Naspers : governance report 2020 (1.5 MB)

Our board

A Audit committee

• R Risk committee

• S Naspers social, ethics and sustainability committee

P Project committee (previously referred to as the executive committee)

N Nomination committee

H Human resources and remuneration committeeExecutiveNon-executiveIndependent non-executive

* Chair

Bob van Dijk

47, Dutch

Chief executive officer and executive director

Koos Bekker

67, South African and DutchNon-executive chair

Koos Bekker is the non-executive chair of the board. He led the founding team of the M-Net/ MultiChoice pay-television business in 1985. He was also a founder of MTN Group Limited, a South Africa-based multinational mobile telecommunications company. He headed the group in its international and internet expansion until 1997, when he became chief executive officer of Naspers. He retired as the chief executive officer of Naspers on 31 March 2014. On 17 April 2015, he succeeded Ton Vosloo as chair of the Naspers 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.

Bob van Dijk is our chief executive officer and an executive director. He was appointed as chief executive officer of Naspers in April 2014. He joined the group as Allegro Group chief financial officer in August 2013 and was promoted to chief executive officer 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 fashion segments. Prior to his general management career, he was a founder of an online financial derivatives marketplace. In June 2020, Bob was appointed to the board of Booking Holdings Inc. at the company's annual general meeting. He started his career at McKinsey & Company, focusing on mergers and acquisitions, and media. He holds an MBAHons from INSEAD and an MSc (cum laude) in econometrics from Erasmus University Rotterdam.

Basil Sgourdos

50, South African and Greek

Financial director and executive director

Basil Sgourdos is our financial director and an executive director. He was appointed as the financial director of Naspers in July 2014. He worked for PricewaterhouseCoopers Inc. from 1989 to 1994. Thereafter he joined Naspers, initially as the finance manager of the South African operations division in MultiChoice and then as chief financial officer of 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 the general manager of the video-entertainment business development globally before being appointed as financial director of MIH Holdings Proprietary Limited (MIH Holdings) in January 2009. He held this position until he became the 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.

Hendrik du Toit

58, South African and British

Lead Independent non-executive director

Hendrik du Toit is an independent non-executive director. He was appointed lead independent director of Naspers on 1 April 2020. Hendrik is chief executive officer of Ninety One (previously Investec Asset Management). Hendrik entered the asset management industry in 1988. He joined Investec in 1991 as founding member of Investec Asset Management and remained chief executive officer until he assumed the role of joint chief executive officer of the Investec Group on 1 October 2018 up to the demerger and listing of Ninety One on 16 March 2020. In 2019, Hendrik joined the Advisory Boards of the UN Business and Human Security Initiative and the Impact Investing Institute. Previously, Hendrik served as a non-executive director of the Industrial Development Corporation of South Africa. He has also served on the Advisory Board of the Sustainable Development Solutions Network, the Expert Board of HM Treasury's Belt and Road Initiative, and as Commissioner of the Business and Sustainable Development Commission, which authored the report Better Business Better World in 2017. Hendrik holds an MPhil in economics and politics of development from Cambridge University, as well as an MCom in economics from Stellenbosch University.

Emilie Choi

41, American

Independent non-executive director

Emilie Choi is an independent non-executive director. She serves as chief operating officer at Coinbase, Inc. (Coinbase), 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 Coinbase, she spent more than eight years at LinkedIn Corporation as the 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 is also on the board of directors of ZipRecruiter, Inc., a marketplace for jobseekers and employers. She holds an MBA from the Wharton School of the University of Pennsylvania as well as a BA in economics from the Johns Hopkins University.

Don Eriksson

75, South African

Independent non-executive director

Don Eriksson is an independent non-executive director. He is the chair of Oakleaf Insurance Company Limited and Renasa Insurance Company Limited. On 11 June 2020, he retired from the board of MultiChoice Group and other MultiChoice companies. He served on the council of the Institute of Directors of South Africa (IoDSA) for a number of years, of which he is an honorary life member, and as a trustee to the Discovery Health Medical Scheme. He was a partner at Coopers & Lybrand (now PricewaterhouseCoopers Inc.) and an executive director of the Commercial Union group of companies (CGU Insurance Company (SA) Limited, Commercial Union Life Insurance Company Limited and Sentrasure Limited). He is a qualified South African chartered accountant and holds a certificate in the Theory of Accountancy from the University of the Witwatersrand.

Manisha Girotra

50, Indian

Independent non-executive director

Manisha Girotra is an independent non-executive director. She is the chief executive officer of Moelis India. She has more than 25 years of investment banking experience, with crossborder mergers and acquisitions expertise across a broad range of industries. Prior to joining Moelis & Company, she was the chief executive officer and country head of UBS AG in India, managing its investment bank, commercial bank, markets, equity research and wealth management divisions. Previously, 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 directors of Ashok Leyland Limited and Jio Payments Bank Limited. She holds a BAHons in economics from St. Stephen's College, India and a masters in economics from the Delhi School of Economics, India.

