Klein Karoo Nasionale Kunstefees (KKNK), Woordfees,
Aardklop, Suidoosterfees and the Vrystaat Kunstefees. In addition
to funding from Naspers, we continued to offer the festivals
operational and marketing support, including office space for
the Suidoosterfees and the Cape Town Carnival. This support
amounted to R4.8m in the past year.
Our business segments also support non-governmental
organisations, registered charities, educational and literacy
institutions and public-interest campaigns with media coverage,
free advertising space and donations of magazines, newspapers,
books and stationery for initiatives and fundraising drives and
events. The total value of this support was R10m, a marked
increase from the previous year as the gradual lifting of pandemic
restrictions allowed these organisations to resume their activities.
Maintaining media ethics and independence
Editorial independence and ethical reporting are cornerstones
of our business. This is reflected in our core values – respect,
integrity, courage and accountability – which are embedded in
our employment contracts and policies. Our publications subscribe
to the South African press code, which prescribes news that is fair,
accurate, truthful and balanced, as well as the code of the
Advertising Standards Association which promotes responsible
and truthful advertising devoid of false claims. The internal
ombudsman monitors ethical reporting in our publications.
Complaints regarding media ethics and independence may
also be referred to the Press Council. South African staff are
required to complete training on our code of ethics, as well as
other related topics, including whistleblowing and privacy.
Quality journalism and publishing
Keeping Media24 the home of quality journalism and publishing,
the long list of local and international industry awards includes:
News24 being named by the Reuters Institute as the most trusted
news brand in the country for the third year in a row; the Taco
Kuiper Award for Investigative Journalism (Kyle Cowan and Jeff
Wicks of News24); a One World Media global award (News24);
12 IAB Bookmark awards; New Media received six awards and
four honourable mentions at the Eddie & Ozzie Awards (New York)
and six awards from the international Content Marketing Institute;
23 winners in top three positions in the Forum of Community
Journalists excellence awards; WAN-IFRA advertising innovation
award and Assegai Leadership award for Ads24; four national
and 16 regional winners in the Vodacom Journalist of the Year
awards; and, a slew of national literary awards for authors at
NB Publishing.
Looking ahead
We aim to remain true to our strategy to continue building a
smaller, profitable media business with a significant interest in
ecommerce while cementing business sustainability for an
engineering-led, digital-driven future.
>136 000
digital subscriptions to
Netwerk24 and News24
208 managers
went through our ‘leading at the
pace of change’ programme
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 84
Tax
Being a responsible global citizen sits at the core of everything we do. We consider
paying taxes as an important economic contribution to the societies in which we
operate. This also underpins our approach to managing and paying taxes.
Paying taxes is a normal consequence of doing business. We
support the establishment of a harmonised international tax
system where there is a level playing field and all players pay
their fair share of taxes in the jurisdictions where they operate.
To understand our approach to paying taxes and interpret the
taxes-paid information, it is important to understand our operating
model. As a global technology investor, our portfolio of businesses
is well diversified by sector and geography. We operate on a
decentralised basis in numerous countries. The businesses are
based in the countries where their operations, their users and
consumers are. All our subsidiaries, associates and investees pay
taxes locally, in the jurisdictions where our companies operate
and our products and services are consumed. We regard paying
taxes as an integral part of our business operations. Overall, our
aim is to improve the lives of the people who live in the countries
where we operate. Paying taxes locally is an extension of our
commitment to the improvement of our customers’ lives through
technology. Our businesses directly improve people’s lives.
Indirectly, through the taxes paid locally, people’s lives are further
improved. Locally paid taxes assist governments to fund the
needs of the populations in their countries.
The group accounts for its share of the results of its equity-
accounted investments net of the taxation recognised by those
investments. In order to provide a more comparable effective
tax rate, the tax recognised as part of the group’s share of the
results from equity-accounted investments is included, for purposes
of the calculation of the normalised effective tax rate. Furthermore,
exceptional items like tax-free capital gains on the sale of
subsidiaries are excluded from the profit before tax to arrive at
the normalised effective tax rate of 23.6%.
Compliance
As a family of essentially local businesses, the principles we
apply across our portfolio are consistent. We take tax compliance
seriously. This is embedded in the culture of our group and is an
element of the KPIs of finance and tax team members.
Our tax team comprises experienced and effectively equipped
tax specialists. Regular training ensures that all tax team members
maintain their optimal tax skill sets. Subsidiaries, associates and
investees are accountable for managing tax and adhering to our
group policy of zero tolerance for non-compliance.
Compliance with laws and regulations in the countries where we
do business is essential to the integrity of our businesses and all
our actions. Ensuring that we are compliant with tax legislation in
the territories where we operate is non-negotiable. We have to be
– and we want to be – fully compliant: no exceptions. This is how
we do business and why our stakeholders can have confidence in
the integrity of our actions.
All tax planning is decided and effected in the context of the
business: the tax consequences flow from the business operations.
Business structures and operational models dictate our tax
strategy, not vice versa.
Of course, we ensure that we manage our tax costs, as we
manage any other business costs, as efficiently as possible. This is
part of our responsibility to our shareholders and our businesses.
But we do not seek to abuse opportunities to unreasonably
reduce the tax cost of the business. All tax planning, whether
driven due to acquisitions, rationalisations, disposals or
disinvestments, operational restructuring or legislation changes,
is carried out in line with our tax policy and our approach to tax.
Where relevant, we will take into account the intention and
objective of the tax legislation or policy in how we apply the
legislation. Our appetite for tax risk is low. When this causes a
dilemma, the business prevails and it is the business that sets
the boundaries for tax planning.
We do not engage with tax authorities to obtain special
dispensations. When obtaining advance tax rulings we do
this via standard, transparent dispensations available to all
taxpayers, to create certainty as to the application and tax
consequences of business transactions. In line with our
commitment to tax transparency, we support making any ruling
contents publicly available.
Operating a decentralised model means that transfer pricing is
not the most significant factor in our tax management. To the
extent that it does apply, we ensure that there is adherence to
the arm’s length principle at all times.
Taxes paid in FY22
In FY22 Naspers paid nearly US$1.6bn in direct and indirect taxes globally. Details of taxes paid in our geographies are set out below:
Region/Country
Europe
South Africa
Americas
Middle East and Asia
Other
Total
Corporate
income and
withholding
taxes
Payroll taxes
and social
security
contributions
264
22
168
17
1
472
244
112
188
29
0
573
Other
direct
taxes
8
1
61
0
0
70
Total
direct
taxes
517
135
417
47
1
1 117
VAT, service
and
consumption
taxes
Other
indirect
taxes
Total
indirect
taxes
Total tax
contribution
272
51
105
20
1
449
3
5
0
0
0
8
274
56
105
20
1
456
791
191
523
67
2
1 574
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 85
Technology
Efficient tax management is enhanced by the use of technology.
As the requirement by tax authorities and other regulators to
report substantive data increases, it is essential to harness the
power of technology for data extraction, gathering and collation.
Technology is paramount to eliminate human errors that can arise
in the collation of tax-relevant data and the tax compliance
process. Where possible, we have automated tax processes such
as the controlled foreign company compliance and country-by-
country reporting. Automation contributes to enhanced data
integrity and reduces the man-hours involved in these processes.
We will continue to expand the reach of automation and
technology in our tax management processes, where we are
confident of increased efficiency and integrity of information.
This focus is included in the KPIs of our tax team members.
At the same time, we recognise there are, and always will be,
many areas in tax that require the ongoing attention of and
input by skilled tax professionals. Where technology can be
implemented to enhance data collection and collation, and to
share tax-relevant information with tax authorities, we believe a
reduction in man-hours required for these tasks can enable our
group tax specialists to spend their time more effectively.
We will continue to invest time in assessing how technology can
assist in streamlining processes to effectively manage our taxes
and tax compliance.
Transparency
It is one of our KPIs to at all times constructively engage, in a
transparent manner, with all our stakeholders, both external
and internal. These stakeholders include investors, customers,
employees, regulatory authorities, governments and tax
authorities.
We regard tax authorities as significant stakeholders. Like with
all other stakeholders, it is important for us and our companies
to engage proactively and transparently with tax authorities.
Our approach, wherever possible, is to follow the principle of
cooperative compliance. We engage regularly with tax authorities
to explain our business model and we are proactive in sharing
information with tax authorities. While recognising that at times our
views and those of the tax authorities may differ in relation to the
application of specific tax rules and legislation, we aspire to a
relationship of mutual trust. This, at times, creates a dilemma. But
our aim remains for stakeholders, including revenue authorities, to
have confidence in the integrity of our actions, in the way we do
business and in the information we provide.
Disclosure of taxes paid is an important step in tax transparency.
We are supportive of this initiative to demystify and reduce the
stigma that may be attached to tax contributions by companies,
particularly multinationals. We believe that the move towards
public country-by-country reporting is a positive development.
In our view, disclosure demonstrates responsible corporate
citizenship and facilitates meaningful engagement with
stakeholders in the regions and countries where we operate.
We will continue to take proactive steps to enhance the scope of
tax information relevant to our stakeholders. Our intention is for all
stakeholders, including revenue authorities, to have confidence in
the integrity of our actions and the information we provide.
Tax continued
Naspers has grown organically and by acquisition. In the course
of these acquisitions, we inherited a number of legacy structures,
including some companies located in low tax jurisdictions.
These structures are under constant review and most have been
eliminated. In FY22, four companies in low or no tax jurisdictions
(two in the British Virgin Islands and two in Mauritius) were
liquidated. Some further legacy companies are either in the
process of being liquidated or have been identified for liquidation.
Presence in such jurisdictions is retained only in exceptional cases
where business reasons dictate our presence in that particular
location. We do not attempt to engineer tax advantages by
creating business entities in low tax or no tax jurisdictions in
which Naspers does not operate or have business substance.
Further guidance regarding how we manage taxes is publicly
available in our group tax policy.
Governance
We attach the highest priority to fairness, integrity and
transparency – in short, doing the right thing. This approach is
built on the following elements:
• Board accountability through the group CFO and audit and risk
committee for tax.
• A clear tax risk matrix.
• A tax control framework with robust controls.
• Experienced tax professionals with the right skills.
• Training and regular communication and engagement between
everyone with responsibility for tax.
• Use of technology to automate tax processes.
Ultimate responsibility for tax is vested in our group CFO who is
accountable to the Naspers board with oversight from the audit
and risk committees. Our group tax policy is reviewed annually
by the audit and risk committees, approved by the board and
published on our website.
Maintaining a tax risk matrix assists us to identify and monitor
where tax risks may arise. This guides our decision-making, by
focusing our activity on actions required to manage and mitigate
tax risks efficiently and effectively.
Tax risks, tax challenges, interactions with revenue authorities and
other issues are under constant review and reported regularly to
our group CFO and the audit and risk committees. We aspire to
a ‘no surprises’ approach in managing taxes: that is, there should
be no tax surprises at any level – whether in relation to tax costs
to a business, accounting to revenue authorities or supplying
relevant information to stakeholders.
Our tax control framework sets out the operational details for
managing tax risk in accordance with the criteria established in
our tax policy. We implement this framework consistently across
our controlled portfolio and operations, to ensure tax compliance
in all the jurisdictions where we operate. Our tax control
framework is also shared with relevant tax authorities.
All group tax professionals are appropriately skilled for their roles
and are provided with ongoing training. These tax team members
are assisted by reputable external advisers with specialist tax
expertise who provide input for all significant and many other tax
matters, advise on the tax consequences of transactions, review
tax filings and support the group tax team wherever necessary.
The process for the disclosures of any improper conduct or
concerns of wrongdoing is outlined in the group whistleblower
policy and available to all regarding any matter, including tax
behaviours.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 86
Tax continued
Regulatory risk
Managing tax efficiently means effectively managing risk. This
important focus area is another KPI of tax team members. As we
operate in many jurisdictions, tax policy and legislative changes
are an ongoing risk. We need to be aware of impending policy or
legislative changes and be ready to implement these when they
arise. But this also means that we need to constructively engage
with policy-makers and legislators to ensure that our messages
are heard when policies or legislation is changed. Our reputation
as a responsible corporate citizen contributes to us being heard
by these bodies. Where we are able to build relationships of trust,
we do so. We believe that this gives us credibility and will further
enhance our reputation as a taxpayer with integrity.
Naspers continues to provide constructive and reliable feedback
to tax policy-makers and other stakeholders through submissions
to public consultations or direct engagement at national and
international levels.
Level playing field
As a global investor, we subscribe to certain tax policy
fundamentals: we believe it is in the interest of every jurisdiction to
establish a level playing field in which local, regional and global
companies are subject to the same taxes in the countries where
they operate.
In our view, taxes should be fair, balanced and uniform. To create
a level playing field, we believe that taxation of profits and local
tax systems should be governed by a harmonised international
framework. We actively support international efforts led by the
OECD/G20 Inclusive Framework on Base Erosion and Profit
Shifting to develop a global policy to modernise and remove
imbalances from the international tax system. These align with our
approach to where taxes should be paid.
The level playing field will ensure that each business is subject to
the same taxes, irrespective of whether it operates globally,
regionally or locally. We engage in discussions where we believe
we can contribute to ensuring that this harmonised global tax
system with a level tax playing field is created.
Certainty, transparency, fairness, integrity and doing the right thing
– these are fundamentals in our approach to tax management at
Naspers. We want to ensure that we, at all times and in all
jurisdictions, pay the correct and appropriate amount of tax
commensurate with the business operations in that geography
and that we can openly demonstrate this to our stakeholders.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Choosing the right opportunities
and balancing risks
At heart, we are entrepreneurs. We seek to create sustainable value by investing in and
operating leading technological companies that empower people and enrich communities.
87
Our success is driven by our culture in which people – within
clearly defined authority levels – are encouraged to take
decisions that are right for the business and our stakeholders.
We acknowledge that success also depends on how well we
understand and manage risks, so that we can accept them
responsibly: weighing risk for reward.
We are committed to applying principles and best practices
of good governance. Our governance structures, policies and
processes are designed to accomplish this.
How we select the right opportunities and optimise for the
risks we accept
To understand how we create sustainable stakeholder value, we
consider the six capitals transformation model useful. Per the model,
business processes consummate and produce specific capitals
interactively, which capitals are thus transformed through strategy
execution. Value is created (and, created value is preserved) in a
sustainable manner when processes, in transforming the capitals
involved, deliver an overall net positive outcome.
Sustainability elements, being included in the six capitals, are a
primary consideration in setting our strategic priorities. We aim
to achieve net positive capitals transformation both directly,
and indirectly, by strengthening our business to secure our
future performance.
Uncertainty being a given, goal-setting in any business introduces
the element of risk, while unexpected opportunities to benefit from
may also arise. We seek to grow our existing businesses and from
time to time we acquire interests in those with potential for future
growth, which involves a constant evaluation of risks and
opportunities. We expect management to apply a methodical
approach to manage these. At the same time, we promote a
culture in which risk is also well considered in any ad hoc decision
to be made in the day-to-day management of operations. 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.
Applying the six capitals transformation model, risks we
identify and assess present themselves as either potential
overconsumption or underproduction against plan of any of
the capitals in the process of transformation. In contrast, while
executing on our strategy we may also discover opportunities
for increasing efficiency (ie use less than anticipated) or
improving effectiveness (ie produce more than planned) in
any of the capitals and, therefore, by responding well to these
exceed in our performance against priorities and objectives.
Sustainable value
Strategy
execution
Sustainable
value
Net positive
capitals
transformation
The six capitals
Financial
Human
Manufactured
Intellectual
Social
Natural
Key
Materialised risks
Seized opportunities
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Choosing the right opportunities and balancing risks continued
88
How we define roles and responsibilities and monitor risks
Plans and parameters to create value for our stakeholders are
approved and monitored by our board of directors and
supporting governance committees (refer to the overview of
governance on page 99). We acknowledge that our success
depends for a large part on our ability to be agile and move
fast. Therefore, our structure and processes are designed to
drive accountability and to support responsible and sustainable
decision-making at the level in the organisation closest to the
respective issues. Policies, standards and guidelines govern our
risk management and compliance processes.
Significant risks are evaluated at the appropriate level against
tolerance levels considered as acceptable and, together with any
noteworthy developments in the business, reported to the board.
The risk committee assists the board to ensure that risks and
opportunities are governed as intended to achieve desired
outcomes against key priorities and objectives.
Management and the board are accountable for the choices and
decisions we make, how we execute on these, to deliver value in
its broadest definition of the six capitals model, and to maintain
the risk profile regarded as acceptable. Risk tolerance levels are
set top-down, and management is accountable to deliver results
while managing risk within these levels.
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 support functions. Internal
audit is housed centrally to provide management and the board
with independent assurance over risk management processes
and controls.
Review of key events in relation to risks and opportunities
Over the past year, several key events and developments have
demanded our close attention.
1. Absorbing the Russia–Ukraine conflict shock
The invasion of Ukraine by Russian military forces has caused
unprecedented local and global turbulence. We were primarily
concerned with the safety of our Ukraine OLX staff and their
families. We have done everything we can to provide logistical
and financial support on the ground and to facilitate
evacuations. Shortly thereafter, work began to decouple
Avito from OLX Group, which now operates independently
within an overall governance framework that applies to all our
subsidiaries and is an independent Russian entity run by a local
management team and governed by its own board of directors.
Following completion of the operational separation, Prosus has
now decided to exit the Russian business. We have made
public announcements on the measures that we have taken
in that respect. These measures, however necessary, are
having a meaningful impact on our finances, which is
explained elsewhere in this integrated annual report, and we
have been working since to absorb the impact and adjust our
plans based on the new realities. At the same time, indirect
consequences on the global economy such as rising inflation
and interest rates are increasing risk levels for our businesses,
which we are navigating.
Applying a methodical approach
Monitor
Action
Assess
Decide
Avoid
Optimise
Accept
Mitigate
Control
Our key established success factors and primary objectives
steer us in understanding, managing, and monitoring risks.
We assess and evaluate the potential impact of identified
risk factors and decide, based on our goals, if we can
accept (and tolerate) these, both individually and combined,
or, alternatively, if we move to reduce our vulnerability and/
or apply risk mitigation strategies. We then monitor the
effectiveness of our actions and correct them if necessary.
Wherever we find a risk we cannot manage within
acceptable levels, we consider ways to avoid the risk
altogether, for example, by declining an opportunity or by
choosing an exit strategy.
In managing our overall risk profile, we take full advantage
of our (global) scale and diversified portfolio: we are thus
well positioned to spread uncorrelated risks in many ways
and by doing so we achieve effective risk reduction overall.
Depending on the importance and the type of the risks,
active management – optimisation – thereof takes various
shapes and varies in extent:
Control: We implement and operate (automated) control
and monitoring measures that either prevent or detect the
materialisation of a risk at the earliest stage. Whenever
direct controls are considered insufficient, we seek to
operate compensating ones.
Mitigate: Where we can, we seek ways to boost our
resilience to potential risk events (eg by reducing supplier-
related risks and value-chain dependencies, and by
deploying smart cyber-risk mitigating measures). We
furthermore consider ways to share or transfer risk (eg
through contractual arrangements and by buying insurance
cover for insurable risks).
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Choosing the right opportunities and balancing risks continued
2. Engineering financial capital
4. Navigating the Covid-19 pandemic aftermath
89
While in some territories Covid-19 is still a disruptive problem
causing the health and safety of our people to be at risk,
on a global scale, the pandemic is becoming increasingly
manageable. For many of our businesses, this meant that
throughout the year we had to navigate between employees
working from home and organising a transitional return to the
office, while hybrid ways of working and shifting expectations
from employees about remote working have become a trend.
Particularly in the field of technological engineering, people
have embraced the working-from-anywhere concept during the
Covid-19 restrictions, and this has become a factor in recruiting
and retaining scarce technical talent. While we continue to
practice the view that, in general, productivity, innovation and
effective collaboration, employee wellbeing, inclusion and
health, and a shared positive culture are best fostered in an
office environment, we also acknowledge that some changes
compared to pre-Covid-19 will be permanent and are adapting
to that reality and its challenges.
Going forward, we have welcomed and used the opportunity
to support climate action and uphold important reductions in
business travel compared to pre-Covid-19, and, with that,
our contribution to CO2 emissions. Further to this, we have
announced our carbon-neutrality ambitions, which have become
a primary goal, and risks associated with that are closely
managed. Our sustainability efforts are discussed elsewhere
in this report.
Over the year, we have taken advantage of capital markets
tailwinds and, ahead of markets turning, successfully raised over
US$9bn of debt to fund our ambitions. We have continued to
invest meaningful amounts in our businesses to support growth
opportunities and announced several financial investments and
acquisitions, the largest ones being our US$4.7bn acquisition of
BillDesk in India (subject to regulatory approval) and Stack
Overflow (US$1.7bn – in August). We have also completed our
consecutive share repurchase programmes to return cash to our
shareholders. Hardening economic conditions towards the end
of the financial year resulting from the Russia–Ukraine conflict
(see above), as well as evolving shareholder expectations,
intensified our risk awareness and caution in allocating capital.
In this respect, we have also seen that various developments
have caused the discount to grow between our market
capitalisation and the sum of the parts of the value of our
businesses. We consider this a key risk that comes with many
complexities, and this has become a primary focus for us.
3. Dealing with regulation
Ever-increasing global regulation presents both risks and
opportunities. Some regulation and increased activity by
regulators may impact on our operations and growth ambitions
in various territories, particularly in the fields of anti-trust and
foreign direct investment restrictions. Industry regulation by
Chinese authorities has depressed investors’ outlook on
Tencent’s growth prospects. The result of that has been a
considerable drop in its share price and, consequently, in ours.
Notwithstanding, we remain confident in our investment in
Tencent and its outlook.
We have welcomed the recent regulatory developments at the
OECD on the taxing of digital services. We expect will level the
competitive landscape and which we expect will work to our
advantage due to our localised operations and correspondent
tax structure.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Monitoring key risks
As entrepreneurs, our effectiveness in identifying and responding to opportunities
and risks is key to our success.
90
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.
We aim to
• Focus on investments in business models and technologies that hold promise for future growth and have the 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.
Key risks
Measures
to respond to
opportunities and
manage risk
• 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-based 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 internal rate of return and
lead to a decline in the valuation of Naspers.
• Some of our businesses increasingly engage in the provision of credit services to customers.
• 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 be based on the
board’s assessment of key risks in the overall risk profile, including the risk of fraud-related crimes.
• 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, among other aspects, 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.
• 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 our external auditors (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, including responsible investment elements, 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.
• We closely manage and monitor credit risk within tolerable loss ratio parameters.
Changes to risk
to be considered
Global market disruptions and economic downturn with rising inflation and interest rates, mainly as a result of the war in Ukraine and global
political tensions, may impact our ability to grow our businesses and deliver returns for our financial capital providers. In addition, we have
lost the benefits of our Russia-based businesses and operations and have fully impaired our investment in VK.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Monitoring key risks continued
91
Human
capital
We aim to
Key risks
Measures
to respond to
opportunities and
manage risk
We acknowledge that our employees’ competencies, capabilities and experience, as well as their drive and engagement, are key to our
success.
• 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.
• Provide financial and operational support to those employees (and their families) affected by war violence.
• Attract and retain high-calibre 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.
• 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.
• Human rights violations, including unfair 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 the safety of drivers (and the general public) and provide
increased benefits.
• Societal restrictions related to the Covid-19 pandemic have subdued but have taken their toll on employee wellbeing, which is yet to be fully
overcome. In some territories, health and safety in the work environment is still an issue.
• Shifting habits and expectations around hybrid working models demand adaptation and need to be settled.
• Provide ongoing support to our Ukraine-based staff and their families.
• We 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 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.
• 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, among other aspects, 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 (aftermath)
• During the pandemic, our priority has been to maintain the health and safety of our people, and to act responsibly.
• We have managed risks and adhered to government requirements by moving knowledge workers to work predominantly from home, closing
offices where required and limiting occupancy where offices remain open. Where not possible, we have taken additional measures and
maintained social distancing protocols.
• Support materials have been provided to people managers and individuals on working effectively from home.
• We have put restrictions on business travel. We continue to maximise technology and alternative ways of collaboration to reduce pre-Covid-19
travel intensity meaningfully and sustainably.
• 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.
• Where possible, we are now carefully managing a return to the office, with consideration of shifted employee habits and preferences.
Changes to risk
to be considered
The Ukraine war has caused direct safety threats to our local staff and their families. The effect of the global Covid-19 pandemic outbreak
has subdued.
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92
Monitoring key risks continued
Manufactured
capital
Manufactured capital is key to our services and operations. Across the group, manufactured 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.
We aim to
Key risks
Measures
to respond to
opportunities and
manage risk
• Ensure that office buildings, 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.
• Natural or human-induced disaster and political risk.
• Most of our businesses have buildings (eg offices, outlets, warehouses) and various types of IT equipment, office furniture, vehicles and other
assets. 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). More broadly, logistics (upstream from suppliers and downstream to customers) of some of our
companies might be impacted due to storms and localised risks.
• Some of our businesses, especially in the Etail 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.
• The group’s subsidiaries are required to act in line with the group’s good governance guidelines, which, among other aspects, 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 Etail 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.
Changes to risk
to be considered
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.
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93
Monitoring key risks continued
Intellectual
capital
We aim to
Key risks
Intellectual capital (knowledge-based intangibles) includes 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.
• 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.
Measures
to respond to
opportunities and
manage risk
• Consistent with global group policies and in-country legislation, individual businesses directly manage cybersecurity risk and IT operations.
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, in-business CEOs and CFOs sign off on this.
• The group, through the central 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.
• Insofar as economically justifiable, the group expects the business to procure adequate cyber-insurance, which is in place for our larger
businesses and at corporate level.
• Legal functions provide legal advice on cybersecurity and data privacy, communicate 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.
• We have appointed a group head of data privacy, who has implemented a data protection and 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 IP 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.
Changes to risk
to be considered
Increasing investments in online service platforms and data-driven technologies and heightened risk of technology obsolescence or falling
short in building AI/ML solutions for our service and product offering.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
94
Monitoring key risks continued
Social
capital
We aim to
Key risks
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.
• Safeguard the health, safety and wellness of our people.
• 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 think about diversity and inclusion broadly and respect the dignity and human rights of
individuals and communities where the group operates in the world. We promote safe reporting of feedback or issues with our people,
processes and practices.
• Articulate a social impact framework and strategy for Naspers
• We encourage our employees to contribute to the sustainability and innovation initiatives in the group.
• 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, A2X Markets or Euronext Dublin stock exchanges could result in the suspension
of Naspers shares and bonds from trading.
• Negative impact as a result of our business operations or products in societies in which we operate.
• Regulatory requirements in relation to governance are well established globally and regulation of environmental and social topics is on the rise.
• 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 communications technology (ICT) is slow to develop, and uptake as well, due to specific in-country
constraints.
• Perception of inaction on community investments for social impact can lead to reputational damage.
Measures
to respond to
opportunities and
manage risk
• Our associates and investees 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 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 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 Speak Up facility available to 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 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.
• The company secretary manages compliance with stock exchanges’ rules where Naspers securities are traded, including required
submissions of reports and updates.
• 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 runs crisis-simulation exercises from time to time.
• The sustainability team monitors applicable requirements and assists businesses where required – for example 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 subsidiaries.
• 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.
• We develop and use AI, among other aspects, to counter fraud and platform abuse.
• We operate a legal compliance programme, focusing, among other aspects, on bribery and corruption and anti-money-laundering. We
implement specific controls, such as diligent know-your-customer (KYC) processes and fraud detection.
• Consistent and robust disclosures on outcomes of social impact programmes.
Changes to risk
to be considered
No change.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
95
Monitoring key risks continued
Natural
capital
The environmental impact of our businesses is central to our ability to create sustainable value.
As a digital technology group, our businesses are software-driven, asset-light and low-carbon, reflecting the carbon profile of this sector.
Applying our principle of ‘solving for local needs’, we support our portfolio companies to identify and manage risks and pursue opportunities
in the context of local operating environments.
However, 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.
We aim to
Key risks
Measures
to respond to
opportunities and
manage risk
• Enhance the environmental performance of our businesses by applying a standardised approach.
• Take climate action by reducing our corporate and group GHG footprint and decouple our operations and businesses from fossil fuel use.
• Minimise our impact on the environment, and address emission hot spots such as delivery transportation and packaging waste.
• Comply with laws and regulations that relate to the environment.
• Invest in high-growth markets and credible sustainable products and services that may offer new revenue streams.
• We assess the potential risks from factors, including: legal or regulatory processes; fees, such as emission fees; financial impact, such as
insurance terms and conditions; reputational damage, company image and relationships with stakeholders; and changing customer and
employee preferences.
• Many of our businesses operate in high-growth markets and regions that are most vulnerable to the physical risks presented by climate
change. These include extreme weather events ranging from drought to flooding, triggering climate disasters on an increasing frequency.
These could adversely impact from our employees to our customers in the communities where our businesses operate.
• For instance, floods in South Africa impacting communities, to high temperatures disrupting the work of our delivery partners in Brazil and
India.
• The IT sector is poised to exceed 2% of global GHG emissions, driven by data centre reliance.
• Our food delivery and etail businesses are navigating rising concerns about waste and pollution from packaging with a lack of uniform
regulatory environment to create a level playing field across boundaries.
• Growing body of disclosure regulations and standards.
• Increasing scrutiny and changing expectations from investors, lenders, regulators and other market participants on ESG brings additional
disclosure obligations and risks of adverse reputational impact that could limit access to capital.
• Expansion of the OLX business to include used-car trade on the platform can lead to a perception of a significant increase in the carbon
footprint of the business.
• Substantial increase in pricing of carbon credits (doubled in 12 months).
• Continue to keep asset-light, digital businesses at the heart of our investment thesis, which reduces physical risks to operations and builds
climate-resilient companies with a lower carbon footprint compared with traditional business sectors.
• All our businesses are required to adhere to our group sustainability policy and assess the extent to which natural capital may significantly
affect current or future operations.
• Setting a science-based net-zero target that will drive the reduction of our operational footprint and engaging with our portfolio companies to
set their own science-based targets.
• Implementation of carbon reduction initiatives, through the use of energy-efficient offices, operations and fleets. Continue to maximise
technology and alternative ways of collaboration to reduce pre-Covid travel intensity meaningfully and sustainably.
• On issues such as waste, water and biodiversity, we review investees’ activities on a case-by-case basis for issues and potential remedies
relevant to their specific business model and operating context.
• Deepen our understanding by quantifying how digitisation can help users transition to low carbon consumption patterns. In FY23, we will
conduct a comparative assessment (LCA) to help us quantify the impact of digital payment services compared with offline, analogue and
physical financial services.
• Our food delivery businesses are committed to addressing packaging waste through reducing single-use plastic and promoting sustainable
packaging.
• Call for a comprehensive, circular global policy response to ensure scalable solutions for single-use plastic.
• Advocate for responsible selection of suppliers for cloud services and discourage ownership of inefficient data centres by group companies.
• We are also implementing a project at OLX to further understand and substantiate the opportunity for digital platforms for the used-car trade
to contribute to the reduction of GHG emissions from cars.
• Continuously monitor for upcoming ESG regulations.
• Compliance with environmental laws and regulations.
• See our TCFD report and CDP submission for detailed disclosures of risk and opportunities associated with climate-related risks.
• Shifting approach from offsetting emissions to absolute reductions will mitigate risk of price increases in the carbon market.
Changes to risk
to be considered
• Though climate risk is low for the group, with the rapidly evolving market expectations on climate action and disclosures there may be a
movement on either regulation/policy or physical risks to operations.
• The nature of material environmental impacts, and how to define them, can vary between companies, leading to changes in the level of risk
in their own business and operating models. For example, there is a higher physical risk to the food delivery business in India with extreme
temperatures disrupting delivery operations.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Governance
96
97 Group structure
99 Overview of governance
103 Our board
106 The board and its committees
110 Report of the audit committee
115 Report of the risk committee
116 Report of the social, ethics and sustainability committee
117 Report of the nominations committee
118 Report of the human resources and remuneration committee
119 Remuneration report
148 About this report
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsFurther informationNaspers integrated annual report 2022 97
Group structure
Introduction
Established in 1915, Naspers has transformed itself to become
a global consumer internet company and one of the larger
technology investors in the world. Through Prosus, the group
operates and invests globally in 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 (JSE), Johannesburg’s stock exchange and A2X Markets in
South Africa. Naspers is the majority owner of Prosus.
In South Africa, Naspers is one of the foremost investors in the
technology sector and is committed to building its internet and
ecommerce companies in the country. These include Takealot.
com, Mr D Food, Superbalist, OLX, AutoTrader, Property24 and
PayU, in addition to Media24, South Africa’s leading print and
digital media business.
Listing and regulatory environment
Naspers has its primary listing on the JSE’s stock exchange (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
which trades on an over-the-counter (OTC) basis in the 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
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.
Right to hold and transfer shares
Naspers‘s memorandum of incorporation places no limitations on
the right to hold or transfer N ordinary shares (listed). There are
no limitations on the right to hold or exercise voting rights on these
shares imposed by South African law.
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; MTG in Sweden; Daily Mail and
General Trust in the UK; JD.Com and Alibaba in China; and
Alphabet (Google), Meta, LinkedIn, 21st Century Fox, News
Corporation, Discovery, Liberty Global, Snap Inc, Zillow and
Zynga in the US.
In recent times, many internet and tech companies in particular
have implemented similar structures.
Shareholding structure1
0.07%
(0.01%)
0.04%
(0.01%)
0.03%
(0.00%)
Naspers
Beleggings
(RF) Limited
0.39%
6.11%
Keeromstraat
30 Beleggings
(RF) Limited
Free float of
unlisted shares
Free float of
listed shares
33.82%
(0.02%)
49%
Heemstede
Beleggings
Proprietary
Limited
21.20%
(0.01%)
13.80%
(0.01%)
15.44%
(50.11%)
100%
Naspers
Limited
73.60%2
(42.29%)
15.36%
(49.86%)
Prosus N.V.
