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WHO WE ARE
For more than 100 years we have grown by investing in, acquiring and
building leading companies with sustainable competitive advantages.
Wetypically focus onlarge consumer trends where we try to identify
changes early, adapt suitable business models for the high-growth
marketson which we are focusing and leverage our position to build
greatbusinesses that have scale, are profitable and generate healthy
cashflows.
Links to further related information within this report and respective websites. Click to view the corporate video.
Naspers: A diversified global, multinational company
A GLOBAL TECHNOLOGY OPERATOR
Geographic footprint
18% of people
globally use
products and services of
73%
revenue on an economic-
companies that Naspers interest basis derived
has built, acquired or frominternet segment,
invested in 36%consolidated revenue
We employ nearly
25 000
80%
revenue on an
Five
times
economic-interest dividends
people directly and
basis generated
tens of thousands paid in
outside South Africa,
indirectly as suppliers 53% consolidated
taxesto
across theworld revenue governments
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Naspers Limited integrated annual report 2017
ABOUT THIS REPORT
Contents
29%
Scope of this report and assurance 4 (1)
Developing content 4
Assurance 6
increase in revenue on an economic-
Statement of the board of directors on
theintegrated annual report 6 interest basis to$14.6bn
2
Naspers Limited integrated annual report 2017
lR
eview of our performance lG
overnance for
against our six types ofcapital a sustainable business
75m
users make use of OLX groups mobile apps
601 000
children involved in the Lets Play School
monthly in40countries aroundtheworld Physical Education Challenge
3
Naspers Limited integrated annual report 2017
ABOUT THIS REPORT
4
Naspers Limited integrated annual report 2017
Where relevant, we have adjusted under IFRS. Refer to page 42 of and segmental reviews are prepared
amounts and percentages for the thesummarised consolidated on an economic-interest basis
effects of foreign currency, and annualfinancial statements for a (including consolidated subsidiaries
acquisitions and disposals. Such reconciliation of these metrics with and a proportionate consolidation
adjustments (pro forma financial the equivalent amounts reported ofassociated companies and joint
information) are quoted in brackets under IFRS. Financial commentary ventures), unless otherwise stated.
after the equivalent metrics reported
We have used these icons throughout this report to indicate links between our strategy, material issues
and the six capitals.
Social and ethics committee Our six types of capital King III code
Good corporate citizenship Ethical leadership
Financial
and corporate citizenship
Labour and employment
Human Board and directors*
Social and economic development
Audit committees*
Consumer relationships
Social and relationship Governance of risk*
Environmental, health
and public safety IT governance*
Products and services
Compliance with laws, codes, rules
and standards*
Intellectual
Governing stakeholder relationships
Natural Internal audit*
Integrated reporting and disclosure
Note
* Dealt with in corporate governance report.
RE TO
PICTU
NEW UPPLIED
BE S
5
Naspers Limited integrated annual report 2017
ABOUT THIS REPORT
6
Naspers Limited integrated annual report 2017
The Naspers
group
7
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Optimise portfolio
INVEST
US$11m US$120m
US$313m(1) US$434m
US$60m
(1)
Total cumulative investment as at 31 March 2017. Source: Company data.
8
Naspers Limited integrated annual report 2017
What we look for
PARTNER WITH
ENTREPRENEURS
WHERE WE CAN
BUILD LEADERSHIP
POSITIONS WITH A
SUSTAINABLE MOAT BUILD BUSINESSES
WITH BROAD
POTENTIAL
OPERATE IN HIGH-
GROWTH ADDRESS BIG
MARKETS SOCIETAL NEEDS
CONSOLIDATE EXIT
+ US$3.214m
9
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Internet
10
Naspers Limited integrated annual report 2017
We operate internet businesses across a variety of platforms and
geographies. In online classifieds, where we run trading platforms
in more than 40 countries, we own the OLX brand, as well as a
majority stake in Avito, letgo and Dubizzle. PayUprovides payment
solutions in 16countries. In B2C ecommerce we have investments
in eMAG, Flipkart, Takealot and MakeMyTrip (MMYT), and in Naspers
Ventures we look at new opportunities that have potential to
become global businesses. Through Tencent and Mail.ru, we also have
ownership interests in leading providers ofinternet entertainment
and communication services in China andRussia respectively.
Listed
11
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Allocating capital
Whether we build or invest, our approach is to allocate capital in a disciplined way. We typically invest in new businesses early on,
focusing on opportunities that have potential to scale globally. On good traction and sustained growth, we often double-down on
existing investments, helping them build scale and market leadership. Once a winning proposition, we go all-in, eg online classifieds,
driving these businesses to profitability and cash generation.
We also have businesses that are mature, profitable and cash generative, such as MultiChoice South Africa. And then we are invested
in a number of companies that are public, such as Tencent, Mail.ru and most recently, MakeMyTrip.
Early-stage model Model with proven Winning platform Proven model Strategic stake in
Nascent startup potential with growth potential Clear category leader listedasset
Emerging leader At scale Further room for
valueappreciation
5+ years away 3 5 years away from full potential Cash generative
Investment criteria
During the course of a year, we look at numerous investment opportunities, but only conclude a few.
12
Naspers Limited integrated annual report 2017
Target high-growth opportunities
Mar 17 Sep 16 FY17 FY16 FY17 FY16 FY17 FY16 FY16* FY15*
*Company data as at
31 December 2016
FOOD DELIVERY
Notes
(1)
Total payments value reflect PayU India, YoY organic growth, excluding Citrus, was 64%.
(2)
Gross merchandise value data reflects eMAG Romania.
Pursue scale
Key benefits
Increased operating scale
Accelerated technology innovation
Potential value creation from synergies
Strengthened depth of management
13
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Stakeholder engagement
EMPLOYEES
In person, newsletters,
surveys, management
briefings, conferences
and intranet sites
SHAREHOLDERS
AND INVESTORS
Communication and engagement
through a dedicated investor
relations unit
HOW WE INDUSTRY
REGULATORS
Engage with opinion
formers and regulators to
assist in developing policy
CUSTOMERS
Measure customer satisfaction
using the net promoter score
and interact with customers
by using social media
14
Naspers Limited integrated annual report 2017
Engaging and building relationships with all our stakeholders is key to sustaining
business. Our stakeholders are the individuals or organisations that affectand are
affected by our activities, products or services.
After releasing interim and full-year results, we conduct roadshows in South Africa, the United Kingdom and the United States of
America. In the review period, we also attended a number of investor conferences in these regions and in Asia. In FY17, we had
over 550 direct interactions with equity and debt investors, involving 15 of our executives, through a combination of meetings
and teleconference calls.
Internet
Stakeholders Key issues Response
Making it simpler and faster to Most of our internet businesses have adopted the net promoter
Customers use our products and services. score (NPS) metric to measure customer satisfaction. We focus on
Feedback on service-related providing the best experience to all our customers, whether they
issues. are consumers, merchants or partners. On the merchant side, we
Privacy of information. are committed to working with upstream and downstream partners
to provide quality solutions for their businesses. We also use
customer satisfaction (CSAT) scores to measure the degree to
which our products and services meet customers expectations.
Socio-economic growth. We engage with legislators through our public policy teams in each
Consumer protection and region to operate in an efficient and positive regulatory environment,
quality of service. and as part of our compliance activities. Our public policy team
Regulators Developing a digital society. isbased in Brussels and serves the Naspers group leadership by
Citizen and community focus. providing information, analysis and advice relating to politics and policy.
Skills development and It represents the group to governments where necessary, and also
employment. provides support to the groups operating companies to enable them
Taxation. to be more effective in the policy space. PayU holds licences in a
number of the countries in which it operates, and cultivates strong
andopen relationships with its regulators in these markets. Group
businesses belong to relevant industry bodies and associations
tosupport the development of specific sectors.
Building skills to support Our most important asset is our people. At heart we are
futurebusiness growth. entrepreneurs, so we push for performance, back local teams
Knowledge-sharing across andlearn from each other.
thegroup.
Career development. We aim to be recognised for providing meaningful work,
Employees opportunities to learn and grow, and rewards for a job well done.
Inthis culture, we believe our people will be motivated to achieve
by taking personal responsibility for high performance.
15
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Video entertainment
Stakeholders Key issues Response
Customers To ensure that we provide The video-entertainment group has a number of points for customer
offerings that are relevant engagement: the call centre, email, SMS and social media platforms (such as the
andvalue for money. DStv Forum, Twitter and Facebook). Customer insights from email research and
To understand the needs and field trial panels are used in product development. Investment in local content
wants of customers. has deepened, with competitively priced productions that resonate with our
audiences.
To influence policy The video-entertainment group plays an active and constructive role in the
developments to ensure the broadcast industry in countries where it operates. In South Africa, as a member
Industry and long-term viability of the of the National Association of Broadcasters, it raises industry issues with
business partners industry. theDepartment of Communications, the Regulator, the Independent
Communications Authority of South Africa (Icasa), and the parliamentary
portfolio committee on communications. It is represented on the information
and communications technology (ICT) policy review panel assisting the minister
to review legislation governing the sector. It participates in a number of industry
workshops and policy-formulation processes, and regularly engages with
suppliers and business partners to develop shared best practices.
To build and continuously MultiChoice informs shareholders of developments through its integrated
Shareholders improve corporate governance annual report, publishing provisional and interim reports in local newspapers
and investors processes to build on the trust and online, holding annual general meetings where shareholders can ask
placed in the group. questions, and through up-to-date websites (www.multichoice.co.za and
To keep stakeholders informed www.phuthumanathi.co.za ).
of our performance from a
strategic, financial and social
development perspective.
To ensure that we value and In South Africa we participate in regulatory processes initiated by Icasa to
uphold the rights of our develop an environment conducive to the growth of the ICT sector. We also
consumers. engage with opinion leaders and regulators to assist with policy development.
Regulators To ensure that we continue The group is subject to regulation by the Broadcasting Complaints Commission
todeliver quality services to of South Africa (BCCSA). We work closely with the BCCSA to ensure
customers. compliance as South Africa moves from an analogue to a digital environment.
To facilitate socio-economic Inthe rest of Africa, MultiChoice holds licences in a number of the countries
growth, skills development and inwhich it operates, and promotes open relationships with its regulators in
employment. these markets.
To ensure compliance with
licences held and industry
regulations.