Craig Enenstein

51, American

Independent non-executive director

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. Corridor Capital, LLC is based in Los Angeles and was founded by him in 2005. He holds an MBA in finance from the Wharton School of Business of the University of Pennsylvania, an MA in international studies from the Lauder Institute: University of Pennsylvania and a BA from the University of California, Berkeley.

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S

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Rachel Jafta

59, South African

Independent non-executive director

Rachel Jafta is an independent non-executive director. She is a professor in economics at Stellenbosch University. She joined Naspers as a director in 2003 and was appointed a director of Media24 in 2007. She is a member of the South African Economic Society, chair of the Cape Town Carnival Trust, a member of the Management Committee of the Bureau for Economic Research at Stellenbosch University and a member of the International Advisory Board of Fondação Dom Cabral Business School, Brazil. She was appointed as chair of the Media24 board of directors in April 2013. She is the chair of the Media24 nomination committee. She is also a director of Naspers Beleggings (RF) Limited. She holds an MEcon and a PhD from the University of Stellenbosch.

Our boardcontinued

A Audit committee

• R Risk committee

• S Naspers social, ethics and sustainability committee

P Project committee (previously referred to as the executive committee)

N Nomination committee

H Human resources and remuneration committeeExecutiveNon-executiveIndependent non-executive

* Chair

Nolo Letele

70, South AfricanNon-executive director

Nolo Letele is a non-executive director. He joined M-Net in 1990 and pioneered MultiChoice's expansion outside South Africa. In 1995, he moved to the Republic of Ghana, where he served as MultiChoice's West African regional general manager. In 1999, he was appointed chief executive officer of MultiChoice South Africa Holdings Proprietary Limited (MultiChoice SA), and later served as the MultiChoice group chief executive officer until 2010, when he was appointed executive chair of MultiChoice SA; currently non-executive chair. He has won several awards including Media Man of the Year in 2001 (Saturday Star-Business Report); Media Owner of the Year in 2003 (Financial Mail Adfocus); and the Lifetime Africa Achievement Prize for media development in Africa (Millennium Excellence Foundation). He holds a BScHons in electronic engineering from the University of Southampton.

Ying Xu

56, Chinese

Independent non-executive director

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, Ms Y Xu has strong insight and knowledge of consumers in China, especially in retail, online and offline. Prior to joining Wumei Technology Group, Ms Xu was vice president of LG (a joint venture) at Tianjin International Trust & Investment. Ms Xu holds a BA degree in English from Tianjin University, China, and an MBA from Meinders School of Business, Oklahoma City University, United States.

Roberto Oliveira de Lima

69, Brazilian

Independent non-executive director

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, chief executive officer of Vivo S.A., the largest mobile telecommunications company in Brazil, chair of Publicis Brazil and president of Natura S.A. (Natura). He was previously a board member of Edenred S.A. in France, Pão de Açúcar S.A. (Casino) and Natura in Brazil. He is a member of the board of directors of RNI Negócios Imobiliários S.A. In April 2019, he left the board of directors of Telefônica Brasil S.A. after 14 years with that company, 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.

Debra Meyer

53, South African

Independent non-executive director

Debra Meyer is an independent non-executive director. She is a professor of biochemistry and executive dean of the Faculty of Science at the University of Johannesburg. She has completed modules in media strategy and academic leadership at Harvard University and the Gordon Institute of Business Science, University of Pretoria and makes regular contributions to several newspapers and magazines. She serves as a trustee or board member for several organisations. She is also a director of Naspers Beleggings (RF) Limited. She holds a BSc in biological sciences, a BScHons and an MSc in biochemistry from the University of Johannesburg (then, the Rand Afrikaans University) and a PhD in biochemistry and molecular biology from the University of California, Davis (which she attended as a Fulbright Scholar).

Steve Pacak

65, South AfricanNon-executive director

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 is a director of MultiChoice Group Limited as well as companies in the Naspers group. He was appointed as an executive director of Naspers in 1998 and a non-executive director on the Naspers board on 15 January 2015. He retired as Naspers's financial director on 30 June 2014 and remained on the Naspers board as a non-executive director. He is a qualified South African chartered accountant and holds a BAcc from the University of the Witwatersrand.

Fred Phaswana

75, South African

Independent non-executive director

Fred Phaswana was an independent non-executive director and the lead independent director of the board. He joined the Naspers board as a director in 2003. He is the joint chair of Mondi Group Limited and Mondi Group plc and former chair of the Standard Bank Group Limited and of The Standard Bank of South Africa Limited. He holds an MA from the University of South Africa and BComHons from the University of Johannesburg (at that time, the Rand Afrikaans University) and BA (philosophy, politics and economics) from the University of South Africa. He retired from the Naspers and Prosus boards and committees with effect from 1 April 2020.

Mark Sorour

58, South AfricanNon-executive director

Mark Sorour is a non-executive director. He joined the Naspers group in 1994, leading business development and corporate finance, globally. Following assignments in Hong Kong and Amsterdam, he returned to Cape Town in 2002 as the Naspers group's chief investment officer, being responsible for all global investment activities. On 31 March 2018, he retired after more than 20 years with the Naspers group. He remained on the Naspers 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.