Free float of
listed shares
26.26%
(57.69%)
1 Economic interest shown in brackets where different from voting interest. Voting interest calculated in accordance with the South African Companies Act, 2008.
2 This includes the ordinary shares B held by Naspers.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Group structure continued
98
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. As at 31 March 2022, 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 2022, there are
961 193 A shares in issue.
A majority of A class ordinary shares are held by two companies
that together comprise the control structure of Naspers.
Keeromstraat 30 Beleggings (RF) Limited (Keerom) and Naspers
Beleggings (RF) Limited (Nasbel) 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 2 826 shareholders as at 31 March 2022 and its
constitutional documents provide that no shareholder is entitled
to exercise more than 50 votes regardless of shareholding which
represents 0.39% control.
Nasbel has 2 594 shareholders as at 31 March 2022, one of
which is Heemstede Beleggings Proprietary Limited (Heemstede)
(a wholly owned subsidiary of Naspers) that holds 49% of the
shares in Nasbel.
The boards of directors of Keerom and Nasbel operate
independently.
Cross-holding agreement
Naspers and Prosus entered into a cross-holding agreement to
regulate their relationship following Prosus’s acquisition of around
49.86% economic interest in Naspers’s listed shares to give
shareholders certainty that the full extent of Prosus free-float
shareholders’ effective economic interest in the underlying Prosus
portfolio in distributions will be paid directly and efficiently at the
Prosus level.
In terms of this cross-holding agreement, Prosus free-float
shareholders’ effective economic interest in the underlying Prosus
portfolio (the Prosus free-float’s effective economic interest) is
57.69% (larger than the 39.72% Prosus free-float direct holding of
Prosus ordinary shares N). The Naspers free-float shareholders’
effective economic interest in the underlying Prosus portfolio (the
Naspers free-float’s effective economic interest) is 42.29%.
To ensure efficient and effective ongoing interaction between
Prosus and Naspers, distributions are made on a ‘terminal
economic value’ basis. This provides shareholders with certainty
that the full extent of the Prosus free-float’s effective economic
interest in distributions is paid directly and efficiently at the Prosus
level. The term ‘terminal economic value’, refers to a terminal
(ie effective) economic value distribution that requires that both
Naspers and Prosus free-float shareholders receive distributions
based on their ultimate underlying interests in the group as if a
distribution had been made continuously a number of times
through the cross-holding.
A terminal (ie effective) economic value distribution requires that
both Naspers and Prosus free-float shareholders receive their
ultimate underlying interests. This means that Naspers will
automatically distribute any distribution it receives from Prosus
under the cross-holding agreement to its free-float shareholders
and Prosus waives in advance any entitlement to the onward
distribution declared by Naspers.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Overview of governance
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 responsibilities and
to act in its corporate interest.
The audit and risk committees of the board monitor compliance
with the JSE and the Euronext Dublin requirements applicable to
the Prosus bonds listed on that exchange.
The board’s projects, audit, risk, human resources and
remuneration, nominations, 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.
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 (the
code), 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.
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 are required to
comply with applicable laws and regulations. A risk-based legal
compliance programme (including anti-bribery and anti-corruption)
has been implemented as per this framework in all subsidiaries.
99
In applying our capital allocation strategy, we look very carefully
at the risks relating to the countries and sectors in which we invest.
We undertake a review of potential investees 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 investees, but also
covers legal (including IP, 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 investees. More recently, for
acquisitions of majority ownership stakes in larger businesses,
we formally assess 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 require them to
do so. The governance frameworks of investees 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. For a discussion of our approach to
responsible investments, please see pages 16 to 18.
Our largest investees, many of which are of significant size,
have adopted their own appropriate governance standards.
A number of these companies have listings on leading stock
exchanges 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, 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 associates through
training 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.
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
subsidiaries in the group are required to subscribe to the
principles of King IV. Business and governance structures
have clear approval frameworks.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Overview of governance continued
100
The group has a governance committee comprising the segment
chief executive officers, chief financial officers of Naspers and
Prosus, Takealot.com and Media24, as well as the group company
secretary, group general counsel, group head of risk and audit,
global head of sustainability, global head of governance and
global ethics and compliance lead. The committee was tasked
to ensure the group’s governance structures and framework are
employed across the consolidated entities in the group during the
financial year.
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 2022.
All board and board committee charters and policies are aligned
with the South African Companies Act, 2008 (Companies Act)
requirements, 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.
Governance and progress are monitored by the audit and risk
committees and reported to the board.
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.
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 continued 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.
Details of choosing the right opportunities and balancing risks
(including principal risks) appear on pages 87 to 96 of the
integrated annual report. Furthermore, the board’s responsibility
statement on risk management appears on page 115 of the
integrated annual report.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 101
Internal controls, risk and audit
Internal control systems
Our system of internal controls aims to prevent or detect material
risks and to mitigate material 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 2022. 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 financial reporting, no major failings
have occurred to the knowledge of the directors and therefore
the directors are of the opinion that these systems provide
reasonable assurance that the financial reporting does not
contain material inaccuracies.
Overview of governance continued
Focus areas this year
Focus areas for the 2022 financial 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, remained focus areas
along with sustainability.
We updated and enhanced multiple key group policies,
including the code and the Speak Up policy.
Following approval at a special general meeting in July
2021, the voluntary share exchange offer by Prosus to
Naspers shareholders was implemented. More detail
regarding the structure of the group following the share
exchange offer can be found on page 162 of the integrated
annual report.
Following this, Prosus launched a repurchase programme
of up to US$5bn to buy back ordinary shares N from its
free-float shareholders.
On 14 January 2022, Naspers delisted its American
Depository Shares (ADSs) from the London Stock Exchange.
Following the delisting, the ADR programme continues
with the trading of the ADSs via Naspers’s existing level 1
ADR programme operated by Bank of New York Mellon.
Naspers monitored the level of trading in ADSs on the
LSE for several years: the number of ADSs being traded
on the LSE was minimal compared to the level of trading
on the US OTC market. Therefore, we believed that the
administrative costs and continued obligations in
connection with maintaining the listing of ADSs on the
LSE were no longer to the benefit of Naspers and its
shareholders.
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, 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 adopting
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.
For more information on the group’s strategic approach,
please refer to page 11 of the integrated annual report.
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102
Risk and audit
A central risk and audit function is in place for the group and
provides independent, objective assurance and risk support
services in relation to the system of risk management and internal
control to help management preserve and create sustainable
value. The head of risk and audit reports to the chair of the audit
committee, with administrative reporting to the financial director.
The function’s core competency lies in risk-based technology
and business process assurance work. Through its specialised
cybersecurity team, risk and audit also supports our businesses to
continuously enhance their technology and cyber-capabilities to
ensure resilient and secure platforms in response to evolving
cyber-risks.
A broad range of public communication channels (including
stock exchange news services, corporate websites, 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.
The risk and audit function operates in conformance with the
International Professional Practice Framework of the Institute of
Internal Auditors and, in line with these, submits itself regularly to
an external quality review.
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.
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
• provide services that are prohibited under applicable
independence standards, or
• serve in an advocacy role for the company.
Relations with shareholders and investors
Investor relations
Naspers‘s investor relations policy (refer to www.naspers.com)
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 in 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.
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.
The board encourages shareholders to attend the 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.
The company’s website provides the latest and historical financial
and other information, including financial reports.
Annual general meeting
Naspers held its 107th annual general meeting in August 2021.
Shareholders were encouraged to attend the annual general
meeting and to ask questions at or in advance of the meeting.
In 2022, Naspers will 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 the board
committees, the chief executive, chief financial officer and
chairs of our board committees will attend this 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 103
Our board
A Audit committee
R Risk committee
S Social, ethics and sustainability committee
P Project committee
N Nominations committee
H Human resources and remuneration committee
Executive
Non-executive
Independent non-executive
* Chair
P*
H
N
P
R
S
P
R
S
Koos Bekker
69, male, South African and Dutch
Non-executive chair
Bob van Dijk
49, male, Dutch
Chief executive and executive director
Basil Sgourdos
52, male, South African and Greek
Financial director and executive director
Date of first appointment
Date of last appointment
17 April 2015
Date of first appointment
1 April 2014
Date of first appointment
23 August 2019
Date of last appointment
29 August 2014
Date of last appointment
1 July 2014
29 August 2014
Koos Bekker is the non-executive chair of the board.
He led the founding team of M-Net/MultiChoice
pay-television and later its international expansion. He
was a founder of MTN, the African mobile telecoms
group. From 1997, as chief executive of Naspers, he
headed the group’s transition to the internet. In 2015
he was appointed chair of the board. He holds a
BAHons and honorary doctorate in commerce from
Stellenbosch University, an LLB from the University of
the Witwatersrand and an MBA from Columbia
University, New York.
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. 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 appointment as financial director of
Naspers. 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.
N
R
H
Sharmistha Dubey
51, female, American
Independent non-executive director
Date of first appointment
Date of last appointment
1 April 2022
1 April 2022
Sharmistha Dubey is currently a board member and
member of the compensation committee and
nominations and governance committee for Fortive
Corporation. She is also a board member for Match
Group. Sharmistha has recently stepped down as
CEO and president for Match Group, where she was
responsible for overseeing growth of the portfolio of
brands including Tinder, Match, Meetic, OkCupid,
Hinge, Pairs, Plenty of Fish, and OurTime. Sharmistha
holds an undergraduate degree in engineering from
the Indian Institute of Technology and an MSc in
engineering from Ohio State University, USA (1996).
Hendrik du Toit
60, male, South African and British
Non-executive director and lead
independent director
Emilie Choi
43, female, American
Resigned
Date of first appointment
Date of first appointment
Date of last appointment
1 April 2016
Resigned with effect from
25 August 2021
21 April 2017
26 August 2021
Hendrik du Toit is a non-executive director and our
lead independent director. He 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.
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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Our board continued
H*
N
A
104
P
N*
S
R
Craig Enenstein
53, male, American
Independent non-executive director
Manisha Girotra
52, female, Indian
Independent non-executive director
Rachel Jafta
61, female, South African
Independent non-executive director
Date of first appointment
Date of last appointment
16 October 2013
Date of first appointment
1 October 2019
Date of first appointment
25 August 2021
Date of last appointment
21 August 2020
Date of last appointment
23 October 2003
21 August 2020
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, an MA in
international studies from the Lauder Institute,
University of Pennsylvania and a BA from the
University of California, Berkeley.
Manisha Girotra is an independent non-executive
director. She is the chief executive officer of Moelis
India. She has over 30 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 Mindspace REIT. She holds a BAHons
in economics from St Stephen’s College, India and
a masters in economics from the Delhi School
of Economics.
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 nominations
committee. She is also a director of Naspers
Beleggings (RF) Limited. She holds an MEcon and
a PhD from the University of Stellenbosch.
A
R
S
S*
Angelien Kemna
64, female, Dutch
Independent non-executive director
Nolo Letele
72, male, South African
Non-executive director
Debra Meyer
55, female, South African
Independent non-executive director
Date of first appointment
Date of last appointment
15 April 2021
15 April 2021
Date of first appointment
Date of last appointment
22 November 2013
Date of first appointment
25 August 2021
Date of last appointment
25 November 2009
23 August 2019
Angelien Kemna is an independent non-executive
director. She 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).
Nolo Letele is a non-executive director. He joined
M-Net in 1990 and pioneered MultiChoice’s
expansion into Africa. In 1999, he led MultiChoice
as chief executive officer for 11 years, and then as
executive chair for another 10 years. He stepped
down as chair with effect from 1 December 2021.
He pioneered the highly successful Phuthuma Nathi
scheme, which has brought financial empowerment to
black people. He has won several awards, the most
notable being the Lifetime Africa Achievement Prize
for media development in Africa (Millennium
Excellence Foundation). He is a chartered engineer
and member of the IEE. He holds a BScHons in
electronic engineering from the University of
Southampton.
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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 105
Our board continued
H
N
P
A*
R*
P
Roberto Oliveira de Lima
71, male, Brazilian
Independent non-executive director
Steve Pacak
67, male, South African
Non-executive director
Mark Sorour
60, male, South African
Non-executive director
Date of first appointment
Date of last appointment
16 October 2013
Date of first appointment
15 January 2015
Date of first appointment
25 August 2021
Date of last appointment
23 August 2019
Date of last appointment
15 January 2015
21 August 2020
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 and holds a BCom and DipAcc from the
University of KwaZulu-Natal.
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 S.A.
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 MA in
business management from Fundação Getúlio Vargas
in Brazil and an MA from Institut Superieur des Affaires
at Jouy en Josas, France.
S
S
Cobus Stofberg
71, male, South African
Non-executive director
Date of first appointment
Date of last appointment
Ben van der Ross
75, male, South African
Independent non-executive director
Ying Xu
58, female, Chinese
Independent non-executive director
16 October 2013
Date of first appointment
12 February 1999
Date of first appointment
23 August 2019
Resigned with effect from
1 April 2022
Date of last appointment
26 June 2020
21 August 2020
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.
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.
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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 106
The board and its committees
Composition
Details of directors at 31 March 2022 are set out on pages 103 to
105 of the integrated annual report.
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 independent non-executive
directors and are 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.
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 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.
As set out in the board diversity policy, the board 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.
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.
Directors’ classification1
Age of directors2
Chair
Executive director
Non-independent
non-executive director
Independent
non-executive director
1 Determined in accordance with King IV.
Gender diversity
Female
2022
2021
2020
Male
2022
2021
2020
Tenure as a director3
0–2 years
3–4 years
5–6 years
7–9 years
>9 years
3 The average tenure of directors is eight years.
1
2
4
9
5
5
4
11
12
13
3
0
1
9
3
Younger than 50 years
Between 50 and 60 years
Between 60 and 70 years
Older than 70
2 There is a standard deviation of 8.3 years between the ages of directors.
Racial diversity
Black people
2022
2021
2020
1
5
6
4
4
4
5
Other: Local
Other: International
2022
2021
2020
6
7
7
Nationalities3
6
6
5
10
2
1
1
1
1
South African
Dutch
US
Brazilian
Indian
Chinese
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 The board and its committees continued
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
annual review of board effectiveness.
Roles and responsibilities
The board
The board is responsible for the continuity of the company and
its affiliated enterprises. The board focuses on long-term value
creation of the company and its affiliated enterprises and
considers the stakeholder interests that are relevant in this context.
The board serves as the focal point and custodian of corporate
governance and is responsible for the corporate governance of
the company, including: (i) determining what business we are
building, what we offer users and key objectives; and (ii) 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, leading by example, and monitoring
implementation to make the required disclosures on incorporation,
compliance and effectiveness.
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 group performance by steering and providing strategic
direction to the company and ongoing oversight of the
implementation of the strategy and business plan.
A charter setting out its responsibilities can be found at
www.naspers.com/about/policies.
The chair
The chair, Koos Bekker, is a non-executive director.
The responsibilities of the chair are set out in the board charter
and include, among others:
• 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 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.
• Monitoring how the board works together and how individual
directors perform and interact at meetings. The chair meets with
directors annually to evaluate their performance.
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.
107
The functions and responsibilities of the chief executive are set out
in the board charter and include, among others:
• 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.
Lead independent 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 lead independent director are set out
in the board charter and include, among others:
• Dealing with shareholders’ concerns where contact through
the normal channels has failed to resolve them, 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.
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
The group 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 as 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.
As required by JSE Listings Requirement 3.84(h), the board has
determined that the company secretary, an admitted attorney with
over 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 The board and its committees continued
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. 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 to ensure
integrated thinking. As contemplated in the memorandum of
incorporation and our insurance programme, indemnities have
been issued by Naspers to its directors.
Board committees
The board has constituted six committees from among the
directors to assist it to discharge its duties: an audit committee,
a risk committee, a social, ethics and sustainability committee, a
nominations committee, a human resources and remuneration
committee and a projects committee.
Each committee acts within agreed, written terms of reference.
The chair of each committee reports at each scheduled
board meeting.
The chairs of the audit, risk, social, ethics and sustainability, human
resources and remuneration, and nominations 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 below 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 of the integrated annual report.
Audit committee
The audit committee seeks to support the board in assessing
the integrity of the group’s financial reporting and by providing
constructive challenges and oversight of the group’s activities
and of its audit functions. It comprises a majority of independent
non-executive directors and is chaired by Steve Pacak, a non-
executive director. The board considers Steve to be independent
of mind and judgement in his conduct as chair of the committee.
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 is chaired by Steve
Pacak.
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
for the group, taking into account specific disclosures and best
practice as recommended by King IV.
108
The committee comprises a majority of independent non-
executive directors, the chief executive, the financial director
(alternate member) and the chief executive of Media24. It is
chaired by Debra Meyer.
Nominations committee
The nominations 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.
The committee comprises a minimum of three non-executive
directors, the majority of whom are independent. It is chaired by
Rachel Jafta.
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.
Projects committee
The projects committee is an ad hoc committee acting 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.
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,
is 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 FY22 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 their 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.
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 results of the board
evaluation indicated that board members, collectively and
individually, effectively discharged their governance roles. There
were no remedial actions identified.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 109
Refer to note 43 ‘Related party transactions and balances’ on
page 168 of the consolidated financial statements, which sets out
the details of all related party transactions and balances.
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 continually.
The board and its committees continued
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
candidates 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
annually. Declaration of directors’ interests is a standing item 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 deliberation and 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.
Directors
JP Bekker*
B van Dijk
V Sgourdos
EM Choi1
HJ du Toit
CL Enenstein
DG Eriksson2
M Girotra
RCC Jafta3
AGZ Kemna4
FLN Letele
D Meyer
R Oliveira de Lima
SJZ Pacak5
MR Sorour
JDT Stofberg
BJ van der Ross6
Y Xu
MI Davidson
Total meetings
Board
Audit committee
Risk committee
Social, ethics and
sustainability
committee
Nominations
committee
Human resources
and remuneration
committee
Projects committee
10
10
10
7
10
10
–
7
10
9
10
9
10
10
10
10
10
10
10
5
4
1
–
5
4
–
3
1
4
4*
5*
4
5
3
3
–
3
2
3*
3
3
2
3
4
4
4
4*
4
4
5
3
5*
5
5
–*
–
–
–
–
–
–
* Chair.
1 Resigned as a director with effect from 26 August 2021.
2 Retired as a director with effect from 1 April 2021.
3 Resigned from the audit committee with effect from 25 August 2021.
4 Appointed as a director and to the audit committee with effect from 15 April 2021
and appointed to the risk committee with effect from 9 September 2021.
5 Appointed as chair of the audit committee with effect from 1 April 2021.
6 Retired as a director with effect from 1 April 2022.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 110
Report of the audit committee
Members of the committee
• SJZ Pacak (chair)1
• M Girotra
• RCC Jafta2
• AGZ Kemna3
I am pleased to present the report of the audit committee for the
year ended 31 March 2022.
The committee submits this report, as required by section 94 of the
South African Companies Act 71 of 2008 (the Act).
Composition and attendance
This committee comprises independent non-executive directors.
Don Eriksson retired as a board member with effect from 1 April
2021 and Steve Pacak was appointed as chair of this committee.
All members are financially literate and have business and
financial acumen. The committee held four meetings during the
past financial year. The chief executive and financial director
attend committee meetings by invitation.
The names of members in office during the financial year and
details of meetings attended by each member are shown on
page 109 of the integrated annual report.
The committee has unrestricted access to company information
falling within its mandate and will liaise with management on the
information it requires to carry out its responsibilities. Both internal
and external auditors have unrestricted access to the committee.
The internal and external auditors also have the opportunity at
two meetings per year to report to the committee in the absence
of management, or when appropriate to do so.
The chair of the board is not a member of the committee but
may attend meetings by invitation. Board members are entitled
to attend committee meetings as observers. However, non-
committee members are not entitled to participate without the
consent of the chair, do not have a vote and are not entitled to
fees for attendance.
Responsibilities
The functions and responsibilities of the committee are set out
in the audit committee charter and include, among others:
• Review and approve for presentation to and approval by the
board, the company’s integrated annual report, including
non-executive director reports, financial statements, interim
reports and consolidated financial statements, and any other
company press releases with material financial or internal
control impacts.
• Annually review external audit and disclose the committee’s
views on the quality of the external audit and independence,
when required, with reference to audit quality indicators such
as those that may be included in inspection reports issued by
external audit regulators.
• Based on the information provided by the various assurance
providers, evaluate the effectiveness of internal financial controls.
Key focus areas during the year
During the financial year, the committee focused on:
• Discharging its functions in terms of its charter.
• Assessing the impact of the changes to accounting standards.
• Mandatory audit firm rotation.
• Ensuring group reporting meets JSE Listings Requirements and
any other requirements which arise due to Naspers’s listings.
• Assessing the economic impact of the war in Ukraine on
the group.
• Engage with the JSE in terms of the proactive monitoring of
financial statements.
• Reviewing and approving the new US dollar and euro notes
issued in both July 2021 and January 2022.
• Continued implementation of the King IV recommendations.
Financial statement reporting issues
The committee’s main responsibility for the group’s financial
reporting is to review, with both management and the external
auditor, the appropriateness of the group’s consolidated financial
statements with its primary focus on the following:
• The quality and acceptability of accounting policies and
practices.
• Material areas where significant judgements have been made,
along with any significant assumptions or estimates, or where
significant issues have been discussed with or challenged by
the external auditor.
• An assessment of whether the consolidated and company
financial statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for
shareholders to assess the group’s position and performance,
business model and strategy.
The significant judgements and issues and conclusions reached/
actions taken by the committee in relation to the 2022 financial
statements are outlined on page 21 of the consolidated and
company financial statements. The significant judgements and
issues are broadly comparable in nature to prior years. Each of
these matters was discussed with the external auditor and, where
appropriate, has been addressed as a key audit matter in the
report of the audit committee on page 112 of the integrated
annual report.
Internal audit
The committee has oversight of the consolidated and company
financial statements and reporting process, including the system
of internal financial control. It is responsible for ensuring that
the group’s risk and audit function is independent and has the
necessary resources, standing and authority in the organisation
to discharge its duties.
The committee oversees cooperation between internal and
external auditors, and serves as a link between the board of
directors and these functions. The head of risk and audit reports
functionally to the chair of the committee and administratively to
the financial director. An assessment of the effectiveness of the
risk and audit function, as well as the head of risk and audit, is
performed annually by the committee. Based on the assessment,
the committee is of the opinion that the risk and audit function,
as well as the head of risk and audit, is effective.
Appointed as the chair of the committee with effect from 1 April 2021.
1
2 Resigned with effect from 25 August 2021.
3 Appointed with effect from 15 April 2021.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Report of the audit committee continued
Effectiveness of the company’s internal financial controls
The committee reports to the board that it is of the opinion that,
based on enquiries made and the reports from the internal and
external auditors, the internal financial controls of the company
and its investments are effective. Although the committee was
apprised of certain areas in which control improvements are
recommended, have started or have been completed, after
consideration it is of the opinion that none of these imply a
material weakness in financial control of the company and its
subsidiaries for the year under review.
Independence and effectiveness of the external auditor
PricewaterhouseCoopers Inc. (PwC) was reappointed as auditor
of the company until the next annual general meeting. PwC has
been the auditor of Naspers for 106 years. The committee
believes that the auditor has observed the highest level of
business and professional ethics. The committee is satisfied that
the auditor has at all times acted with unimpaired independence.
Details of fees paid to the external auditor are disclosed in note
15 to the financial statements on page 82.
All non-audit services were approved by the committee during the
current financial year in accordance with the board-approved
policy on non-audit services performed by the external auditor.
The partner responsible for the audit is required to rotate every
five years. The committee meets with the auditor independently
of senior management.
During the year, the audit committee reviewed the representations
by the external auditor and, after conducting its own review,
confirmed the independence of the auditor. The quality of the
external audit was reviewed, focusing on a range of factors
considered relevant to audit quality and feedback from PwC
on their performance against their own objectives, and the
committee concluded the external audit to be satisfactory.
It was confirmed that no unresolved issues of concern exist
between the group and the external auditor.
111
Auditor rotation
Following an extensive tender process under leadership of the
committee, the company announced its proposal to appoint
Deloitte as the company’s new auditor for a term of four years
starting 1 April 2023.
At the start of the tender process, a number of selection
criteria were defined, including: the proposed audit team, the
organisation of the audit team, the technical consultation process,
the audit approach, fee structure, flexibility and ability to respond
to a changing environment, the transition plan, reputation and
credentials and ability to mobilise relevant expertise and
resources. The tender process included site visits to the most
important markets and workshops with the group functions and
business groups, which provided the opportunity to evaluate who
the next auditor should be. These impressions, together with a
comparison of the written tender offers, followed by presentations
to the executive directors, senior management and members of
the committee, led to a decision by the board to propose and
recommend the appointment of Deloitte to the shareholders.
The decisive factors to recommend Deloitte were the consistent
strong performance of the proposed team, the best perceived
integrated audit approach and competitive fee proposal. The
company’s current auditor will remain in function until the
conclusion of the audit for the 2023 financial year.
Confidential meetings
Audit committee agendas provide for confidential meetings
between committee members and the internal and external
auditors.
Expertise and experience of the financial director and the
finance function
As required by JSE Listings Requirement 3.84(h), the committee
has satisfied itself that the financial director has appropriate
expertise and experience. In addition, the committee satisfied
itself that the composition, experience and skill set of the finance
function met the group’s requirements.
Based on an assessment performed annually, the committee is
of the opinion that the finance function, as well as the financial
director, is effective.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Report of the audit committee continued
Key audit matter
Conclusions reached/actions taken
112
The committee acknowledged the complexity related to the share exchange
transaction and reviewed the accounting, assumptions, judgements and disclosure
of the share exchange transaction in the annual financial statements.
The committee concluded that that accounting and disclosure of share exchange
transaction in the consolidated annual financial statements is appropriate.
The committee was satisfied with the adjustments made and the critical
judgements applied by management.
The committee received feedback from the group’s representatives on the
committees of Tencent and other significant equity-accounted investments. The
committee reviewed the reporting of the contribution of equity-accounted
investments to the group’s results and financial position as part of their review of
the consolidated annual financial statements. In addition, the committee received
reporting from management on significant transactions related to equity accounted
investments (ie dividends and disposals), the significant lag-period adjustments
and/or adjustments made to the underlying results of investees to align the
investees’ accounting policies to those of the group.
The committee acknowledged the complexity related to the judgement and
complexity involved in performing the purchase price allocations, specifically the
underlying estimates involved in forecasting cash flows and other significant
assumptions used in the valuation.
The committee concluded that that accounting and disclosure of the purchase
price allocation and valuation identified assets and liabilities of in the consolidated
annual financial statements is appropriate.
Based on this, the committee was satisfied with the adjustments made and the
critical judgements applied by management.
Accounting for the voluntary share exchange transaction
Following the approval by an extraordinary general meeting of shareholders in July
2021, the group executed a voluntary share exchange transaction, whereby newly
issued Prosus N ordinary shares were exchanged for Naspers N ordinary shares,
resulting in Prosus holding 45.8% of the Naspers N ordinary shares coupled with the
3.7% previously acquired as part of the share repurchase programme in June 2021
a combined interest of 49.5%. This represented a 49.9% economic interest in
Naspers.
A cross-holding agreement was concluded between Naspers and Prosus that
arranged future distributions by Prosus and Naspers through a waiver by Prosus of
its entitlement to distributions that originates from Prosus on the Naspers shares
that it holds.
On the date of the transaction, Prosus recognised a fair value through other
comprehensive income (FVOCI) investment amounting to US$385m representing
the sum of the parts of the underlying components of its residual interest in the
Naspers group.
Under the cross-holding agreement, and embedded in the articles of association,
Naspers has waived its entitlement to distributions from Prosus for a calculated
number of the N ordinary shares it holds in Prosus. These represent the portion of
the Prosus N ordinary shares that Prosus indirectly owns in itself and have been
excluded from the weighted average number of shares in the earnings per share
calculation, since these shares do not have an economic interest in the earnings of
the group.
Based on these distribution rights above, Naspers holds an economic interest in
Prosus of 42.3% as at 31 March 2022.
Management applied significant judgement in determining the accounting for the
transaction, the valuation of Prosus’s residual interest in Naspers and the earnings
per share information considering the cross-holding arrangement.
The accounting for the voluntary share exchange transaction was considered as a
significant reporting matter due to the complexity of the transaction, the magnitude
of the amounts involved, and the significant judgements applied by management in
the accounting for the transaction.
Accounting for the equity-accounted investments in Tencent Holdings Limited
(Tencent)
Equity-accounted investments (refer to notes 10 and 11) are significant to the
consolidated annual financial statements and the group is required to make certain
adjustments to the underlying results of investees in respect of any significant
transactions that occur between the investees’ year-ends and 31 March.
These adjustments require the exercise of critical management judgement and are
significant in terms of magnitude.
Accounting for the group’s investment in Tencent was a significant matter due to the
significant contribution of the entity to the consolidated results of the group and the
fact that Tencent has a year-end that is not coterminous with that of the group.
Furthermore, during April 2021, the group sold 2% of Tencent’s issued share capital
resulting in a gain on partial disposal of US$12.3bn. Also in December 2021,
Tencent declared a special interim dividend in the form of shares in JD.com which
was distributed on 25 March 2022.
For further information refer to note 2 and note 10.
Valuation of intangible assets arising as a result of acquisitions
The group concluded acquisitions of subsidiaries and associates throughout the
year, most notably the acquisition of 100% interest in Stack Overflow for a
consideration of US$1.7bn and the acquisition of an additional interest in associate
Delivery Hero of 6.3% for US$2.5bn.
In accordance with IFRS 3 Business Combinations and IAS 28 Investments in
Associates and Joint Ventures, the accounting for these acquisitions requires
management to perform a purchase price allocation which requires significant
judgement by management to determine the fair value of the identifiable assets
and liabilities and the resulting goodwill. As part of the valuation process,
management involved external valuation experts to assist in the determination of
the purchase price allocation and valuation of identified assets and liabilities.
The valuation of the intangible assets arising as a result of acquisitions was a
matter of significance due to the judgement and complexity involved in performing
the purchase price allocations, specifically the underlying estimates involved in
forecasting cash flows and other significant assumptions used in the valuation.
The valuation of intangible assets arising as a result of acquisitions was considered
as a significant reporting matter due to the magnitude of the acquisitions during the
year, the significant judgement applied by management in identifying acquired
intangible assets and in the assumptions underlying the valuation thereof.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Report of the audit committee continued
Key audit matter
Conclusions reached/actions taken
113
Impairment testing of assets including goodwill, other intangible assets and
investments
Goodwill and intangible assets
The increase in risk-free rates and the war in Ukraine at the beginning of the 2022
calendar year resulted in the need to update the goodwill impairment assessment
performed at 31 December 2021. The impact of the war in Ukraine did not result in
an impairment of goodwill for the businesses in Russia or Ukraine.
The group’s net asset value includes significant amounts of goodwill and intangible
assets (refer to notes 7 and 34).
These balances are tested at least annually for impairment at the level of individual
cash generating units (CGUs). The recoverable amounts of the CGUs were based
on either the fair value estimates by reference to recent funding rounds or market
transactions (where applicable) or value in use estimates using discounted cash
flow models. This process involves complex calculations and the exercise of critical
management judgement regarding assumptions and estimates.
Investment in associates
The recent decline in the share price of Delivery Hero and Skillsoft was identified as
an impairment indicator for these associate investments.
Share-based payments
The group has a number of share-based compensation schemes (refer to note 37).
The share-based payments arising therefrom involve complex valuations and the
use of critical management judgement regarding assumptions, the classification of
the schemes and estimates.
The committee received impairment reporting from management, including the
results of the group’s annual impairment testing of goodwill and those assets where
indicators of impairment existed. The committee reviewed this reporting in terms of
the consistent application of management’s testing methodology, the achievability
of business plans and forecasts based on current and past performance, the
Naspers board approval thereof and the critical assumptions applied.
In addition, as impairment testing remains a key area of focus for the group’s
external auditor, the committee reviewed the external auditor’s reporting on
impairment testing and the valuations used for this purpose. The committee also
received detailed written feedback from management on how valuation principles,
areas of judgement and forecasts have been impacted by current economic
conditions.
The impairment assessments for equity-accounted associates and joint ventures
considered the financial performance of the investments during the period and
determined whether there were any significant indicators, such as a decline in the
market capitalisation for listed investments, significant market movements or any
material financial losses for unlisted investments, that would result in an impairment
loss.
The group used its budgets and forecasts to perform discounted cash flow
valuations in order to determine the recoverable amount (the higher of its value in
use and market prices) of its equity accounted associates and joint ventures to
identify whether any impairments should be recognised.
Of all listed equity-accounted investments, impairment indicators were identified for
Delivery Hero and Skillsoft due to the decline in their respective market
capitalisations. The carrying value exceeded the recoverable amount for all listed
investments with the exception of the investment in Skillsoft. For all unlisted equity
accounted investments a net impairment loss of US$3m was recognised mainly due
to the equity accounted associates and joint venture performance during the
current year falling below expectations.
Consequently, the committee was satisfied with the appropriateness of the analysis
performed by management and the impairment-related disclosures in the
consolidated annual financial statements.
The committee acknowledged that the human resources and remuneration
committee reviews the valuations, including assumptions and allocations, of the
share-based compensation schemes as well as the various scheme rules.
The committee noted the report of the human resources and remuneration
committee will be tabled at the Naspers board meeting in August and will detail
the results of these reviews as per the normal process. The committee noted that
these valuations and the underlying assumptions are used for the accounting of
share-based payments.
The committee also reviewed the accounting and disclosure of share-based
payments in the annual financial statements.