To understand and respond to The video-entertainment group uses a number of platforms (from print to
Employees staff needs and concerns. electronic and face-to-face engagements) to interact with employees and keep
To provide strategic direction them informed. In South Africa the group also has a workplace forum to
and clarity on how staff represent employees interests and interacts with the company. The group
contributes to the bigger picture. communicates with local communities through its corporate citizenship activities.
To allow for two-way
communication to enable our
employees to share ideas.
16
Naspers Limited integrated annual report 2017
Media24
Stakeholders Key issues Response
To gain a better understanding Media24s divisions are active on social media platforms. Editorial teams
of our customers, their use Facebook and Twitter to engage with audiences on topical issues,
aspirations and needs. share and promote content from their latest digital and print offerings,
To deliver relevant and useful and test new ideas. Business units conduct client satisfaction surveys
Customers products and services to our with advertising agencies, readers and digital audiences through various
customers. channels, including customer service call centres and surveys to
To improve our products and determine NPS ratings.
test ideas.
To promote our products, build
our brands and encourage
loyalty.
To ensure that we maintain high
service levels.
To keep shareholders informed Media24 keeps shareholders informed of developments by posting its
Shareholders of company developments and integrated annual report, publishing provisional and interim reports in
strategy implementation. local newspapers and online, holding annual general meetings where
To build on Media24s profile as shareholders can ask questions, and through up-to-date websites
a responsible corporate citizen. (www.media24.com and www.welkomyizani.co.za ).
To retain and build on the trust
placed in the company.
To build our strategic business Media24 is an active member of local and international industry bodies.
partnerships. In South Africa these include: the Publishers Support Services (PSS),
Industry To partner with business aswell as engaging with organisations such as the Audit Bureau of
associations to promote Circulations of South Africa (ABC), Print Research Council (PRC), South
common issues affecting African National Editors Forum (Sanef), South African Publishers
theindustry. Association (Pasa), Media Development and Diversity Agency (MDDA),
To learn from best practice Association of Independent Publishers (AIP) and Advertising Standards
andshare information that Authority (ASA). Novus Holdings is a member of the Print Industries
willbenefit the industry. Federation of Southern Africa (Pifsa) and attends international industry
events to remain abreast of developments.
Regulators To influence policy decisions Print media is regulated by the press code and the ASA. Media24
forthe benefit and long-term abides by the codes and rulings of these regulatory bodies.
viability of the industry.
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Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Integrated thinking
Balancing profit, people and our planet
Naspers runs platforms that package content to create communities. We connect
people by distributing media products and conducting ecommerce. Our products and
services play a developmental role in societies where we operate by employing people,
improving quality of life and stimulating the economy.
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Naspers Limited integrated annual report 2017
Value-added statement
for the year ended 31 March
Value added is defined as the value created by the activities of a business and its
employees and is calculated as revenue less the cost of generating that revenue.
The value-added statement reports on the calculation of the value added and its
application across stakeholder groupings. This statement shows the total wealth
created and how it was distributed, taking into account the amounts retained
andreinvested in the group.
31 March 31 March
2017 2016 %
US$m US$m change
Revenue 5 930 3
12%
6 098 of total earnings
Cost of generating revenue 4 219 3 975 6 distributed to investors
Value added 1 879 1 955 (4) and finance providers, who fund
our growth, through dividends and
Income from investments 1 899 1 329 43 interest payments.
Wealth created 3 778 3 284 15
Wealth distribution:
Employees
30% of wealth created
goes to some 25 000
employees. These jobs contribute
Salaries, wages and benefits 1 149 1 015 13 materially to countries where we
Providers of capital 441 432 2 operate. The jobswe create also
stimulate economic activity.
Finance cost 278 292 (5)
Dividends paid 163 140 16
Governments
Total tax paid 825 813 1
Reinvested in the group
Depreciation and amortisation
1 363
339
1 024
278
33
22
22% of wealth created
paid in taxes and
skills development levies to local
Other capital items (1 734) (115) (1 408) governments is nearly five times
Retained earnings 2 758 861 220 what shareholders are paid in
dividends.
Wealth distributed 3 778 3 284 15
22% 25%
Wealth distribution
36% 31%
4% Tax paid to governments
2017 2017
Shareholders dividends 4%
8% Other providers of capital
Employees 9%
Reinvested in the group
30% 31%
19
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
2017 at a glance
29% 8%
(1)
Revenue economic (1) Development spend compression
interest (US$m) economic interest (US$m) technology.
29%
Revenue (19% economic interest)
US$14 562m 8%
Development spend (13% economic interest)
US$1 084m Ecommerce: ability
to build strong global
or regional leaders.
37% 36%
Trading profit economic
(1) Core EPS (US cents)
interest (US$m)
37%
Trading profit (22% economic interest)
US$2 746m Core EPS*
Free cash outflow:
US$125m
2 746m 406
2 246m
298 Dividend per share:
580 SA cents
20
Naspers Limited integrated annual report 2017
Natural
MultiChoice City in South Africa is Green Star-rated
by the Green Building Council of South Africa.
18%
of people globally use products and services of Media24
is South Africas
companies that Naspers has built, acquired or
invested in. leading publisher,
withover
75m users make use of OLX groups mobile apps 40 magazines and
monthly on average. 80 newspapers
More than 1.3bn online users across more than reaching more than
50markets. 13m in monthly unique
browsers and across its
Nearly 12m subscribing households across South
social media platforms.
Africa and over 50 countries in sub-Saharan Africa.
9 000
22%
of total wealth
we create, supports
people received local governments.
training 36% of Corporate citizenship initiatives across
our25000-strong the group benefit more than 600000 people.
workforce.
21
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Global presence
Operating in over 120 countries and markets with long-
term growth potential, Naspers builds leading companies
that empower people and enrich communities.
go-mmt: 2.3m standalone hotel DStv Explora customers L aunched first sub-Saharan
transactions quarterly downloading 1m titles per month African edition of Huffington Post,
eMAG 76 000 packages delivered DStv Now users generate 4m HuffPost SouthAfrica
monthly play events per month E xpanded mobile digital media
OLX group: 60m monthly listings
product offering
22
Naspers Limited integrated annual report 2017
Naspers is a truly international company
4
20
Revenue* by segment
80%
of our revenue is now generated
23
(%)
Ecommerce
Listed investments
outside South Africa, on an economic- Video entertainment
interest basis. Media and other
53
4
6
73%
of our revenue comes from our
7
Revenue* split
ecommerce (%)
Etail
15
internet and ecommerce activities, 57 Marketplace
on an economic-interest basis. Classifieds
11 Other
Payments
Travel
Note
*Measured on an economic-interest basis.
23
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Business model
)
Creating value for all stakeholders IV ITIES
C T
G A
D IN
INPUTS (OUR CAPITALS) -AD
E
U
OUR PURPOSE
AL
RV
We build leading companies that
Financial empower people and enrich
OU
Providers of capital communities.
Investments T(
PUT
WHAT WE DO
OU
Human
At heart, were entrepreneurs.
Employees
WePUSHFOR PERFORMANCE
in everything we do. We back local teams
andlearn from each other. Were nimble
and seize opportunities. We do the
Social and relationship rightthing.
Stakeholders: engagement,
issues and feedback FOCUS the portfolio around core
leadership positions.
Natural CUSTOMERS
Green buildings Address real needs through
interaction and research.
Energy-saving initiatives Measure: satisfaction.
MINIMISE IMPACT
Internet segment: stimulate buying and
selling used or recycled goods in a paperless
environment.
Reuse, recycle: 40% of paper waste at
Novusdelivered to Correll in bales
forreuse.
Responsible sourcing.
24
Naspers Limited integrated annual report 2017
OUTCOMES FINANCIAL IMPACT
(FOR OUR STAKEHOLDERS)
US$2 746m US$1 084m
trading profit development
spend
406 US cents
EMPLOYEES core EPS
9 000 people benefit from
training US$17.4m
investment or 1.5%
oftotalpayroll.
VALUE DISTRIBUTED
We contributed over
SHAREHOLDERS
US$825m
(or as much as 22% of the total
ANDINVESTORS wealth we created) to local
Dividend per share: 580 SA cents. governments where we operate
Naspers share price has grown
hundredfoldsince listing in 1994.
We offer some
25 000
people across the globe
a meaningful and rewarding place
toput their talent to work
SUSTAINABILITY IMPACT
INDUSTRY
Leverage our global scale to Community initiatives Supporting
ensure industry development South Africa: Lets Play Schools sustainability
considers and benefits all Physical Education challenge: campaign
stakeholders. 650 schools and 601 000 A number of
learners competed. initiatives are
supporting our
eMAGs Aiming for the sustainability
Olympiad benefits 3 200 campaign.
children in Romania. MultiChoice
City, the groups
REGULATORS India: OLX connects with newest building
its communities through in Randburg, is
Engage with opinion formers and programmes such as voluntary our first building
regulators to assist in developing policy blood-donation camps, winter to be Green
that supports vibrant industries and clothing donation and a school Star-rated.
benefits stakeholders. bag drive for underprivileged
children.
25
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
For a detailed review of Nasperss material issues and how we manage these, refer to www.naspers.com.
26
Naspers Limited integrated annual report 2017
Our operating environment
As a global group, Naspers is exposed to global
factors. While this raises a spectrum of risks,
equally it presents significant opportunities.