Ben van der Ross

73, South African

Independent non-executive director

Ben van der Ross is an independent non-executive director. He was chair of Strategic Real Estate Management Proprietary Limited, the managers of the Emira Property Fund. He served on the boards of directors 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. He is an attorney of the High Court of South Africa and holds a DipLaw from the University of Cape Town.

Cobus Stofberg

69, South African and DutchNon-executive director

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 of Coopers & Lybrand (now PricewaterhouseCoopers Inc.). He is a qualified South African chartered accountant and holds a BComLaw and LLB from Stellenbosch University and a BComptHons from the University of South Africa.

Governance for a sustainable business

Focus areas this yearStrategy

Review the group's strategy, three-year plan and budget.

Read more on page 25 of the integrated annual report

Continue to address the discount and unlock value through the listing of Prosus N.V. on Euronext Amsterdam, with a secondary inward listing on the JSE and the share repurchase programme.

Focus on future investment and value creation in the portfolio.

Read more on page 18 of the integrated annual report

Financial

Review the group's performance and results.

Read more on page 50 of the integrated annual report

Governance and sustainabilityContinued application of King IV practices.

Started the journey to determine which of the United Nations' Sustainable Development Goals (SDGs) are best aligned to our impact areas.

Embed data privacy and cybersecurity throughout the group.

Read more on pages 60 to 62 of the integrated annual report

People and learningRecognise the importance of machine learning and embed learning throughout the group, including board level.

Read more on page 65 of the integrated annual report

Covid-19

Review the work undertaken to protect employees and other stakeholders and manage the potential impacts for the business.

Read more on pages 7 and 8 of the integrated annual report

BOARD COMPOSITION (NUMBER OF DIRECTORS)(i),(ii)

Chair

1South Africa11

NATIONALITIES

(NUMBER OF DIRECTORS)(i),(ii)

Executive

2USA2

Independent non-executive

9Brazil1

Non-executive

4The Netherlands1

(i)

The director is an independent non-executive director for the purposes of King IV. We will apply the test for a non-executive director's independence set out in King IV.

India1

(ii)Excludes Fred Phaswana who retired on

31 March 2020.

LENGTH AND TENURE AS A NASPERS DIRECTOR (NUMBER OF DIRECTORS)(ii)

0-2 years1

2-4 years2

4-6 years5

6-9+ years8

GENDER DIVERSITY (NUMBER OF DIRECTORS)(ii)

2020

2019

2018

4 12 3 13 3 14

FemaleMale

Directors	Date first appointed to the board	Date last appointed to the board	Number of board meetings attended	Category
J P Bekker	17 April 2015	23 August 2019	13	Non-executive chair
B van Dijk	1 April 2014	29 August 2014	13	Chief executive officer and executive director
V Sgourdos	1 July 2014	29 August 2014	13	Financial director and executive director
E M Choi	21 April 2017	25 August 2017	12	Independent non-executive director
H J du Toit(1)	1 April 2016	24 August 2018	11	Independent non-executive director and lead independent director
C L Enenstein	16 October 2013	24 August 2018	12	Independent non-executive director
D G Eriksson	16 October 2013	24 August 2018	12	Independent non-executive director
M Girotra(2)	1 October 2019	1 October 2019	6	Independent non-executive director
R C C Jafta	23 October 2003	25 August 2017	13	Independent non-executive director
F L N Letele	22 November 2013	26 August 2016	10	Non-executive director
D Meyer	25 November 2009	23 August 2019	13	Independent non-executive director
R Oliveira de Lima	16 October 2013	24 August 2018	13	Independent non-executive director
S J Z Pacak	15 January 2015	23 August 2019	10	Non-executive director
T M F Phaswana(3)	23 October 2003	25 August 2017	13	Independent non-executive director
M R Sorour	15 January 2015	24 August 2018	13	Non-executive director
J D T Stofberg	16 October 2013	23 August 2019	12	Non-executive director
B J van der Ross	12 February 1999	23 August 2019	12	Independent non-executive director

RACIAL DIVERSITY (NUMBER OF DIRECTORS)(ii)

2020

2019

4 12 5 11

Black people(iii)Other

(iii)As defined in the BBBEE Act.

• (1)Appointed as lead independent director on 1 April 2020.

• (2)Appointed on 1 October 2019.

• (3)Retired as a director on 31 March 2020.

Board committeesSupported by company secretary/ governance framework

Management and group support functions

Underlying framework foundation

Values

Code of business ethics and conduct

Strategy

Various charters and policies

Group support functions

• -Human resources and remuneration

• -Legal and compliance

• -Data privacy

• -Intellectual property

• -Tax

Naspers social, ethics and sustainability

Organisational ethics Corporate citizenship and sustainability Stakeholder relationships

• -Public relations

• -Corporate communications

• -Investor relations

• -Internal audit and risk support

• -Finance

• -Machine learning

Good governance guidelines