As a result, the committee concluded that accounting and disclosure of share-
based payments in the consolidated annual financial statements is appropriate.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Report of the audit committee continued
Combined assurance
The board does not only rely on the adequacy of the internal
control embedment process, but considers reports on the
effectiveness of risk management activities from the risk
committee. The committee ensures that the assurance functions
of management as well as internal and external audit are
sufficiently integrated and is satisfied with the effectiveness of the
arrangements for combined assurance. The various assurance
providers to the board comprise the following:
Senior management and the risk committee consider the
company’s risk strategy and policy, along with their effectiveness
and efficiency. The risk committee also considers the adequacy
of risk management strategies, systems of internal control, risk
profiles and legal compliance. The committee receives assurance
from the risk committee that risk management activities are
sufficiently addressed and effective.
The committee considers the systems of internal control, internal
and external audit reports and reviews the independence of the
auditor, the extent and nature of audit engagements, scope of
work and findings. This committee also reviews the level of
disclosure in the consolidated financial statements and the
appropriateness of accounting policies adopted by management
and, jointly with the risk committee, considers material issues of
fraud and reporting on fraud. The board reviews the performance
of the committee against its charter.
The chair of the committee reports to the board at the board
meeting following each committee meeting on matters addressed
by the committee at its last meeting.
114
Discharge of responsibilities
The committee determined that, during the financial year under
review, it had discharged its legal and other responsibilities as
outlined in terms of its remit, details of which are included in the
full corporate governance report at www.naspers.com. The board
concurred with this assessment.
Key focus areas going forward
The committee’s key focus for the 2023 financial year includes
the following:
• Discharging its functions in terms of its charter.
• Assessing the impact of changes to accounting standards.
• Ensuring group reporting meets JSE Listings Requirements and
any other requirements which arise due to Naspers’s listings.
• Ongoing compliance with King IV.
• Overseeing the mandatory audit firm rotation process.
• Focusing regularly on the group’s working capital requirements
and ensuring that the group and its subsidiaries continue to
operate as going concerns.
• Reviewing and monitoring the accounting for potential mergers,
acquisitions and disposal and the conduct of impairment tests.
Steve Pacak
Chair: Audit committee
25 June 2022
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115
Members of the committee
• SJZ Pacak (chair)1
• EM Choi2
• RCC Jafta
• AGZ Kemna3
• V Sgourdos
• B van Dijk
I am pleased to present the risk committee’s report for the year
ended 31 March 2022.
Composition and attendance
The committee comprises a minimum of three independent
non-executive directors, as well as the chief executive and
financial director. The chair of the board may be a member of
the committee and may serve as chair of this committee. Don
Eriksson, previously chair of the committee, retired as a board
member with effect from 1 April 2021 and Steve Pacak was
appointed as chair of this committee. Board members are entitled
to attend committee meetings as observers. However, non-
committee members are not entitled to participate without the
consent of the chair; do not have a vote; and are not entitled to
fees for attendance.
The names of members in office during the financial year and
details of meetings attended by each member are shown on
page 109 of the integrated annual report.
Unless expressly noted, all members served on the committee for
the full financial year. The committee held five meetings during the
past financial year.
The committee has unrestricted access to company information
falling within its mandate and will liaise with management on the
information it requires to carry out its responsibilities.
Members of the committee have risk management skills and
experience.
Responsibilities
The functions and responsibilities of the committee are set out in
the risk committee charter and include, among others:
• Review and approve a risk management policy and plan
developed by management and recommend such policy and
plan to the board for approval. The risk policy and plan must be
reviewed annually.
• Monitor the implementation of the risk management policy and
plan, ensuring that an appropriate enterprisewide risk
management system and process is in place with adequate and
effective risk management processes that include strategy,
ethics, operations, reporting, compliance, IT and sustainability.
• Make recommendations to the board concerning risk indicators,
levels of risk tolerance and risk appetite (namely the board’s
propensity to take appropriate levels of risk) as well as the limit
of the potential loss that the group has the capacity to tolerate.
The committee assists the board in recognising material risks to
which the group is exposed and ensuring that the culture, policies
and systems are implemented and are functioning effectively.
Appointed as the chair of the committee with effect from 1 April 2021.
1
2 Resigned with effect from 26 August 2021.
3 Appointed with effect from 9 September 2021.
Management is accountable to the board for implementing and
monitoring the processes of risk management and for integrating
this into day-to-day activities. The Media24 risk committee reports
to the Naspers risk committee. The PayU risk advisory committee
reports to the risk committee to ensure that PayU management
receives external independent advice and acts as an
independent guardian to the risk committee on PayU-related
matters.
An ongoing enterprisewide risk assessment process supports the
group. This ensures risks are adequately identified, evaluated and
managed at the appropriate level in each business and that their
individual and joint impact on the group is considered.
Risk and audit assists in evaluating the effectiveness of the risk
management process and comments on this in its own
assessment report.
Key focus areas during the year
Recognising material risks to which the group is exposed and
ensuring that the culture, policies and systems are implemented
and functioning effectively.
• Implementing and monitoring the processes of risk management
and for integrating this into day-to-day activities.
• Assessed the impact of the invasion of Ukraine by Russia on the
group and adjusted the heat map and risk register accordingly.
• Ensuring risks are adequately identified, evaluated and
managed at the appropriate level in each business, and that
their individual and joint impact on the group is considered via
the enterprisewide risk management process.
• Particularly focusing on data privacy, cybersecurity, sustainability,
tax and IP.
Details of how we manage, govern and monitor information and
technology, and compliance appear on pages 29 to 36 of the
integrated annual report.
Details of how risk, compliance, and information and technology
are managed to result in the objectives recommended by King IV
are contained in the King IV application report.
Key focus areas going forward
An ongoing focus on the management of changes in the risk
environment, particularly for legal compliance, tax, sustainability
and information, and technology-related risks such as
cybersecurity, data privacy (specifically the implementation of the
EU’s General Data Protection Regulation) and the use of data-
driven technologies.
Discharge of responsibilities
The committee determined that, during the financial year under
review, it had discharged its responsibilities as outlined in terms of
its remit.
The board concurred with this assessment.
The committee has presented the risk summary on pages 87 to 95
of the integrated annual report.
Steve Pacak
Chair: Risk committee
25 June 2022
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sustainability committee
116
Members of the committee
• D Meyer (chair)1
• RCC Jafta
• FLN Letele
• V Sgourdos
• JDT Stofberg
• B van Dijk
• MI Davidson
• B van der Ross2
I am pleased to present the social, ethics and sustainability
committee’s report for the year ended 31 March 2022, where we
outline how the committee has discharged its responsibilities as
set out in section 72 of the South African Companies Act 71 of
2008, as amended (the Act), and regulation 43 of the Companies
Regulations 2011 (the regulation), issued in terms of the Act and its
charter, which was amended in June 2017 to align to the
principles of King IV.
This report enabled the committee to discharge its statutory
responsibilities relating to Naspers and its South African
subsidiaries.
This committee comprises a majority non-executive directors, the
chief executive officer and the financial director.
The committee held three meetings during the past financial year.
The names of the members who were in office during the financial
year and the details of the committee meetings attended by each
of the members are shown on page 109 of the integrated annual
report.
Responsibilities
The functions and responsibilities of the committee are set out in
the social, ethics and sustainability committee charter and include,
among others:
• Overseeing and reporting on business ethics and sustainability,
taking into account best practice, specific requirements of
regulators and environmental, social and governance (ESG)
reporting standards and frameworks.
• Assisting the board to develop and supervise the
implementation of a long-term value creation strategy, by
bringing to the board’s attention relevant sustainability matters,
matters relating to business ethics and culture and
whistleblowing and other relevant stakeholder interests.
Key focus areas during the year:
• Stakeholder interests and relevant sustainability aspects
and matters relating to business ethics and culture and the
Speak Up policy.
• Training on sustainability.
• Performance against employment equity plans.
• Performance regarding BBBEE as measured against the
Department of Trade, Industry and Competition’s (dtic’s)
generic BBBEE scorecard.
• Skills and other development programmes aimed at the
educational development of employees.
• Employment philosophy and how it is founded on promoting
equality and preventing unfair discrimination.
• Labour practices and policies, and how these compare to the
International Labour Organization on decent working conditions.
• Corporate social investment programmes, including details of
donations and charitable giving.
• The progress of addressing the principles of the UN Global
Compact and OECD guidelines.
• Consumer relationships, including the company’s advertising,
public relations and compliance with consumer protection laws.
Key focus areas going forward
The committee recognises that the areas within its mandate are
evolving and that management’s responses will also adapt to
changes in the ESG agenda.
Management will continue to improve reporting techniques in how
it reports to the committee on responsible corporate citizenship
and sustainability, using reporting frameworks such as the six
capitals reporting framework and the United Nations Sustainable
Development Goals (UN SDGs). Accordingly, the group will
continue to enhance the way it reports on corporate citizenship
and sustainability to its stakeholders in the integrated annual
report.
Conclusion
The committee is of the view that the group takes its ethics, social
and governance responsibilities seriously.
Appropriate policies, plans and programmes are in place to
contribute to management and governance of an ethical business
culture, stakeholder relationships, social and economic
development and good corporate citizenship.
No substantive non-compliance with legislation and regulation, or
non-adherence with codes of best practice, relevant to the areas
within the committee’s mandate has been brought to its attention.
Based on its monitoring activities to date, the committee has no
reason to believe that any such non-compliance or non-adherence
has occurred.
The committee determined that, during the financial year under
review, it had discharged its legal and other responsibilities as
outlined in terms of its remit, details of which are included on
page 108 of the integrated annual report. The board concurred
with this assessment.
Debra Meyer
Chair: Social, ethics and sustainability committee
25 June 2022
1 Appointed chair with effect from 16 April 2021.
2 Retired with effect from 1 April 2022.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 117
Report of the nominations committee
Members of the committee
• RCC Jafta (chair)
• JP Bekker
• HJ du Toit
• CL Enenstein
• R Oliveira de Lima
I am pleased to present the nominations committee’s report for
the year ended 31 March 2022. The committee has a charter
approved by the board.
Membership and meetings attendance
The committee comprises a minimum of three directors, the
majority of whom are independent. All members of the committee
must be non-executive directors, the majority of whom are
independent.
The committee held four meetings during the past financial year.
The chair is an independent non-executive director.
The names of members in office during the financial year and
details of meetings attended by each member are on page 109
of the integrated annual report.
Board members are entitled to attend committee meetings
as observers.
However, non-committee members are not entitled to participate
without the consent of the chair; do not have a vote; and are not
entitled to fees for attendance.
Assessment of the independence of directors who have
served on the board for more than nine years
King IV recommends that the board should annually assess the
independence of independent non-executive directors serving for
nine years or longer.
An independence assessment of Rachel Jafta who has served on
the board for 18 years and Debra Meyer (12 years) was
undertaken during the review period.
In assessing the independence of these directors, the board
considered the following factors:
• Formal evaluation of directors’ performance, based on the
outcome of evaluation questionnaire responses from other board
members.
• Interactions at board meetings with fellow directors and
management.
• Contributions to discussions at board meetings and in the
decision-making processes.
• Whether the directors’ interests, position, association or relatives
were likely to influence unduly or cause bias in decision-making
when judged from the perspective of a reasonable and
informed third party.
• King IV recommendations on independence.
• Requirements of independence for members of audit
committees as set out in section 94(4) of the South African
Companies Act.
The board determined that these directors demonstrated that they
were independent of mind and judgement and had objectively
fulfilled their roles as independent non-executive directors, despite
their tenure on the board.
This committee has unrestricted access to company information
falling within its mandate and will liaise with management on the
information it requires to carry out its responsibilities.
Key areas of focus going forward
Focus areas for the committee going forward will include the
following:
Responsibilities
The functions and responsibilities of the committee are set out in
the nominations committee charter and include, among others:
• Review annually the structure, size and composition of the board
and, where appropriate, make recommendations to the board in
respect thereof.
• Make recommendations to the board with regard to the
appointment of new directors.
• Identify and nominate candidates to fill board vacancies.
Key focus areas during the year
During the financial year, the committee focused on the following:
• Assessment of the composition of the board to execute its duties
effectively.
• The review and recommendation of the audit committee
members to the annual general meeting for shareholder
approval.
• Evaluation of the board, including structure, size, composition,
balance of skills, experience and diversity of the board and its
committees.
• Assessing the independence of directors, especially those
serving for nine years or longer.
• Ensuring there is a succession plan in place for the position of
the chair of the board.
• Assessment of the composition of the board to execute its duties
effectively, inclusive of the changes made during the year.
• Assessment of the independence of non-executive directors
serving for nine years or longer for consideration by the board.
Conclusion
Following the review by the committee for the year ended
31 March 2022, the committee is of the view that, in all material
respects, it has fulfilled its remit for the financial year.
• Assessment of compliance with the committee’s charter.
• The review and recommendation of the audit committee
members to the annual general meeting for shareholder
approval.
• Assessment of the effectiveness of the board, its members and
the committees through a board evaluation process.
• Evaluation of the performance and independence of the
company secretary.
The board concurred.
Rachel Jafta
Chair: Nominations committee
25 June 2022
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Report of the human resources
and remuneration committee
Members of the committee
• CL Enenstein (chair)
• JP Bekker
• EM Choi1
• R Oliveira de Lima
I am pleased to present the human resources and remuneration
committee’s report for the year ended 31 March 2022. The
committee’s main objective is to fulfil the board’s responsibility
for strategic human resources and remuneration aspects of
the group.
The committee has a charter that encompasses King IV
recommendations and is approved by the board.
Composition and attendance
The committee comprises a minimum of three directors. All
members must be non-executive directors, the majority of whom
are independent.
Board members are entitled to attend committee meetings as
observers.
Key focus areas during the year
Please refer to the remuneration report to see key focus areas
of the committee during the financial year.
Key focus areas going forward
Key focus areas for the year ahead include the following:
• 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.
• Achieving an appropriate mix of longer-term incentives, including
those to which explicit performance conditions are attached.
Remuneration report
Having achieved its objectives for the financial year, the
committee sets out the remuneration disclosure in the
remuneration report, comprising our overarching remuneration
policy for executive directors and non-executive directors and
commentary on how it has been implemented during the year.
The remuneration report is prepared in accordance with the
requirements of King IV. It is divided into three sections
(background statement, remuneration policy and implementation)
and is detailed on pages 119 to 147 of the integrated annual
report.
However, non-committee members are not entitled to participate
without the consent of the chair; do not have a vote; and are not
entitled to fees for attendance.
Craig Enenstein
Chair: Human resources and remuneration committee
25 June 2022
The chair of the committee is an independent non-executive
director. The committee held five meetings during the past
financial year.
The names of members in office during the financial year and
details of meetings attended by each member are on page 109
of the integrated annual report.
The committee has unrestricted access to company information
falling within its mandate and will liaise with management on the
information it requires to carry out its responsibilities.
Responsibilities
The functions and responsibilities of the committee are set out in
the human resources and remuneration committee charter and
include, among others:
• Every four years, submit a clear and understandable proposal
to the board of Naspers of a remuneration policy for directors
of Naspers.
• Review and approve annually the remuneration packages of
the most senior executives, ensuring they are appropriate
and in line with the remuneration policy.
• Review annually the company’s code of business ethics
and conduct.
1 Resigned with effect from 26 August 2021.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 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 Choi1
• R Oliveira de Lima
Key focus areas during the year
• Reflecting the business performance in the FY22
remuneration decisions.
• Ensuring correct pay-for-performance mix is applied.
• Setting short-term incentive (STI) targets, including
environmental, social and governance (ESG) goals, that
are measurable, sufficiently stretched and linked to the
group’s strategy.
• Establishing high weighting of performance share units
(PSUs) in the long-term incentive (LTI) mix for executive
directors, ensuring 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 independent external advice on non-
executive directors’ fees.
119
Dear Shareholder
On behalf of the board, I am pleased to present our remuneration
report, covering the 2022 financial year (FY22).
Despite a year of global turmoil and uncertainty, the past financial
year has seen a solid operational performance at the group. We
have focused on building strong momentum in our Ecommerce
portfolio and investing in our businesses to capture the significant
market opportunities that we see.
Business performance2
The group has delivered a solid set of financial results for FY22.
Group revenue, measured on an economic-interest basis, grew
24% (24%) to US$36.7bn. The Ecommerce segment revenue grew
strongly, increasing 56% (49%) to US$10.7bn. Tencent’s contribution
to group revenue grew 14% (16%). Group trading profit reduced
10% (6%) to US$5.0bn, reflecting investment to expand the market
opportunity for each segment and strengthen the customer
ecosystems of our businesses. Tencent’s contribution to the group’s
trading profit improved 2% (4%). Consolidated free cash outflow
was US$701m, a decrease on the prior year’s free cash outflow of
US$4m, as we stepped up operational, working capital and capital
expenditure investment across our businesses. Core headline
earnings were US$2.1bn, a reduction of 40% (16%) which reflects
ongoing investment in our Ecommerce portfolio and a period of
slower growth at Tencent.
Major transactions
In April 2021, we trimmed our shareholding in Tencent, selling 2% of
Tencent’s issued share capital, raising US$14.6bn and reducing our
holding to 28.9%. Proceeds were used to support our investment
programme and two US$5bn share buyback programmes that
enhanced our net asset value (NAV) per share.
In August 2021, Prosus completed an exchange offer for 45.8% of
Naspers N ordinary shares. This transaction has created a capital
structure that, over time, is designed to allow the inherent value of
the group to be better reflected in the share prices of Naspers
and Prosus.
Global markets
Despite a solid operational performance across our portfolio,
like many technology companies, we have faced significant and
growing macroeconomic and geopolitical headwinds, particularly
in the second half of the year. Weakening global markets, faced
with higher inflation and rising interest rates, were plunged into
turmoil when Russia invaded Ukraine. The combination of the
appalling war in Ukraine, slowing growth and increased global
uncertainty has led to valuations of global technology companies
declining sharply as investors’ risk appetite has reduced.
Discount to net asset value
On the back of a confluence of negative factors, the discount in
the Prosus and Naspers trading value relative to a sum-of-the-parts
valuation grew to its highest level in FY22. While we continue to
believe in focusing a material portion of executive directors’
incentives on the non-Tencent portions of the group over the long
run, we recognise there is a critical benefit to applying attention to
reduction of the discount.
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120
For FY23, we are materially increasing the CEO’s and CFO’s
short-term variable compensation exposure to the reduction of the
discount. Given the potential of value creation for shareholders
through discount reduction, we have designed a special incentive,
focused exclusively on reduction of the discount. At the same time,
we have materially reduced the balance of annual compensation
in order to emphasise the importance of this discount-centric
incentive and align remuneration with shareholder performance.
Where this requires a change in our remuneration policy, we will
present this to shareholders for review and approval.
We believe strongly that discount reduction is fundamental to
maximising shareholder returns and desire to ensure the CEO’s
and CFO’s incentives are aligned with those of our shareholders. It
is in this light that the committee decided not to award LTIs for
FY23.
Structure of report
In compliance with article 2:135b of the Dutch Civil Code,
the European Shareholder Rights Directive (SRD II) and the
Dutch Corporate Governance Code, 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 121
2. Implementation of the remuneration policy: Sets out
information on how we implemented our policy for FY22.
Read more on page 129
Details of the FY23 remuneration for the executive directors can be
found on page 140 of this report
We conclude with an Additional information section on
page 146.
It is noted that all remuneration is presented at 100%,
including the cost that is apportioned to Naspers.
performance and our remuneration philosophy. The results of the
prior year’s advisory vote and the feedback from investor meetings
were taken into account and debated by the remuneration
committee, leading to a number of changes in remuneration
design and disclosure, including adding a discount-linked STI as
well as being committed to disclosing retrospective STI targets
starting in 2023.
We strive for a higher level of N 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.
I thank you for your feedback and support and look forward to our
future interactions.
Craig Enenstein
Chair: Human resources and remuneration committee
25 June 2022
Vesting of first PSU awards
Performance share units (PSUs) were awarded for the first
time in FY20 and were introduced following feedback from our
shareholders, to better incentivise long-term value creation in
our underlying internet businesses, as well as close the discount
to NAV.
The first PSU awards were due to vest in June 2022 and will be
settled in Naspers shares3, based on the set number of shares
at the time of grant. The performance condition as defined for
the PSUs, measures the three-year CAGR valuation of the
Ecommerce portfolio against a basket of global peers. Given the
announcement of our intention to decouple Avito operationally
from the group prior to the end of the financial year, and the
subsequent announcement of our intended sale of Avito, the board
cannot yet determine the achievement of the PSU performance
condition until the sale of that business has been concluded, even
though the Avito business represents only a limited percentage of
the Ecommerce valuation. We will inform shareholders as soon as
practicable of the impact on the FY20 PSUs. The vesting for
participants will be delayed until such time.
Disclosures
We have made considerable effort in improving disclosure of
executive remuneration, in a bid for greater transparency. We have
disclosed the STI goals and achievements for FY22. Showing our
competitors details of the STI targets before the end of the financial
year, is not in the best interests of our shareholders, but from FY23
onwards, we will be disclosing these targets retrospectively.
Our stakeholder engagement
We engage openly and frequently and take extensive input from
our investors and advisers, including meetings directed specifically
to discussing remuneration with shareholders, to clearly
demonstrate the link between Naspers’s strategy, business
1 Emilie Choi resigned as member of the Prosus and Naspers board, effective 26 August 2021.
In presenting and discussing our performance, we use certain alternative performance
2
measures not defined by IFRS, referred to as non-IFRS financial measures, alternative
performance measures or APMs. Such measures include economic-interest basis information;
trading profit; adjusted EBITDA; headline earnings; core headline earnings; and growth in
local currency, excluding acquisitions and disposals. Numbers included in brackets represent
the equivalent measure on the basis of growth in local currency, excluding acquisitions and
disposals.
Includes the Prosus shares linked to Naspers PSUs as a result of the Prosus capitalisation
issue in 2019.
3
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
121
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. As much as
possible, the structure of our pay is consistent, regardless of the
seniority of the employee, ensuring equality of pay structures
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
Paying for
performance
We believe in pay
for performance: we
are comfortable with
bigger rewards for
those that make the
highest contribution.
Shareholder
alignment
Remuneration must
be aligned with
shareholder
outcomes.
Incentivisation
Consistency
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*.
Attracting and
retaining talent
Our reward systems
must help us attract
and retain the best
talent around the
world in a fair and
responsible way.
Fair
• Equitable: Free from discrimination
• Relevant: Linked to personal and company performance
• Rational: Easy to explain
Responsible
• Independent: With oversight, top-down via the board
• Managed: All employee pay decisions are
properly overseen
• Considered: Judgement is applied; we shy away
from solely 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.
Maintaining pay equality is embedded in our ways of working,
and through regular analyses we compare compensation levels
of groups of people, for example, women versus men
performing in similar jobs. We conduct calibrations across the
group as a standard process before (annual) reward decisions
are taken, working towards closing unjustified pay gaps, should
they exist.
* LTI is an important part of compensation for most employees, except those in junior roles.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Background and policy continued
122
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. Most of 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.
S
E
L
P
I
C
N
R
P
I
Y
A
P
R
U
O
S
T
U
P
N
I
S
T
U
P
U
O
Making executive pay decisions
Pay for
performance
Achieve the
business plan
Attract and
retain talent
Fair and responsible
Shareholder
alignment
Longer term
Individual
performance
as per STI
Business
performance
When making executive pay
decisions, we consider the
individual’s performance
and the performance of
the business.
Market situation – benchmarking
Willis Towers
Watson
(WTW) data
high-tech
sector and
general industry
AON Radford
data high-tech
sector
We partner with local data
providers in the countries in
which we operate and with
these two global providers
of benchmarking
information. Survey
coverage is specifically
strong in the US, Western
Europe and in high-growth
markets. We access its
general industry and
high-tech surveys (including
media and technology).
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
are referenced below1.
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.
Committee deliberation
Pay decision
1 Amazon, Alphabet, Meta, 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 and Auto Trader Group.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
123
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 CEO’s other direct reports.
FY22 Pay elements
Fixed
remuneration
STI – annual
performance-
related
incentive
LTI –
Performance
share units
(PSUs)
LTI – Share
appreciation
rights (SARs)
LTI – Share
options (SOs)
Our pay design links to our pay principles
Pay for performance
Shareholder alignment
Incentivisation
Consistency
Attract and
retain talent
• Base salary reflects the contribution of the individual and market value of the role.
• Paid monthly in cash.
• May be reviewed annually; any increase is typically effective from 1 April each year.
• Benefits typically include pension, medical insurance, and life and disability insurance.
• Discretionary annual performance-related incentive with performance measures that are tailored to the
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.
• Strategic and operational goals include an objective to address the holding company discount and additional
financial performance metrics for the underlying businesses.
• Environmental and sustainability goals are set for the short and longer term. Target and maximum bonus
opportunity are the same (no payout for over-performance against the target), and the standard STI is 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 100% opportunity.
• Any STI payout is made in cash.
• The committee may apply judgement with discretion to make appropriate adjustments to the annual bonus.
• PSUs are designed to incentivise the increase in the value of internet businesses (excluding Tencent*), and
deliver superior returns to shareholders.
• Three-year cliff-vesting, subject to the achievement of the performance condition.
• Performance condition is the 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 124.
* It is noted that VK never was part of our Global Ecommerce SAR Plan. We announced in March our intention to write down the full carrying value of
the VK asset.
• SARs incentivise the growth in value of the business units or an aggregation of underlying assets. See page 126
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.
• SOs: Any gains are based on the growth in share price over a four-year period.
• 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Background and policy continued
124
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,
SARs or SOs:
• 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.
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 below. 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 FY22 PSU grant,
the peer group consists of Amazon, Alphabet, Meta, PayPal
Holdings, Netflix, Square, Booking Holdings, Snap, Adyen, Twitter,
eBay, Wayfair Inc, Zillow Group, Zalando SE, Deliveroo, Expedia
Group Inc, Ocado Group, IAC/InterActiveCorp, Just Eat Takeaway.
com, Adevinta, Auto Trader Group, and Qurate Retail.
The board remains committed and incentivised to continue on this
journey for the long-term value creation of the group. To emphasise
that intent, the FY23 remuneration will be adjusted accordingly.
Further details can be found on page 140 of this report.
LTI awards represent 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’. LTI is only
delivered to the executive directors, providing the PSU
performance conditions are met and the share price of SARs or
SOs has 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, typically 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 page 140).
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 FY22, the PSU plan and the SARs plan together made
up 92.5% of the LTI allocation.
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.
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 126.
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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Background and policy continued
125
FY22 Blend of LTI (% in FY22 mix)
PSU (60%)
Global Ecommerce SAR (32.5%)
SOs (7.5%)
Plan characteristics
Performance
Settlement
A performance share award
that is transferred to participants
after time restrictions have
passed, subject to the
performance condition
being met.
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).
Depending on the achievement
against performance condition,
between 0% and 200% of the
awarded PSUs may vest and
Prosus or Naspers2 shares are
delivered3 on vesting.
A right to benefit from any
increase in value of the business
unit over which an award
is made.
A right to buy a company share
at a pre-agreed price.
Vests over four years.
Vests over four years.
Embedded with a 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) between grant and
vesting/exercise.
Embedded with a 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 or Prosus shares2, 3.
Focus on longer-term value
creation
Value driven by longer-term
outcomes.
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).
Aligned with shareholders
incentivising executive
management to reduce the
discount to NAV.
1 Please see page 124 for the current PSU peer group.
2 The issue of PSU and SO awards, if any, will gradually be rebalanced between Prosus and Naspers shares, aligned with the free-float ownership in Prosus and Naspers.
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 126 for further detail on the valuation process.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 126
2022 valuation outcome
During this financial year, the group’s assets continued to
outperform their plans and grow revenue strongly with Ecommerce
segment revenue accelerating meaningfully to 58% (51%) growth
year on year versus 46% (54%) growth in the previous year. With
this increased scale, each of the group’s consolidated assets has
achieved profitability at the core of their businesses and has
identified additional investment areas to expand their overall
opportunity sets. Despite this significantly improved performance,
a decline in the value of the portfolio will reflect the de-rating of
all our listed assets, including Delivery Hero in particular, and to a
lesser extent a decline in the value of our unlisted assets. Although
private markets have not declined as significantly, the valuation
approach applied by the valuer includes a weighting to public
comparable companies with the overall result being a decline in
our private portfolio.
Background and policy continued
Valuations
The Global Ecommerce portfolio
The performance of SARs and PSUs is 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 2022 LTI
allocation and excludes the performance of Tencent.
Methodology
The valuation is an amalgamation of a number of individual
schemes and assets which are valued annually by an 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. Importantly, the
methodology deployed in valuing the ecommerce schemes has
remained consistent since inception which is essential both for the
legitimacy of the valuation and for transparency for the scheme
participants.
Where predominantly employing a DCF methodology, the valuer
is using assumptions for future cash generation, discount rates
and long-term growth. These valuations assess the pathway to
value creation and should serve as a critical component of a
comprehensive compensation vehicle designed to align
management performance and compensation, excluding Tencent,
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.
Figure 1 – Governance of our valuation process
Valuation process
Underlying business submits
10-year business plans and
annual budget.
Prosus reviews the 10-year
business plans for each
underlying business and
provides them to the
external 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.
Governance
Segment schemes and the ecommerce schemes are a ‘basket of assets’
representing the valuations of the underlying operations
1 REPORT ISSUED
2 REVIEW
3 SUBMISSION
4 APPROVAL
The external valuer1 issues a
report with the respective
share scheme valuations.
1 Currently Deloitte. The group has
appointed KPMG as the new external
valuer, conducting the valuations for the
group’s unlisted assets from FY23
onwards, as Deloitte has been appointed
as the new auditor effective 1 April 2023.
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 (chair)
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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Background and policy continued
It is noted that, given the announcement of our intention to
decouple Avito operationally from the group prior to the end of the
financial year and the subsequent announcement of our intended
sale of Avito, the board cannot yet determine the FY22 Global
Ecommerce share price for the purpose of settling and issuing
awards, until the sale of that business has been concluded. We will
inform shareholders as soon as practicable. Until such time, the
SAR plan remains closed.
Figure 1
Ecommerce portfolio and SARs performance 2019 to 2021
Ecommerce valuation
(US$’m)
Ecommerce valuation
growth
SAR share price
(US$’m)
2019
2020
2021
18 844
22 149
39 109
30.7%
17.5%
76.6%
35.95
41.47
64.28
Notional shares
13 102 799 13 351 913 15 210 390
127
Governance
Recruitment policy
On the appointment of a new executive director, their package
will typically be in line with our remuneration policy. 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
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 the directs of the CEO, 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 directs of the
CEO. In the financial year ended on 31 March 2022, no malus and/
or clawback was applied to any remuneration of the executive
directors or any of the CEO’s direct reports.
Service contracts
Executive directors’ contracts comply with terms and conditions in
the relevant local jurisdiction.
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
At 31 March 2022, Bob van Dijk was a non-executive director of
Booking Holdings Inc.
Basil Sgourdos does not hold any board positions outside of the
Prosus and Naspers groups.
Shareholding requirement for the CEO
To reflect the balance of the underlying value of the economic
interests between Naspers and Prosus, the CEO is required to
maintain a Naspers shareholding of four times his annual salary
and a Prosus shareholding of six times his annual salary. He has a
requirement of rebalancing 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 128
Shareholder engagement
During the 2022 financial year, we engaged with our shareholders
by way of regular (online) roadshows, and there are frequent
discussions with our major shareholders, including on the topic of
remuneration. We continue to engage with investors on
remuneration topics.
We have outlined the committee’s decision process on
remuneration on page 122. A remuneration section is included on
our Investor pages at naspers.com, including a questions-and-
answers video with the chair of the human resources and
remuneration committee, Craig Enenstein.
For the full remuneration policy, refer to www.naspers.com/about/
policies.
Background and policy continued
Non-executive directors’
remuneration policy
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 regular benchmarking that primarily considers
international comparators in the consumer internet and media
sectors, as well as 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 procedures for appointing and orienting directors.
The nominations 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 nominations
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
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.
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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 129
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 FY22 and how we intend to
operate it during FY23. All decisions in relation to executive remuneration have been made in line with our remuneration policy for this
financial year, reflecting our business performance and with the global impact of the Covid-19 pandemic in mind.
Our strategy
• 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.
• Build sustainable leadership positions in high-growth markets.
• Build businesses with big potential to address societal needs.
Our business priorities
• Classifieds
• Food Delivery
• Edtech
• Payments and Fintech
• Etail
• Ventures
• Social and Internet
Platforms
• Media
Our financial
highlights1
(all figures from
continuing operations)
Our operating
highlights1
Remuneration
outcome FY22
• Revenue: US$36.7bn, up 24% (24%).
• Trading profit: Down 10% (6%) to US$5.0bn.
• Core headline earnings, the board’s measure of sustainable operating performance: Down 40% (16%) on
last year at US$2.1bn.
• Ecommerce revenue of US$10.7bn for the year grew 56% (49%). Strong growth was seen across all our
core segments. Each segment reported strong growth and profitability at the core and during the period
we increased our level of investment on the back of that strength to expand the market opportunity for
each segment and strengthen the underlying ecosystems of underlying businesses. This increased
investment resulted in aggregated trading losses increasing to US$1 120m, from just US$439m in the
prior year.
• Classifieds: OLX Group revenue of US$2.98bn grew 85% (92%) from US$1.6bn in the prior year. This was
largely driven by OLX Autos, which grew 158% (173%) year on year. Despite continued aggressive
investment in the autos transaction business, pay-and-ship, and people and technology to build capacity
for the next growth phase, trading profit was maintained largely at last year’s level as the segment
reported a trading profit of US$25m (FY21: US$15m).
• Food Delivery portfolio companies continued to benefit from economies of scale and delivered strong
growth. Total orders and gross merchandise value (GMV) grew 60% and (59%) respectively, translating
into 101% (77%) growth in revenue to US$3bn in the current year. While restaurant delivery platforms are
nearing breakeven, the investment in adjacencies and growth initiatives has contributed to the increase
in the Food Delivery segment’s trading losses from US$355m in FY21 to US$724m in FY22.