27
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Global growth in 2016, projected to remain regulators attempt to keep up with changes The time for innovations to reach most of
modest at some 3%, was the weakest since caused by innovation and disruption.The the population in developed countries is
the 2008 and 2009 economic crisis. outcome of US elections, the vote for getting shorter, penetration curves steeper
Economic activity is projected to pick Brexitand a series of elections in Europe and there are many more innovations in
upin2017 and 2018 to 3.4% and 3.6% complicate analysis and add uncertainty. any given period.
respectively, driven almost entirely by
emerging-market and development Regulations and regulatory change potentially The impact of technology on society as a
economies. This reflects the increasing have the largest impact on our African whole has been mostly positive. Research
weight in the world economy of large video-entertainment businesses, but we shows that the use of technology has
emerging-market economies, such as China expect increased regulation to affect our boosted incomes by 30%to50%, across
and India, which are growing well above the other businesses as well. countries and income groups, especially
world average.The pace of economic activity ingrowth markets. China and India, in
in advanced economies is projected to Technology trends particular, have reaped significant returns
remain subdued in line with their diminished Technology is an essential part of our in recent years, catapulting them into the
potential as populations age. livestoday, providing more freedom and rankings of the largest global economies.
choices. The pace of developing and
Across the world, regulatory activity adopting new technology is accelerating.
continues to increase as governments and
Projected real GDP (US$ trillion) 1970 Projected real GDP (US$ trillion) 2030
4.8 23.9
18.8
Japan
Germany
France
UK
Italy
Russia
Canada
China
India
Japan
Spain
Brazil
US
Germany
UK
France
Brazil
Canada
Through technology, customer It is evident that the new mobile platform software code, application program
experiences have become increasingly will be the basis for transforming many interfaces (APIs), scalable cloud-computing
important. Companies now have to products, services and industries. Most infrastructure, and more), it has never
consider how products and services industries are still in the early stages of been easier to launch a business quickly.
enhance lifestyles and workflows. It is clear disruption (particularly in our markets)
that mobile is the future of the internet. and increasingly new industries
Just a decade ago no one had a (egagriculture/food, health, education and
smartphone now there are 2.5bn finance) are now being targeted. With an
smartphone users globally. With mobile accelerating mobile distribution platform
use steadily overtaking PC use, the world into global consumer markets, exploding
is heading towards the 5bn smartphone- data availability and the presence of
user mark. modular building blocks (open-source
28
Naspers Limited integrated annual report 2017
Online penetration (%, 2016)
140
120
12 224
100
80
2 561
80 70
90 70 60
60
80
70 60
40 60 60
50 30
50 45 40 35
20 40 35 30
30 35 25
20 20 15 10 10 5
15 15 15 10 15
5 5 5 5 10 5 5 5 1 5 2 5 1
0
Classifieds jobs
Messaging
Ticketing
Classifieds horizontal
Digital banking
Classifieds vertical
Payments
Media news
Transport taxi
Video
Food delivery
Coupons
Last-mile delivery
Travel accomodation
On-demand services
Transport bus
B2C vertical
Remittances
Consumer lending
B2C general
Edutech
Developed markets average Emerging markets average
Note
Typically emerging markets at lower end of the range, with the exception of ticketing (eg movies), Classifieds Vertical (eg cars), Healthtech and Media Video.
Source: Businesswire, Chicago Tribune, eMarketer, Internetretailer, McK., BCG, Netscribes, Millennial, CSFs EdTech, Holland Fintech, yourstory, A.T. Kearney, BI, Euromonitor, CBI, Telegraph,
Reuters, globalwebindex, Nielsen, Deloitte, Redshift, eyefortravel, IJBM, Certify, rideshareapps. Inc42, ETOA, PEW, BBC, Technode, iResearch, ANI.
We aim to maintain a high-growth The next wave of technological that people would never be able to. It
profile by honing in on opportunities innovations, specifically machine isthe new battlefield with data as the
presented by (1) technology disruption learning (ML) and artificial intelligence new oil. AI is quickly developing into a
in various industries in combination (AI), is upon us. AI introduces the ability critical enabling technology that will run
with (2) the economic catch-up effect to perform complex tasks that only like a thread through most
in high-growth markets. people could once do, but at a scale developments.
29
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
While our
Overview Group performance
international internet Naspers continues to generate long-term Naspers delivered a solid performance
ventures scaled pretty value for shareholders and other inthe review period, despite economic
stakeholders alike. Around the world, our volatility in several of our operating
well, our African stakeholders benefit from our regions. Our focus in recent years on
video-entertainment contributions to local economies, mitigating risk by diversifying
business bore the responsible citizenship initiatives and geographically and by segment is paying
shareholdings in Naspers or its off, for example: over 80% of our
brunt of falling subsidiaries. For example, through revenueisnow sourced internationally,
currencies. theeMAG Foundation and Lets Play onan economic-interest basis. We have
projects alone, we reach in excess of alsoexpanded our revenue base, with
600000 young people in Europe and 73% ofgroup revenues attributable
South Africa. tointernet operations.
Koos Bekker
Chair
30
Naspers Limited integrated annual report 2017
Our teams have made
meaningful progress
in building the global
customer propositions
of the future.
Core headline earnings, which we Internet (includes our ecommerce households at year-end, compared to
consider a reliable indicator of activities and listed internet growth of only 185 000 in the prior
sustainable earnings, grew 41% to investments): Strong growth from year. Our focus remains on expanding
US$1.75bn. Consolidated development Tencent and our ecommerce businesses the subscriber base, reducing costs by
spend was up22% to US$861m. produced revenues of US$10.6bn, up monitoring content performance as
29% (41%) year on year. Trading profit well as rightsizing the business and its
Taking a ten-year view, we have grown was 52% (65%) higher at US$2.5bn. operational activities.
segment revenues at a compound Notably, Naspers now has one of the
annual rate of around 19%, and trading largest mobile audiences in the world Media: Sectoral and macroeconomic
profits at 17%. Since listing in 1994, our and over 20 profitable businesses in headwinds continued to depress
market capitalisation has grown from ourecommerce segment. Media24s topline growth, with revenues
US$622m (R2.3bn) to US$74.4bn down 3% (1%) to US$588m, while
(R1.0 trillion) at year-end. Video entertainment: Revenues of trading profit dropped 34% (34%)to
US$3.4bn were down marginally year US$19m. New digital and ecommerce
We summarise segmental performance on year, despite the protracted initiatives delivered satisfactory topline
to give readers an understanding of the weakness of currencies in our main growth of 14%(16%).
components of our group, with detailed markets. A value strategy saw the total
operational reviews from page 63: customer base rise by 1.5m to 11.9m
31
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Areas of growth India and will allow it to increase its onaccelerating the growth of letgo
In line with our focus on capital allocation vertical market leadership in the airline (classifieds), video entertainment and our
and returns, we disposed ofAllegro and and telecoms industries. More recently, online travel business in India.
Ceneo (marketplaces), Netretail (online westrengthened our online food-delivery
retail and ecommerce) and Heureka portfolio by investing in Delivery Hero, Through Naspers Ventures, we are looking
(online comparison shopping). We also the largest online food-delivery company for the groups next phase of growth.
merged our Indian online travel business, (by orders) globally. Weinvested US$130m during the year
ibibo, with MakeMyTrip, retaining a 40% intechnology segments that meet our
(fully diluted)interest in the merged Our consolidated development spend criteria, including education (Codecademy,
business. The acquisition and integration of wasUS$861m, up 22% (13%) on the Brainly and Udemy) and agriculture
Citrus Pay consolidated PayUs position in prior year. Almost half was focused (FarmLogs). These are detailed on
pages58 and 66.
32
Naspers Limited integrated annual report 2017
Increased focus on people Equally, performance dictates how Governance
andskills wereward our people and our aim As a multinational group, our risks
As technology drives changes in our isto balance cost, competitiveness differby jurisdiction (refer to risk
operating environment, we need to andincentive. management section, page 26). The
adapt in many ways. One is through the board conducts the groups business
strength of our balance sheet to fund At executive level, short-term incentives with integrity, applying appropriate
the required investment and the skills of are linked to financial and operational corporate governance policies.
our people for the innovation that will performance, including non-financial Independently managed subsidiaries
keep us ahead. indicators. To align executive interests apply suitable governance practices,
with those of our shareholders, including via their board committees.
We especially focus on attracting talent long-term incentives are based on share Adisciplined reporting structure to
especially in the fields of ecommerce, options and appreciation rights schemes theNaspers board apply, and the
technology and engineering and that reward value creation above and grouphas a legal compliance
creating a meaningful place to work. beyond present share values. Please programme, detailed in the full
During the year, 9 000 people benefited refer to the section on our people governance report . Strategies
from training at all levels, with some (page 73) and the remuneration report andbusiness plans for financial and
1.5% of total payroll committed to (page 93) for more details. non-financial elements of operations
training and development. are regularly reviewed.
33
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Board changes On 21 April 2017, after year-end, Members of the audit committee are
Guijin Liu and Hendrik du Toit were EmilieChoi was appointed an DonEriksson, Ben van der Ross and
appointed independent non-executive independent non-executive director. Rachel Jafta. The board recommends
directors in the prior reporting period. Emilieis an experienced consumer shareholders reappoint them as audit
Both have made useful contributions internet, media, and mergers and committee members.
toourboard deliberations during their acquisitions executive. Her curriculum
firstyear. vitaeis onpage 37. In compliance with the Companies Act,
shareholders will be asked to consider
In terms of our memorandum of these proposals at the annual general
incorporation, one third of non-executive meeting. Directors curricula vitae are
directors retire annually and available on the corporate website .
reappointment is not automatic.
KoosBekker, Rachel Jafta, Steve Pacak, Our board members provided valuable
Fred Phaswana and Ben van der Ross guidance and scrutiny during the year.
retire by rotation at the annual general Weappreciate the leadership of our top
meeting and, being eligible, offer executives under Bob van Dijk and the
themselves for re-election. At the annual contributions of our many dedicated
general meeting, shareholders will be people worldwide. Also the support
asked to confirm Emilies appointment ofour valued partners, suppliers and
andto consider the re-election of these government bodies in numerous
directors (see notice on page 114). countries.
34
Naspers Limited integrated annual report 2017
Managing sustainability Dividend businesses while investing in ventures
Naspers invests in creating useful The board recommends that the annual with the potential to fuel the next wave
products and services for customers gross dividend be increased by 12% to of growth.
that, in time, will generate a sustainable 580 SA cents (previously 520 SA cents)
return to investors and benefit our per listed N ordinary share, and We will further scale our ecommerce
stakeholders. We are equally mindful 116SAcents (previously 104 SA cents) businesses to drive profitability and cash
ofour obligations as a responsible per unlisted A ordinary share. generation. The focus for our more
corporate citizen to respect the natural mature sectors media and video
environment and limit our impact as Outlook entertainment will be on managing
much as possible. Naspers faces fiercer competition macroeconomic and sectoral
frommassive US technology operators headwinds through ongoing cost
In addition to a structured approach to as we grow our internet and video- containment so as to ensure sustained
our sustainability strategy, detailed on entertainment businesses. profitability.
page 72, our governance model and
ethical principles are communicated Foreign exchange movements have
throughout the group. hurtthe video-entertainment segment
as customers around Africa pay
In our social interactions, we focus subscriptions in local currencies, while
onchallenges such as education, skills many costs are charged in US dollars.
development and environmental Slowing economic growth in South
sustainability. Our aim is to improve the Africa and tougher international
living conditions of our employees, their competition all will play a part in the Koos Bekker Bob van Dijk
families and the communities in which groups financial performance. Naspers Chair Chief executive
we operate, ultimately balancing profit, will respond through continued
people and our planet. innovation and transforming existing 23 June 2017
35
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
Our board
Executive Non-executive Independent non-executive
Koos Bekker
Chair
Koos (64) led the founding team of
the M-Net/MultiChoice pay-television
Bob van Dijk business in 1985.
