Governance

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 perform their responsibilities and act properly in its corporate interest. Under South African law, Naspers’s corporate interest extends to the interests of all its stakeholders, including its shareholders, creditors and employees.

While the whole board remains accountable for the group’s performance and affairs, it delegates to committees and management certain functions to assist it to properly discharge its duties. Appropriate structures for those delegations are in place, accompanied by monitoring and reporting systems to ensure integrated thinking.

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 terms of reference of each of the board committees can be found at www.prosus.com/about/policies.

The chairs of the audit, risk, sustainability, human resources and remuneration, and nominations committees are non-executive directors and are required to attend annual general meetings to answer questions.

The audit and risk committees of the board monitor compliance with the Financial Supervision Act, South African Civil Code and the South African Corporate Governance Code, and the JSE requirements applicable to the Naspers bonds listed on that exchange.

The board’s projects, audit, risk, human resources and remuneration, nominations, and sustainability committees ensure 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 corporate governance matters.

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. The board, its committees and the boards and committees of subsidiaries are responsible for ensuring the appropriate principles and practices of the South African Corporate Governance Code 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 must subscribe to the South African Corporate Governance Code principles. In addition, business and governance structures have clear approval frameworks.

The group has a governance committee comprising the segment chief executive officers, chief financial officers of Naspers and Prosus, 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 was employed across the consolidated entities in the group during the financial year.

We recognise the value of an integrated approach to assurance and compliance. The adopted governance, risk and compliance framework is the basis for managing governance.

This framework illustrates how we achieve a sustainable business integrated with governance, assurance, risk management and compliance, in line with legislated requirements and Dutch Corporate Governance Code recommendations and reported through the relevant structures.

Our subsidiaries, associates and investees must comply with applicable laws and regulations. Accordingly, a risk-based legal compliance programme (including anti-bribery and anti-corruption) has been implemented per this framework in all subsidiaries.

Our largest associates, many of whom are of significant size, have adopted their appropriate governance standards. A number of these companies have listings on leading stock exchanges and, therefore, need to comply with local law and the requirements of the relevant exchange, which is reflected in the standards they adopt. If our team members serve on the boards of investees, they can sometimes help shape the investee’s governance standards. They do this by sharing the governance standards we have adopted on relevant topics, 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.

The board retains oversight of the sustainability agenda for the group, including our climate action strategy and plan. In addition, the review and approval of business and financial goals, including sustainability targets and resource allocations, are steered by relevant board committees.

A regular cadence of meetings enables the board, supported by multiple board committees, including the risk committee, the sustainability committee and the governance committee, to retain oversight on the progress made on the implementation of the sustainability strategy for the group and the management of sustainability risks and opportunities across the portfolio.

The risk and sustainability committees must meet at least twice yearly. In addition, every board meeting includes sustainability as a standard agenda item, demonstrating the topic's prominence and ensuring the board is informed on ESG and climate-related risks frequently to steer on actions where needed.

Click here to view sustainability governance structure