• The Payments and Fintech segment continued to benefit from the shift to digital payments. Revenue grew
38% (45%) to US$796m, driven by strong performance in the India payment business and a strong
recovery in the credit business. The segments’ overall trading loss margin improved to negative 8% as
trading losses reduced from US$68m in the prior year to US$60m.
• Edtech grew revenue by 270% (55%) to US$425m. During the financial year, we made several investments
and acquisitions, most notably the acquisition of a controlling stake in Stack Overflow and acquisitions
within the BYJU’S group, leading to trading losses increasing to US$117m from US$14m in the prior year.
Education remains a significant and high-potential sector with compelling secular tailwinds such as
population growth in emerging markets.
• Etail: eMAG reported a trading loss of US$34m for the year. eMAG group revenues increased by 3%,
representing revenue of US$2.3bn. eMAG in Bulgaria performed particularly well. Takealot continued to
grow across all three businesses. GMV and revenue grew 46% (34%) and 36% (27%) respectively, despite
a rebound in offline retail sales. The Takealot group remained near breakeven, with a trading loss of
US$7m, or 1% trading loss margin, similar to the prior year.
• We have largely met the targets set in our business plans, including financial performance, except for
achieving core headline earnings, including Tencent. With the significant volatility currently effecting the
global capital markets, there are many factors that have led to an increase in the discount. Some of
these factors are within the control of the group, while others are not. We acknowledge that the discount
has risen to an unacceptable level and that taking action to reduce it, while still executing the group’s
strategy, should be a top priority. To that end, we are committed to taking action on controllable uses.
The next page contains information on the annual change of CEO compensation linked to the
performance of the company, as well as the FY22 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 132 and 133.
1
Numbers in brackets represent growth in local currency, excluding M&A. This is considered to provide additional information on the economic reality of these investments and corresponds to the
manner in which the chief operating decision-maker (CODM) assesses segmental performance. Adjustments have been made for the effects of foreign currencies and acquisitions and disposals
to reflect underlying trends. These adjustments (‘pro forma financial information/alternative performance measures’) are quoted in brackets after the equivalent metrics reported under
International Financial Reporting Standards (IFRS).
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
130
Aligning remuneration to our strategy
Compensation is substantially ‘at risk’ and longer term
Business performance and remuneration outcomes
Figure 2
Executive directors’ remuneration is designed to drive the long-term
success of the company. In FY22, the CEO remuneration comprised
91% variable pay and for the CFO it was 88%.
Of the executives’ FY22 LTI awards, 92.5% was geared towards
PSUs and SARs, which incentivise core-business-value growth,
excluding Tencent.
Figure 1 Fixed salary, STI and LTI for each executive as at 31
March 2022
Bob van Dijk
Basil Sgourdos
Annual fixed pay
Annual STI (target)
Annual fair-value LTI
Annual fixed pay
Annual STI (target)
Annual fair-value LTI
%
9
9
82
%
12
12
76
Executive directors’ remuneration versus company
performance
FY22 %
FY21 % FY204 %
CAGR5 %
CEO remuneration
Cash1 year-on-year change
LTI2 year-on-year change
CFO remuneration
Cash1 year-on-year change
LTI2 year-on-year change
Company performance
Organic revenue growth3
Organic revenue growth3
(excluding Tencent)
(13)
(2)
(9)
(2)
24
50
Ecommerce share price growth
footnote 6
5
3
5
17
33
51
55
9
28
13
26
23
32
15
0
9
3
13
25
39
n/a
1 Base salary + benefits + actual bonus payout, using the currency in which the CEO (in €) and
CFO (in US$) are paid.
2 Fair value at grant, using the currency (US$) in which we grant LTIs.
3 Metric, excluding impact of foreign exchange (FX) and M&A.
4 FY20 growth measured from date of listing. It is noted that all remuneration is presented on
a full-year basis and at 100%, including the cost that is apportioned to Naspers.
5 Period CAGR is between FY20 and FY22.
6 Given the announcement of our intention to decouple Avito operationally from the group
prior to the end of the financial year and the subsequent announcement of our intended sale
of Avito, the board cannot yet determine the FY22 Global Ecommerce share price for the
purpose of settling and issuing awards, until the sale of that business has been concluded.
Single-figure table FY22 remuneration
Table 1 shows a single figure of remuneration and the implementation of the remuneration policy in FY22 for the executive directors.
€’000
Variable remuneration
LTI2,3
Executive director
Base salary
Bob van Dijk, CEO
Basil Sgourdos, CFO
1 296
1 085
STI 1
810
781
PSUs
SARs
6 642
3 778
3 936
2 239
SOs
873
517
Pension
85
85
US$’000
Variable remuneration
LTI2,3
Executive director
Base salary
Bob van Dijk, CEO
Basil Sgourdos, CFO
1 435
1 200
STI 1
897
864
PSUs
SARs
SOs
Pension
7 884
4 499
1 029
4 672
2 666
610
94
94
Other
benefits4
Total
remuneration5
Proportion of
fixed and
variable
remuneration
41
13
13 525
10%/90%
8 656
13%/87%
Other
benefits4
Total
remuneration5
45
15
15 883
10 122
Proportion of
fixed and
variable
remuneration
9%/91%
12%/88%
1 Actual payout over FY22 performance; achievement of STI goals is shown on page 131 of this remuneration report.
2 Represents the grant date fair value in accordance with IFRS 2 of awards 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. PSUs and SOs will be partly settled in Naspers shares (approximately 72.5%) and partly in Prosus shares (approximately 27.5%), aligned with the
free-float ownership in Naspers|Prosus at time of grant. The figures disclosed in the 2021 remuneration report were estimated and therefore differ slightly from the figures reported in this table.
3 The IFRS 2 expense recognised for unvested and vested but unexercised LTI awards as at 31 March 2022 is -US$27m (-€23.3m) for the CEO and US$4.3m (€3.7m) for the CFO and does not reflect
the impact of the non-adjusting subsequent event regarding the intended sale of Avito. The total IFRS 2 expense is shown in note 43 – related party transactions and balances (executive directors’
remuneration) of the consolidated financial statements.
4 Medical insurance, life and disability insurance.
5 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. The
remuneration paid to the executive directors reconciles with the executive directors’ remuneration as disclosed in note 43 of the consolidated financial statements. In there, we show base pay, STI,
pension and benefits at 90% of the aggregate cost as tabled in this remuneration report, plus the full IFRS 2 expense of the LTI per this footnote 5, minus the FY22 LTI awards in fair value at grant,
as shown in this single-figure table.
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Implementation of remuneration policy continued
131
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 can
make a difference and can 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, Brazil, Central and Eastern
Europe, Russia1 and South Africa. On a global level, the CEO pay
ratio versus employees (including LTI) would be 347:1 (FY21: 316:1,
FY20: 311:1. The increase versus last year is due to the now fully
amortised relatively lower historical LTI grant). However, we do not
consider the pay ratio to be an appropriate measure of fairness
given the widely different pay levels that are observed in the
countries where we operate. If we compare CEO pay versus
employees in the Netherlands it shows a ratio of 40:1 (FY21: 19:1,
FY20: 22:1. (Note: the increase for the Dutch ratio versus last year
relates to the more junior employee profile in our recently acquired
GoodHabitz business).
Also, as shown on page 130 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 71:1 (FY21: 75:1. FY20: 72:1) globally and 14:1 (FY21: 6:1,
FY20: 8:1) for the Netherlands.
The ratios are obtained by dividing the FY22 total remuneration for
the CEO by the FY22 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 15 on page 82 of the consolidated 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 and trainees. 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.
1 As announced before the end of our financial year, we have decoupled from our Russian
businesses.
Pay equality
Maintaining pay equality is embedded in our ways of working,
where we compare compensation of groups of people, for
example women versus men, performing in similar jobs. We
conduct calibrations across the group as a standard process
before (annual) reward decisions are taken, working towards
closing unjustified pay gaps, should they exist.
Remuneration – response to the ongoing Covid-19 pandemic
When we entered the pandemic in 2020, we took prudent
executive remuneration decisions. Executive directors and the
directs of the CEO did not receive a pay increase for FY21 and LTI
awards were deferred to September 2020. During FY21, competing
in a sector that performed exceptionally well, we exceeded our
business plan and delivered financial performance ahead of the
budget as originally set pre-Covid-19. This performance was
reflected in our remuneration decisions for FY22 and the CEO and
CFO were granted LTI awards at similar levels as in FY21.
For employees below the executive directors and the directs of the
CEO, pay reviews took their regular course during FY22, allowing
us to address the demands of increasingly scarce technology
talent.
STI – FY22 goals and achievements
STI is based on financial, strategic, operational and sustainability
performance targets that are tailored for each role.
The minimum STI payout was 0% of base salary. The target and
maximum STI opportunity are the same at 100% of base salary, in
other words, 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 business
plan for FY22.
We disclose the STI goals and achievements for FY22. STI goals
are reflective of the annual business plan and many goals are
representative of a multiyear effort, for example, to win new
markets or increase our customer base. We believe that showing
our competitors details of the goal targets before the financial year
in order to support greater transparency, is not in the best interests
of our shareholders. However, at the end of the new financial year
we will be disclosing the FY23 targets in retrospect. Clearly, we
have highlighted in the integrated annual report metrics or
developments for FY22 and FY23 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. Strategic and operational performance measures
include financial objectives on the underlying business’
performance.
The assessment of the financial goal achievement excludes M&A.
FY20 PSU award vesting – delayed
The first PSU awards were due to vest in June 2022 and will be
settled in Naspers shares1, based on the set number of shares at
the time of grant. The performance condition as defined for the
PSUs, measures the three-year CAGR valuation of the Ecommerce
portfolio against a basket of global peers. Given the announcement
of our intention to decouple Avito operationally from the group
prior to the end of the financial year and the subsequent
announcement of our intended sale of Avito, the board cannot yet
determine the achievement of the PSU performance condition until
the valuation of that business has been concluded. We will inform
shareholders as soon as practicable of the impact to the FY20
PSUs. The vesting for participants will be delayed until such time.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
132
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. 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.
Bob van Dijk
Maximum STI opportunity: 100% base salary
Figure 1 – FY22 goals and achievements
Further details can be found in the 2022 integrated annual report
on page 13.
Outcomes of STIs
The outcomes as shown in figure 1 on this page and figure 1 on
page 133 resulted in annual bonus payout levels of €810 253 or
62.5% of base salary for Bob van Dijk and US$ 864 246 or 72% of
base salary for Basil Sgourdos.
In FY22, a portion of the CEO’s and CFO’s STIs was associated with
developing executable solutions to reduce the discount. Although
the voluntary share exchange program was developed and
implemented, the discount increased during FY22, and therefore
the committee used its discretion to determine that this objective
has not been achieved.
All financial, strategic, operational and ESG goals are measurable
and validated.
Achieved
Not achieved
Further information can be
found in the integrated
annual report on page
Outcome
Actual
payout
Group financial goals
Revenue
Core headline earnings
(including Tencent)1
Core headline earnings
(excluding Tencent)1
Weighting
% Description
10.0 Achieve revenue target
(on an economic-interest basis and
excluding M&A)
10.0 Achieve core headline earnings
at target, including Tencent
20.0 Achieve core headline earnings
at target, excluding Tencent
Free cash flow
10.0 Achieve free cash outflow at target
50.0
Weighting
Strategic, operational and ESG goals
% Description
52
54
54
54
Further information can be
found in the integrated
annual report on page
Outcome
Classifieds
Food Delivery
Payments and Fintech
B2C
Edtech
10.0 Deliver organic topline growth and
organic trading profit growth at target
10.0 Deliver organic topline growth and
manage organic trading loss at target
5.0 Deliver organic topline growth and
manage organic trading loss at target
5.0 Deliver organic topline growth and
organic trading profit at target
5.0 Deliver organic topline growth and
manage organic trading loss at target
55
59
62
69
66
Holding company discount
10.0 Take structural action to address the
7
Sustainability: Diversity and
inclusion
Sustainability: Climate
sustainability
holding company discount to NAV
2.5 Promote diversity and inclusion in the
company and ensure high employee
engagement
24
2.5 Be carbon-neutral on scope 1 and
43
scope 2 emissions at the group level
by year-end FY22
50.0
€0
€0
€259 281
€129 641
€388 922
Actual
payout
€129 641
€129 641
€64 820
€0
*
€32 410
€0
€32 410
€32 410
€421 332
1 Core headline earnings is an alternative performance measurement. Please refer to ‘Other information – Non-IFRS financial measures and alternative performance indicators’ on page 181 of the
integrated annual report.
* The following target for Edtech was achieved: Organic topline revenue growth.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
Figure 1 – FY22 goals and achievements
Basil Sgourdos
Maximum STI opportunity: 100% of base salary
Weighting
% Description
Further info can be found
in the annual report on
page
Outcome
Group financial goals
Core headline earnings
(including Tencent)1
Core headline earnings
(excluding Tencent)1
8.0 Achieve core headline earnings at
target, including Tencent
17.0 Achieve core headline earnings at
target, excluding Tencent
Free cash flow
25.0 Achieve free cash outflow at target
50.0
Weighting
Strategic, operational and ESG goals
% Description
Holding company discount
15.0 Take structural action to address the
7
holding company discount to NAV
54
54
54
Further info can be found
in the integrated annual
report on page
Outcome
133
Actual
payout
US$0
US$204 058
US$300 085
US$504 143
Actual
payout
US$0
Taxation
12.5 Prudent and optimal tax management
84
US$150 043
Investor relations
Group finance
Governance, internal audit
and risk management
Sustainability: Diversity and
inclusion
Sustainability: Climate
sustainability
structure
10.0 Ensure the investor relations
programme is effective and impactful
5.0 Develop finance team to drive
excellent delivery
2.5 Ensure that effective systems of internal
control are operated throughout the
group’s controlled entities
102
24
101
2.5 Promote diversity and inclusion in the
24
function and ensure high employee
engagement
2.5 Be carbon-neutral on scope 1 and
43
scope 2 emissions at the group level
by year-end FY22
50.0
*
US60 017
US60 017
US$30 009
US$30 009
US$30 009
US$360 102
1 Core headline earnings is an alternative performance measurement. Please refer to ‘Other information – Non-IFRS financial measures and alternative performance indicators’ on page 181 of the
integrated annual report.
* The investor relations target is partly achieved.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
134
It is noted that, given the announcement of our intention to
decouple Avito operationally from the group prior to the end of the
financial year and the subsequent announcement of our intended
sale of Avito, the board cannot yet determine the FY22 Global
Ecommerce share price for the purpose of settling and issuing
awards, until the sale of that business has been concluded. The
trading of SARs and vesting of PSUs will be delayed until such time.
LTI over FY22
LTI awards represent a significant portion of total compensation
and are designed to incentivise the delivery of sustainable
longer-term growth and provide alignment with our shareholders.
The entirety of our executives’ LTIs is determined by the
performance of the company and growth in the valuation of the
underlying assets and, as such, is deemed ‘at risk’. In table 1 below
and table 1 on page 136, we have set out information on unvested
LTI, including awards made during FY22 as well as awards that
have vested4 during FY22. Details of the group’s LTI schemes
settlement are disclosed in note 37 on pages 130 and 131 of the
consolidated financial statements at www.naspers.com.
Table 1 – Overview of LTI awards for Bob van Dijk
Main conditions of share plans
Number of unvested awards1
Value in US$
Bob van Dijk
Performance
metric
Award
date
Vesting
date(s)
Expiry date
09/09/2019
footnote 4
Naspers
Performance
Share Units
(PSUs)
Three years
cliff – TSR
21/09/2020
21/09/2023
21/06/2021
21/06/2024
n/a
n/a
n/a
Three years
cliff – TSR
Prosus
Performance
Share Units
(PSUs)
Naspers
Global
Ecommerce
Share
Appreciation
Rights (SARs)
Four-year
measurement
of value
growth of
ecommerce
business units
Subtotal
26/08/2021
26/08/2024
n/a
Subtotal
15/08/2017
15/08/2021
15/08/2027
15/08/2017
15/08/2022
15/08/2027
08/09/2017
08/09/2021
08/09/2027
08/09/2017
08/09/2022
08/09/2027
25/06/2018
25/06/2021
25/06/2028
25/06/2018
25/06/2022
25/06/2028
16/07/2019
16/07/2021
16/07/2029
16/07/2019
16/07/2022
16/07/2029
16/07/2019
16/07/2023
16/07/2029
21/09/2020
21/09/2021
21/09/2030
21/09/2020
21/09/2022
21/09/2030
21/09/2020
21/09/2023
21/09/2030
21/09/2020
21/09/2024
21/09/2030
21/06/2021
21/06/2022
21/06/2031
21/06/2021
21/06/2023
21/06/2031
21/06/2021
21/06/2024
21/06/2031
21/06/2021
21/06/2025
21/06/2031
–
–
–
–
27.25
27.25
27.60
27.60
33.57
33.57
36.70
36.70
36.70
41.98
41.98
41.98
41.98
63.89
63.89
63.89
63.89
Strike
price of
option/SAR
Opening
balance
1 April 2021
(unvested)
Awarded
during
the year
Vested
during
the year
24 527
48 302
–
–
–
27 796
72 829
27 796
–
–
26 993
26 993
–
–
–
–
–
–
Potential
gain of
awards
vested
during
the year
at vesting
date2
–
–
–
–
–
–
Fair
value of
unvested
awards
31 March
20223
4 219 279
5 630 946
3 240 399
13 090 624
1 497 523
1 497 523
Closing
balance
31 March
2022
(unvested)
24 527
48 302
27 796
100 625
26 993
26 993
146 789
146 789
35 051
35 055
104 608
104 610
109 208
109 208
109 208
62 571
62 571
62 571
62 572
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
39 092
39 092
39 092
39 092
(146 789)
–
5 523 670
–
–
146 789
–
4 409 542
(35 051)
–
1 370 845
–
–
35 055
–
1 040 783
(104 608)
–
3 184 268
–
–
104 610
–
2 481 349
(109 208)
–
3 163 756
–
–
–
109 208
109 208
–
–
2 248 593
2 248 593
(62 571)
–
1 470 419
–
–
–
–
–
–
–
–
62 571
62 571
62 572
39 092
39 092
39 092
39 092
–
–
–
–
–
–
–
957 962
957 962
957 977
–
–
–
–
Subtotal
1 150 811
156 368
(458 227)
848 952
14 712 956
15 302 760
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
135
Table 1 – Overview of LTI awards for Bob van Dijk (continued)
Main conditions of share plans
Number of unvested awards1
Value in US$
Bob van Dijk
Performance
metric
Award
date
Vesting
date(s)
Expiry date
Strike
price of
option/SAR
Opening
balance
1 April 2021
(unvested)
Awarded
during
the year
Naspers N
Share
Options
(SOs)
Four-year
share price
growth
05/07/2016
05/07/2021
05/07/2026
2 056.88
49 302
08/09/2017
08/09/2021
08/09/2027
2 755.72
12 932
25/06/2018
25/06/2021
25/06/2028
3 100.99
15 285
25/06/2018
25/06/2022
25/06/2028
3 100.99
15 287
16/07/2019
16/07/2021
16/07/2029
3 494.00
3 958
16/07/2019
16/07/2022
16/07/2029
3 494.00
3 958
16/07/2019
16/07/2023
16/07/2029
3 494.00
21/09/2020
21/09/2021
21/09/2030
2 827.88
21/09/2020
21/09/2022
21/09/2030
2 827.88
21/09/2020
21/09/2023
21/09/2030
2 827.88
21/09/2020
21/09/2024
21/09/2030
2 827.88
13/07/2021
13/07/2022
13/07/2031
2 819.37
13/07/2021
13/07/2023
13/07/2031
2 819.37
13/07/2021
13/07/2024
13/07/2031
2 819.37
13/07/2021
13/07/2025
13/07/2031
2 819.37
3 961
3 552
3 552
3 552
3 552
–
–
–
–
Subtotal
118 891
Prosus N
Share
Options
(SOs)
Four-year
share price
growth
26/08/2021
26/08/2022
26/08/2031
26/08/2021
26/08/2023
26/08/2031
26/08/2021
26/08/2024
26/08/2031
26/08/2021
26/08/2025
26/08/2031
71.61
71.61
71.61
71.61
Subtotal
Total
–
–
–
–
–
Closing
balance
31 March
2022
(unvested)
–
–
–
Vested
during
the year
(49 302)
(12 932)
(15 285)
Potential
gain of
awards
vested
during
the year
at vesting
date2
7 035 031
1 089 707
1 295 283
–
15 287
–
(3 958)
–
230 118
–
–
(3 552)
–
–
–
–
–
–
–
3 958
3 961
–
3 552
3 552
3 552
2 316
2 316
2 316
2 316
–
–
–
–
–
–
–
–
–
–
(85 029)
43 126
9 650 140
–
–
–
–
–
2 295
2 295
2 295
2 298
9 183
–
–
–
–
–
Fair
value of
unvested
awards
31 March
20223
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2 316
2 316
2 316
2 316
9 264
2 295
2 295
2 295
2 298
9 183
1 342 531
229 604
(543 256)
1 028 879
24 363 096
29 890 907
1 The aggregated cash-settled liability of vested unexercised SARs is included in the aggregated cash-settled liability in note 37 of the consolidated financial statements on page 130. The share-
based compensation reserve of vested but unexercised SO is included in the aggregated retained earnings balance shown on the consolidated statement of changes in equity of the
consolidated financial statements on page 42.
2 The potential gain of awards vested in FY22 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 FY22. 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 one Prosus share is linked to each SO/PSU. The value of the Prosus share is included where relevant.
3 The fair value of unvested awards on 31 March 2022 is calculated by taking the difference between the closing share price on 31 March 2022 and the offer price (if applicable) and multiplying
that difference by the number of unvested SOs/SARs/PSUs as at 31 March 2022 and assuming 100% vesting for the PSU awards. The closing share price applied for the Naspers Global
Ecommerce SAR Plan reflects the best estimate share price as at 31 March 2022 and is in line with the group’s IFRS 2 liability on page 130 of the AFS which does not reflect the impact of the
non-adjusting subsequent event regarding the intended sale of Avito. All impacted LTI plans, including the Naspers Global Ecommerce SAR Plan, will remain under a ban on trade until such time
as the sale of Avito is successfully concluded, and accordingly, participants will not be able to exercise their vested awards. 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 one (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.
4 Given the announcement of our intention to decouple Avito operationally from the group prior to the end of the financial year and the subsequent announcement of our intended sale of Avito, the
board cannot yet determine the achievement of the PSU performance condition until the sale of that business has been concluded. The vesting date will be delayed accordingly.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
136
Table 1 – Overview of LTI awards for Basil Sgourdos
Main conditions of share plans
Number of unvested awards1
Value in US$
Strike
price of
option/SAR
Opening
balance
1 April 2021
(unvested)
Awarded
during
the year
Vested
during
the year
Basil
Sgourdos
Performance
metric
Award
date
Vesting
date(s)
Expiry date
Three years
cliff – TSR
Naspers
Performance
Share Units
(PSUs)
09/09/2019
footnote 4
21/09/2020
21/09/2023
21/06/2021
21/06/2024
n/a
n/a
n/a
Three years
cliff – TSR
Prosus
Performance
Share Units
(PSUs)
Naspers
Global
Ecommerce
Share
Appreciation
Rights (SARs)
Four-year
measurement
of value
growth of
ecommerce
business units
Subtotal
26/08/2021
26/08/2024
n/a
Subtotal
29/08/2016
29/08/2021
29/08/2026
15/08/2017
15/08/2021
15/08/2027
15/08/2017
15/08/2022
15/08/2027
08/09/2017
08/09/2021
08/09/2027
08/09/2017
08/09/2022
08/09/2027
25/06/2018
25/06/2021
25/06/2028
25/06/2018
25/06/2022
25/06/2028
16/07/2019
16/07/2021
16/07/2029
16/07/2019
16/07/2022
16/07/2029
16/07/2019
16/07/2023
16/07/2029
21/09/2020
21/09/2021
21/09/2030
21/09/2020
21/09/2022
21/09/2030
21/09/2020
21/09/2023
21/09/2030
21/09/2020
21/09/2024
21/09/2030
21/06/2021
21/06/2022
21/06/2031
21/06/2021
21/06/2023
21/06/2031
21/06/2021
21/06/2024
21/06/2031
21/06/2021
21/06/2025
21/06/2031
–
–
–
–
20.45
27.25
27.25
27.60
27.60
33.57
33.57
36.70
36.70
36.70
41.98
41.98
41.98
41.98
63.89
63.89
63.89
63.89
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
–
–
–
–
Potential
gain of
awards
vested
during
the year
at vesting
date2
–
–
–
–
–
–
Fair
value of
unvested
awards
31 March
20223
2 187 825
3 336 809
1 920 271
7 444 906
887 374
887 374
Closing
balance
31 March
2022
(unvested)
12 718
28 623
16 472
57 813
15 995
15 995
–
–
16 472
16 472
15 995
15 995
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
23 165
23 165
23 165
23 166
(32 603)
(25 353)
–
–
1 464 853
954 033
–
–
–
25 354
–
761 634
(21 017)
–
821 975
–
–
21 020
–
624 084
(53 689)
–
1 634 293
–
–
53 692
–
1 273 574
(56 626)
–
1 640 455
–
–
–
56 626
56 627
–
–
1 165 929
1 165 950
(37 079)
–
871 357
–
–
–
–
–
–
–
–
37 079
37 079
37 080
23 165
23 165
23 165
23 166
–
–
–
–
–
–
–
567 679
567 679
567 695
–
–
–
–
Subtotal
550 924
92 661
(226 367)
417 218
7 386 966
6 694 225
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
137
Table 1 – Overview of LTI awards for Basil Sgourdos (continued)
Main conditions of share plans
Number of unvested awards1
Value in US$
Basil
Sgourdos
Performance
metric
Award
date
Vesting
date(s)
Expiry date
Strike
price of
option/SAR
Opening
balance
1 April 2021
(unvested)
Awarded
during
the year
Vested
during
the year
Naspers
N Share
Options
(SOs)
Four-year
share price
growth
29/08/2016
29/08/2021
29/08/2026
2 323.52
08/09/2017
08/09/2021
08/09/2027
2 755.72
25/06/2018
25/06/2021
25/06/2028
3 100.99
25/06/2018
25/06/2022
25/06/2028
3 100.99
16/07/2019
16/07/2021
16/07/2029
3 494.00
16/07/2019
16/07/2022
16/07/2029
3 494.00
16/07/2019
16/07/2023
16/07/2029
3 494.00
21/09/2020
21/09/2021
21/09/2030
2 827.88
21/09/2020
21/09/2022
21/09/2030
2 827.88
21/09/2020
21/09/2023
21/09/2030
2 827.88
21/09/2020
21/09/2024
21/09/2030
2 827.88
13/07/2021
13/07/2022
13/07/2031
2 819.37
13/07/2021
13/07/2023
13/07/2031
2 819.37
13/07/2021
13/07/2024
13/07/2031
2 819.37
13/07/2021
13/07/2025
13/07/2031
2 819.37
Subtotal
26/08/2021
26/08/2022
26/08/2031
26/08/2021
26/08/2023
26/08/2031
Prosus Share
Options
(SOs)
Four-year
share price
growth
26/08/2021
26/08/2024
26/08/2031
26/08/2021
26/08/2025
26/08/2031
71.61
71.61
71.61
71.61
Subtotal
Total
3 231
1 444
8 277
8 277
2 052
2 052
2 055
2 105
2 105
2 105
2 105
–
–
–
–
35 808
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1 372
1 372
1 372
1 373
5 489
1 360
1 360
1 360
1 362
5 442
Potential
gain of
awards
vested
during
the year
at vesting
date2
290 772
121 678
701 410
Closing
balance
31 March
2022
(unvested)
–
–
–
(3 231)
(1 444)
(8 277)
–
8 277
–
(2 052)
–
119 303
–
–
(2 105)
–
–
–
–
–
–
–
2 052
2 055
–
2 105
2 105
2 105
1 372
1 372
1 372
1 373
–
–
–
–
–
–
–
–
–
–
(17 109)
24 188
1 233 163
–
–
–
–
–
1 360
1 360
1 360
1 362
5 442
–
–
–
–
–
Fair
value of
unvested
awards
31 March
20223
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
628 073
136 059
(243 476)
520 656
8 620 129
15 026 503
1 The aggregated cash-settled liability of vested unexercised SARs is included in the aggregated cash-settled liability in note 37 of the consolidated financial statements on page 130. The share-
based compensation reserve of vested but unexercised SO is included in the aggregated retained earnings balance shown on the consolidated statement of changes in equity of the
consolidated financial statements on page 42.
2 The potential gain of awards vested in FY22 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 FY22. 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 one Prosus share is linked to each SO/PSU. The value of the Prosus share is included where relevant.
3 The fair value of unvested awards on 31 March 2022 is calculated by taking the difference between the closing share price on 31 March 2022 and the offer price (if applicable) and multiplying
that difference by the number of unvested SOs/SARs/PSUs as at 31 March 2022 and assuming 100% vesting for the PSU awards. The closing share price applied for the Naspers Global
Ecommerce SAR Plan reflects the best estimate share price as at 31 March 2022 and is in line with the group’s IFRS 2 liability on page 130 of the AFS which does not reflect the impact of the
non-adjusting subsequent event regarding the intended sale of Avito. All impacted LTI plans, including the Naspers Global Ecommerce SAR Plan, will remain under a ban on trade until such time
as the sale of Avito is successfully concluded, and accordingly, participants will not be able to exercise their vested awards. 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 one (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.
4 Given the announcement of our intention to decouple Avito operationally from the group prior to the end of the financial year and the subsequent announcement of our intended sale of Avito, the
board cannot yet determine the achievement of the PSU performance condition until the sale of that business has been concluded. The vesting date will be delayed accordingly.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 138
Implementation of remuneration policy continued
Figure 1 – the balance of the executive directors’ unvested LTIs
(based on potential value) as at 31 March 2022:
Bob van Dijk
Basil Sgourdos
Naspers PSUs
Prosus PSUs
Naspers SOs
Prosus SOs
Ecommerce SARs
Total
%
44
5
0
0
51
100
Naspers PSUs
Prosus PSUs
Naspers SOs
Prosus SOs
Ecommerce SARs
Total
%
50
6
0
0
44
100
Executive directors’ LTI exercised in FY22
Basil Sgourdos exercised Naspers SOs in the MIH Internet
Holdings B.V. Share Trust which were due to expire on 2 July 2022
and he disposed of the Naspers shares that he received. The full
net gain after tax was reinvested back into the group in the form of
Prosus N ordinary shares which he bought on the open market.
The pre-tax gain amounted to US$2 418 642 and includes the value
of the Prosus shares linked to his Naspers SOs as a result of the
Prosus capitalisation issue in 2019. Details of the transaction are
summarised in the table on the right.
Figure 2 – LTI exercised in FY22 by Basil Sgourdos
Date exercised
Number of SOs/
SARs
Gross gain
(pre-tax)
Naspers N
SOs
Naspers N
SOs – linked
Prosus shares
31 January
2022
31 January
2022
11 124 US$1 502 965
11 124
US$915 677
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 JSE/Euronext for the purpose of issuing new
Naspers SOs, Naspers PSUs, Naspers RSUs, Prosus SOs, Prosus
PSUs and Prosus RSUs to employees and settling gains made on
all share-based incentive schemes (prior to 31 March 2020).
In FY22, the group purchased Naspers N shares to the value of
US$38m (FY21: US$48m) and Prosus N shares to the value of
US$182m (FY21: US$65m) in the market, totalling US$220m (FY21:
US$113m). Details of these Naspers and Prosus share purchases
are summarised in figure 3 below and figure 1 on page 139
respectively.
Figure 3 – Prosus shares purchased in the market
2022
2021
Number of
shares
Purchase price
(US$)2
Average market
price range (€)
Number of
shares
Purchase price
(US$)2
Prosus N.V. Share Award and Option
Plan Trust1
2 064 211
182 002 007
42.44 and
84.58
670 032
64 703 088
Average
purchase price
range (€)
77.40 and
108.81
1 The Prosus N.V. Share Award Plan is used to grant Prosus RSUs to employees of the group (executive directors are not eligible to receive RSUs) and PSUs to executive directors and eligible senior
management. The Prosus N.V. Share Option Plan is used to grant Prosus Options to executive directors and eligible senior management. Shares are purchased on Euronext and JSE Limited,
Johannesburg’s stock exchange, for non-South African and South African employees respectively.
2 Purchase price in euro (€) converted to US dollar (US$) by using the exchange rate on date of purchase.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
139
Average
purchase price
range (R)
2 978.39
to
3 111.41
Implementation of remuneration policy continued
Figure 1 – Naspers shares purchased in the market
2022
2021
Number of
shares
Purchase price
(US$)2
Average market
price range (R)
Number of
shares
Purchase price
(US$)2
MIH Internet Holdings Share Trust1
77 813
16 125 917
MIH Holdings Share Trust1
71 096
14 545 917
2 467.00
to
2 978.27
1 978.64
to
2 978.27
107 101
19 444 686
68 718
12 285 548
3 042.13
Naspers Restricted Stock Plan Trust
36 939
7 712 018
2 978.27
92 918
16 612 074
3 042.13
Total
185 848
38 383 852
268 737
48 342 308
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 SA rand (R) converted to US dollar (US$) by using the exchange rate on date of purchase.
Dilutive impact of group LTI schemes
The board has determined that no more than 5% of the current N
ordinary share capital may be used for purposes of share-based
incentive schemes.
Statement of compliance
Termination payments
No termination payments were made to executive and non-
executive directors on termination of employment or office in FY22.
LTI costs
LTIs across the group account for 15.5% of total staff costs, and 3%
of overall group costs, for example, the cost of providing services
and sale of goods, selling, general and administration expenses.