Fred Phaswana
Chief executive E H N
Lead director
Bob (44) was appointed Fred (73) is the retired
chief executive in chair of the Standard
April2014, bringing Bank Group.
extensive ecommerce
E H N
expertise to the group.
E R S
For detailed
biographies
of the board go to
www.naspers.com
36
Naspers Limited integrated annual report 2017
TO BE
COPY LIED
SUP P
Page header
The group uses independent external advisers to monitor regulatory
developments, locally and internationally, to enable management
to make recommendations to the Naspers board on matters of
corporate governance.
Cobus Stofberg
Cobus (66) was a
Craig Enenstein founder member of
Craig (48) is CEO of M-Net in 1986, and chief
Corridor Capital, executive of the
an operationally MIH group from
intensive private 1997 to 2011.
equity firm. H N
(alternate)
Guijin Liu
Guijin (71) graduated
Roberto from Beijing
University of Foreign
Oliveira de Lima Studies in 1971. He
Roberto (66) from is experienced in
Brazil is a board international affairs
member of Telefnica Nolo Letele between China and the
Brasil. Nolo (67) joined M-Net in 1990 and
developing world.
pioneered MultiChoices expansion
outside South Africa.
S
Note
(1)
Appointed 21 April 2017.
37
Naspers Limited integrated annual report 2017
THE NASPERS GROUP
38
Naspers Limited integrated annual report 2017
Review of our
performance
39
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
Financial review
On the back of Tencents and IFRS operating losses were higher at Monday 18 September 2017. The last date
ecommerces contributions, group US$360m, mainly due to the effects of to trade cum dividend will be on Tuesday
revenue, measured on an economic- currency weakness and higher content 12September 2017 (shares therefore to
interest basis, grew 19% to US$14.6bn costs in the video-entertainment segment. trade ex dividend from Wednesday
(or29% measured in local currency and 13September 2017). Share certificates
adjusted for acquisitions and disposals). The groups share of equity-accounted may not be dematerialised or
Consolidated revenue (thus excluding results increased 42% year on year to rematerialised between Wednesday
equity-accounted companies) increased US$1.8bn. This includes once-off gains 13September 2017 and Friday
3% (13%), mainly due to strong ofUS$381m and impairment losses of 15September 2017, both dates inclusive.
performances by the ecommerce US$268m recognised by associates and The dividend will be declared from
businesses that grew 11% (32%). joint ventures. The contribution to core income reserves. It will be subject to the
Significant disposals during the year, headline earnings by associates and joint dividend tax rate of 20% (previously 15%),
notably the Allegro business in Poland and ventures was up 50% to US$2.4bn after yielding a net dividend of 464 SA cents
Czech ecommerce units Netretail and adjusting for these non-recurring items. per listed N ordinary share and 93 SA
Heureka, reduced revenues. In addition, cents per unlisted Aordinary share to
the merger of the online travel business, Net interest expense on borrowings was those shareholders not exempt from
ibibo, with MakeMyTrip in January 2017 down 17% to US$142m, due to lower paying dividend tax. Such dividend tax will
resulted in the groups travel investment utilisation of credit facilities and, to a lesser amount to 116 SA cents per listed
no longer being consolidated. From the extent, cash retained from the US$3.2bn Nordinary share and 23SA cents
2018 financial year, the group will equity Allegro disposal. Consequently, the group perunlisted A ordinary share. The issued
account for its share of the results of had a net cash balance of US$1.1bn at ordinary share capital as at 23June 2017
MakeMyTrip, given its 40% shareholding year-end. was 438 265 253 N ordinary shares and
inthe merged business. 907 128 A ordinaryshares. The companys
The combination of higher development income tax reference number is
Consolidated development spend was spend and lower profit contribution from 9550138714.
up22% (13%) to US$861m as letgo, the video-entertainment business resulted
Showmax and the travel business in consolidated free cash outflow of Significant acquisitions
accelerated their growth. The total US$125m. These effects were partially Details of significant acquisitions appear
aggregate development spend on these offset by higher dividend income from inthe summarised consolidated annual
businesses was US$427m. Excluding Tencent and improved working capital. financial statements under Business
thestepped-up investment in these combinations, other acquisitions and
businesses, development spend decreased Dividend disposals (page 57).
by 16% as several ecommerce businesses, The board recommends that the annual
including classifieds and the B2C gross dividend be increased by 12% to Summarised consolidated annual
operations, improved profitability. 580 SA cents (previously 520 SA cents)
per listed N ordinary share, and 116 SA
financial statements
The summarised consolidated annual
Group trading profit, measured on an cents (previously 104SA cents) per
financial statements appear on pages 42
economic-interest basis, rose 22% (37%) unlisted A ordinary share. If confirmed by
to 62 of this report. The complete
to US$2.7bn. This was driven by strong shareholders at the annual general
consolidated annual financial statements
growth from Tencent as well as meeting on Friday 25 August 2017,
for the year ended 31 March 2017 are
contracting trading losses in the B2C dividends will be payable to shareholders
onour website, www.naspers.com.
business, offset by higher development recorded in the books on Friday
spend and an operating loss from the 15September 2017. It will be paid on
sub-Saharan African video-entertainment
business.
40
Naspers Limited integrated annual report 2017
Five-year review
2017 2016 2015 2014 2013(2)
US$m US$m US$m US$m US$m
41
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
Contents
Statement of responsibility by the board of directors 43
Independent auditors report on the summarised consolidated financial statements 44
Basis of presentation and accounting policies 45
Segmental review 46
Reconciliation of trading (loss)/profit to operating loss 46
Summarised consolidated income statement 47
Summarised consolidated statement of comprehensive income 48
Summarised consolidated statement of changes in equity 49
Summarised consolidated statement of financial position 50
Summarised consolidated statement of cash flows 51
Headline and core headline earnings 52
Supplementary information 53
Disposal groups classified as held for sale 56
Business combinations, other acquisitions and disposals 57
Financial instruments 58
Related party transactions and balances 60
Events after the reporting period 60
Pro forma financial information 60
42
Naspers Limited integrated annual report 2017
Review of our performance
againstoursix types of capital (continued)
Statement of responsibility by the board of directors
for the year ended 31 March 2017
The summarised consolidated annual financial statements of the group are the responsibility of the directors of Naspers Limited.
In discharging this responsibility they rely on the management of the group to prepare the consolidated annual financial
statements, separately available on www.naspers.com , in accordance with International Financial Reporting Standards (IFRS)
and the Companies Act No 71 of 2008. The summarised consolidated annual financial statements include amounts based on
judgements and estimates made by management. The information given is comprehensive and presented in a responsible manner.
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 financial results was supervised by the financial
director, Basil Sgourdos CA(SA).
The independent auditing firm PricewaterhouseCoopers Inc., which was given unrestricted access to all financial records and
related data, including minutes of all meetings of shareholders, the board of directors and committees of the board, has audited
the consolidated annual financial statements from which the summarised consolidated annual financial statements were derived.
The directors believe that representations made to the independent auditor during their audit were valid and appropriate.
PricewaterhouseCoopers Inc.s audit report is presented on page 44.
The summarised consolidated annual financial statements were approved by the board of directors on 23 June 2017 and
aresigned on its behalf by:
23 June 2017
43
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
Opinion
The summary consolidated financial statements of Naspers Limited set out on pages 45 to 60 of the integrated annual report, which
comprise the summary consolidated statement of financial position as at 31 March 2017, the summary consolidated income statement,
and 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 2017.
In our opinion, the accompanying summary consolidated financial statements are consistent, in all material respects, with the audited
consolidated financial statements, in accordance with the JSE Limiteds (JSE) Listings Requirements for summary financial statements, as
setout in Basis of preparation and accounting policies to the summary consolidated financial statements, and the requirements of the
Companies Act of South Africa as applicable to summary financial statements.
Auditors responsibility
Our responsibility is to express an opinion on whether the summary 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: Brendan Deegan
Registered auditor
Cape Town
23 June 2017
44
Naspers Limited integrated annual report 2017
Review of our performance
againstoursix types of capital (continued)
Basis of presentation and accounting policies
for the year ended 31 March 2017
The summarised consolidated financial results for the year ended 31 March 2017 are prepared in accordance with the JSE
Limited (JSE) Listings Requirements (the Listings Requirements) relevant to summarised financial statements and the provisions
of the Companies Act No 71 of 2008. The Listings Requirements require summary financial statements to be prepared in
accordance with the framework concepts, the measurement and recognition requirements of International Financial Reporting
Standards (IFRS), the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, and Financial
Pronouncements as issued by the Financial Reporting Standards Council, and to also, as a minimum, contain the information
required by IAS 34 Interim Financial Reporting. The summarised consolidated financial results 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 applied in the preparation of the consolidated annual financial statements from
which the summarised consolidated financial results were derived, are consistent with those applied in the previous consolidated
annual financial statements.
The group has adopted all new and amended accounting pronouncements issued by the IASB that are effective for financial
years commencing 1 April 2016. None of the new or amended accounting pronouncements that are effective for the financial
year commencing 1 April 2016 had a material impact on the group.
The groups reportable segments reflect the components of the group, which are regularly reviewed by the chief executive
officer and other senior executives who make strategic decisions. The group proportionately consolidates its share of the results
of its associates and joint ventures in its reportable segments.
Trading profit excludes amortisation of intangible assets (other than software), equity-settled share-based payment expenses
relating to transactions to be settled through the issuance of treasury shares, retention option expenses and other gains/losses,
but includes the finance cost on transponder leases.
Core headline earnings exclude once-off and non-operating items. We believe it is a useful measure of the groups sustainable
operating performance. However, this is not a defined term under IFRS and may not be comparable with similarly titled
measures reported by other companies.
45
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
2017 2016
US$m US$m
46
Naspers Limited integrated annual report 2017
Review of our performance
againstoursix types of capital (continued)
Summarised consolidated income statement
for the year ended 31 March
2017 2016 %
US$m US$m change
47
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
2017 2016
US$m US$m
48
Naspers Limited integrated annual report 2017
Review of our performance
againstoursix types of capital (continued)
Summarised consolidated statement of changes in equity
for the year ended 31 March
2017 2016
US$m US$m
49
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
2017 2016
US$m US$m
ASSETS
Non-current assets 16 291 13 486
Property, plant and equipment 1 638 1 443
Goodwill 2 442 2 818
Other intangible assets 1 104 1 190
Investments in associates 10 784 7 625
Investments in joint ventures 79 218
Other investments and loans 82 57
Other receivables 32 20
Derivative financial instruments 2
Deferred taxation 128 115
Current assets 5 639 3 237
Inventory 154 194
Programme and film rights 193 160
Trade receivables 420 393
Other receivables and loans 456 491
Derivative financial instruments 6 59
Cash and cash equivalents 4 007 1 714
5 236 3 011
Assets classified as held for sale 403 226
Total assets 21 930 16 723
EQUITY AND LIABILITIES
Share capital and reserves 14 958 10 254
Share capital and premium 4 944 4 965
Other reserves 518 (821)
Retained earnings 9 496 6 110
Non-controlling shareholders interest 403 400
Total equity 15 361 10 654
Non-current liabilities 3 641 4 023
Capitalised finance leases 1 142 771
Liabilities interest-bearing 2 198 2 922
non-interest-bearing 9 8
Other non-current liabilities 3
Post-employment medical liability 14 13
Derivative financial instruments 13 20
Deferred taxation 265 286
Current liabilities 2 928 2 046
Current portion of long-term debt 915 227
Trade payables 487 437
Accrued expenses and other current liabilities 1 333 1 253
Derivative financial instruments 119 31
Bank overdrafts and call loans 4 1
2 858 1 949
Liabilities classified as held for sale 70 97
Total equity and liabilities 21 930 16 723
Net asset value per N ordinary share (US cents) 3 466 2 379
50
Naspers Limited integrated annual report 2017
Review of our performance
againstoursix types of capital (continued)
Summarised consolidated statement of cash flows
for the year ended 31 March
2017 2016
US$m US$m
51
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
31 March
2017 2016
US$m US$m
52
Naspers Limited integrated annual report 2017
Review of our performance
againstoursix types of capital (continued)
Supplementary information
INTEREST (PAID)/RECEIVED
31 March
2017 2016
US$m US$m
Interest received 70 40
loans and bank accounts 56 37
other 14 3
Interest paid (278) (292)
loans and overdrafts (198) (207)
transponder leases (46) (33)
other (34) (52)
Other finance (cost)/income net (259) (100)
net foreign exchange differences and fair-value adjustments on derivatives (259) (102)
preference dividends received 2
EQUITY-ACCOUNTED RESULTS
The groups equity-accounted investments contributed to the summarised consolidated financial results as follows:
31 March
2017 2016
US$m US$m
The group applies an appropriate lag period in reporting the results of equity-accounted investments where the year-ends of
investees are not coterminous with that of Naspers Limited.
53
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
2017 2016
US$m US$m
54
Naspers Limited integrated annual report 2017
Review of our performance
againstoursix types of capital (continued)
Supplementary information (continued)
GOODWILL
Goodwill is subject to an annual impairment assessment. Movements in the groups goodwill for the year are detailed below:
31 March
2017 2016
US$m US$m
Goodwill
cost 3 175 2 170
accumulated impairment (357) (279)
Opening balance 2 818 1 891
foreign currency translation effects 210 (26)
acquisitions of subsidiaries and businesses 244 1 260
disposals of subsidiaries and businesses (786) (7)
transferred to assets classified as held for sale (37) (155)
impairment (5) (145)
remeasurement to fair value less costs of disposal (2)
Closing balance 2 442 2 818
cost 2 790 3 175
accumulated impairment (348) (357)
2017 2016
US$m US$m
55
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
2017 2016
US$m US$m
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
ofpossible withholding and other tax exposures, including interest and potential penalties, amounts to approximately US$256.7m
(2016:US$216.8m). No provision has been made as at 31 March 2017 and 2016 for these possible exposures.
In March 2017 the group signed an agreement to dispose of its joint venture Souq Group Limited (Souq) and accordingly classified the
investment as held for sale. Souq forms part of the ecommerce segment. Refer to page 60 (subsequent events) regarding the conclusion
of the groups disposal of Souq after year-end.
The assets and liabilities of various other smaller units were also classified as held for sale during the year. The disposal of these units
issubject to regulatory and other approvals.
The group concluded the disposals of its subsidiaries, Heureka and Netretail, following regulatory approval during May and July 2016
respectively. These businesses were classified as held for sale as at 31 March 2016. The group also concluded the disposal of its subsidiary
INET BFA in November 2016. This business was classified as held for sale as at 30 September 2016. Refer to page 57 (business
combinations, other acquisitions and disposals) for further details.
56
Naspers Limited integrated annual report 2017
Review of our performance
againstoursix types of capital (continued)
Supplementary information (continued)
The carrying values of the assets and liabilities of all disposal groups classified as held for sale as at 31 March 2017 are detailed
below:
31 March
2017 2016
US$m US$m
The group recognised a loss of US$1.6m (2016: US$87.7m) as part of Other (losses)/gains net in the income statement on
remeasuring the net assets of businesses classified as held for sale to their fair value less costs of disposal during the year. The fair
value of the businesses was determined based on third-party sales prices. This represents a level 3 fair-value measurement.
As part of its strategy to consolidate the growing US online classifieds market, the US operations of Wallapop S.L. (Wallapop)
were absorbed into the groups letgo business during July 2016. As consideration for the contribution of Wallapops business
andcash of US$45m, Wallapop was issued with a 45% interest in a newly formed entity in the US, with the group holding the
remaining 55% interest. The transaction was accounted for as a business combination. The total deemed purchase consideration
amounted to US$126m, representing the fair value of the equity interest issued to Wallapop. Given the early-stage nature of the
business model, the transaction gave rise to the recognition of goodwill of US$126m. A non-controlling interest of US$45m was
recognised following the business combination.
The main factor contributing to the goodwill recognised in these acquisitions is the acquirees market presence. The goodwill that
arose is not expected to be deductible for income tax purposes. Total acquisition-related costs of US$2m were recorded in
Gains on acquisitions and disposals in the income statement regarding the above acquisitions.
57
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
Since the acquisition dates of the above transactions, revenue of US$8m and net losses of US$182m have been included in the income
statement relating to the acquired businesses. Had the revenue and net results of the acquired businesses been included from
1 April 2016, group revenue and net profit would have amounted to US$6.11bn and US$2.80bn respectively.
The following relates to significant disposals by the group during the reporting period:
In May 2016 the group disposed of its Czech online comparison-shopping platform Heureka for a cash consideration of US$67m,
following the receipt of regulatory approval. A gain on disposal of US$61m was recognised in Gains on acquisitions and disposals
inthe income statement following the transaction.
During July 2016 the group disposed of its Czech online retail and ecommerce platform Netretail for a cash consideration of
US$102m. A loss on disposal of US$28m has been recognised in Gains on acquisitions and disposals in the income statement.
During January 2017, following the receipt of regulatory approval, the group concluded the disposal of Allegro.pl and Ceneo.pl,
theleading online marketplace and price comparison businesses in Poland for net proceeds of US$3.21bn. A gain on disposal of
US$1.94bn was recognised in Gains on acquisitions and disposals in the income statement following the transaction.
Investments acquired and funding rounds participated in were funded through the utilisation of existing credit facilities and proceeds
received from disposals during the reporting period.
Financial instruments
The fair values of the groups financial instruments that are measured at fair value at each reporting period are categorised as follows:
Fair-value measurements at 31 March 2017 using:
Quoted prices
in active
markets for Significant
identical other Significant
assets observable unobservable
or liabilities inputs inputs
(level 1) (level 2) (level 3)
US$m US$m US$m
Assets
Available-for-sale investments 11 2
Forward exchange contracts 2
Currency devaluation features 6
Liabilities
Forward exchange contracts 106
Shareholders liabilities 18
Earn-out obligations 24
Interest rate swaps 8
58
Naspers Limited integrated annual report 2017
Review of our performance
againstoursix types of capital (continued)
Supplementary information (continued)
Assets
Available-for-sale investments 12
Forward exchange contracts 48
Currency devaluation features 11
Liabilities
Forward exchange contracts 17
Shareholders liabilities 13
Earn-out obligations 22
Interest rate swaps 21
There have been no transfers between levels 1 or 2 during the reporting period, nor were there any significant changes to the
valuation techniques and inputs used in measuring fair value.
The fair values of the capitalised finance leases have been determined through discounted cash flow analysis. The fair values
ofthe publicly traded bonds have been determined with reference to the listed prices of the instruments as at the end of the
reporting period.
Currency devaluation features relate to clauses in content-acquisition agreements that provide the group with protection against
significant currency devaluations. The fair value of currency devaluation features is measured through the use of discounted cash
flow techniques.
The fair value of shareholders liabilities is determined using a discounted cash flow model. Business-specific adjusted discount
rates are applied to estimated future cash flows.
For earn-out obligations, current forecasts of the extent to which management believes performance criteria will be met,
discount rates reflecting the time value of money and contractually specified earnout payments are used. Changes in these
assumptions could affect the reported fair value of these financial instruments. The fair value of level 2 financial instruments is
determined with the use of exchange rates quoted in active markets and interest rate extracts from observable yield curves.
Financial liabilities
Capitalised finance leases(1) 1 211 1 199
Publicly traded bonds 2 900 3 041
Carrying Fair
value value
31 March 2016 US$m US$m
Financial liabilities
Capitalised finance leases 836 865
Publicly traded bonds 2 900 3 029
Note
(1)
Includes financial liabilities classified as held for sale.
59
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
The group invested US$71m for an additional interest in its associate Flipkart Limited (Flipkart) in April 2017. The additional interest was
acquired from existing shareholders of Flipkart. Following the investment, the group holds a 16.0% interest in Flipkart on a fully diluted
basis.