The LTI costs decreased due to changes in valuation assumptions,
including share prices and volatility, as well as the impact of
allocations made and vesting of options. Further details can
be found in note 37 on page 130 of the consolidated financial
statements at www.naspers.com.
Malus and clawbacks
Malus and clawback provisions apply to the STI and LTI awarded
to executive directors and the directs of the CEO. In FY22, no malus
or clawback was applied to any remuneration of the executive
directors and the directs of the CEO.
CEO shareholding requirement
The CEO’s shareholding requirement of rebalancing 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, is already met.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
140
Looking forward to FY23
Given the increase in the discount to net asset value, we
determined for FY23 to make three material changes in CEO and
CFO remuneration. First, as is also suggested for the board, there
will be no increase to base salary. Second, there will be no
issuance of LTIs for the financial year. Finally, a new discount-linked
STI is being put forth to ensure intense focus is put into material
reduction of the discount to net asset value.
We believe this one-year decision is prudent and consistent with
our commitment to ensure there is proper alignment between
executive and shareholder outcomes.
The special incentive, if approved by shareholders, will be a
discount-linked STI whereby the CEO and CFO will only be paid
on successful discount reduction. The aspiration is to create an
FY23 single-figure table
EUR’000
Variable remuneration
Executive director
Bob van Dijk, CEO
Basil Sgourdos, CFO
Fixed
remuneration1
Standard STI2
Discount-
linked STI3
1 296
1 085
1 296
3 150
1 085
1 807
FY23 single-figure table
US$’000
Variable remuneration
Executive director
Bob van Dijk, CEO
Basil Sgourdos, CFO
Fixed
remuneration1
Standard STI2
Discount-
linked STI3
1 435
1 200
1 435
3 486
1 200
2 000
even greater focus on discount improvement and to align the
incentives outcome directly with shareholder outcomes. Moreover,
we believe that a discount reduction only deserves CEO and CFO
remuneration if the reduction holds. The above-mentioned special
incentive will be held in reserve until 31 March 2024 and
remeasured against a claw-back provision. After the first fiscal
year, the committee will evaluate the success of the special
incentive and determine whether another similar incentive should
be implemented for the subsequent financial year.
We believe strongly that discount reduction is fundamental to
maximising shareholder returns and desire to ensure the CEO’s
incentives are aligned with those of our shareholders. It is in this
light that, although LTI continues to be an important element in our
executive compensation, the committee decided not to award LTIs
for FY23. The committee does intend to award LTIs in FY24.
LTI4
0
0
LTI4
0
0
Other
benefits5
Total
remuneration6
44
15
5 871
4 077
Other
benefits5
Total
remuneration6
49
16
6 498
4 510
Proportion of
fixed and
variable
remuneration
22%/78%
27%/73%
Proportion of
fixed and
variable
remuneration
22%/78%
27%/73%
Pension
85
85
Pension
94
94
1 The executive directors will not receive an increase in base salary for FY23.
2 This is the at-target and also maximum STI as a percentage to base salary. FY23 STI goals are shown on page 141 of this remuneration report.
3 This special cash incentive, if approved by shareholders, will be a discount-linked STI whereby the CEO and CFO will only be paid on successful discount reduction. This target amount is also the
maximum amount achievable. Any achievement pay-out on this FY23 discount-linked STI will be held in reserve until 31 March 2024 and remeasured against a claw-back provision.
4 There will be no FY23 LTI award for the executive directors.
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.
Discount-linked STI
The special incentive, if approved by shareholders, will be a
discount-linked STI whereby the CEO and CFO will only be paid on
successful discount reduction. The aspiration is to create an even
greater focus on discount improvement and to align the incentives
outcome directly with shareholder outcomes. Moreover, we believe
that a discount reduction only deserves CEO and CFO
remuneration if the reduction holds. The above-mentioned special
incentive will be held in reserve until 31 March 2024 and
remeasured against a claw-back provision.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Implementation of remuneration policy continued
141
FY23 STI goals
In this report, we have clearly disclosed the STI goals and
achievements for FY22. We believe that showing our competitors
details of the STI targets before the end of the financial year, is not
in the best interests of our shareholders, but from FY23 onwards,
we will be disclosing these targets retrospectively.
All financial, strategic, operational and ESG goals are measurable
and validated.
The committee undertakes a thorough assessment to ensure that
targets are sufficiently stretched in the context of potential
remuneration delivered.
Bob van Dijk
Target and maximum STI opportunity: 100% base salary (standard FY23 STI)
Group financial goals
Weighting % Description
Maximum payout
Core headline earnings
(including Tencent)
19.05% Achieve core headline earnings at target, including Tencent
€246 965
Free cash flow
19.05% Achieve free cash outflow at target
€246 965
Strategic, operational and environment,
social and governance (ESG) goals
Weighting % Description
Ecommerce financials
14.28% Deliver organic topline growth at target, excluding Tencent
14.28% Manage trading loss at target
Sustainability: Diversity and
inclusion
16.67%
Promote diversity and inclusion in the function and ensure high
employee engagement
Sustainability: Climate
sustainability
16.67%
Reduce scope 1 and 2 emissions to zero at group level by
year-end FY23
Maximum payout
€185 127
€185 127
€216 111
€216 111
Basil Sgourdos
Target and maximum STI opportunity: 100% of base salary (standard FY23 STI)
Group financial goals
Weighting % Description
Maximum payout
Core headline earnings
(including Tencent)
19.05% Achieve core headline earnings at target, including Tencent
US$228 665
Free cash flow
19.05% Achieve free cash outflow at target
US$228 665
Strategic, operational and ESG goals
Weighting % Description
Maximum payout
Taxation
9.52% Execute plans to navigate the changing global tax landscape
US$114 272
Governance, internal audit and
risk management
9.52%
Ensure that effective systems of internal control are operated
throughout the group’s controlled entities
Balance sheet
9.52%
Take action to support our debt ratings responding to macro
impacts on the balance sheet
Sustainability: Diversity and
inclusion
16.67%
Promote diversity and inclusion in the function and ensure high
employee engagement
Sustainability: Climate
sustainability
16.67%
Reduce scope 1 and 2 emissions to zero at group level by
year-end FY23
US$114 272
US$114 272
US$200 097
US$200 097
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
142
Non-executive directors
Non-executive directors’ fees
Given the global scale and complexity of the businesses that the
group operates and in which it has interests, 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 primarily market fee levels for the Naspers and Prosus
industry peers internationally, as well as fee levels observed in
the Top 10 AEX and JSE companies.
At the August 2021 AGM, shareholders approved a 5% increase
of the non-executive directors’ fees for FY22 and FY23, based
on recent review of the external market data and inputs from our
advisory partners. However, in view of the share performance,
the board is proposing to defer the FY23 fee increase to FY24.
Non-executive directors’ fee development
Board
Committees
Trustees of group share schemes/other personnel funds
All members: Daily fees when travelling to and attending meetings outside home country
2020
%
2021
%
2023
% (deferring
to 2024)
2022
%
2024
%
5
5
5
0
0
0
0
0
5
5
5
0
0
0
0
0
5
5
5
0
Note: Following the listing of Prosus N.V. (Prosus) on Euronext Amsterdam in September 2019, Naspers non-executive directors serve on the boards of both companies.
As a result of the non-executive directors assuming these dual responsibilities, the fees are split between Naspers and Prosus, on a 30/70 basis.
No additional fees are paid to boards 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 short- or long-term incentives 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
In US$ (unless otherwise stated)
Board
Naspers:
31 March 20221
Prosus:
31 March 20221
31 March 20221
31 March 2021
Chair2
Member
Daily fees when travelling to
and attending meetings
outside home country
156 973
62 789
366 270
146 508
523 243
209 297
498 325
199 330
1 050
2 450
3 500
3 500
Committees
Audit committee
Risk committee
Chair
Member
Chair
Member
Human resources and remuneration committee
Chair
Nominations committee
Social, ethics and sustainability committee
Member
Chair
Member
Chair
Member
38 675
15 470
22 972
9 189
27 177
10 871
14 648
5 859
20 104
8 042
90 241
36 096
53 601
21 440
63 413
25 365
34 178
13 671
46 909
18 764
128 915
122 775
51 566
76 573
30 629
90 590
36 236
48 825
19 530
67 013
26 805
49 110
72 925
29 170
86 275
34 510
46 500
18 600
63 825
25 530
Other
Trustee of group share
schemes/other personnel
funds
R16 934
R39 514
R56 448
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. He receives no compensation for serving on
the board of Tencent
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
143
Non-executive directors’ fees
US$’000
Directors’ fees1
FY22
Committee and
trustee fees
Other fees2
Total
Directors’ fees1
FY21
Committee and
trustee fees
Other fees2
Total
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsi-
diary
Paid by
company
Paid by
subsidiary
Paid by
company
Paid by
subsi-
diary
Paid by
company
Paid by
subsi-
diary
Paid by
company
Paid by
subsi-
diary
FY21
CL Enenstein
244
Non-
executive
directors
JP Bekker3
EM Choi4
HJ du Toit5
DG Eriksson6
M Girotra
RCC Jafta
AGZ Kemna7
FLN Letele
D Meyer
R Oliveira
de Lima
SJZ Pacak
MR Sorour8
JDT Stofberg
BJ van
der Ross9
Y Xu
Total
558
109
–
234
244
160
244
241
244
244
244
244
244
244
24
–
–
–
–
–
–
27
–
110
–
52
8
–
–
–
–
–
72
127
42
–
–
–
–
–
139
–
–
–
54
27
67
56
205
–
27
27
–
–
–
–
–
–
–
–
–
–
FY22
590
136
–
–
–
–
50
404
–
–
–
–
–
–
286
485
214
271
–
308
50
350
–
449
120
503
–
271
–
271
–
244
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
533
224
–
234
234
234
234
–
231
234
234
234
234
231
234
177
22
–
–
–
–
–
65
–
–
–
–
–
150
–
–
–
–
64
–
105
260
49
150
–
26
26
53
59
–
26
29
–
7
–
–
–
–
–
23
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
-
–
–
–
50
–
–
–
–
–
–
50
–
120
–
–
–
562
288
–
389
494
283
472
–
257
260
337
293
504
257
263
177
220
4 836
3 498
235
779
50
220
4 782
3 502
237
847
30
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 after-tax rand equivalent of all his director’s fees to education. This year the recipient will be the primary school in Heidelberg, Gauteng, South Africa, that he
attended.
4 Emilie Choi resigned with effect from 26 August 2021.
5 Hendrik du Toit elected not to receive directors’ fees.
6 Retired with effect from 1 April 2021.
7 Appointed with effect from 15 April 2021.
8 Mark Sorour received US$14 227.13 from MIH Holdings Proprietary Limited for the period 1 April 2021 to 31 March 2022. 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. Originally, it was noted that the company will provide an annual allowance to cover the difference
in cost for retired scheme members during FY20 and FY21 only. However, this was extended to FY22. This is not disclosed in the above table.
9 Retired with effect from 1 April 2022.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Implementation of remuneration policy continued
144
General notes
Directors’ fees include fees for services as directors, where
appropriate, of Naspers 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
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.
As announced on 20 December 2021, Sharmistha Dubey was
appointed as a non-executive director of Naspers with effect from
1 April 2022.
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 have 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 834 540 (2021: 657 609)
Prosus A1 shares.
Compliance
There were no deviations from the executive and non-executive
directors’ remuneration policy in FY22.
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 2022:
Name
SJZ Pacak
JDT Stofberg
Total
31 March 2022
31 March 2021
Naspers A ordinary shares
Naspers A ordinary shares
Beneficial
Beneficial
Direct
Indirect
Total
Direct
Indirect
Total
–
–
–
105
175
280
105
175
280
–
–
–
105
175
280
105
175
280
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Implementation of remuneration policy continued
Figure 1
The executive and non-executive directors had the following interests in Naspers N ordinary shares on 31 March 2022:
145
Name
JP Bekker2
EM Choi3
HJ du Toit2
CL Enenstein
DG Eriksson4
M Girotra
RCC Jafta
AGZ Kemna5
FLN Letele6
D Meyer
R Oliveira de Lima
SJZ Pacak2
V Sgourdos2, 7
MR Sorour2
JDT Stofberg2
BJ van der Ross2, 8
B van Dijk2
Y Xu
Total
31 March 2022
31 March 2021
Naspers N ordinary shares
Naspers N ordinary shares
Beneficial
Beneficial
Direct
Indirect1
Total
Direct
Indirect
Total
1 687 887
1 687 887
–
–
1 265
–
–
–
–
–
2 604
–
–
–
–
3 512
–
–
–
–
–
1 265
415
–
–
–
–
2 604
2 604
–
–
–
–
4 688 691
4 688 691
–
–
415
–
–
–
–
–
–
–
3 512
415
–
–
–
2 604
–
–
–
–
415
–
–
–
–
–
–
–
113 986
82 800
196 786
316 635
134 000
450 635
11 694
104 395
116 089
32 483
98 410
130 893
1 349
166 636
167 985
2 145
159 295
161 440
81 028
291 888
372 916
183 317
291 888
475 205
918
295
1 213
2 550
820
3 370
18 651
1 088 957
1 107 608
51 809
1 003 928
1 055 737
–
–
–
–
–
–
231 495
3 423 273
3 654 768
595 055
6 377 447
6 972 502
1 Naspers SOs that have been released (vested), but have not yet been exercised, are included in the indirect column:
Bob van Dijk: 1 088 957 (2021: 1 003 928). Basil Sgourdos: 104 395 (2021: 98 410). Mark Sorour: 166 194 (2021: 158 853). Steve Pacak: 54 000 (2021: 54 000).
2 Each of these directors participated in the share exchange which was approved by Prosus shareholders on 9 July 2021 and concluded on 16 August 2021. As part of this transaction, the directors
traded a portion of their Naspers N ordinary shares in exchange for Prosus ordinary shares N.
3 Resigned as a director of Prosus and Naspers on 26 August 2021.
4 Resigned as a director of Prosus and Naspers on 1 April 2021.
5 Appointed as a director of Naspers on 15 April 2021.
6 On interrogation of the Naspers certificated register, the direct holding has been restated. The comparative has also been restated.
7 On 31 January 2022, Basil Sgourdos had exercised 11 124 Naspers and Prosus options and decided to dispose of the Naspers N ordinary shares he received and to retain the Prosus ordinary
shares N. The full net gain after tax on disposal of these shares was reinvested back into the group in the form of Prosus ordinary shares N when, on 1 March 2022, he purchased 20 000 Prosus
ordinary shares N at a volume-weighted average value per share of €56.3933.
8 Resigned as a director of Prosus and Naspers on 1 April 2022.
.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Additional information
Graphic overview of our LTI plans
PSU
How does a performance share unit (PSU) work?
Achievement of
performance condition
Continued
employment
Award made:
Performance
conditions and
vesting period
specified
at grant
Date
3rd
anniversary
of grant
(year three)
146
If yes
According to
number of
shares released
to participant (0%
to 200% of
awarded PSUs)
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. If the threshold level of
performance is not achieved, no shares will be awarded to the participant.
SAR
How does a share appreciation right (SAR) work?
Awarded:
10 000 SARs at
a value of
US$10
per SAR
Percentage
of SARs
vesting
Date
Total
number
of SARs
vested
25%
1st
anniversary
of grant
(year one)
2 500
25%
2nd
anniversary
of grant
(year two)
5 000
25%
3rd
anniversary
of grant
(year three)
7 500
25%
4th
anniversary
of grant
(year four)
10 000
After two years the employee, assuming they didn’t exercise their first 2 500 after year one, 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. If there is no increase in share value there is no gain to the participant.
SO
How does a stock option (SO) work?
Offered:
400 SOs, and the
closing price on
the grant date
is US$100 per
scheme share
Share
option
vestings
Date
Total
number of
SOs
vested
25%
1st
anniversary
of grant
(year one)
100
25%
2nd
anniversary
of grant
(year two)
200
25%
3rd
anniversary
of grant
(year three)
300
25%
4th
anniversary
of grant
(year four)
400
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. If there is no increase in share value there is no gain to the participant.
RSU
How does a restricted share unit (RSU) work?
Awarded:
200 RSUs
RSU
vestings
Date
Total
number
of RSUs
vested
25%
1st
anniversary
of grant
(year one)
50
25%
2nd
anniversary
of grant
(year two)
100
25%
3rd
anniversary
of grant
(year three)
150
25%
4th
anniversary
of grant
(year four)
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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Additional information continued
LTI policies
Date and price of SARs, SOs 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 SARs
or SOs ‘into the money’. There is no strike price for a PSU or an
RSU, these are full-value shares and PSUs vest only if there is an
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 Prosus group holding unvested PSUs, RSUs or
SOs 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 FY22, we continued to broaden the use of RSUs as an effective
LTI for many of our employees. RSUs are a common and widely
spread LTI vehicle across the competitive consumer technology
sector. For our senior roles (excluding senior executives), RSUs will
continue to be complemented with SAR allocations on our unlisted
assets, aligning the incentive to the performance delivery and
value creation in the underlying business segments. With that, RSUs
do not come in addition to SARs, but are part of the blend of LTI
offered.
It is noted that RSUs are not available to the CEO, CFO, or other
senior executives across the group. In an exceptional case, RSUs
may be applied for a new hire, when necessary to ‘buy out’
remuneration forfeited on joining the company.
Our 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. Effective 1 April 2022, we are limiting the expiry
period of our SARs plans to six years.
147
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 Prosus 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 Prosus, the SAR 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 SAR or SO was granted, at which the
participant can buy the share at a later date (or in the case of a
SAR, used to calculate a gain).
Exercise price
The price of the share at the time the participant chooses to
exercise their SARs or SOs. 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 SARs, PSUs (for executives only), RSUs (not for
executives) or SOs.
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 teams
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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 About this report
This integrated annual report assesses our performance for the financial year ended
31 March 2022. We aim to provide a picture of our progress and impact on society.
148
Reporting
We measure our performance by evaluating how we create
value for our key stakeholders by taking account of the six capitals.
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.
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 are required to comply
with applicable law and regulation. The group also encourages
its associates and investees 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 data (GHG emissions),
is included as an appendix ‘Boundaries and scope of our
GHG accounting’ to this report. Group reporting standards are
continually being developed to make disclosure meaningful
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 page 1.
References to appendices and links to the website are not
considered part of this integrated annual report but are included
for additional information.
Non-IFRS financial measures and alternative
performance measures
In presenting and discussing our performance, we use certain
alternative performance measures not defined by IFRS referred
to as non-IFRS financial measures, Alternative performance
measures or APMs. Such measures include economic-interest
basis information; trading profit; adjusted EBITDA; headline
earnings; core headline earnings; and growth in local currency,
excluding acquisitions and disposals.
Segmental reviews in this report are prepared showing revenue
on an economic-interest basis (which includes consolidated
subsidiaries and a proportionate share of associated companies
and joint ventures), unless otherwise stated. Numbers included in
brackets represent the equivalent measure on the basis of growth
in local currency, excluding acquisitions and disposals.
The group provides APMs because the board believes these
provide investors with additional information to measure its
operating performance. These APMs should not be viewed in
isolation as alternatives to the equivalent IFRS measures and
should be used as supplementary information in conjunction with
the most directly comparable IFRS measures. APMs do not have
a standardised meaning under IFRS and therefore may not be
comparable to similar measures presented by other companies.
Their usefulness is therefore subject to limitations.
Refer to:
— Note 22 ‘Segment information’ of the consolidated financial
statements for a reconciliation to the nearest IFRS measure of
the following alternative performance measures used in the
segment information: revenue on an economic-interest basis;
adjusted EBITDA; and trading profit or loss.
— Note 23 ‘Earnings per share’ of the consolidated financial
statements for a reconciliation to the nearest IFRS measure of
headline earnings.
Eleven material issues
Financial
performance
Responsible
investments
The resources we need
People
Innovation
AI
Business culture,
ethics and integrity
Climate action
Digital inclusion
Cyber-resilience
Data privacy
Community
investment
Financial
Human
Manufactured
Intellectual
Social
Natural
• Financial performance
• Responsible
investments
• Human capital
• Human rights
• Innovation
• IT infrastructure
breakdown
• AI
• Data privacy
• IT governance
• Cyber-resilience
• Community investment
• Geopolitical stability
• Business culture, ethics
and integrity
• Digital inclusion
• Customer centricity
• Climate action
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
About this report continued
Legislation and frameworks that inform our reporting
We are guided by the following standards in preparing this
integrated annual report:
• 2013 Framework of the International Integrated Reporting
Council (IIRC) (now part of the Value Reporting Foundation/
SASB): 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).
• To meet the needs of investors and analysts and provide
financially material information for all our stakeholders, we base
our disclosures where possible with the Industry Standards of the
Sustainability Accounting Standards Board (SASB).
• We support the United Nations Sustainable Development Goals
(UN SDGs) and, like many other businesses, have identified
which of the goals closely align with our business.
• South African Companies Act 71 of 2008, as amended
(Companies Act).
• King IV Report on Corporate Governance for South Africa
(King IVTM)2.
• IFRS.
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 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 2022 was audited by
PricewaterhouseCoopers Inc. (PwC) (refer to page 153 for its
report). In addition, PwC performed limited assurance on our
scope 1 and scope 2 carbon footprint (refer to pages 48 and 49).
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.
149
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.
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 2022 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 2022.
On behalf of the board
Koos Bekker
Chair
Cape Town
25 June 2022
Bob van Dijk
Chief executive
1 As identified in the framework of the International Integrated Reporting Council: financial,
human, intellectual, manufactured, social and natural capitals.
2 The Institute of Directors in Southern Africa NPC (IoDSA) owns all copyright and trademarks
for King IVTM.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 150
Financial
statements
151 Chief executive and financial director responsibility statement
152 Statement of responsibility by the board of directors
153 Independent auditor’s report
154 Summarised consolidated annual financial statements
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Chief executive and financial director responsibility statement
151
The directors, whose names are stated below, hereby confirm that –
a.
the annual financial statements set out on pages 154 to 188, 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.
d.
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
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
25 June 2022
Basil Sgourdos
Financial director
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
Statement of responsibility by the board of directors
for the year ended 31 March 2022
152
In discharging this responsibility, the board of directors of Naspers Limited rely on the management of the group to prepare the
consolidated annual financial statements, separately available at 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 the audit were valid and appropriate.
PricewaterhouseCoopers Inc.’s audit report is presented on page 1.
The summarised consolidated annual financial statements were approved by the board of directors on 25 June 2022 and are signed
on its behalf by:
Koos Bekker
Chair
25 June 2022
Bob van Dijk
Chief executive
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 153
Independent auditor’s report on the summarised consolidated financial statements
To the Shareholders of Naspers Limited
Opinion
The summarised consolidated financial statements of Naspers Limited, set out on pages 154 to 180 of the Integrated Annual
Report, which comprise the summarised consolidated statement of financial position as at 31 March 2022, the summarised
consolidated income statement, and the summarised consolidated statements of comprehensive income, changes in equity
and cash flows for the year then ended, and related notes, are derived from the audited consolidated financial statements
of Naspers Limited for the year ended 31 March 2022.
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.
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 25 June
2022. 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.
Directors’ 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 summary financial statements, 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.
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.
PricewaterhouseCoopers Inc.
Director: Vicki Myburgh
Registered Auditor
Johannesburg
25 June 2022
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 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Summarised consolidated income statement
year ended 31 March
Revenue from contracts with customers
Cost of providing services and sale of goods
Selling, general and administration expenses
Other gains/(losses) – net
Operating loss
Interest income
Interest expense
Other finance (cost)/income – net
Share of equity-accounted results1
Impairment of equity-accounted investments
Dilution gains on equity-accounted investments
Gains on partial disposal of equity-accounted investments
Net (losses)/gains on acquisitions and disposals
Profit before taxation
Taxation2
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 per ordinary share (US cents)
Diluted headline earnings per ordinary share (US cents)
Includes equity-accounted results from associates. Refer to note 10.
1
2 Refer to note 12 for details on the prior-year tax credit.
154
2021
US$’m
5 934
(4 088)
(2 932)
(103)
(1 189)
101
(268)
207
7 095
(32)
981
19
308
7 222
46
7 268
5 304
1 964
7 268
1 243
1 204
970
933
31 March
2022
US$’m
7 940
(5 617)
(3 061)
(156)
(894)
64
(411)
(84)
9 255
(587)
95
12 339
(1 133)
18 644
(106)
18 538
12 223
6 315
18 538
4 218
4 127
559
479
Notes
6
8
7
7
7
10
10
10
10
8
5
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Summarised consolidated statement of comprehensive income
year ended 31 March
155
Profit for the year
Total other comprehensive (loss)/income, net of tax, for the year
Items that may be subsequently reclassified to profit or loss
Translation of foreign operations1
Recognition of cash flow hedge
Derecognition of cash flow hedge
Share of equity-accounted investments‘ movement in OCI2
Items that may not be subsequently reclassified to profit or loss
Fair-value (losses)/gains on financial assets through OCI
Share of equity-accounted investments‘ movement in OCI and NAV3
10
Total comprehensive income for the year
Attributable to:
Equity holders of the group
Non-controlling interests
Includes the reclassification to the income statement of US$1.14bn relating to the loss of significant influence of VK. Refer to note 3.
1
2 This relates to movements in equity-accounted investmentsʼ foreign currency translation reserve.
3 This relates to (losses)/gains from the increase in share prices of Tencent's listed investments carried at fair value through other comprehensive income and the group's share in the
share-based compensation reserve of equity-accounted investments.
Note
31 March
2022
US$’m
18 538
(2 391)
2021
US$’m
7 268
8 973
1 611
2 023
(99)
119
(814)
(509)
(2 699)
16 147
11 980
4 167
16 147
—
—
(424)
555
6 819
16 241
11 989
4 252
16 241
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Summarised consolidated statement of financial position
as at 31 March 2022
156
ASSETS
Non-current assets
Property, plant and equipment
Goodwill
Other intangible assets
Investments in associates
Investments in joint ventures
Other investments and loans1
Other receivables
Deferred taxation
Current assets
Inventory
Trade receivables
Other receivables and loans
Derivative financial instruments
Other investments
Short-term investments
Cash and cash equivalents
Assets classified as held for sale
TOTAL ASSETS
EQUITY AND LIABILITIES
Capital and reserves attributable to the group’s equity holders
Share capital and premium*
Treasury shares*
Other reserves
Retained earnings
Non-controlling interests
TOTAL EQUITY
Non-current liabilities
Capitalised lease liabilities
Liabilities – interest-bearing
– non-interest-bearing
Other non-current liabilities
Post-employment medical liability
Cash-settled share-based payment liability
Deferred taxation
Current liabilities
Current portion of long-term debt
Trade payables
Accrued expenses1
Other current liabilities1
Cash-settled share-based payment liability1
Bank overdrafts
Liabilities classified as held for sale
TOTAL EQUITY AND LIABILITIES
31 March
Notes
2022
US$’m
Restated*
2021
US$’m
1 April
Restated*
2020
US$’m
9
10
11
11
16
13
13
55 793
736
3 458
964
44 461
146
5 862
135
31
15 524
571
318
912
27
—
3 924
9 733
15 485
39
71 317
20 581
4 611
(43 753)
14 803
44 920
29 547
50 128
16 550
272
15 611
50
168
21
184
244
4 639
198
609
1 797
1 032
985
18
4 639
—
71 317
46 130
545
2 186
825
40 566
160
1 804
17
27
7 687
397
185
624
18
1 258
1 439
3 758
7 679
8
53 817
29 194
4 611
(3 679)
(3 753)
32 015
11 667
40 861
8 647
240
7 860
48
98
22
150
229
4 309
110
395
1 567
1 251
977
9
4 309
—
53 817
26 807
457
2 237
898
22 235
74
881
5
20
9 512
260
139
542
—
—
4 060
4 303
9 304
208
36 319
21 750
4 611
(1 249)
(8 846)
27 234
8 178
29 928
4 184
231
3 508
20
167
17
40
201
2 207
67
322
995
747
18
32
2 181
26
36 319
* Refer to note 3 for details of the group’s reclassification of treasury shares during the current period.
1 Accrued expenses, other current liabilities and cash-settled share-based payment liabilities were previously aggregated into ʼAccrued expenses and other current liabilitiesʼ. These balances are now presented
separately due to their significance. Non-current derivative assets have been aggregated with other investments and loans, and non-current derivative liabilities with other non-current liabilities as a result of them
being immaterial.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Summarised consolidated statement of changes in equity
for the year ended 31 March 2022
Balance at 1 April 2020
Reclassification of treasury shares1
Restated balance at the beginning of the year
Total comprehensive income for the year
Profit for the year
Total other comprehensive income for the year
Share-based compensation movements
Share-based compensation expense
Transfers to retained earnings
Other share-based compensation movements3
Direct equity movements
Direct movements from associates
Transfers of reserves as a result of disposals
Other direct equity movements
Remeasurement of written put option liabilities
Other movements
Shares repurchased by group companies2
Dividends paid4
Transactions with non-controlling shareholders
Balance at 31 March 2021
Restated balance at 1 April 2021
Total comprehensive income for the year
Profit for the year
Total other comprehensive loss for the year
Movement due to share exchange5
Treasury share movements
Share-based compensation movements
Share-based compensation expense
Transfers to retained earnings
Modification of share-based compensation benefits
Direct equity movements
Direct movements from associates
Realisation of reserves as a result of partial disposals of associates
Realisation of reserves as a result of disposals
Cancellation of written put option liabilities
Remeasurement of written put option liabilities
Other movements
Dividends paid4
Transactions with non-controlling shareholders6
Balance at 31 March 2022
157
Foreign
currency
trans-
lation
reserve
US$’m
(2 974)
—
(2 974)
1 141
—
1 141
—
—
—
—
(8)
—
(1)
(7)
—
—
—
—
—
(1 841)
(1 841)
381
—
381
—
—
—
—
—
—
30
—
—
30
—
—
—
—
Share
capital
and
premium
US$’m
3 362
1 249
4 611
Treasury
shares
US$’m
—
(1 249)
(1 249)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
4 611
4 611
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2 430)
—
—
(3 679)
(3 679)
—
—
—
(38 762)
(1 312)
—
—
—
—
—
—
—
—
—
—
—
In the prior year the decrease in retained earnings includes a decrease of US$479.5m related to the modification of equity-settled schemes.
1 Refer to note 4 for details of the group’s reclassification of treasury shares.
2 Relates to the share repurchase programme. Refer to note 24.
3
4 The dividend was approved on 25 August 2021 (2021: 18 August 2020) and was paid on 6 December 2021 (2021: 17 November 2020).
5 Refer to note 4 for details of the share exchange transaction.
6
Includes the Prosus N.V. share repurchase programme. Refer to note 9.