The group invested an additional US$132m in its associate MakeMyTrip Limited (MakeMyTrip) during May 2017, as part of an equity
funding round. Following the investment, the group holds a 40% interest in MakeMyTrip on a fully diluted basis.
In May 2017 the group invested 387m (approximately US$434m) for a 10% fully diluted interest in Delivery Hero Holding GmbH,
anonline food ordering and delivery marketplace business operating in over 40 countries globally.
During May 2017 the group committed to an investment of 110m (approximately US$120m) in Kreditech Holding SSL GmbH
(Kreditech), a provider of consumer lending and financial services. The investment is a combination of subscriptions for new shares and
purchases of shares from existing shareholders in an aggregate amount of 90m and convertible loans of 20m to be advanced in
future. The investment is part of the groups credit services strategy, which will continue to establish it as a leading fintech provider in
high-growth markets. Following the completion of the investment (excluding convertible loans), the group will hold a 37.6% interest
inKreditech.
The group concluded the disposal of its investment in Souq Group Limited in May 2017. The proceeds on the disposal amounted to
US$173m.
In June 2017 the group invested INR3.9bn (approximately US$60m) in Bundl Private Limited (Swiggy), the operator of a first-party
food-delivery marketplace in India. Following the investment, the group holds a 14.8% interest in Swiggy on a fully diluted basis.
Shareholders are advised that, due to the nature of the pro forma financial information and the fact that it has been extracted from the
groups management accounts, it may not fairly present the groups financial position, changes in equity, results of operations or cash
flows.
60
Naspers Limited integrated annual report 2017
Review of our performance
againstoursix types of capital (continued)
Supplementary information (continued)
The net adjustment made for all acquisitions and disposals that took place during the year ended 31 March 2017 amounted to
anegative adjustment of US$309m on revenue and a negative adjustment of US$45m on trading profit.
An assurance report issued in respect of the pro forma financial information, by the groups external auditor, is available at the
registered office of the company.
61
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
Revenue(1)
Internet 8 237 (457) 157 (502) 3 186 10 621 41 29
Ecommerce 2 647 (418) 151 (51) 600 2 929 27 11
Tencent 5 417 (28) (454) 2 571 7 506 48 39
Mail.ru 173 (11) 6 3 15 186 9 8
Video entertainment 3 413 (2) (245) 235 3 401 7
Media 608 (7) (8) (5) 588 (1) (3)
Corporate services 1 1 2 100 100
Intersegmental (35) (1) (14) (50)
Economic interest 12 224 (466) 157 (756) 3 403 14 562 29 19
Trading profit (1)
Development spend(5)
economic interest 961 51 (1) 73 1 084 8 13
consolidated 708 54 8 91 861 13 22
Consolidated revenue 5 930 (395) 138 (295) 720 6 098 13 3
Consolidated ecommerce
revenue 1 966 (389) 138 (41) 499 2 173 32 11
Classifieds revenue 217 (19) 114 (13) 127 426 64 96
Avito revenue 54 114 7 29 204 54 278
Payments revenue 140 8 (7) 45 186 32 33
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Internet
Operational
Our platforms offer customers fast, intuitive and
review secure environments to communicate, entertain
and shop. Our ecommerce services span general
Naspers has made a and vertical classifieds, B2C, specialised online
business decision not to
services such as travel and food delivery, and
disclose key performance
indicators as this is
payments platforms. Naspers Ventures invests
considered competitively indisruptive platforms those harnessing
sensitive information. innovation and technology to set new
Weaim to provide benchmarks in their sectors.
stakeholders with Results in our internet segment reflect continued good growth by Tencent
information that is critical andecommerce, with revenues of US$10.6bn, up 29% (41%) year on year.
Trading profit was 52% (65%) higher atUS$2.5bn.
to understanding the
sustainability of Nasperss Most importantly, we now have one ofthe largest mobile audiences in
performance, without theworld. Internet revenues account for 73% of total revenues on an
economic-interest basis, up from 67%ayear ago.
compromising the
interests of the group.
10 621 2 454
8 237 1 619
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Ecommerce
Consumer-to-consumer
Classifieds
Global footprint
Mobile leadership
#1 app +4.4
22 COUNTRIES(1) APP RATING
Scale(2)
+330m +60m
Monthly Monthly
active users net new listings
Countries with lower than 1 000 daily unique listers (seven total)
(3)
Operating as OLX group, we are building OLX group continues to invest inworld- eMAG delivered good results, with
a sustainable classifieds business as the class product and technology platforms, accelerating growth rates and rising shares
world leader in facilitating consumer-to- particularly mobile trading apps for local in its key markets Romania, Bulgaria and
consumer (C2C) trade. With operations C2C trade (letgo, OLX and Avito) while Hungary.
in 48 countries, our teams are entrenching building professional selling tools and
winning positions in attractive markets by platforms to scale its vertical businesses, It is building an efficient technology-led
facilitating C2C trade through product such as cars and real estate. ecommerce platform, supported by
innovation and global scalability. OLX anetwork of showrooms that carry a
group has leading market positions in OLX groups combined audience limited range of products. eMAG operates
35countries with notable gains in continues to grow, with over 70m users a 1p business with a growing private-label
theUSand Turkey, while growing in key
ofits mobile apps every month. With component that is already operating at
markets like India, Indonesia, Colombia,
some 60m items listed each month, if its scale in Romania, providing strong margins
Egypt, Argentina and others across Latin
community of monthly sellers was a city, it and improved working capital days. This
America, the Middle East, Europe, Africa
would be as big as Chennai, Rio de Janeiro is coupled with a highly structured 3p
and Asia. In the Google Play Store, OLX
groupapps regularly rank number 1 in and Nairobi combined over 18m in marketplace business supporting
theshopping/lifestyle category in over total. merchants that provide the same level
20countries. of service.
Business-to-consumer
OLX group continues to improve Etail (electronic retail) eMAG Romania accounted for the largest
monetisation in markets where it has eMAG portion of revenue in the etail segment,
earned leadership particularly Russia, eMAG operates a structured B2C approaching breakeven for thereview
Poland, UAE, Portugal, Romania and ecommerce platform (for first own period. Its international businesses are still
Ukraine. In these markets, it creates and products and third parties, 1p and 3p in the investment stage and performing to
captures value primarily from business respectively) in Romania, Hungary, Bulgaria plan. Fashion Days, now integrated into
sellers who pay to promote their and Poland under the eMAG brand, as eMAG operations, manages both the
inventory and enhance their sales. well as a leading fashion shopping fashion category on eMAG as well as a
destination in Romania, Hungary and dedicated offering under the eMAG
Bulgaria under the Fashion Days brand. umbrella.
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Takealot is a leader in local online retail,
gaining market share in the past year by
offering relevant selections at good
prices, backed by superior service levels
(fast and reliable delivery). Its focus is
on expanding the 1p business and the
3p marketplace to further improve
selection, prices and profitability while
driving overall margins and efficiencies
in the business. At the same time,
MrDFood, relaunched with a
mobile-app focus, is tapping into the
growing market of online food
deliveries and ensuring necessary
Flipkart Takealot volumes for the Mr D Courier network
Flipkart operates a structured 1p/3p Takealot.com is a general online retail in addition to ecommerce.
B2C ecommerce platform in India, and marketplace platform, focused on
which includes a dedicated fashion the South African consumer via mobile Travel
business (Myntra and Jabong), a logistics and desktop devices. In addition, it MakeMyTrip
business (eKart) and a payments operates Superbalist (online footwear MakeMyTrip is Indias leading online
business (PhonePe). and apparel retail), Mr D Courier travel agent, with mobile apps for air,
Flipkart and Myntra offer consumers (online point-to-point delivery) and hotel and bus bookings in a massive
a broad selection of quality products MrD Food (food marketplace where market with significant potential.
at affordable prices across all major restaurants list and consumers purchase
product categories from mobile food for delivery). In January 2017 Naspers merged ibibo
phones to large appliances and and redBus with MakeMyTrip, ibibos
apparel. The South African B2C market is in the main competitor. This gives Naspers a
PhonePe and eKart are strategic early stages, but its potential is reflected 40% stake in MakeMyTrip, a Nasdaq-
enablers in the ecommerce value in internet penetration of only 53% and traded company, and creates Indias
chain, supporting core consumer online retail penetration of under 1%. leading online travel agent.
retail business targets by serving
Flipkart and non-Flipkart consumers
alike.
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After the merger, the focus is on growing segment, particularly increasing hotel Naspers Ventures evaluates consumer
the online travel market by building coverage throughout India and trends to truly understand engagement,
thelargest online travel agent in India. internationally, while driving customer using this information to identify
Atpresent, air travel is the most acquisition and retention through superior investment opportunities. Specific
established online category at 50% service and technological innovation. segments meeting our investment criteria
penetration. Hotel reservations still reflect include education technology, health
low online penetration but, due to Naspers Ventures technology and agricultural technology, or
attractive margins and two-sided network Naspers Ventures partners with edutech, healthtech and agritech. Naspers
effects, will account for the bulk of future entrepreneurs to build leading technology Ventures has already invested in innovative
market growth. All travel segments companies in high-growth markets. companies with high-potential platforms.
areaccessible via three platforms Weidentify companies and founders with Some of these identified segments are:
MakeMyTrip, goibibo and redBus with high potential and the ambition to scale Codecademy: teaching over 1m
the majority of traffic and transactions globally. The goal of this unit is to source students per month how to code. With
being conducted via their respective the next phase of growth for Naspers more than 56% of registered users
mobile apps. identifying trends, technologies, segments learning code to find a new job,
and geographies in which to invest that Codecademy is helping people in
The development and investment focus will generate significant growth over countries around the globe to upskill
inthe near future will be on the hotels coming decades. and find better career opportunities.
Brainly: serving over 80m students in
35countries, it enables students to help
other students with school subjects
including mathematics, history, literature,
coding, science and more.
Udemy: a global education marketplace
that serves over 12m students in
190countries. With 20000 instructors
teaching more than 40 000 courses,
users can literally learn anything
onUdemy.
FarmLogs: data science for row-crop
farmers to make smarter, more efficient
crop-production decisions. Over 30% of
US farms use FarmLogs on more than
25m hectares of farmland, maximising
profits through more informed
management decisions.
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Movile
Movile develops world-class mobile
marketplaces and is a leader in B2C
mobile app-based services across Latin
America, including:
iFood an online food-delivery
market leader in Latin America,
fulfilling over 3m orders per month.
Sympla the leading self-service
ticketing platform in Brazil and a
one-stop-shop for entertainment
andevents in Latin America.
PlayKids a childrens education and
entertainment platform packed with
age-appropriate videos, ebooks,
nursery rhymes, games and lullabies
specifically for children aged five and
under.
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investments in film/TV series studios and Mail.ru Mails revenue for the year to
its own production projects. It also The Mail.ru Group (Mail) is the foremost December2016 was RUB42.8bn, up
consolidated the online music industry in online property in Russia. Its leading 15%,while group aggregate segment
China by merging QQ Music and China platforms, including Vkontakte (VK), cover EBITDA (Mails measure of normalised
Music Corporation to enable users to gaming, social networking, email, portal, performance) was 1% lower at
discover more music, artists to reach search, instant messaging and ecommerce. RUB17.9bn, mainly due to a non-recurring
more fans, and the music industry to value-added tax charge.
create new products and business models. In 2016, Russian advertising spend
continued to shift to digital, especially VK, the most popular mobile messaging
Tencents user activity in the payments onmobile. Consequently, Mail is focusing and social networking app in Russia,
segment continues to grow strongly. on growing mobile advertising and rolling continued to perform well, increasing
Weixin Pay is benefiting from integration out new ad technology. Despite a sluggish engagement and audience. Total monthly
with partners such as ecommerce site Russian economy, ad revenue growth active users reached 97m by March 2017,
JDand taxi-booking app Didi. Ecosystem wasstrong at 26% year on year to of which over 80m were mobile users.
infrastructure such as cloud-based RUB18442m. Mails massive multiplayer
services also saw significant progress online (MMO) games revenue grew 21% Mail also acquired 100% of Delivery Club,
inadoption and use. to RUB11 390m, driven by Warface, its the leading online food-delivery company
largest game. In October 2016, Mail in Russia.
During the year Tencent continued to acquired Pixonic, with its key game War
invest in strategic areas, including a Robots recording strong growth in users Mails depository receipts are listed on
substantial investment in Supercell, a more than doubling since the acquisition. theLondon Stock Exchange. Further
leading global mobile games company. information is available at
Thistransaction strengthened Tencents www.corp.mail.ru.
leadership in the games industry, and
expanded its revenue and growth
potential outside China in select
international markets.
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Video entertainment
We are building the leading video-entertainment business onthe African
continent, offering our customers entertainment anywhere, anytime across
platforms, including digital terrestrial television (DTT), direct-to-home (DTH)
and subscription video-on-demand (Showmax).
Muted economic growth across Mozambique, with limited availability The DTT business continued to grow
sub-Saharan Africa has resulted in offoreign exchange. At 31 March 2017 well, despite delayed analogue
thetoughest operating conditions we had cash balances of US$289m that switchoffs, reflecting continued
inover two decades for thevideo- were exposed to currency depreciation. development of our DTT content
entertainment business, driven by lower offering and retention capabilities.
commodity prices, drought, political In the prior year, economic conditions
uncertainty and currency volatility. caused large numbers of subscribers The focus remains on reducing the cost
incertain markets to churn off our base by monitoring non-performing
Profitability was affected by the platform. To address this, a value content while rightsizing the business
protracted weakness of currencies in strategy was implemented, focusing on and its operational activities.
our main markets where customers are expanding the business over the long
billed in local currency and the bulk of term. This strategy includes bouquet Innovation and customer
the cost base is US dollar denominated. restructuring, maintaining or reducing service
In addition, increased competition is subscription prices in key markets, Innovation in digital product
driving up the cost of content. To better customer focus and retention, development and technological
mitigate some of the impact, the and reducing set-top box prices. advancements continues. A new
business continued to focus on cost Thebenefits are evident in net DTH set-topbox, Explora 2, was launched
reduction. subscriber growth of 935 000 (FY16: inSeptember 2016 with improved
38000), while 597 000 new DTT video-compression technology.
Monetary policy continues to restrict customers were added, bringing the
liquidity in Nigeria, Angola and combined base to 11.9m customers.
3 401 3 413
610
287
Notes
* Including associates and joint ventures on a proportionate basis.
LC = local currency
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Media
Media24 is building communities through content, technology and commerce.
Overthe next years, it will build a more diversified media player with market-
leading mobile content and aportfolio of ecommerce solutions comprising
efashion, efulfilment and online job classifieds. This will allow Media24 to capitalise
fully on rising mobile internet connectivity on the continent, as well as South
Africas growing online retail sector.
29
608
588
19
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Sustainable investment
Sustainable development and economic, social and environmental protection are
globalimperatives that present both opportunities and risks for business. As a leading
company, Naspers ispositioning itself to meet these challenges. As our business
expands, weaim to contribute to the communities in which we operate; develop
ourown people; contribute to economic prosperity; and minimise our impact on
theenvironment. In formulating this policy, we analysed areas where the group can
contribute to sustainable development in themarkets in which it operates.
Extract: Sustainable development policy.
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Human capital
Our people We empower We agree on clear and ambitious goals,
At heart, we are entrepreneurs. We We back local teams and learn from have continuous conversations about
focus on attracting the worlds best each other. We encourage diversity in achieving even more and reward our
talent to build leading companies our teams and in our thinking. Our people for what they deliver and how
thatempower people and enrich people are empowered to be they deliver it. We encourage innovation
communities through outstanding responsible and make decisions because from all our people. To attract and
products used by millions of people we trust them to do agreat job. We retain the skills on which our
every day. believe in them and we want them to sustainability depends, and to reward
share their talent and expertise across superior performance, most of our
Talent, particularly in the fields the group. Through MyAcademy (the group companies grant share options/
ofecommerce, technology and offline and online learning environment appreciation rights to their employees
engineering, is scarce globally. As for the group) and local learning and under a number of equity
such,being seen as an attractive and development initiatives, we invest in our compensation plans.
meaningful place to work, is key to people so they can build their skills,
ourstrategy. their expertise and, ultimately, their We matter
careers. We matter to the communities we
During the year we brought new talent serve and, wherever we operate,
into the group at all levels and Each year we organise internal wehold ourselves to high standards.
strengthened our focus on people networking and learning events to bring Our code of business ethics and
across the organisation, providing new together teams and communities of conduct defines our commitment to
opportunities to existing employees. expertise, often from across the group, conducting business fairly, ethically and
The group employs nearly 25000 to share ideas and learn from internal with integrity. This code and related
(2016: 27 000) (including joint ventures, and external experts. In the review policies are communicated to group
but excluding associates) permanent period, over 9 000 employees attended employees and available on
employees in some 120countries. one or more events of this nature. www.naspers.com.
Headcount decreased as a result of
mergers and acquisitions activity across We perform Many of our companies invest in
the group. We push for performance in everything corporate social responsibility
we do, and we move fast to capitalise programmes and we encourage our
on opportunities others have not seen. people to support these by investing
16 1
8 12
24 8
Asia Male
Europe B2C Female
Americas Classifieds
Rest of Africa Corporate
South Africa New ventures
Payments
Note Media
* Excludes associates and joint ventures. Video entertainment
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We launched our online learning platform Medical aid and annual free wellness checks.
MyAcademy in September 2016 and to
Regular health and safety training and audits and protection for
journalists when needed.
date we have almost 6 000 monthly active Wellness counselling and support service foremployees and their
learners from around the group who, as families.
of 31 March 2017, had taken over
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Transformation and diversity Naspers contributes to workplace their employees under various equity
We back local teams and learn from transformation and diversity through: compensation plans.
each other. We encourage diversity Gender equality and leadership Developing our talent underpins our
inour teams and in our thinking. development initiatives. This is a success by motivating and retaining
Ourpeople are empowered to be founding principle of all development skilled people. Most of our businesses
responsible and make decisions because initiatives, especially in areas where around the world have a learning and
we trust them to do a great job. We there is an imbalance (eg women in development agenda focused on
believe in them and we want them to technology). Learning programmes their specific needs and markets.
share their talent and expertise across include specific modules to Training expenditure for the
the group. communicate effectively across reporting period totalled US$17.4m.
culture, gender and age, both locally
Through our MyAcademy as well and when representing the group Traditionally, we have reported on the
aslocal learning and development abroad. BBBEE compliance and performance of
initiatives, we invest in our people so A global talent function has been our two largest South African groups,
they can build their skills, their expertise established, with experienced MultiChoice and Media24. The revised
and, ultimately, their careers. Each year recruiters in key regions and the BBBEE regulations have extended this
we organise internal networking and ability to design competitive reward reporting requirement to all JSE listed
learning events to bring together teams packages. companies including Naspers. We are
and communities of expertise, often To attract and retain the skills on proud to have achieved a level 3 BBBEE
from across the group, to share ideas which our sustainability depends, and status in our inaugural rating and remain
and learn from internal and external to reward superior performance, committed to actively manage our
experts. most of our group companies grant transformation efforts in South Africa.
share options/appreciation rights to
Actual score
Bonus points Bonus points achieved
Element Target score available achieved 2017
Equity ownership 25 0 0 19.66
Management control 13 0 0 6.76
Employment equity 10 0 0 5.09
Skills development 20 5 1.68 16.23
Preferential procurement 25 2 2 23.82
Enterprise and supplier development 25 3 3 28
Socio-economic development 12 0 0 12
Total score 130 10 6.68 111.57
Performance (%) 66.80% 79.69%
BBBEE rating Level 3
Priority elements achieved Yes
Empowering supplier status Yes
Note
Independent BBBEE verifications were performed for the above period.
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Race Gender
1
12
44
56
87
Black Male
White Female
Foreign
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Broad-based black economic
equity schemes
Four years ago shares in Phuthuma
Nathi (PN) and Phuthuma Nathi 2
(PN2) (MultiChoices BEE equity
schemes) launched in 2006 and 2007,
respectively) began trading on an
over-the-counter (OTC) platform.
Race Gender
1
35
47 53
64
Black Male
White Female
Foreign
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Key corporate social investment (CSI) initiatives across the group are summarised below:
Number
Entity of projects Beneficiaries (estimated) Key initiatives
14 Equipment bought for hospitals in Poland Great orchestra of Christmas charity event
(including treatment of sick children in these
hospitals)
Some 100 Laptop donation
10 Cry Foundation
90 Winter blanket drive
Some 100 Alternative education club
12 525 players; 32 coaches; MultiChoice Diski Challenge
36productioninterns
20 interns M-Net Magic in Motion
601 000 school children and 650schools SuperSport Lets Play
268 staff members and a combined Community TV initiative
viewership of 18m viewers in the financial
year
In South Africa, a grant of R12m was made by Naspers to eDeaf, an entity that offers training and development opportunities to the
deaf population.