4 611
(43 753)
(1 430)
3 002
2 811
44 920
Valuation
reserve
US$’m
281
—
281
4 996
4 996
(233)
(235)
5 044
5 044
(1 155)
(1 155)
(887)
(507)
(332)
(48)
—
—
—
—
—
2
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Existing
control
business
combi-
nation
reserve
US$’m
(8 029)
(8 029)
134
111
23
(398)
51
—
—
(1 104)
(9 346)
(9 346)
21 812
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
7
—
—
7
—
—
94
100
(2 247)
10 420
Share-
based
compen-
sation
reserve
US$’m
1 876
—
1 876
548
—
548
42
64
(48)
26
(6)
—
(4)
(2)
—
—
—
—
(70)
2 390
2 390
531
531
—
—
—
3
50
(45)
(2)
(117)
(117)
—
—
—
—
4
—
—
Retained
earnings
US$’m
27 234
—
27 234
5 304
5 304
32 015
32 015
12 223
12 223
(432)
—
—
48
(480)
113
235
(108)
(14)
(40)
—
—
(149)
(15)
—
—
—
—
45
(125)
(170)
967
507
449
11
8
—
8
—
(176)
Share-
holders’
funds
US$’m
21 750
—
21 750
11 989
5 304
6 685
(390)
64
—
(454)
—
—
—
—
(398)
11
(2 430)
(149)
(1 189)
29 194
29 194
11 980
12 223
(243)
(16 950)
(1 312)
(122)
50
—
—
—
—
—
102
100
12
(176)
(2 247)
20 581
Non-
controlling
interests
US$’m
8 178
—
8 178
4 252
1 964
2 288
109
109
(136)
(59)
(677)
11 667
11 667
4 167
6 315
(2 148)
16 828
(108)
—
—
—
—
—
—
—
—
—
75
—
—
—
—
—
24
137
—
(62)
(3 106)
29 547
Total
US$’m
29 928
—
29 928
16 241
7 268
8 973
(281)
173
(454)
—
—
—
—
—
(534)
11
(2 430)
(208)
(1 866)
40 861
40 861
16 147
18 538
(2 391)
(122)
(1 312)
(230)
125
—
—
—
—
—
126
237
12
(238)
(5 353)
50 128
(172)
(183)
(355)
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Summarised consolidated statement of changes in equity continued
for the year ended 31 March 2022
158
Existing
control
business
combi-
nation
reserve
US$’m
(8 029)
—
(8 029)
—
—
—
—
—
—
—
134
—
111
23
(398)
51
—
—
(1 104)
(9 346)
(9 346)
—
—
—
21 812
—
—
—
—
—
7
—
—
7
94
100
—
—
(2 247)
10 420
Valuation
reserve
US$’m
281
—
281
4 996
—
4 996
—
—
—
—
(233)
(235)
2
—
—
—
—
—
—
5 044
5 044
(1 155)
—
(1 155)
—
—
—
—
—
—
(887)
(507)
(332)
(48)
—
—
—
—
—
3 002
Share-
based
compen-
sation
reserve
US$’m
1 876
—
1 876
548
—
548
42
64
(48)
26
(6)
—
(4)
(2)
—
—
—
—
(70)
2 390
2 390
531
—
531
—
—
3
50
(45)
(2)
(117)
—
(117)
—
—
—
4
—
—
Retained
earnings
US$’m
27 234
—
27 234
5 304
5 304
—
(432)
—
48
(480)
113
235
(108)
(14)
—
(40)
—
(149)
(15)
32 015
32 015
12 223
12 223
—
—
—
(125)
—
45
(170)
967
507
449
11
8
—
8
(176)
—
2 811
44 920
Share-
holders’
funds
US$’m
21 750
—
21 750
11 989
5 304
6 685
(390)
64
—
(454)
—
—
—
—
(398)
11
(2 430)
(149)
(1 189)
29 194
29 194
11 980
12 223
(243)
(16 950)
(1 312)
(122)
50
—
(172)
—
—
—
—
102
100
12
(176)
(2 247)
20 581
Non-
controlling
interests
US$’m
8 178
—
8 178
4 252
1 964
2 288
109
109
—
—
—
—
—
—
(136)
—
—
(59)
(677)
11 667
11 667
4 167
6 315
(2 148)
16 828
—
(108)
75
—
(183)
—
—
—
—
24
137
—
(62)
(3 106)
29 547
Total
US$’m
29 928
—
29 928
16 241
7 268
8 973
(281)
173
—
(454)
—
—
—
—
(534)
11
(2 430)
(208)
(1 866)
40 861
40 861
16 147
18 538
(2 391)
(122)
(1 312)
(230)
125
—
(355)
—
—
—
—
126
237
12
(238)
(5 353)
50 128
Share
capital
and
premium
US$’m
3 362
1 249
4 611
Treasury
shares
US$’m
(1 249)
(1 249)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2 430)
(3 679)
(3 679)
(38 762)
(1 312)
4 611
4 611
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Foreign
currency
trans-
lation
reserve
US$’m
(2 974)
(2 974)
1 141
1 141
(1 841)
(1 841)
381
381
—
—
—
—
—
—
(8)
—
(1)
(7)
—
—
—
—
—
—
—
—
—
—
—
—
30
—
—
30
—
—
—
—
Balance at 1 April 2020
Reclassification of treasury shares1
Restated balance at the beginning of the year
Total comprehensive income for the year
Profit for the year
Total other comprehensive income for the year
Share-based compensation movements
Share-based compensation expense
Transfers to retained earnings
Other share-based compensation movements3
Direct equity movements
Direct movements from associates
Transfers of reserves as a result of disposals
Other direct equity movements
Remeasurement of written put option liabilities
Shares repurchased by group companies2
Other movements
Dividends paid4
Transactions with non-controlling shareholders
Balance at 31 March 2021
Restated balance at 1 April 2021
Total comprehensive income for the year
Profit for the year
Total other comprehensive loss for the year
Movement due to share exchange5
Treasury share movements
Share-based compensation movements
Share-based compensation expense
Transfers to retained earnings
Modification of share-based compensation benefits
Direct equity movements
Direct movements from associates
Realisation of reserves as a result of partial disposals of associates
Realisation of reserves as a result of disposals
Cancellation of written put option liabilities
Remeasurement of written put option liabilities
Other movements
Dividends paid4
Transactions with non-controlling shareholders6
Balance at 31 March 2022
1 Refer to note 4 for details of the group’s reclassification of treasury shares.
2 Relates to the share repurchase programme. Refer to note 24.
3
In the prior year the decrease in retained earnings includes a decrease of US$479.5m related to the modification of equity-settled schemes.
4 The dividend was approved on 25 August 2021 (2021: 18 August 2020) and was paid on 6 December 2021 (2021: 17 November 2020).
5 Refer to note 4 for details of the share exchange transaction.
6
Includes the Prosus N.V. share repurchase programme. Refer to note 9.
4 611
(43 753)
(1 430)
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Summarised consolidated statement of cash flows
for the year ended 31 March 2022
Cash flows from operating activities
Cash from operations
Interest income received
Dividends received from equity-accounted investments
Interest costs paid
Taxation paid
Net cash (utilised in)/generated from 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 received from other investments
Other movement in other investments
Net cash generated from/(utilised in) investing activities
Cash flows from financing activities
Payments for the repurchase of treasury shares
Proceeds from long- and short-term loans raised
Repayments of long- and short-term loans
Acquisition of group shares for equity-settled share-based compensation plans
Additional investment in existing subsidiaries3
Dividends paid by the holding company
Repayments of capitalised lease liabilities
Additional investment from non-controlling shareholders
Other movements in financing activities4
Net cash generated from financing activities
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 at the end of the year
159
31 March
Notes
2022
US$’m
2021
US$’m
(734)
46
572
(389)
(197)
(702)
(258)
(4 580)
14 641
(3 966)
1 486
—
14
14
14
(1 480)
16
16
16
15
85
(22)
5 906
(1 286)
9 564
(1 619)
(218)
(5 269)
(238)
(60)
140
(120)
894
6 098
(132)
3 749
9 715
(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
(605)
83
4 271
3 749
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 Relates to transactions with non-controlling interests resulting in changes in effective interest of existing subsidiaries. Includes the repurchase of Prosus shares on the market of US$5bn.
4
Includes transaction costs relating to the Prosus share exchange of US$122.4m.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements
for the year ended 31 March 2022
160
1. General information
Naspers Limited (Naspers or the group) is a global consumer internet group and one of the larger technology investors in the world.
Naspers has its primary listing on the Johannesburg Stock Exchange (JSE) in South Africa. 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
and ASX Markets. Naspers is the majority shareholder of Prosus on the voting rights and control structure of the Prosus group.
The summarised consolidated financial statements for the year ended 31 March 2022 have been authorised for issue by the board
of directors on 25 June 2022.
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 2022 have been prepared in accordance with
International Financial Reporting Standards (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. These
summarised consolidated financial statements contain the information required by IAS 34 Interim Financial Reporting (IAS 34) with the
exception of IAS 34.20(b) and, accordingly, the financial information for the second half of the current year is not presented separately.
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 2021, except for the reclassification of treasury shares from ʼShare capital and share premiumʼ
to the ʼTreasury sharesʼ as described below.
There were no new or amended accounting pronouncements effective from 1 April 2021 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) per class of ordinary
shares. These are calculated as the relationship of the number of ordinary shares (or dilutive ordinary shares where relevant)
of Naspers issued at 31 March 2022 (net of treasury shares), to the relevant net profit measure attributable to the shareholders
of Naspers.
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 22 ʼSegment informationʼ in the consolidated financial statements as included in the annual financial
statements for the year ended 31 March 2022.
From 1 April 2021, the group created a new educational technology (Edtech) segment. The segment includes the results of the group’s
investments in Edtech which has increased significantly due to the acquisitions in subsidiaries and equity-accounted investments over
the years. The equity-accounted investments presented in the ʼOther Ecommerceʼ segment in prior periods have been reclassified and
presented as part of the new Edtech segment. The group proportionately consolidates its share of the results of its associates and joint
ventures in its disclosure of segment results in note 4.
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
2022, the group recorded US$13.64bn in net cash, comprising US$9.72bn of cash and cash equivalents and US$3.92bn in short-term
cash investments. The group had US$15.71bn of interest-bearing debt (excluding capitalised lease liabilities) and an undrawn
US$2.77bn revolving credit facility.
In assessing going concern, the impact of internal and external economic factors on the group’s operations and liquidity were
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 continue as a going concern in the
year subsequent to the date of these financial statements.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
161
3. Significant changes in financial position and performance during the reporting period
Prosus share exchange with Naspers shareholders
In August 2021, the group completed a share exchange offer to Naspers shareholders. This offered Naspers shareholders the
opportunity to tender their existing Naspers N ordinary shares for newly issued Prosus ordinary shares N at an exchange ratio of
one (1) Naspers N ordinary share for 2.27443 Prosus ordinary shares N. The share exchange offer resulted in Prosus acquiring a
45.8% fully diluted interest in Naspers in exchange for newly issued Prosus ordinary shares N. This interest, coupled with the 3.7%
shareholding Prosus previously acquired in Naspers, as part of the share repurchase programme that was completed in June 2021,
resulted in Prosus holding a 49.5%1 fully diluted interest which represents a 49.9%2 economic interest in Naspers.
Furthermore, newly created 1 128 507 756 B ordinary shares were issued for €56.4m (US$66.3m) to Naspers which entitles Naspers
to one vote per share, but only to one millionth of the amount of the distribution that a holder of a Prosus ordinary share N is entitled
to. Naspers cannot list or trade these shares. These shares allowed Naspers to maintain its control as it held more than 70% of the
shareholder voting rights in Prosus. Naspers therefore continues to hold the majority of the shareholder voting rights of Prosus.
Cross-holding arrangement
A distribution agreement (hereafter referred to as the cross-holding agreement) was entered into between Naspers and Prosus,
which became effective at the time of closing of the share exchange. The cross-holding agreement takes into account Prosus’s indirect
interest in itself from holding Naspers shares and deals with how distributions between the two groups will be managed. It eliminates
the need for flows back and forth between the two groups as a result of the cross-shareholding, through a waiver by Prosus of its
entitlement to distributions, that originates from Prosus, on the Naspers shares that it holds, and provides clarity to both Prosus and
Naspers free-float shareholders of their economic interest in distributions made by Prosus.
The cross-holding agreement relates to Prosus’s 49.5% fully diluted interest in Naspers and Naspers’s 57% legal ownership of Prosus
ordinary shares N. The principles of the cross-holding agreement are also incorporated in Prosus’s articles of association, and the
cross-holding agreement together with Prosus’s articles of association form the cross-holding arrangement. It does not govern and
has no bearing on the voting rights attached to the shares held by Naspers or Prosus shareholders.
The conclusion of the share exchange and the cross-holding arrangement increases the Prosus free-float economic interest in the
Prosus group to 58.9%. At 31 March 2022, subsequent to the Prosus share repurchase programme, the Prosus free-float economic
interest in the group is 57.7%.
The following represents the accounting of the transaction in the group’s financial statements:
Control structure of the Prosus group
Prosus is governed by a board of directors. The board of directors is appointed by the shareholders of the group. The group is
therefore controlled by the shareholder with the majority voting rights to appoint the board of directors.
Prior to the share exchange transaction, Naspers held a 73% effective interest in Prosus ordinary shares N, with the corresponding
shareholder voting rights, and was the majority shareholder giving it control of Prosus and, in particular, appointments to the board
of directors of Prosus. Post the completion of the share exchange transaction, and despite the dilution of its effective interest in Prosus
ordinary shares N, Naspers continued to maintain control of Prosus through its holding of Prosus ordinary shares N and the newly
issued Prosus B ordinary shares, with corresponding voting rights. As Naspers, through its shareholding, holds the majority of the voting
rights in Prosus, it controls appointments to the Prosus board of directors.
Before and subsequent to the closing of the share exchange transaction, Naspers Beleggings (RF) Limited (Nasbel) and Keeromstraat
30 Beleggings (RF) Limited (Keerom) collectively hold 55.02% of the shareholder voting rights in Naspers. Nasbel and Keerom exercise
their voting rights in consultation with one another in terms of a voting pool agreement and constitute the control structure of Naspers.
This control structure therefore provides them with the majority voting rights needed to control appointments to the board of directors
of Naspers.
1
2
Interest in Naspers based on the cross-holding arrangement formula, which was approved in the shareholder resolution.
Interest based on distribution rights to each class of shareholders.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
162
Significant changes in financial position and performance during the reporting period continued
3.
Prosus share exchange with Naspers shareholders continued
Accounting implications
The conclusion of the share exchange and the cross-holding arrangement resulted in the recognition of treasury shares and an
increase in the non-controlling interest of the group.
The Naspers N ordinary shares held by Prosus are shares held by a group entity. These shares constitute treasury shares which were
recognised in the treasury share reserve on the summarised consolidated statement of financial position. The treasury shares were
recognised at a cost of US$38.64bn, which was the fair value of the Prosus shares issued as consideration for the share exchange on
the date of the share exchange.
The change in the non-controlling interest of the group is due to the Prosus free-float shareholders’ increased fully diluted interest in the
Prosus group as well as their share in the residual interest in the Naspers group (primarily Takealot, Media24 and corporate entities).
The indirect interest in the Naspers operations is as a result of Prosus holding a 49.5% fully diluted investment in Naspers. The increase
in the non-controlling interest of the group was accounted for as an equity transaction because there is a change in Naspers’s effective
interest in the Prosus group and its subsidiaries outside of the Prosus group, without a loss of control.
The excess of the treasury shares recognised for the Naspers N ordinary shares held by Prosus and the increase in non-controlling
interest of US$21.81bn for the Prosus group was recognised in the ʼExisting business combination reserveʼ in equity.
Reclassification of treasury shares
Effective 1 April 2020, the group made a decision to show the treasury shares separately in the statement of changes in equity as well
as on the face of the balance sheet. The group considers that the change in presentation provides more relevant information about the
treasury shares held by Prosus subsequent to the share repurchase programme.
The group has historically recognised treasury shares for the Naspers ordinary shares N it holds against share capital and share
premium. These treasury shares are held by Naspers group share trusts to settle equity compensation plans and other group
companies, including the shares held by Prosus as at 31 March 2021 from the share repurchase programme. These treasury shares
have been recognised at cost, which is the cost of the shares acquired on the market by group share trusts or the cost of the shares
on the date acquired on the market by group companies.
In August 2021, the group completed a share exchange offer resulting in Prosus holding a 49.5% fully diluted interest in Naspers. The
transaction was primarily for a capital restructure of the group. The group accounted for the Naspers shares held by Prosus as treasury
shares. The treasury shares were measured at cost on the date of the share exchange. The cost was the fair value of the Prosus shares
given in exchange for the Naspers shares at that date.
Based on the magnitude of the treasury shares held by the group as a consequence of the above transaction, the treasury shares
previously recognised against share capital and share premium were reclassified to treasury shares within equity. The reclassification
has no change to the group’s overall equity. However, comparative figures on the summarised consolidated statement of financial
position have been restated for the reclassification of treasury shares between ʼShare capital and premiumʼ and ʼTreasury sharesʼ.
Below is a summary of the impact of the reclassification of the treasury shares between ʼShare capital and premiumʼ and ʼTreasury
sharesʼ on the summarised consolidated statement of financial position and summarised consolidated statement of changes in equity.
Summarised consolidated statement of financial position and summarised consolidated statement of changes in equity
Share capital and share premium
Treasury shares
Other reserves
Retained earnings
Capital and reserves attributable to the group’s
equity holders
Year ended 31 March 2021
As at 1 April 2020
Previously
reported
US$’m
932
—
(3 753)
32 015
29 194
Reclassifi-
cation1
US$’m
3 679
(3 679)
—
—
—
Restated
US$’m
4 611
(3 679)
(3 753)
32 015
Previously
reported
US$’m
3 362
—
(8 846)
27 234
29 194
21 750
Reclassifi-
cation1
US$’m
1 249
(1 249)
—
—
—
Restated
US$’m
4 611
(1 249)
(8 846)
27 234
21 750
1 Represents the impact of the reclassification of the treasury shares between ʼShare capital and premiumʼ and ʼTreasury sharesʼ on the summarised consolidated statement of financial
position and summarised consolidated statement of changes in equity.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
163
Significant changes in financial position and performance during the reporting period continued
3.
The impact of the Russian invasion of Ukraine
The group is appalled by the war in Ukraine. It is in the world’s interest to find a solution that brings the conflict to an end and secures
long-term peace and stability.
The group operates a classifieds platform in Ukraine which is part of OLX Group. The group has committed a broad range of support
for Ukraine, for its Ukrainian employees and, additionally, a commitment of more than US$10m funding for humanitarian efforts.
The group also has interests in Russia, mainly represented by its investments in VKontakte (VK) and Avito.
On 20 May 2022, following the earlier operational separation of Avito from OLX Group, the group confirmed its decision to exit Avito
and start the search for an appropriate buyer for its shares in Avito.
Avito
The group first invested in Avito in March 2013 and currently Avito is the leading Russian classifieds platform and one of the top eight
most visited websites in Russia. Avito is the second largest online classifieds business in the world, with 35 million unique visitors per
month and more than 100 million active listings.
The group’s operations in Russia represent 8% (2021: 7%) of the group’s total external consolidated revenue for the financial year ended
31 March 2022.
Due to the Ukraine war, the group assessed whether the goodwill recognised from Avito is impaired. The recoverable amount was
based on the value-in-use calculation that included the estimated impact of the war on the operations and the discount rate. The
impact of the war in Ukraine did not result in an impairment of goodwill for the business.
Based on the group’s 99% effective ownership interest in Avito, its financial results are consolidated for the financial year ended
31 March 2022. Following the group’s decision in May 2022 to exit Avito, the search for an appropriate buyer for its shares in Avito
is underway.
VK
VK is a Russian online social media and social networking service. Up until 3 March 2022, the group accounted for this investment as
an associate using the equity method. The group’s effective interest in VK is 27.2% (fully diluted 25.7%) with a shareholder voting interest
of 12.3%.
VK’s shares are listed on the London Stock Exchange (LSE). The LSE suspended trading of VK shares on 3 March 2022 in response to
sanctions in order to maintain orderly markets. The significant decline in the share price presented an indicator for impairment on the
carrying value of this investment. Accordingly, the group fully impaired the carrying value of the investment in VK of US$473.6m for the
year ended 31 March 2022.
On 4 March 2022, the group’s three directors on the VK board resigned with immediate effect and no voting rights will be exercised
under the current circumstances. The group ceased accounting for this investment as an associate and has reclassified the foreign
currency translation reserves related to VK from ʼOther comprehensive incomeʼ to the income statement, amounting to a loss of
US$1.14bn.
Subsequent to the loss of significant influence, the group now accounts for this investment at fair value through other comprehensive
income.
OLX Ukraine
The financial results of OLX Ukraine are not material for the group.
The impact of Covid-19
The global Covid-19 pandemic began to affect the operations of the group towards the end of March 2020. Just over two years later,
including the rollout of vaccines across the world, the pandemic has had a limited impact on the group’s financial position, financial
performance and cash flows presented in these summarised consolidated financial statements for the year ended 31 March 2022.
Use of significant judgements and estimates
The group has continuously monitored the significant judgements and estimates used to support the reported assets, liabilities, income
and expenses for the year ended 31 March 2022 for any possible impacts of the pandemic.
Risk management
The annual report for the year ended 31 March 2022 describes certain risks that could have an adverse effect on the group’s financial
position and results. Those risks should be read in conjunction with these summarised consolidated financial statements.
The group has remained resilient and performed well during the year ended 31 March 2022.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
164
4. Segmental review
Ecommerce
Classifieds
Food Delivery
Payments and Fintech
Edtech1
Etail
Other1
Social and Internet Platforms
Tencent
VK (previously Mail.ru)2
Media
Corporate segment
Intersegmental
Total economic interest
Less: Equity-accounted investments
Total consolidated
Revenue
31 March
Adjusted EBITDA3
Trading (loss)/profit4
31 March
31 March
2022
US$’m
2021
US$’m
%
change
10 656
2 975
2 992
796
425
3 086
382
25 794
25 261
533
257
—
(1)
36 706
(28 766)
7 940
6 849
1 609
1 486
577
115
2 856
206
22 526
22 155
371
211
—
—
29 586
(23 652)
5 934
56
85
>100
38
>100
8
85
15
14
44
22
—
—
24
(22)
34
2022
US$’m
(877)
95
(651)
(52)
(100)
27
(196)
7 623
7 502
121
23
(209)
—
6 560
(6 984)
(424)
2021
US$’m
(261)
74
(313)
(59)
(11)
110
(62)
7 229
7 151
78
(2)
(146)
—
6 820
(6 903)
(83)
%
change
(236)
28
>(100)
12
>(100)
75
>(100)
5
5
55
>100
(43)
—
(4)
(1)
>(100)
2022
US$’m
(1 120)
25
(724)
(60)
(117)
(42)
(202)
6 319
6 273
46
17
(217)
—
4 999
(5 588)
(589)
2021
US$’m
(439)
15
(355)
(68)
(14)
61
(78)
6 154
6 126
28
(8)
(152)
—
5 555
(5 779)
(224)
%
change
(155)
67
>(100)
12
>(100)
>(100)
>(100)
3
2
64
>100
(43)
—
(10)
3
>(100)
1 From 1 April 2021 the group created a new Edtech segment. The Edtech equity-accounted investments were presented in the ʼOther Ecommerceʼ segment in prior periods and have been
reclassified and presented as part of the new segment.
2 During March 2022 the group lost its significant influence in VK. Accordingly, results will no longer be presented subsequent to March 2022.
3 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 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 the group has a cash cost on settlement with participants). It is considered a useful measure
to analyse operational profitability.
4 Trading profit/(loss) is a non-IFRS measure that 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.
Reconciliation of consolidated adjusted EBITDA and trading loss to consolidated operating loss
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
31 March
2022
US$’m
(424)
(138)
(12)
(15)
(589)
15
(134)
(156)
(3)
1
(28)
(894)
2021
US$’m
(83)
(110)
(16)
(15)
(224)
15
(138)
(103)
(74)
(648)
(17)
(1 189)
1 Adjusted EBITDA 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).
2 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
165
5. Earnings per share
Calculation of headline earnings
Earnings
Basic earnings attributable to shareholders
Impact of dilutive instruments of subsidiaries, associates and joint ventures
Diluted earnings attributable to shareholders
Headline adjustments1
Adjustments for:
Impairment of property, plant and equipment and other assets
Impairment of goodwill and other intangible assets
Gain on sale of assets
Losses recognised on loss of significant influence
Net loss recognised on disposals of investments
Gain on partial disposal of equity-accounted investments
Dilution gains on equity-accounted investments
Remeasurements included in equity-accounted earnings2
Impairment of equity-accounted investments
Total tax effects of adjustments
Total adjustment for non-controlling interest
Basic headline earnings
Diluted headline earnings
31 March
2022
US$’m
12 223
(230)
11 993
(15 656)
—
246
(4)
1 112
(30)
(12 339)
(95)
(5 133)
587
(3 433)
—
5 054
1 621
1 391
2021
US$’m
5 304
(151)
5 153
(1 347)
11
72
—
—
(360)
(19)
(981)
(102)
32
3 957
(173)
358
4 142
3 991
1 Headline earnings represents net profit for the year attributable to equity holders of the group, excluding certain defined, separately identifiable remeasurements. The headline earnings
measure is pursuant to the JSE Listings Requirements.
2 Remeasurements included in equity-accounted earnings include US$6.2bn (2021: US$1.1bn) relating to gains arising on acquisitions and disposals by associates and US$1.1bn relating to
net impairments of assets recognised by associates (2021: impairment of US$932.5m).
Number of ordinary shares in issue at year-end (net of treasury shares)
Weighted adjustment for movement in shares held by share trusts and share repurchase programme*
Weighted average number of ordinary shares in issue during the year
Adjusted for effect of future share-based payment transactions
Diluted weighted average number of ordinary shares in issue during the year
Earnings per ordinary share (US cents) for the year*
Basic
Diluted
Headline earnings per ordinary share (US cents) for the year (restated for prior year)*
Basic
Diluted
31 March
2022
Number of
shares
215 454 129
74 322 479
289 776 608
805 932
290 582 540
2021
Number of
shares
418 334 828
8 488 386
426 823 214
1 128 213
427 951 427
4 218
4 127
559
479
1 243
1 204
970
933
* Refer to note 3 for details of the group’s share exchange programme and share repurchase.
Earnings per share information
The earnings per share information presented takes into account the impact of the cross-holding agreement with Naspers as a result
of the Prosus share exchange (refer to note 3) and the Prosus share repurchase (refer to note 16).
The group has in issue 435 511 058 N ordinary shares and 961 193 A ordinary shares as at 30 March 2022. The group recognised
221 018 122 ordinary shares N as treasury shares which are the N ordinary shares held by Prosus and the Naspers group share trusts.
The A ordinary shareholders are entitled to one voting right per share but carries one fifth of the economic rights of Naspers N
ordinary shareholders.
The number of shares in issue used in the earnings per share information is weighted for the period that the shares were in issue and
not recognised as treasury shares. As a result, the N ordinary shares held by Prosus are weighted for the period they were in issue
and not recognised as treasury shares between April and August 2021.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
166
6. Revenue from contracts with customers
Online sale of goods revenue
Classifieds listings revenue
Payment transaction commissions and fees
Mobile and other content revenue
Food delivery revenue
Advertising revenue
Educational technology revenue
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
Edtech
Media
Various
31 March
2022
US$’m
4 492
1 008
703
71
986
175
83
138
284
2021
US$’m
3 343
725
513
147
733
142
—
117
214
7 940
5 934
Revenue is presented on an economic-interest basis (ie including a proportionate consolidation of the revenue of associates and joint
ventures) in the group’s segmental review and is, accordingly, not directly comparable to the above consolidated revenue figures.
Below is the group’s revenue by geographical area.
Geographical area
Africa
South Africa
Rest of Africa
Asia
Europe1
Central Europe
Eastern Europe
Western Europe
Russia
Latin America
North America
Other
Total
1 The European geographical area for the current and prior year has been disaggregated into the different regions.
31 March
2022
Revenue
US$’m
1 136
1 129
7
701
3 621
768
2 111
100
642
2021
Revenue
US$’m
852
843
9
420
3 188
678
2 029
58
423
1 834
1 266
647
1
205
3
7 940
5 934
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
7.
Finance (costs)/income
Interest income
Loans and bank accounts
Other
Interest expense
Loans and overdrafts
Capitalised lease liabilities
Other
Other finance (cost)/income – net
Gain on translation of assets and liabilities
(Losses)/gains on derivative and other financial instruments1
167
31 March
2022
US$’m
64
47
17
(411)
(385)
(15)
(11)
(84)
122
(206)
2021
US$’m
101
77
24
(268)
(247)
(16)
(5)
207
80
127
1 The current period includes a cost of US$217m related to the early settlement of portions of the 2025 and 2027 bonds. Refer to note 16.
8. Profit before taxation
In addition to the items already detailed, profit before taxation has been determined after taking into account, inter alia, the following:
Depreciation of property, plant and equipment
Amortisation
Other intangible assets
Software
Impairment losses on financial assets measured at amortised cost
Net realisable value adjustments on inventory, net of reversals1
Other (losses)/gains – net
Profit on sale of assets
Impairment of goodwill and other intangible assets
Impairment of property, plant and equipment and other assets
Dividends received on investments
Income on business support services
Fair-value adjustments on financial instruments
Covid-19 donation
Other
Net (losses)/gains on acquisitions and disposals
Gains recognised on disposal of investments – net
(Losses)/gains recognised on sale of business – net
(Losses)/gains recognised on loss of significant influence2
Remeasurement of contingent consideration
Transaction-related costs
Other
31 March
2022
US$’m
2021
US$’m
138
146
134
12
16
13
(156)
4
(246)
—
45
34
6
—
1
(1 133)
30
(1)
(1 112)
(6)
(43)
(1)
110
154
138
16
15
7
(103)
—
(72)
(11)
5
—
(4)
(13)
(8)
308
242
118
—
—
(56)
4
1 Net realisable value writedowns relate primarily to the Etail segment.
2 The group reclassified a portion of the foreign currency translation reserves related to VK from ʼOther comprehensive incomeʼ to the income statement amounting to a loss of US$1.14bn
as a result of the loss of significant influence.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
9. Goodwill
Movements in the group’s goodwill for the year are detailed below:
Goodwill
Cost
Accumulated impairment
Opening balance
Foreign currency translation effects
Acquisitions of subsidiaries and businesses
Disposals of subsidiaries and businesses
Impairment
Closing balance
Cost
Accumulated impairment
168
31 March
2022
US$’m
2021
US$’m
2 350
(164)
2 186
(167)
1 692
(7)
(246)
3 458
3 818
(360)
2 324
(87)
2 237
49
43
(72)
(71)
2 186
2 350
(164)
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 significant market movements, the war in Ukraine and the Covid-19 pandemic. The group’s 10-year budgets
and forecasts consisted of cash flow projections and included the anticipated impact of the war and the pandemic. These budgets
and forecasts were used to calculate discounted cash flow valuations to identify whether goodwill allocated to various cash-generating
units (CGUs) was impaired. The value-in-use amounts used were considered appropriate based on these budgets and forecasts.
During the current and prior financial years, the recoverable amounts for CGUs were determined predominantly using value-in-use
calculations. The discount rates used reflect specific risks relating to the relevant CGUs and the countries in which they operate, while
maximising the use of market observable data. Discount rates take into account country risk premiums and inflation differentials as
appropriate.
The increase in the risk-free rates and the war in Ukraine at the beginning of the 2022 calendar year resulted in the need to update the
goodwill impairment assessment performed at 31 December 2021. The impact of the war in Ukraine did not result in an impairment of
goodwill for the businesses in Russia or Ukraine.
The group recognised impairment losses on goodwill of US$246m (2021: US$70.5m) in the current year which related to Stack Overflow
in the Edtech segment. Stack Overflow is a recent acquisition, however, the current market conditions and the increase in risk-free
rates resulted in an increase in the discount rate used in the value-in-use calculations, reducing the recoverable amount to below the
carrying amount.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
10. Investments in associates
The movements in the carrying value of the group’s investments in associates for the year are detailed in the table below:
169
Opening balance
Associates acquired – gross consideration
Associates disposed of
Transferred to held for sale
Share of current-year changes in OCI and net asset value
Share of equity-accounted results
Impairment
Dividends received1
Foreign currency translation effects
Partial disposal of interest in associate2
Dilution gains3
Closing balance
31 March
2022
US$’m
40 566
4 824
(10)
(38)
(2 699)
9 303
(587)
(4 426)
(249)
(2 316)
93
44 461
2021
US$’m
22 235
2 352
(20)
—
6 819
7 114
(11)
(458)
1 546
—
989
40 566
1 At 31 March 2022, the dividend received from Tencent amounted to US$570.7m cash and dividends in specie of US$3.9bn in shares of JD.com.
2 At 31 March 2022, gains on partial disposal recognised in the summarised consolidated income statement relate to the 2% disposal of Tencent Holdings Limited. The group recognised a
gain on partial disposal of US$12.34bn.
3 The total dilution gains presented in the summarised income statement relate to the group's diluted effective interest in associates and the reclassification of a portion of the group’s foreign
currency translation reserves from other comprehensive income to the income statement following the shareholding dilutions. At 31 March 2021 the dilution gains related primarily to the 4%
dilution in the group’s interest in Delivery Hero of US$834.7m as a result of a share issue.
The group assesses whether there is an indication that its equity-accounted investments are impaired. This assessment was due to the
decline in the market capitalisation of the listed equity-accounted investments and the increase in country risk premiums. The group
recognised impairment losses of US$589.1m (2021: US$11m) for equity-accounted investments of which US$473.6m of the impairment
loss related to VK.
11. Other investments and loans
Investments at fair value through other comprehensive income (OCI)
Investments at fair value through profit or loss1
Investments at amortised cost
Related party loans
Total investments and loans
Current portion of other investments
Investments at fair value through OCI
Investments at fair value through profit or loss1
Investments at amortised cost
Non-current portion of other investments
1 The balance as at 31 March 2021 represents the contractual right to receive the Delivery Hero shares or cash. Refer to note 14.
Reconciliation of investments at fair value through other comprehensive income
Significant equity investments at fair value through other comprehensive income include the following:
Opening balance
Fair-value adjustments recognised in OCI
Purchases/additional contributions1
Loss of significant influence of an investment in associate
Disposals
FCTR adjustment
Closing balance
1 Significant movement in the current year relates to the dividend in specie received from Tencent in the form of JD.com exchange shares. Refer to note 14.
31 March
2022
US$’m
5 540
64
—
258
5 862
—
—
—
—
5 862
31 March
2022
US$’m
1 608
(509)
4 423
26
(51)
43
5 540
2021
US$’m
1 608
1 258
11
185
3 062
1 258
5
1 242
11
1 804
2021
US$’m
804
555
302
—
(49)
(4)
1 608
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
170
12. Commitments and contingent liabilities
Commitments relate to amounts for which the group has contracted, but that have not yet been recognised as obligations in the
statement of financial position.
Commitments
Capital expenditure
Other service commitments
Lease commitments1
31 March
2022
US$’m
254
96
134
24
2021
US$’m
155
60
81
14
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 2022. 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$18m (2021:
US$40.5m).
Furthermore, the group had an uncertain tax position of US$170.8m at 31 March 2020 related to amounts receivable from tax
authorities. In the financial year ended 31 March 2019, the group concluded that this uncertain tax position was not probable and
reflected the uncertainty in the tax expense recognised during that financial year. In September 2020, the group received this amount
and has recognised it in ʼTaxationʼ in the summarised consolidated income statement, where it was originally recognised. The receipt
of the amount has evidenced that no taxation was payable on the transaction and therefore this cash flow has been classified
consistently with the underlying transaction in the summarised consolidated statement of cash flows.
13. Equity compensation benefits
Liabilities arising from share-based payment transactions
Reconciliation of the cash-settled share-based payment liability is as follows:
Opening carrying amount of cash-settled share-based payment liability
SAR scheme charge per the income statement1
Employment-linked put option charge per the income statement
Additions
Settlements
Modification2
Foreign currency translation effects
Closing carrying amount of cash-settled share-based payment liability
Less: Current portion of share-based payment liability
Non-current portion of share-based payment liability
31 March
2022
US$’m
1 127
148
23
5
(510)
355
21
1 169
(985)
184
2021
US$’m
58
718
52
16
(107)
389
1
1 127
(977)
150
1 The decrease in the expense is as a result of the decline in the fair values of the underlying businesses that decreased the estimated cash settlement for the schemes.
2 Some of the group’s equity-settled compensation plans were prospectively modified to cash-settled due to the change in settlement policy of the share option schemes (refer to details
below for the modification of the iFood share option scheme).
As at 31 March 2021, the iFood share option scheme (the scheme) was equity-settled as these options were settled in iFood Holdings
B.V. shares. In June 2021, the Naspers and iFood Holdings B.V. boards approved a prospective change in the settlement of these
options by providing liquidity to employees of the scheme. Subsequent to this approval, the group will settle these share options using
cash resources. All other features of the awards, including strike price, vesting and expiry periods remain unchanged.
The fair value of the iFood scheme recognised as a share-based payment liability on the effective date of the amendment was
US$302.1m. The share-based payment reserve related to this scheme was US$16.3m. The change in settlement is accounted for
as a modification, with the difference between the existing share-based reserve and the share-based liability of US$285.9m being
recognised through retained earnings in equity. Following this change, the iFood scheme will be accounted for in terms of the group’s
accounting policy as cash-settled share-based payments.
In the prior year the group’s SAR schemes were modified from equity-settled to cash-settled. 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$80m. The change in settlement has been accounted for as a modification, with the difference
between the existing share-based payment reserve and the share-based payment liability being recognised through retained
earnings in equity. The SAR schemes are accounted for in terms of the group’s accounting policy in respect of cash-settled share-
based payments.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
171
14. Business combinations, other acquisitions and disposals
The following sets out the group’s significant transactions related to business combinations and equity-accounted investments for the
year ended 31 March 2022:
Company
Acquisition of subsidiaries
(a) Good Bidco B.V. (GoodHabitz)
(b) Stack Overflow
Acquisition of equity-accounted investments
(c) Oda
(d) API Holdings Private Limited (PharmEasy)
(e) Skillsoft Corp
(f) Flink SE (Flink)
Other1
Classification
Subsidiary
Subsidiary
Associate
Associate
Associate
Associate
Associate
Additional investment in existing equity investments
(g) Bundl Technologies Private Limited (Swiggy)
Associate
(h) NTex Transportation Services Private Limited (ElasticRun)
Associate
(i) Think & Learn Private Limited (BYJUʼS)
(j) Delivery Hero SE (Delivery Hero)
(k) Eruditus Learning Solutions Limited (Eruditus)
(l) Meesho Inc (Meesho)
Other1
Other investments
(m) UrbanClap Technologies India Private Limited
(Urban Company)
(j) Delivery Hero2
(n) JD.com
(o) GoStudent
Other1
Associate
Associate
Associate
Associate
Associate/
joint venture
FVOCI
FVPL
FVOCI
FVOCI
Partial disposal of equity-accounted investments
(p) Tencent Holdings Limited (Tencent)
Associate
Amount invested US$’m
Net
cash
paid/
(received)
Non-cash
consideration
Cash
in entity
acquired
Total
consideration
252
1 644
1 896
116
220
500
84
441
1 361
299
90
153
298
127
134
222
1 323
84
936
—
226
234
—
—
—
—
—
38
—
—
38
—
—
—
1 242
—
—
—
1 242
—
—
3 855
—
—
1 480
3 855
(14 609)
(14 609)
—
—
6
98
104
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
258
1 742
2 000
116
220
538
84
441
1 399
299
90
153
1 540
127
134
222
2 565
84
936
3 855
226
234
5 335
(14 609)
(14 609)
ʼOtherʼ includes various acquisitions of subsidiaries, associates and other investments that are not individually material.
1
2 Relates to the Delivery Hero shares bought in August 2021 and September 2021 before Competition Commission approval was obtained. Subsequent to the approval, this amount was
capitalised to the carrying value of the investment in associate.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
172
14. Business combinations, other acquisitions and disposals continued
Acquisition of subsidiaries
a.
In June 2021, the group acquired a 62% effective interest (61% fully diluted) for US$258m in GoodHabitz. GoodHabitz provides
educational information online, offering commercial, management, and technical training services in the Netherlands. The group
accounted for this investment as a subsidiary.
The group has a put option arrangement with the non-controlling interest exercisable at specified future dates. The settlement of
the put option arrangement is in cash or shares at the group’s discretion. At acquisition, the group recognised a put option liability
amounting to US$144.1m, representing the expected redemption amount payable to non-controlling shareholders upon settlement
of their ownership interest in the entity, included in the ʼOther non-current liabilitiesʼ line on the statement of financial position.
In addition, the group has a call option arrangement with the non-controlling shareholder that is linked to employment. It is
exercisable at specified future dates upon termination of employment of the non-controlling shareholder due to specified
circumstances. The group has the right to settle this call option in cash at the fair value of shareholdersʼ interest. The non-
controlling shareholder currently has all the economic benefits associated with ownership of the shares, and as a result, the
group’s obligation to settle this interest is included in the put option liability mentioned above.
The main intangible assets recognised in the business combination were customer relationships, trademarks and technology. The
main factor contributing to the goodwill recognised in the acquisition is GoodHabitz’s market presence, product development
capabilities and engineering capabilities.
b.
In August 2021, the group acquired a 100% effective and dilutive interest for US$1.7bn in Stack Overflow. Stack Overflow is a
leading knowledge-sharing platform for the global community of developers and technologists. The group accounted for this
investment as a subsidiary.
The main intangible assets recognised in the business combination were trade names, technology and customer relationships. The
main factor contributing to the goodwill recognised in the acquisition is Stack Overflow’s market presence, engineering capabilities
to develop future technology and ability to attract future customers.
The purchase price allocations for the above two acquisitions in the Edtech segment were not yet finalised as at 30 September 2021,
therefore, preliminary figures were disclosed in the condensed consolidated interim financial statements. The changes between the
final and preliminary fair values were not material. The table on below summarises the final fair values of each major class of
identifiable assets and liabilities recognised for the above two acquisitions on the acquisition date.
Since the acquisition dates of the above business combinations, revenue of US$83m and net losses of US$102m have been
included in the group’s income statement. The impact on revenue and net losses from the above transactions, had the
acquisitions taken place on 1 April 2021, were US$115m and US$108m respectively.
Acquisition date fair values of each major class of identifiable assets and liabilities recognised
Total consideration
Intangible assets
Property, plant and equipment
Cash and deposits
Other receivables
Other liabilities
Deferred tax liabilities
Non-controlling interest1
Goodwill
1 Non-controlling interest is measured at its proportionate share of the identifiable net assets of GoodHabitz at the acquisition date.
GoodHabitz
June
2021
US$’m
258
25
62
1
6
8
(22)
(14)
(16)
233
Stack
Overflow
August
2021
US$’m
1 742
283
247
2
98
36
(35)
(65)
—
1 459
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
173
14. Business combinations, other acquisitions and disposals continued
Acquisition of equity-accounted investments
c.
In April 2021, the group acquired a 13% effective (12% fully diluted) interest for US$116m in Oda, Norway’s largest online grocery
business. The group accounted for this investment as an equity-accounted associate on account of its significant influence
on the board of directors.
d.
In May 2021, the group acquired a 16% effective interest (15% fully diluted) for US$191m in PharmEasy. PharmEasy owns India’s
largest integrated digital healthcare platforms. The group accounted for this investment as an equity-accounted associate on
account of its significant influence on the board of directors.
Subsequent to this initial investment, the group made an additional investment amounting to US$29m. As we did not participate
equally in the funding round, our effective interest is 14% (12% fully diluted) in PharmEasy. The group continues to account for its
interest in PharmEasy as an investment in an associate on account of its significant influence on the board of directors.
e.
f.
In June 2021, the group acquired a 38% effective interest (34% fully diluted) for US$500m in Skillsoft Corp (Churchill). Churchill is a
special-purpose acquisition company that provides cloud-based learning, training and talent management solutions through
its acquisition of Skillsoft Corp (NYSE: SKIL) (Skillsoft) and Global Knowledge Training LLC (Global Knowledge). Skillsoft, a global
leader in corporate digital learning, commenced trading on the New York Stock Exchange (NYSE) under the ticker symbol ʼSKILʼ.
This follows the completion of Software Luxembourg Holding S.A.’s merger with Churchill and combination with Global Knowledge
in June 2021, with the combined company now operating as Skillsoft. The group accounted for this investment as an equity-
accounted associate. The cost of the investment in associate includes the fair value of a derivative financial asset amounting to
US$38m at the date of closing that arose because the purchase price for this investment was fixed in October 2020 on the signing
date of this transaction.
In addition to the associate investment in Skillsoft, the group received 16 666 667 issued public warrants amounting to US$41m in
exchange for corporate support services to be provided to the company. The public warrants give the group the right to purchase
Skillsoft common stock at an exercise price of US$11.50 per share or are subject to a compulsory cash redemption on specified
future dates and are contingent on the Skillsoft share price. The group accounts for these warrants as financial assets at fair value
through profit or loss and recognised deferred income for the support services to be provided over a specified period.
In July 2021, the group acquired a 12% effective interest (12% fully diluted) for US$84m in 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 agreement includes an arrangement with the founder shareholders in which their
shareholding may be repurchased by Flink upon termination of employment at specified values. This share-based payment
arrangement will be settled in cash. The foundersʼ legal shareholding at acquisition is therefore accounted for as a compound
financial instrument and not as a shareholder ownership interest. This increased the group’s economic interest for equity
accounting the associate to 20% as a result of this arrangement.
Additional investments in existing equity-accounted investments
g.
In April 2021 and February 2022, the group made an additional investment in Swiggy, the operator of a first-party food delivery
marketplace in India, amounting to US$274m and US$25m respectively. At 31 March 2021, the group held a 41% effective interest.
As we did not participate equally in the funding round, our effective interest is 33% (31% fully diluted) in Swiggy. The group
continues to account for its interest in Swiggy as an investment in an associate.
h.
i.
In April 2021 and February 2022, the group made an additional investment in ElasticRun, a software and technology platform for
providing transportation and logistics services in India, amounting to US$30m and US$60m respectively. At 31 March 2021, the
group held a 20% effective interest. Following these investments, the group holds a 23% effective interest (22% fully diluted) in
ElasticRun. The group continues to account for its interest in ElasticRun as an investment in an associate.
In April 2021, the group made an additional investment amounting to US$153m in BYJU’S, India’s largest education company
and the creator of India’s largest personalised learning app. At 31 March 2021, the group held an 11% effective interest.
Following this investment, the group retained its 11% effective interest (10% fully diluted) in BYJUʼS. The group continues to
account for its interest in BYJUʼS as an investment in an associate on account of its significant influence on the board of
directors.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
174
14. Business combinations, other acquisitions and disposals continued
Additional investments in existing equity-accounted investments continued
j.
In May 2021, 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 has been transferred. The group paid an additional US$188m for the increase in
share price for this interest between March 2021 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 the carrying value of the investment.
Further, in August 2021 the group announced its intention to acquire an additional 2.5% stake in Delivery Hero, subject to Austrian
competition regulatory approval, through its subsidiary, MIH Food Holdings B.V. The competition approval was granted
in September and, accordingly, the group acquired an additional investment in Delivery Hero. The group increased its
shareholding in Delivery Hero by 2.5% to 27% from 25%.
The additional investment was acquired initially as a call option to acquire the shares, subject to competition approval. The call
option was acquired at the fair value of the shares amounting to US$936m and recognised as a financial instrument measured
at fair value through profit or loss. In addition, the group applied cash flow hedge accounting to the highly probable forecast
acquisition of this additional investment, hedging the exposure to future share price increases in Delivery Hero shares between the
date the call option was acquired, and the date approval was granted to acquire the additional shares. The additional investment
in Delivery Hero was based on the fair value of the call option on the date that the approval was granted (US$817m) and the
accumulated losses in the cash flow hedge reserve (US$119m). The accumulated losses within the cash flow hedge reserve were
included in the cost of the investment and, as based on the group’s judgement, the investment in associate is a non-financial
asset. The resulting additional investment in Delivery Hero recognised after the basis adjustment was US$936m.
In August 2021, the group made an additional investment amounting to US$127m in Eruditus, an online platform using
technology and curriculum innovation to offer professional education courses in collaboration with top-ranked universities globally.
At 31 March 2021, the group held a 9% effective interest. Following these investments, the group holds a 13% effective interest
(11% fully diluted) in Eruditus. The group continues to account for its interest in Eruditus as an investment in an associate on account
of its significant influence on the board of directors.
In September 2021, the group made an additional investment amounting to US$134m in 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. At
31 March 2021, the group held a 12% effective interest. Following these investments, the group holds a 13% 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 on the board of directors.
k.
l.
Other investments
m.
In April 2021, the group acquired a 4% effective interest (4% fully diluted) for US$84m in Urban Company. Urban Company is one of
the largest home services platforms in Asia, with representation in India, UAE, Singapore and Australia. The investment is not held
for trading, therefore the group accounts for this as an investment at fair value through other comprehensive income.
n.
In December 2021, Tencent declared a special interim dividend in the form of a distribution in specie of 457 326 671 class A
ordinary shares of JD.com to its shareholders on the basis of one (1) class A ordinary share of JD.com for every 21 shares held.
As a result of this distribution, the group obtained a 4% effective (131 873 028 class A ordinary shares) interest in JD.com. JD.com
is a platform creator that brings value to partners and customers in sectors such as ecommerce, logistics, internet finance, cloud
computing and smart technology. The investment is not held for trading, therefore the group accounts for this as an investment
at fair value through other comprehensive income.
The group recognised a dividend receivable up until the distribution date of 25 March 2022. The dividend in specie distribution of
the investment in JD.com has reduced the investment in Tencent by US$3.85bn, representing the fair value of the investment on
the distribution date.
o.
In March 2022, the group acquired an 8% effective (and 7% fully diluted) interest for US$226m in GoStudent. GoStudent is a
provider of online tutoring services in a one-on-one, video-based format to K–12 students via a managed marketplace model
in Austria. The investment is not held for trading, therefore the group accounts for this as an investment at fair value through other
comprehensive income.
Partial disposal of equity-accounted investments
p.
In April 2021, the group sold 2% of Tencentʼs total issued share capital. The sale reduced its stake in Tencent from approximately
31% to 29%, yielding US$14.6bn in proceeds and a gain on partial disposal of US$12.34bn. The group reclassified a gain of
US$41m from the foreign currency translation reserve to the consolidated income statement related to this partial disposal.
Proceeds from this disposal are included in short-term investments on the condensed consolidated statement of financial position.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
175
15. Non-controlling interest in transactions
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. In August 2021, subsequent to the closing of the share exchange, Prosus owns 49.5% fully
diluted interest which represents a 49.9% effective economic interest in Naspers, including the 3.7% effective interest obtained via the
share repurchase programme (refer to note 16). Accordingly, the cross-holding agreement that is effective from the closing of the share
exchange includes the Naspers shares Prosus already owned. Refer to note 3 for the accounting treatment relating to this transaction.
In addition, Prosus commenced an on-market share repurchase programme of Prosus’s ordinary shares N in August 2021 for a total
consideration of up to US$5bn from its free-float shareholders in support of delivering the overall benefits of the Prosus share
exchange offer to Naspers Limited N ordinary shareholders which was completed on 16 August 2021. 69 825 860 Prosus N ordinary
shares were repurchased as at 31 March 2022.
Subsequent to the share exchange and the share repurchase, the group’s economic interest in Prosus N.V. is 42.29% (31 March 2021:
73.19%). Accordingly, the 57.71% (31 March 2021: 26.81%) interest in Prosus held by free-float shareholders represents a significant
non-controlling interest of the group. This increase in non-controlling interest was accounted for as an equity transaction because there
is a change in Naspers’s effective interest in the group but no change to the control structure. The excess of the Naspers treasury
shares recognised and the increase in non-controlling interest of US$21.81bn was recognised in the ʼExisting business combination
reserveʼ in equity. Refer to note 3 for detailed accounting treatment of the share exchange.
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 https://www.prosus.com.
In April 2021, 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. This resulted in the cancellation of the US$44.4m written put option liability and the US$11.1m employment-linked cash-settled
share-based payment liability related to the non-controlling shareholder which was derecognised. The cancellation of the written put
option liability was recorded in equity in the ʼExisting business combination reserveʼ. The settlement of the fully vested cash-settled
share-based payment liability had a minimal impact on the condensed consolidated income statement. The group recognised
US$54.5m in the ʼExisting business combination reserveʼ in equity representing the gain from the change in ownership interest
in the entity.
The group acquired the share capital held by non-controlling shareholders of its subsidiary Frontier Car Group Inc (FCG), for US$59.3m.
At 31 March 2021, the group held a 91% effective interest. Following the acquisition, the group holds a 99% effective interest (98% fully
diluted interest) in FCG. This resulted in the cancellation of the US$66.4m written put option liability and the US$16.6m employment-
linked cash-settled share-based payment liability related to the non-controlling shareholders that was derecognised. The cancellation
of the written put option liability was recognised in equity in the ʼExisting business combination reserveʼ and the cancellation of the
cash-settled share-based payment liability was recognised in the condensed consolidated income statement. The group recognised
US$59.9m in the ʼExisting business combination reserveʼ in equity representing the gain from the change in ownership interest in
the entity.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
176
15. Non-controlling interest in transactions continued
The summarised financial information contained below relates to subsidiaries of the group that are considered to have significant
non-controlling interests:
Summarised statement of financial position
Non-current assets
Current assets
Total assets
Non-current liabilities
Current liabilities
Total liabilities
Accumulated non-controlling interests
Summarised income statement
Revenue
Net profit for the year attributable to equity holders
Other comprehensive (loss)/income attributable to equity holders
Total comprehensive income attributable to equity holders
Total comprehensive loss attributable to non-controlling interests
Dividends paid to non-controlling interests
Dividends declared by subsidiaries
Summarised statement of cash flows
Cash flows (utilised in)/generated from operating activities
Cash flows generated from/(utilised in) investing activities
Cash flows generated from financing activities
Prosus N.V.
31 March
2022
US$’m
31 March
2021
US$’m
56 073
15 265
71 338
16 402
4 413
20 815
29 516
6 866
18 733
(3 167)
15 566
(83)
(134)
238
(605)
4 392
2 403
48 583
7 145
55 728
8 535
4 007
12 542
11 667
5 116
7 449
9 011
16 460
(12)
(57)
215
159
(3 218)
2 450
16. Significant financing transactions
Issuance and redemption of bond notes
In January 2022, the group issued US dollar and euro notes in an aggregate principal amount totalling the equivalent of US$5.25bn
under its Global Medium-Term Note Programme. These issuances consist of US$1.25bn 4.987% notes due 2052, US$1bn 4.193% notes
due 2032, US$1bn 3.257% notes due 2027, €650m 2.778% notes due 2034, €600m 2.085% notes due 2030 and €500m 1.207% notes due
2026 (the bonds).
In July 2021, the group issued US dollar and euro notes in an aggregate principal amount totalling the equivalent of US$4bn under its
Global Medium-Term Note programme. These issuances consist of US$1.85bn 3.061% notes due 2031, €1bn 1.288% notes due 2029 and
€850m 1.985% notes due 2033 (the bonds).
The favourable market backdrop enabled Prosus to extend its debt maturity profile as part of a refinancing of its existing debt.
The purpose of the offerings was to raise proceeds for general corporate purposes, including debt refinancing, which took the form of
a tender offer made in relation to its bonds maturing in 2025 and 2027.
Part of the proceeds from the bond issuance was used to partly settle these two bonds. The 2025 bond consisted of US$1.2bn 5.5%
notes and the 2027 bond consisted of US$1bn 4.85% notes. The early settlement of these bonds consisted of repayments of principal,
accrued interest and present value of the related future interest coupon payments at the date of settlement. The group settled
US$975m bond notes due in 2025 and US$386m bond notes due in 2027 for a total combined consideration of US$1.6bn. The
difference between the market value of the future contractual payments and the carrying value of the note at amortised cost of
US$217m (representing the market value premium) was recognised in ʼOther finance (costs)/income – netʼ in the income statement and
ʼInterest cost paidʼ in the statement of cash flows.
Part of the notes due in 2025 was linked to a cross-currency interest rate swap. As the investment in Delivery Hero SE is translated at
the spot rate, the group has designated only the spot exchange rate element of the cross-currency interest rate swap as forming part
of the hedging relationship.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
177
16. Significant financing transactions continued
Issuance and redemption of bond notes continued
Due to the part settlement of the 2025 bond notes, the group partly settled the cross-currency interest rate swap (the swap) related
to the portion of the bond notes that was settled. The group therefore discontinued the hedge for the portion of the swap that was
settled. The group continued the hedge relationship for the remaining portion of the swap as the hedge of the net investment in
Delivery Hero. The repayment of the swap amounted to US$20m in July 2021, representing the fair value of the portion settled at
that date.
The hedge ratio remained 1:1 and the risk strategy for this hedge relationship remained unchanged from that which was disclosed
at 31 March 2021. The accumulated amount recognised for this hedge relationship in the foreign currency translation reserve was
not reclassified following this partial settlement. The amount will only be reclassified if the investment in Delivery Hero is disposed.
Ineffectiveness may arise from credit risk on the cross-currency interest rate swap. Ineffectiveness remains negligible post this partial
settlement as all critical terms on the hedging instrument and hedged item match in relation to the portion of the debt that is
outstanding.
Share repurchase programme
Prosus acquired a total of 15 992 042 Naspers N ordinary shares as part of the share purchase programme announced in
October 2020. A total of 10 568 947 Naspers N ordinary shares for US$2.4bn were acquired during the year ended 31 March 2021
and a further 5 423 095 Naspers N ordinary shares for US$1.2bn were acquired between April and June 2021. The total purchase
consideration for the repurchase programme was US$3.6bn. The shares are held by Prosus and are included in the 49.5% fully diluted
investment in Naspers and are recognised as treasury shares.
17. Financial instruments
The group’s activities expose it to a variety of financial risks such as market risk (including currency risk, fair-value interest rate risk, cash
flow interest rate risk and price risk), credit risk and liquidity risk.
The summarised consolidated financial statements do not include all financial risk management information and disclosures required
in the annual consolidated financial statements and should be read in conjunction with the group’s risk management information
disclosed in note 41 of the consolidated financial statements for the year ended 31 March 2022. There have been no material changes
in the group’s credit, liquidity, market risks or key inputs used in measuring fair value since 31 March 2021.
The fair values of the group’s financial instruments that are measured at fair value at each financial year-end presented, are
categorised as follows:
Fair-value measurements at 31 March 2022 using:
Assets
Financial assets at fair value through other comprehensive income
Financial assets at fair value through profit or loss
Forward exchange contracts
Derivatives contained in lease agreements
Cash and cash equivalents1
Cross-currency interest rate swap
Liabilities
Forward exchange contracts
Earn-out obligations
Derivatives embedded in leases
Quoted prices
in active
markets for
identical
assets or
liabilities
(level 1)
US$’m
4 767
19
—
—
—
—
—
—
1
Carrying
value
US$’m
5 540
64
27
11
928
2
18
20
2
Significant
other
observable
inputs
(level 2)
US$’m
Significant
unobservable
inputs
(level 3)
US$’m
—
—
27
—
928
2
18
—
—
773
45
—
11
—
—
—
20
1
1 Relates to short-term bank deposits which are money market investments held with major banking groups and high-quality institutions that have AAA money market fund credit ratings from
internationally recognised ratings agencies.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
178
17. Financial instruments continued
Assets
Financial assets at fair value through other comprehensive income
Financial assets at fair value through profit or loss
Cash and cash equivalents1
Forward exchange contracts
Derivatives contained in lease agreements
Derivatives contained in acquisition agreements
Liabilities
Forward exchange contracts
Derivatives contained in lease agreements
Earn-out obligations
Interest rate and cross-currency swaps
Fair-value measurements at 31 March 2021 using:
Quoted prices
in active
markets for
identical
assets or
liabilities
(level 1)
US$’m
1 465
—
—
—
—
15
—
—
—
—
Carrying
value
US$’m
1 608
1 258
996
3
9
15
2
2
13
30
Significant
other
observable
inputs
(level 2)
US$’m
Significant
unobservable
inputs
(level 3)
US$’m
4
1 242
996
3
—
—
2
—
—
30
139
16
—
—
9
—
—
2
13
—
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 was a transfer of US$4.4m (2021: US$nil) from level 2 to level 1 and another transfer of US$9.9m (2021: US$nil) from level 3 to
level 1, during the current year. There were no 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 measurements
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 – relate 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 believes
performance criteria will be met, discount rates reflecting the time value of money and contractually specified earn-out payments.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
179
17. Financial instruments continued
Level 3 fair-value measurements continued
The following table shows a reconciliation of the group’s level 3 financial instruments:
Balance at 1 April 2021
Additions
Total gains/(losses) recognised in the income statement
Total gains recognised in other comprehensive income
Settlements/disposals
Transfers
Foreign currency translation effects
Balance at 31 March 2022
Balance at 1 April 2020
Additions
Total losses recognised in the income statement
Total gains recognised in other comprehensive income
Settlements/disposals
Balance at 31 March 2021
1 Financial assets at fair value through other comprehensive income.
2 Financial assets at fair value through profit or loss.
31 March 2022
Financial
assets at
FVOCI1
US$’m
Financial
assets at
FVPL2
US$’m
Earn-out
obligations
US$’m
Derivatives
embedded
in leases
US$’m
139
582
—
107
(46)
(10)
1
773
16
23
6
—
—
—
—
45
(13)
—
(9)
—
1
—
1
(20)
7
—
2
—
—
—
—
9
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
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 2022
31 March 2021
Carrying
value
US$’m
Fair
value
US$’m
Carrying
value
US$’m
Fair
value
US$’m
15 368
13 056
7 796
7 935
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).
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the summarised consolidated financial statements continued
for the year ended 31 March 2022
180
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. The transactions and balances with related parties are summarised below:
Sale of goods and services to related parties1
Skillsoft Corp
EMPG Holdings Limited
Bom Negócio Atividades de Internet Ltda (OLX Brasil)
31 March
2022
US$’m
2021
US$’m
34
12
14
60
—
18
3
21
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.
The balances of advances, deposits, receivables and payables between the group and related parties are as follows:
Loans and receivables1
Bom Negócio Atividades de Internet Ltda (OLX Brasil)2
Inversiones CMR S.A.S.
GoodGuyz Investments B.V.
Silvergate Capital Corporation
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
31 March
2022
US$’m
2021
US$’m
219
21
6
4
6
—
256
(243)
13
171
—
—
—
13
—
184
(174)
10
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 Brasil 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
Purchases of goods and services from related parties amounted to US$2.4m (2021: US$nil) and amounts payable to related parties
amounted to US$5.5m (2021: US$4.1m). 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
In August 2021, the group entered into an agreement with the shareholders of the Indian digital payments provider IndiaIdeas.com
Limited (BillDesk) to acquire 100% of the equity in BillDesk for a consideration of approximately US$4.7bn (INR345bn). The acquisition
is structured as an all-cash transaction with the purchase price payable at closing, subject to the approval of the Competition
Commission of India. The group will account for the investment in BillDesk as a subsidiary.
In May 2022, the group announced its intention to exit its Russian businesses. The group has started the search for an appropriate
buyer for its shares in Avito.
In March 2022, the group received a special interim dividend from Tencent in the form of a distribution in specie of 131 873 028 JD.com
shares. The group completed the sale of the 131 873 028 JD.com shares in June 2022, for total proceeds of approximately US$3.6bn.
Accumulated fair-value losses related to these shares of approximately US$255m will be reclassified from the valuation reserve to
retained earnings within equity as a result of this disposal.
In June 2022, the board of directors approved the beginning of an open-ended, repurchase programme in respect of the ordinary
shares N of Prosus N.V. and N ordinary shares of Naspers Limited, from the respective Prosus and Naspers free-float shareholders.
With the support of Tencent Holdings Limited, Prosus has removed all restrictions on the sale by Prosus of the ordinary shares in
Tencent and will begin selling small amounts of Tencent shares regularly, in an orderly manner, while concurrently purchasing
Prosus ordinary shares N and Naspers N ordinary shares as long as the discount to net asset value is at elevated levels.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Other information to the summarised consolidated financial statements
for the year ended 31 March 2022
181
A. Non-IFRS financial measures and alternative performance measures
A.1 Core headline earnings
Core headline earnings, a non-IFRS performance measure, represent headline earnings for the period, 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 unrealised 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 recognised 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 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. The above
change was included in the adjusted EBITDA and trading profit/(loss) results presented for the year ended 31 March 2021.
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 5)
Adjusted for:
– Equity-settled share-based payment expenses
– Remeasurement of cash-settled share-based incentive expenses
– Reversal of deferred tax assets
– 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
31 March
2022
US$’m
1 621
2021
US$’m
4 142
777
16
—
391
(743)
(6)
25
—
—
382
648
4
332
(2 142)
57
37
9
6
2 081
3 475
718
637
814
777
289 777
290 583
426 823
427 951
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$230m (2021: US$150.6m) relating to the future dilutive impact of potential ordinary shares issued by equity-accounted
investees.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Other information to the summarised consolidated financial statements continued
for the year ended 31 March 2022
182
A. Non-IFRS financial measures and alternative performance measures continued
A.1 Core headline earnings continued
Equity-accounted results
The group’s equity-accounted investments contributed to the summarised consolidated financial statements as follows:
Share of equity-accounted results
– Gains on acquisitions and disposals
– Impairment of investments
Contribution to headline earnings
– Amortisation of other intangible assets
– Equity-settled share-based payment expenses
– Fair-value adjustments and currency translation differences
Contribution to core headline earnings
Tencent
VK (previously Mail.ru)
Delivery Hero
Other
31 March
2022
US$’m
9 255
2021
US$’m
7 095
(6 227)
(1 132)
1 092
4 120
680
1 512
933
6 896
355
735
(1 760)
(2 734)
4 552
5 413
(51)
(409)
(401)
5 252
5 721
(34)
(230)
(205)
The group applies an appropriate lag period of not more than three months in reporting the results of equity-accounted investments.
A.2 Growth in local currency, excluding acquisition and disposals
The group applies certain adjustments to segmental revenue and trading profit reported in the summarised consolidated financial
statements to present the growth in such metrics in local currency and excluding the effects of changes in the composition of the group.
Such underlying adjustments provide a view of the company’s underlying financial performance that management believes is more
comparable between periods by removing the impact of changes in foreign exchange rates and changes in the composition of the
group on its results. Such adjustments are referred to herein as ʼGrowth in local currency, excluding acquisitions and disposalsʼ. The
group applies the following methodology in calculating growth in local currency, excluding acquisitions and disposals:
• Foreign exchange/constant currency adjustments have been calculated by adjusting the current period’s results to the prior period’s
average foreign exchange rates, determined as the average of the monthly exchange rates for that period. The local currency
financial information quoted is calculated as the constant currency results, arrived at using the methodology outlined above,
compared to the prior period’s actual IFRS results. The relevant average exchange rates (relative to the US dollar) used for the
group’s most significant functional currencies, were:
Currency (1FC = US$)
South African rand (ZAR)
Euro (EUR)
Chinese yuan renminbi (RMB)
Brazilian real (BRL)
Indian rupee (INR)
Polish zloty (PLN)
Russian rouble (RUB)
British pound sterling (GBP)
Turkish lira (TRY)
Romanian leu (RON)
31 March
2022
0.0670
1.1586
0.1562
0.1891
0.0134
0.2525
0.0134
1.3620
0.0927
0.2346
2021
0.0614
1.1691
0.1479
0.1830
0.0135
0.2593
0.0134
1.3152
0.1344
0.2405
• 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Other information to the summarised consolidated financial statements continued
for the year ended 31 March 2022
183
A. Non-IFRS financial measures and alternative performance measures continued
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 2022
Transaction
Dilution of the group’s interest in Tencent
Dilution and lag period catch-up adjustment
following the subsequent loss of control of the
group’s interest in VK (Mail.ru)
Acquisition of the group’s interest in Encuentra
Acquisition of the group’s interest in Grupo ZAP
Acquisition of the group’s interest in Carsmile
Acquisition of the group’s interest in Kiwi Finance
Acquisition of the group’s interest in Obido
Acquisition of the group’s interest in EMPG
Disposal of the group’s interest in letgo
Acquisition of the group’s interest in OfferUp
Disposal of the group’s interest in Aasaanjobs
Basis of
accounting
Associate
Associate
Reportable
segment
Social and
Internet Platforms
Acquisition/
disposal
Disposal
Social and
Internet Platforms
Disposal/
acquisition
Associate
Ecommerce
Joint venture Ecommerce
Subsidiary
Ecommerce
Subsidiary
Ecommerce
Subsidiary
Ecommerce
Associate
Ecommerce
Acquisition/
disposal
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Subsidiary
Ecommerce
Disposal
Associate
Ecommerce
Acquisition
Subsidiary
Ecommerce
Disposal
Disposal of the group’s interest in iFood Colombia
Subsidiary
Ecommerce
Disposal of the group’s interest in iFood Mexico
Acquisition of the group’s interest in Kolonial
Increase in the group’s interest in Delivery Hero
Disposal of the group’s interest in Luno
Dilution of the group’s interest in Zest
Increase of the group’s interest in Remitly
Subsidiary
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Acquisition of the group’s interest in Shipper
Associate
Ecommerce
Disposal/
acquisition
Disposal
Acquisition
Acquisition
Disposal
Disposal
Acquisition/
disposal
Acquisition
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Other information to the summarised consolidated financial statements continued
for the year ended 31 March 2022
184
A. Non-IFRS financial measures and alternative performance measures continued
A.2 Growth in local currency, excluding acquisition and disposals continued
Year ended 31 March 2022
Transaction
Increase of the group’s interest in BYJU’S
Acquisition of the group’s interest in Eruditus
Acquisition of the group’s interest in GoodHabitz
Acquisition of the group’s interest in Stack Overflow
Disposal of the group’s interest in Wavy
Step-up of the group’s interest in Zoop
Acquisition of the group’s interest in PharmEasy
Acquisition of the group’s interest in DeHaat
Acquisition of the group’s interest in Klar
Acquisition of the group’s interest in 99 Minutos
Acquisition of the group’s interest in Aruna
Dilution of the group’s interest in SimilarWeb
Dilution of the group’s interest in Swiggy
Acquisition of the group’s interest in Flink
Acquisition of the group’s interest in DotPe
Private Limited
Acquisition of the group’s interest in FinWizard
Acquisition of the group’s interest in Flat
White Capital
Dilution of the group’s interest in Udemy
Acquisition of the group’s interest in Skillsoft
Acquisition of the group’s interest in Delivery
Solutions KFT
Acquisition of the group’s interest in Flip
Disposal of the group’s interest in
Interbase Resources
Basis of
accounting
Reportable
segment
Associate
Ecommerce
Associate
Ecommerce
Subsidiary
Ecommerce
Subsidiary
Ecommerce
Acquisition/
disposal
Acquisition
Acquisition
Acquisition
Acquisition
Subsidiary
Ecommerce
Disposal
Subsidiary
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Associate
Ecommerce
Disposal/
acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Acquisition
Disposal
Disposal
Acquisition
Acquisition
Acquisition
Acquisition
Associate
Ecommerce
Disposal
Associate
Ecommerce
Subsidiary
Ecommerce
Acquisition
Acquisition
Associate
Ecommerce
Acquisition
Associate
Ecommerce
Disposal
Acquisition of the group’s interest in Meesho
Associate
Ecommerce
Acquisition
The net adjustment made for all acquisitions and disposals on continuing operations that took place during the year ended 31 March 2022,
amounted to a negative adjustment of US$755m on revenue and a negative adjustment of US$604m on trading profit.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Other information to the summarised consolidated financial statements continued
for the year ended 31 March 2022
185
A. Non-IFRS financial measures and alternative performance measures continued
A.2 Growth in local currency, excluding acquisition and disposals continued
The adjustments to the amounts reported in terms of IFRS, which have been made in arriving at the pro forma financial information, are
presented in the table below:
2021
A
IFRS 81
US$ʼm
2022
B
Group
composition
disposal
adjustment
US$ʼm
2022
C
Group
composition
acquisition
adjustment
US$ʼm
2022
D
Foreign
currency
adjustment
US$ʼm
Revenue
Ecommerce
Classifieds
Food Delivery
Payments and Fintech
Edtech
Etail
Other
Social and Internet Platforms
Tencent
VK
Media
Corporate segment
Intersegmental
6 849
1 609
1 486
577
115
2 856
206
22 526
22 155
371
211
—
—
(134)
(33)
(9)
(7)
14
(2)
(97)
(1 497)
(1 493)
(4)
—
—
—
806
64
374
9
225
10
124
70
—
70
—
—
—
2022
F2
2022
G3
2022
H4
31 March
2022
E
Local
currency
growth
US$ʼm
3 299
1 453
1 142
255
71
226
152
(164)
(118)
(1)
(38)
—
(4)
(3)
IFRS 81
US$ʼm
10 656
2 975
2 992
796
425
3 086
382
1 305
1 302
3 390
3 297
25 794
25 261
3
20
—
—
93
26
—
(1)
533
257
—
(1)
Local
currency
growth
% change
IFRS 8
% change
49
92
77
45
55
8
>100
16
16
25
12
—
56
85
>100
38
>100
8
85
15
14
44
22
—
<(100)
<(100)
Group economic interest
29 586
(1 631)
876
1 161
6 714
36 706
24
24
1 Figures presented on an economic-interest basis as per the segmental review.
2 A + B + C + D + E.
3
[E/(A + B)] x 100.
4
[(F/A) -1] x 100.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Other information to the summarised consolidated financial statements continued
for the year ended 31 March 2022
186
A. Non-IFRS financial measures and alternative performance measures continued
A.2 Growth in local currency, excluding acquisition and disposals continued
The adjustments to the amounts reported in terms of IFRS, which have been made in arriving at the pro forma financial information, are
presented in the table below:
2021
A
IFRS 81
US$ʼm
2022
B
Group
composition
disposal
adjustment
US$ʼm
2022
C
Group
composition
acquisition
adjustment
US$ʼm
2022
D
Foreign
currency
adjustment
US$ʼm
31 March
2022
E
Local
currency
growth
US$ʼm
2022
F2
2022
G3
2022
H4
Local
currency
growth
% change
IFRS 81
US$ʼm
IFRS 8
% change
(439)
15
(355)
(68)
(14)
61
(78)
6 154
6 126
28
(8)
(152)
5 555
46
13
33
6
1
—
(7)
(413)
(413)
—
—
(1)
(231)
(3)
(129)
(1)
(48)
(3)
(47)
(5)
—
(5)
—
—
(368)
(236)
3
9
(2)
(5)
(1)
3
(1)
342
342
—
1
(1)
345
(499)
(1 120)
<(100)
<(100)
(9)
(271)
8
(55)
(103)
(69)
241
218
23
24
(63)
(297)
25
(724)
(60)
(117)
(42)
(202)
6 319
6 273
46
17
(217)
4 999
(32)
(84)
13
<(100)
<(100)
(81)
4
4
82
>100
(41)
(6)
67
<(100)
12
<(100)
<(100)
<(100)
3
2
64
>100
(43)
(10)
Trading profit
Ecommerce
Classifieds
Food Delivery
Payments and Fintech
Edtech
Etail
Other
Social and Internet Platforms
Tencent
VK
Media
Corporate segment
Group economic interest
1 Figures presented on an economic-interest basis as per the segmental review.
2 A + B + C + D + E.
3
[E/(A + B)] x 100.
4
[(F/A) -1] x 100.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Report on the assurance engagement on the compilation
of pro forma financial information
187
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 2022
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 2022 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 2022 (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 2022 (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 2022 (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 2022 (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 2022, 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.
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Report on the assurance engagement on the compilation
of pro forma financial information continued
188
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 2022 (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 2022 (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 judgement, 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.
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
25 June 2022
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 189
Other
information
190 Notice of virtual annual general meeting
197 Form of proxy
199 Notes to the form of proxy
202 Shareholder and corporate information
203 Analysis of shareholders and shareholders’ diary
204 Glossary
Naspers integrated annual report 2022Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther information 190
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 108th annual general meeting of
Naspers Limited (the company or Naspers) will be held (subject to
any adjournment or postponement) on Thursday, 25 August 2022,
at 14:00 (SAST). The annual general meeting will be conducted
entirely, and be accessible by shareholders, through electronic
communication as envisaged in the Act.
Electronic participation by shareholders
The annual general meeting will be conducted entirely through
electronic communications as envisaged in the Act. Accordingly,
references in this notice of virtual annual general meeting to ‘in
person’ or ‘represented’ when used in connection with the virtual
annual general meeting will include a reference to a person who
is able, whether on their own behalf or via proxy, to participate in
the virtual annual general meeting by electronic communication
as envisaged in the Act.
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, 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 Tuesday,
16 August 2022) 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 be accompanied by the following
information, as applicable:
• 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 wish 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 Thursday, 18 August 2022 and
Tuesday, 23 August 2022, 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 at
the virtual annual general meeting 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 virtual 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 using the details
provided by TMS on behalf of the company by no later than 15
minutes prior to the commencement of the virtual 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 virtual annual general meeting, and ask directors
questions and submit your votes in real time.
For administrative purposes, and 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 Tuesday, 23 August 2022.
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
Date
Record date for receipt of notice purposes
Friday, 17 June 2022
Notice of meeting distributed to shareholders
Monday, 27 June 2022
Last date to trade to be eligible to vote
Tuesday, 16 August 2022
Record date for voting purposes
Friday, 19 August 2022
For administration purposes, forms of proxy
to be lodged by 14:00
Tuesday, 23 August 2022
Meeting to be held at 14:00
Thursday, 25 August 2022
Results of meeting released on SENS
Thursday, 25 August 2022
Record date, attendance and voting
The record date for the virtual annual general meeting (being the
date used to determine which shareholders are entitled to
participate in and vote at the virtual annual general meeting) is
Friday, 19 August 2022. 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 virtual annual
general meeting is entitled to appoint a proxy to attend,
participate in and vote at the virtual annual general 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 virtual annual general 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 and lodgement with TMS, 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notice of virtual annual general meeting continued
191
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.
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 at
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 Tuesday,
23 August 2022, 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
Tuesday, 23 August 2022, 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 2022
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 virtual
annual general meeting.
Purpose of meeting
The purpose of the virtual annual general 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.
• 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 2022 is available at 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
Suite 15, Third Floor, Oxford & Glenhove, 116 Oxford Road,
Houghton Estate 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 virtual annual general 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 virtual
annual general meeting.
Ordinary resolution 1
To consider and accept the annual financial statements of the
company and the group for the twelve (12) months ended
31 March 2022 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
2022 (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 Suite 15, Third Floor, Oxford &
Glenhove, 116 Oxford Road, Houghton Estate 2196 (contact
person Mrs Toni Lutz) or by email at cosec@naspers.com.
Ordinary resolution 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 entered into between Naspers and
Prosus, 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 25 June 2022.
Ordinary resolution 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.
Ordinary resolution 4
To appoint, on the recommendation of the company’s audit
committee, the firm Deloitte as independent registered auditor of
the company (noting that Mr J Welsh is the individual registered
auditor of that firm who will undertake the audit) to take over from
FY24.
In June 2017, the Independent Regulatory Board for Auditors
issued a rule prescribing that auditors of public interest entities in
South Africa must comply with mandatory audit firm rotation with
effect from 1 April 2023.
Following a lengthy and considered tendering process, on
recommendation from the audit committee, it was decided that
Naspers would appoint Deloitte as the external auditor to take
over from FY24.
Ordinary resolution 5
To confirm the appointment of Mrs S Dubey as an independent
non-executive director, her appointment having been made in
terms of section 70 of the Act. Her abridged curriculum vitae
appears on page 103. The board and nominations committee
unanimously recommend approval and confirmation of the
appointment of the director in question in terms of resolution
number 5.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notice of virtual annual general meeting continued
192
Ordinary resolution 6
To elect Prof D Meyer, Ms M Girotra and Messrs JP Bekker, SJZ
Pacak and JDT Stofberg, who retire by rotation and, being eligible,
offer themselves for re-election, as directors of the company. Their
abridged curricula vitae appear on pages 103 to 105. The board
and nominations committee unanimously recommend that the
re-election of each of the directors in terms of resolution number 6
be approved by shareholders of the company. Voting on the
re-election of directors in ordinary resolution number 6 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 single vacancy.
Ordinary resolution 7
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 nominations 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 nominations
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 104
and 105. The appointment of members of the audit committee will
be conducted by way of a separate vote for each individual.
Ordinary resolution 8
To endorse the company’s remuneration policy, as set out in the
2022 remuneration report on pages 121 to 128, by way of a
non-binding advisory vote.
Ordinary resolution 9
To endorse the implementation report of the remuneration report
by the company as set out on pages 129 to 145 of the 2022
remuneration report, by way of a non-binding advisory vote.
Ordinary resolution 10
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.
Ordinary resolution 11
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 of this ordinary
resolution 11, 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 to such person(s) and
on such terms and conditions as the directors may from time to
time, in their discretion deem fit, subject to the Act, the
memorandum of incorporation of the company and 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 the shares which are the subject of the issue for cash must
be of a class already in issue, or where this is not the case, must
be limited to such shares or rights that are convertible into a
class already in issue.
• 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 an 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% (five
percent) 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% (five percent) 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). The number of shares which may be issued under
this authority shall be based on the number of shares in issue as
at the date of this notice. As at the date of this notice, 5% (five
percent) of the number of issued shares, excluding treasury
shares, amounts to 43 551 105 Naspers N ordinary shares.
• 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% (ten percent)
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. However, in terms of
the JSE Listings requirements related parties may participate in a
general issue for cash through a bookbuild process provided –
(i) the approval by shareholders contemplated in paragraph
5.52(e) expressly affords the ability to the issuer to allow
related parties to participate in a general issue for cash
through a bookbuild process;
(ii) related parties may only participate with a maximum bid
price at which they are prepared to take up shares or at
book close price. In the event of a maximum bid price and
the book closes at a higher price the relevant related party
will be ‘out of the book’ and not be allocated shares; and
(iii) equity securities must be allocated equitably ‘in the book’
through the bookbuild process and the measures to be
applied must be disclosed in the SENS announcement
launching the bookbuild.
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 25 August 2021,
shareholders approved an increase of up to 5% (five percent) 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
2023.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notice of virtual annual general meeting continued
193
The board decided not to increase fees for the 31 March 2023
financial year, but to seek approval from shareholders to defer
their previous decision and apply it to the 31 March 2024 financial
year.
Accordingly, approval for the increase of the remuneration of
non-executive directors for the year ending 31 March 2024 of up
to 5% (five percent) on the fees earned for the year ending
31 March 2023 is being sought as set out in the table below:
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
Chair
Member
Chair
Member
Human resources and remuneration committee
Chair
Member
Chair
Member
Chair
Member
Nominations committee
Social, ethics and sustainability committee
Other
Trustees of group share schemes/other
personnel funds
31 March 20241
(total proposed fee payable
by Naspers and Prosus)
31 March 20241
(proposed amount payable
by Naspers)
2.5 times member
US$219 762
US$3 500
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$164 821
US$65 929
US$1 050
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 During the year ended 31 March 2020, following the listing of Prosus on Euronext Amsterdam, Naspers non-executive directors now 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 Naspers does not receive additional remuneration for attending meetings or being a member of or chairing any committee of the board or serving as a board member of Tencent.
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
2024, 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 132 and 133 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notice of virtual annual general meeting continued
194
• 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 as envisaged in the JSE Listings Requirements.
• 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.
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 (as
envisaged in the JSE Listings Requirements) 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 in their discretion,
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, and which
authorisation shall include that the board may authorise the
company to provide direct or indirect financial assistance to a
related or interrelated company or corporation to the company
(wheresoever incorporated) as 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, for purposes of, in connection with or in relation to an
acquisition of N ordinary shares. 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notice of virtual annual general meeting continued
195
• 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 as envisaged in the JSE Listings Requirements.
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.
• 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.
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, and authorise the
provision of direct or indirect financial assistance by the company
to related or interrelated companies or corporations in relation to
such acquisitions of 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. 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
ii. 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notice of virtual annual general meeting continued
196
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, allowing 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 12
Each of the directors of the company or the company secretary is
hereby authorised to do all things, perform all acts and sign all
documentation necessary to effect the implementation of the
ordinary and special resolutions adopted at 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
Cape Town
25 June 2022
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Form of proxy
197
Naspers Limited
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 108th annual general meeting of shareholders
For use by holders of certificated shares or ‘own name’ dematerialised shareholders at the 108th annual general meeting of
shareholders of the company to be held (subject to any adjournment or postponement) on Thursday, 25 August 2022, 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 Thursday,
25 August 2022, 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:
In favour of
Against
Abstain
Ordinary resolutions
1. Acceptance of annual financial statements
2. Confirmation and approval of payment of dividends
3. Reappointment of PricewaterhouseCoopers Inc. as auditor
4. Appointment of Deloitte as auditor
5.
To confirm the appointment of S Dubey as an independent non-executive
director
6.
To re-elect the following directors:
N/A
N/A
N/A
6.1 D Meyer
6.2 M Girotra
6.3 JP Bekker
6.4 SJZ Pacak
6.5 JDT Stofberg
7. Appointment of the following audit committee members:
N/A
N/A
N/A
7.1 M Girotra
7.2 AGZ Kemna
7.3 SJZ Pacak
8.
9.
To endorse the company’s remuneration policy
To endorse the implementation report of the remuneration report
10. Approval of general authority placing unissued shares under the control
of the directors
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Form of proxy continued
198
11. Approval of general issue of shares for cash
12. Authorisation to implement all resolutions adopted at the annual
general meeting
Special resolutions
Special resolution number 1
Approval of the remuneration of the non-executive directors for financial year
31 March 2024:
In favour of
Against
Abstain
N/A
N/A
N/A
1.1 Board: Chair
1.2 Board: Member
1.3 Audit committee: Chair
1.4 Audit committee: Member
1.5 Risk committee: Chair
1.6 Risk committee: Member
1.7 Human resources and remuneration committee: Chair
1.8 Human resources and remuneration committee: Member
1.9 Nominations committee: Chair
1.10 Nominations 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
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 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 ..................................................... 2022
Signature ........................................................................................................ Assisted by (where applicable) ......................................................................
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Notes to the form of proxy
199
1.
The following provisions apply to proxies:
1.1 A shareholder of the company may appoint any individual
(including an individual who is not a shareholder of the
company) as a proxy to participate in, speak and vote at the
virtual 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 virtual 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 virtual annual general 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 virtual 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 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
Wednesday, 24 August 2022, or such later date if the virtual
annual general meeting is postponed to allow for processing of
such proxies. All other proxies must be provided to the company
secretary prior to the start of the virtual annual general meeting.
Shareholders are reminded to carefully consider postal delivery
times should they wish to make use of postal services as proxies
not received by 14:00 (SAST) on Wednesday, 24 August 2022, or
immediately prior to the virtual annual general meeting will not
be valid.
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 committed 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.
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.
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.
8.
9.
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 their parent or guardian unless the
relevant documents establishing their legal capacity are
produced or have been registered by the company secretary.
12. Personal information of participants is processed solely for the
purposes of holding the Naspers Annual Virtual 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.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 TO BE COMPLETED BY SHAREHOLDERS WHO WISH TO PARTICIPATE
IN THE NASPERS VIRTUAL ANNUAL GENERAL MEETING
200
The 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 TMS Proprietary Limited via email to
proxy@tmsmeetings.co.za by no later than Tuesday,
16 August 2022.
• 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 TMS
Proprietary Limited with the information requested below.
• Each shareholder, who has complied with the requirements
below, will be contacted between Thursday, 18 August 2022
and Wednesday, 24 August 2022, 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 meeting will be 14:00 (SAST) on
Tuesday, 16 August 2022.
• The participant’s unique link will be forwarded to the email/
mobile phone number provided below.
• Should a participant experience any issue with the electronic
communication during the 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 ........................................................................................................................................................................................................................................................
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Terms and conditions for participation at the Naspers virtual
annual general meeting via electronic communication
201
The cost of electronic participation at the virtual annual
general meeting, including dialling in using a
telecommunication line/webcast/web-streaming to participate
in the virtual 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 TMS 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 they will have no claim against
Naspers, JSE Limited and TMS 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 virtual 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 TMS Proprietary Limited at
proxy@tmsmeetings.co.za.
Shareholder name: ...........................................................................................................................................................................................................................
Signature: .............................................................................................................................................................................................................................................
Date: .......................................................................................................................................................................................................................................................
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 Shareholder and corporate information
202
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
Administration and corporate information
Company secretary
Lynelle Bagwandeen
Suite 15, Third Floor
Oxford & Glenhove
116 Oxford Road
Houghton Estate
Johannesburg 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
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 203
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
Number of
shareholders
65 968
17 661
2 776
547
Number of
N ordinary
shares owned
1 783 053
5 325 539
6 068 579
3 890 652
The following shareholders hold 5% and more of the
N ordinary issued share capital of the company:
Name
Prosus N.V.
% of N ordinary
shares held
Number of
N ordinary
shares owned
49%
213 400 419
Public Investment Corporation
7.45%
32 455 558
More than 10 000 shares
1 169
418 443 235
Naspers share price and trade volume for FY22
Total
88 121
435 511 058
Geographic dispersion
Shareholder types
4 000
3 500
3 000
2 500
2 000
1 500
1 000
500
0
40 000 000
35 000 000
30 000 000
25 000 000
20 000 000
15 000 000
10 000 000
5 000 000
0
South Africa
UK
Europe (excluding UK)
North America
Asia
Rest of the world
Unknown
%
26.08
6.36
52.04
11.44
2.18
0.62
0.56
Corporate stakeholders
Foreign institutions
Domestic institutions
%
49.11
22.72
18.43
Private stakeholders/investors
4.06
Employees, etc
Domestic brokers
Hedge funds
Shareholdings below threshold 0.72
Foreign brokers
Unknown
2.25
1.27
0.57
0.31
0.56
Shareholdings below threshold 0.72
1
2
0
2
/
4
0
/
1
0
1
2
0
2
/
5
0
/
1
0
1
2
0
2
/
6
0
/
1
0
1
2
0
2
/
7
0
/
1
0
1
2
0
2
/
8
0
/
1
0
1
2
0
2
/
9
0
/
1
0
1
2
0
2
/
0
1
/
1
0
1
2
0
2
/
1
1
/
1
0
1
2
0
2
/
2
1
/
1
0
2
2
0
2
/
1
0
/
1
0
2
2
0
2
/
2
0
/
1
0
2
2
0
2
/
3
0
/
1
0
Naspers share prices (in Rands)
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 2022 was 48.41%, represented by 88 108
shareholders holding 210 838 168 N ordinary shares in the
company. The non-public shareholders of the company comprising
13 shareholders representing 224 672 890 N ordinary shares are
analysed as follows:
Number of
N ordinary shares
% of N ordinary
issued share
capital
2 915 897
0.67%
3 654 768
218 102 225
0.84%
50.08%
Category
Naspers share-based
incentive schemes
Directors
Group companies
Shareholders’ diary
Annual general meeting
August
Reports
Interim for half-year to September
November
Announcement of annual results
Annual financial statements
Dividend
Declaration
Payment
Financial year-end
June
June
August
October
March
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022
204
Glossary
Term/Acronym
Description
ADR
AGM
American Depository Receipt
Annual general meeting
Agtech
Agriculture technology
AI
AMEA
Android
app
ASA
Average
monthly
paying listers
B2C
BBBEE
BEE
BIT
bn
BNPL
bot
BRICS
BRL
Artificial intelligence
Asia, Middle East and Africa
Google-owned operating system for mobile devices such as smartphones and tablets.
Software application designed to run on smartphones and tablet computers.
Advertising Standards Authority
A measure of the number of monthly users on a platform who yield one or more revenue generating transactions,
such as listing fees or advertising.
Business-to-consumer (direct-to-consumer)
Broad-based Black Economic Empowerment
Black economic empowerment
Business information technology
Billion
Buy now pay later
A software application that runs automated tasks (scripts) over the internet.
Brazil, Russia, India, China and South Africa
Brazilian real
24.com
Internet publisher in South Africa
c
C2C
CAGR
Capex
CEE
CEO
CFO
CODM
COHE
COO
South African cent
Consumer-to-consumer
Compound annual growth rate
Capital expenditure
Central and Eastern Europe
Chief executive officer
Chief financial officer
Chief operating decision-maker
Core headline earnings
Chief operating officer
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 205
Glossary continued
Term/Acronym
Description
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 the group. 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 re-measurement 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 instruments and unrealised currency translation differences, as
these items obscure the group’s 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
the group’s composition and are not reflective of the group’s underlying operating performance; (vii) the
amortisation of intangible assets recognised 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 the group as well as the group’s share of earnings of associates and joint
ventures, to the extent that the information is available.
Covid-19
Coronavirus disease
CSAT
CSDP
CSI
CSR
DAU
Dmart
dtic
EBIT
Adjusted
EBITDA
Customer satisfaction score
Central securities depository participant
Corporate social investment
Corporate social responsibility
Daily active users
Small Delivery Hero-owned warehouse
Department of Trade, Industry and Competition (South Africa)
Earnings before interest and tax
Adjusted EBITDA represents operating profit/loss, as adjusted to exclude: (i) depreciation; (ii) amortisation; (iii)
retention option expenses linked to business combinations; (iv) 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; (v) cash-settled share-based compensation expenses
deemed to arise from shareholder transactions by virtue of employment; and (vi) subsequent fair value re-
measurement 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 the group has a cash cost on settlement with participants).
Ecommerce
Electronic commerce
Economic
interest
Edtech
EMEA
EMS
Investments in associated companies and joint ventures have been accounted for under the equity method for all
periods, unless otherwise indicated. Associated companies are those companies over which we exercise significant
influence, but which we do not control or jointly control. Joint ventures are arrangements in which we contractually
share control over an activity with others and in which the parties have rights to the net assets of the arrangement.
This approach is consistent with the application of the equity method of accounting required by IFRS-EU in the
financial statements. References to ‘revenue from the group’ or ‘trading profit from the group’, as applicable,
therefore exclude our share of revenue or trading profit from investments in associated companies and joint
ventures. We have, however, also included certain information based on the proportionate consolidation of
associated companies and joint ventures in that section, as indicated therein and as further explained below.
IFRS 8 Operating Segments, aligns the reporting of operating segments with internal management reporting. As
the CODM analyses segment results in accordance with the investments in associated companies and joint
ventures on a proportionately consolidated basis for segmental reporting purposes, this method is also applied for
segment reporting in the financial statements. Proportionate consolidation is a method of accounting whereby our
share of each of the income and expenses of associated companies and joint ventures is combined line by line
with similar items in our operating segments. We refer to revenue and trading profit measures that include its share
of revenue or trading profit from investments in associated companies and joint ventures as ‘proportionately
consolidated’ or on an ‘economic interest’ basis.
Marrying learning with technology, enabling new and exciting ways for more people to add to their skills and
knowledge.
Europe, Middle East and Africa
Environmental Management System
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 206
Glossary continued
Term/Acronym
Description
ERM
ERP
E&S
ESG
EU
FCTR
FEC
Fintech
FLIGHT
FMCG
Enterprisewide risk management
Enterprise resource plan
Environmental and social
Environmental, social and governance
European Union
Foreign currency translation reserve
Forward exchange contract
Financial technology is an economic industry that introduces new solutions demonstrating an incremental or
radical/disruptive innovation development of applications, processes, products or business models in the financial
services industry.
Funding and Learning Initiative for Girls in Higher Education and Skills Training (Prosus initiative)
Fast-moving consumer goods
Free cash flow
Free cash flow represents cash generated from operations, plus dividends received, minus: (i) net capital
expenditure; (ii) capital leases repaid (gross); and (iii) cash taxation paid. Free cash flow reflects an additional way
of viewing our liquidity that the board believes is useful to investors because it represents cash flows that could be
used for distribution of dividends, repayment of debt (including interest thereon) or to fund our strategic initiatives,
including acquisitions, if any.
FSC
FSCA
FTSE
FY
GAAP
GDP
GDPR
GHG
Forest Stewardship Council
Financial Sector Conduct Authority (former Financial Services Board)
Financial Times Stock Exchange 100 Index
Financial year
Generally accepted accounting policies
Gross domestic product
EU’s General Data Protection Regulation
Greenhouse gas
Gig economy
Labour market characterised by the prevalence of short-term contracts or freelance work as opposed to
permanent jobs.
GMV
GPO
GRI
Gross
merchandise
value (GMV)
Gross merchandise value
Global payments operations
Formerly Global Reporting Initiative
A measure of the growth of a business determined by the total value of merchandise sold over a given time period
through a consumer to consumer (C2C) or B2C platform.
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 207
Glossary continued
Term/Acronym
Description
Growth in
local currency,
excluding
acquisitions
and disposals
We apply certain adjustments to the segmental revenue and trading profit reported in the financial statements to
present the growth in such metrics in local currency and excluding the effects of changes in our composition. Such
underlying adjustments provide a view of our underlying financial performance that management believes is more
comparable between periods by removing the impact of changes in foreign exchange rates and changes in our
composition on our results. Such adjustments are referred to herein as ‘growth in local currency, excluding
acquisitions and disposals’. We apply 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-EU results.
• Adjustments made for changes in our composition relate to acquisitions, mergers and disposals of subsidiaries
and equity accounted investments, as well as to changes in our shareholding in our 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.
HD
High-definition
Headline
earnings
Headline earnings represents net profit for the year attributable to the group’s equity holders, excluding certain
defined separately identifiable remeasurements relating to, amongst 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 1/2021, headline earnings, as issued
by the South African Institute of Chartered Accountants, at the request of the 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.
Healthtech
Health technology involves the design, development, creation, use and maintenance of information systems and
the internet for the healthcare industry. Automated and interoperable healthcare information systems are expected
to lower costs, improve efficiency and reduce error while providing better consumer care and service.
HEPS
Headline earnings per share
HR
I&T
IAPP
IAS
IASB
ICT
IFRS
IIRC
ILO
IM
IMF
Human resources
Information and technology
International Association of Privacy Professionals
International Accounting Standards
International Accounting Standards Board
Information and communications technology
International Financial Reporting Standards
International Integrated Reporting Council
International Labour Organization
Instant messaging
International Monetary Fund
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 208
Glossary continued
Term/Acronym
Description
Internal rate
of return (IRR)
IRR is presented in this report for illustrative purposes only and is calculated based on the estimated valuations of
our internet investments. The estimated valuations are calculated as of 31 March 2022 using a combination of: (i)
prevailing share prices for stakes in listed assets; (ii) valuation estimates derived from the average of sell-side
analysts currently covering Naspers for stakes in unlisted assets; and (iii) post-money valuations on transactions of
these assets or from similar recent transactions for stakes in unlisted assets where analyst consensus is not
available. In respect of (ii) above, we do not endorse, and did not participate in, or provide any information for
purposes of the preparation of the market valuations calculated by third-party analysts. These valuation estimates
have not been confirmed by an independent third-party expert, such as an accounting firm or an investment bank.
Accordingly, these valuation estimates may not reflect past, present or future fair values, or any potentially
achievable fair value in the future and no reliance can be placed on these valuation estimates.
iOS
IoT
IP
IPO
IR
IRR
ISA
ISE
ISL
ISP
IVAS
JSE
JV
K–12
iPhone operating system
Internet of things
Intellectual property
Initial public offering
Investor relations
Internal rate of return
International Standard on Auditing
Irish Stock Exchange
Indian Sign Language
Internet service provider
Internet value-added services
JSE Limited (Johannesburg stock exchange)
Joint venture
Kindergarten to grade 12
King IV™
King IV Report on Corporate Governance for South Africa, 2016
KPI
KYC
Key performance indicator
Know your customer
LatAm
Latin America
LGBTQIA+
Lesbian, gay, bisexual, transgender, queer/questioning, intersex, asexual and many other gender and sexual
identities
LIFE
LSE
LTI
m
M&A
MAU
Leadership in the food delivery ecosystem
London Stock Exchange
Long-term incentive
Million
Mergers and acquisitions
Monthly active users
MCSI index
Morgan Stanley Capital International index
MENA
MIH B.V.
ML
MMYT
Mr D
N
Middle East and North Africa region
Myriad International Holdings B.V.
Machine learning
MakeMyTrip
Mr D Food
Naira – Nigerian currency
NASDAQ
American stock market
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 209
Glossary continued
Term/Acronym
Description
Naspers
Naspers Limited
NGO
NPS
O2D
O2O
OCS
OECD
Non-governmental organisation
Net promoter score
Online-to-delivery
Online-to-offline
Online comparison shopping
Organisation for Economic Cooperation and Development (Brazil)
Omnichannel
A cross-channel content strategy that organisations use to improve their user experience.
OTA
OTT
1P
3P
P2P
PLN
POPIA
Prosus
Online travel agency
Over-the-top
First party – in the context of food delivery, a capital-intensive own-delivery model.
Third party – in the context of food delivery, a capital-light marketplace model where meals are delivered by
restaurants.
Peer-to-peer
Polish zloty
Protection of Personal Information Act
Prosus N.V.
Prosus FLIGHT
Funding and Learning Initiative for Girls in Higher Education and Skills Training
PSP
PvE
Payment service provider
Player versus environment
PwC N.V.
PricewaterhouseCoopers Accountants N.V. (Netherlands)
PwC
R&D
RCF
RMB
ROI
RSU
RUB
PricewaterhouseCoopers Inc. (South Africa)
Research and development
Revolving credit facility
Chinese renminbi
Return on investment
Restricted stock unit
Russian rouble
R (or ZAR)
South African rand
SA
SaaS
SADC
SAR(s)
SARS
SASB
SAST
SBTi
SDG
SICA
SME
South Africa
Software as a Service
Southern African Development Community
Share appreciation right(s)
South African Revenue Service
Sustainability Accounting Standards Board
South African standard time
Science Based Targets initiative
United Nation’s Sustainable Development Goals
Prosus Social Impact Challenge for Accessibility
Small and medium-sized enterprise
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 210
Term/Acronym
Description
SO(s)
SSA
STEM
STI
TAM
TBO
TCFD
tCO2e
TCTC
TMS
Share option(s)
Sub-Saharan Africa
Science, technology, engineering and maths
Short-term incentive
Total addressable market
Travel Boutique Online
Task Force on Climate-related Financial Disclosures
Tonnes of CO2 equivalent
Total cost to company
The Meeting Specialist Proprietary Limited
Total payments
in value
A measure of payments, net of payment reversals, successfully completed through a payments platform (PayU),
excluding transactions processed through gateway products (ie those that link a merchant’s website to its
processing network and enable merchants to accept credit or debit card online payments).
TPV
Total payment value
Trading profit/
loss
TVET
Twitter
UAE
UCT
UK
UN
Trading profit/loss represents operating profit/loss, as adjusted to exclude: (i) amortisation of intangible assets
recognised in business combinations and acquisitions, as these expenses are not considered operational in nature;
(ii) retention option expenses linked to business combinations; (iii) 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; (iv) cash-settled share-based compensation expenses
deemed to arise from shareholder transactions by virtue of employment; and (v) subsequent fair value re-
measurement 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 the group has a cash cost on settlement with participants).
Technical and vocational education training
Social networking service
United Arab Emirates
University of Cape Town
United Kingdom
United Nations
UNEP
United Nations Environment Program
Unicorns
Start-up companies rapidly reaching a valuation of US$1bn.
Unisa
UPS
US
US$
US$c
VAS
VC
WHO
wi-fi
YES
YoY
University of South Africa
Uninterrupted power supply
United States of America
US dollar
US dollar cent
Value-added services
Venture capital
World Health Organization
Local area wireless technology
Youth Employment Service
Year on year
ZAR (or R)
South African rand
Group overviewSustainability reviewPerformance reviewGovernanceFinancial statementsOther informationNaspers integrated annual report 2022 +27 (0)21 406 2121
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8001
South Africa
www.naspers.com