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We are serious about our responsibility to address the needs of local communities, with key strategic approaches and initiatives
summarised below:
Entity Contribution
The MultiChoice Enterprise Development Trust supports the growth of entrepreneurs in broadcasting
and the wider ICT industry. The trust has invested in entrepreneurship development programmes,
benefiting over 100 entrepreneurs (suppliers and non-suppliers).
OLX group currently employs over 4 000 people worldwide, with local development opportunities.
Over 90% of theworkforce is hired locally and, in most entities, OLX group recruits local talent
tomanage businesses. When development opportunities arise, OLX group relocates local talent
toopenroles in other markets to further develop their skills and experience.
eMAG has developed a dedicated third-party programme for small local businesses and 85% of
employees are from Romania.
Latin America: Preference for vendors with social or environmental orientation; employment
opportunities focus on talent, not only education.
India: Equal employment opportunities focused on skills, while rebalancing the gender ratio and
notdiscriminating on factors unrelated to job role.
Supports the growth of small business, specifically enterprise and supplier development partners
(Double Dutch Media and Clothes to Cash Exchange) by providing training, equipment, access
tomarket and promotional opportunities.
Through its outsourced distribution and franchise network, On the Dot provides employment
inlocalcommunities.
Expenditure: Through WeCan24 training, R850 000 outsourced to small businesses; R2.2m to support
related initiatives through the Association of Independent Publishers (AIP); R430 000 in support for
ThisAbility programme for people living with disabilities; and R245 000 on digital training for
government communicators.
Local employment: Over 99% of Media24s employees are local, including all management levels.
Procurement: New BEE codes require companies to increase their spending with 51% black-owned
and black-woman-owned businesses relative to total procurement expenditure. Specific targets have
been set for each Media24 division to increase procurement from designated businesses.
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Responsible content
We aim to adhere to the codes of conduct stipulated by the BCCSA and those of regulators in our operating countries. Equally,
it is vital to protect ourreputation as a trustworthy online ecommerce business.
Set-top box: Parental control in place (locking age- Closely monitors platforms to prevent inappropriate
restricted viewing of content and channels). listings.
On-air PG ratings/safety measure: If no age restriction is Proactively provides guidance and advice to customers via
provided by supplier, system defaults to 18. platforms; promote campaigns to educate users in several
Programming rated 16+: Rating remains visible throughout countries.
theprogramme. Each country follows applicable trading laws and
On-air advisories and classifications at the start of each regulations andOLX has its own list of restricted items,
programme. including alcohol, tobacco and pornography.
Promotion/advertising/sponsorship of alcohol excluded Complaints can be directed to the customer service
from childrens or religious content. centreoneach platform we operate.
Timing and scheduling adhere to broadcast regulatory rules.
Privacy and data security all employees was launched on complemented by other frameworks
In line with our commitment to create MyAcademy, the groups online learning such as NIST, ISO 27001, and OWASP)
value for our users, we aim to protect platform. to implement appropriate control
the privacy of their data and other measures.
sensitive information. We comply with The number of Certified Information
applicable laws on privacy protection, Privacy Professionals (CIPPs) within the The groups internal audit and risk
and incorporate these into the specific group has also increased. In advance of management support helps businesses
features of our products and services. South Africas new data protection law, with their risk management activities
Protection of Personal Information through a dedicated IT risk
We recognise the strategic importance (POPI), coming into force, several South management support team. In addition,
of properly managing privacy and African attorneys participated in the and next to the companies own
security across the group. Beyond legal Naspers Data Privacy Secondment security testing activities, this
compliance, privacy and security Programme, which creates exposure to department has its own ethical hacking
programmes are also required to help international data protection practice service that provides objective
preserve consumer trust, facilitate and privacy policies, contracting and assessments of group companies
business-to-business (B2B) transactions, partnership deals, security management cyber-resilience.
and to implement protection according and related topics. The programme
to localand international standards. culminates in the opportunity to obtain In the payments segment, special
European Information Privacy attention is paid to the sensitivity of
Our group helps us manage privacy Professional Certification. financial and transactional information.
effectively. The groups privacy toolkit PayU has its own risk advisory
isbenchmarked against international IT security is approached as a risk-based committee that reports to the Naspers
standards and includes required policies, exercise, and is addressed on a risk committee.
vendor and partner management, company-by-company basis under the
employee training, legal compliance IT governance charter. This charter
andan annual review, and verifications. describes how group companies should
assess, manage, and report on their
During the course of the year, data IT-related risk.
privacy briefings are held with business
segment heads, along with role-specific Group companies use best-practice
training. Privacy awareness training for frameworks (primarily COBIT,
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Entity Contribution
Our business depends on digital inclusion. We empower local trade within local communities. Access
to information and communication technology is a prerequisite to our success.
South Africa: Employees donated laptops to a school to help learners with their studies.
Argentina: Donated computers and peripherals to a foundation to enable access to the internet
andITfordisadvantaged people.
The Explora decoder enables African consumers to connect the primary screen to a library of digital
content without the need for a broadband connection. The benefits are reflected in increased
adoption of DStv Now by our customers. In addition, the new Explora decoder uses compression
technology that reduces the size ofdownload files to increase access to content for more users.
Subscribers, and the broader public, are reached through digital and social media marketing and
tacticalcampaigns, designed to highlight digital offerings and attract non-subscribers into the base
through digitalchannels.
In 2016 MultiChoices open-innovation partnership with the Stellenbosch University resulted in
thedevelopment of three entrepreneurial businesses engaged in data analytics, ecommerce and
digitalcontent creation. Other open-innovation partnerships are in the design phase.
MultiChoice engages with educational institutions (from high schools to post-graduate institutions)
tohost groups of scholars/students for discussion sessions, presentations, business tours and more.
Graduate employment and internship programmes operate throughout the video-entertainment
group, including in the IT, broadcast technology and digital media units. These increase access for
youngpeople to digital technologies and the reality of digital video in the modern marketplace.
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Customer satisfaction
Satisfied customers are the lifeblood of our success, given that a large portion of our business depends on consumer-to-
consumer (C2C) trade. Customer satisfaction is therefore a key business objective as it drives loyalty and retention.
OLX group has this year reorganised to a product-centric strategic approach to ensure it is
building products userslove.
Success is measured by customer retention rates, mobile-app stickiness and revenue per lister.
OLX group also uses NPS to measure customer satisfaction. It conducts global brand-tracking
surveys to understand what consumers think of the group and its brands.
Daily and monthly average user (DAU, MAU) metrics measure app user loyalty, which is
growing.
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Natural capital
Environment
The groups diverse operations range
from printing plants to transactional
internet platforms. Each type of business
has a unique effect on the environment,
requiring appropriate mitigating responses.
Equally, environmental impacts range from
low (the bulk of our group) to high (our
printing operations).
Carbon footprint
Our gross measured carbon footprint (scope
1 and 2) is 184 458 tonnes of CO2e, of
which scope 2 (electricity use) is 90%
(2016:176131 tonnes CO2e). Direct (scope
1 and 2) emissions were measured at
locations across South Africa, the Naspers and Irdetos office building, Hoofddorp,
Netherlands, Nigeria and Russia. Power usage TheNetherlands.
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Managing environmental impacts
Risk assessments identify Our most direct impact on the environment is from Novus Holdings (57%
oftotalcarbonemissions).
operations where direct impact
on the environment is most The internet businesses inherently have a lower impact on the environment.
Throughsome oftheir trading activities, they stimulate buying and selling used
significant.
orrecycled goods in a paperlessenvironment.
MultiChoice City in South Africa is Green Star-rated by the Green Building Council
ofSouth Africa.
Printing operations apply leading Throughout Novus Holdings, equipment is in place to collect and recycle dust particles
emission-reduction technology from the printing process. All dust and paper shavings are sucked via a vacuum system
to minimise and responsibly tothe baller room. The shavings are baled for recycling and dust is compacted into
dispose of waste. tablets. There is no market yet for the compacted tablets, which go to landfill.
We monitor environmental
compliance standards at our Irdeto operates in line with ISO 9001 and ISO 27001, with its implementation of
facilities and participate in bothstandards regularly audited by an external certification body.
third-party reviews.
Novus Holdings was the first African printing organisation to receive Forest Stewardship
Where possible, we use
Council (FSC) FSC-C022948 chain-of-custody (CoC) certification. Novus Holdings
environmentally responsible
also holds Programme for Endorsement of Forest Certification (PEFC) at Paarl
energy sources, invest in
Media Cape, Paarl Media KZN and Novus Print Solutions. Both FSC and PEFC are
improving energy efficiency and
independent verifications that the products printed can be traced back from their point
design energy-efficient facilities.
of origin to responsible, well-managed forestry, controlled and recycled resources.
85
Naspers Limited integrated annual report 2017
REVIEW OF OUR PERFORMANCE
Entity Contribution
Environment wins is one element of the OLX group brand proposition. This represents the nature
ofour classifieds business: the environment wins as items gain second lives reducing their ecological
footprint.
Installed recycling bins at head office and in the warehouse to raise awareness amongemployees.
In their financial year ended December 2016, they replaced paper cups and plastic water bottles with
ceramic/steel/glassware. Each employee wasgiven a metallic water bottle with their names engraved.
In various offices, we have recycling points and office certifications for resource efficiency.
A waste management company is employed to sort waste into cans, glass, K4 (cardboard), paper,
plastic,landfill, and ewaste.
Certification is provided for all recycled items.
MultiChoice City received a Green Star rating: a state-of-the-art grey-water reticulation system that
draws waste water from all showers, while a rainwater filter harvests water to wash toilets and irrigate
gardens and trees. Heating and cooling systems and processes by which natural light is trapped and
dispersed, save electricity. This is done through a modern roofing system over the atrium.
Customers also have the option to repair their decoder for less than the price of a new one.
Paper is pulped with some pulp repurposed in Novuss tissue operations. None of the Novus plants
pulp paper on site. Paper waste is collected from site, by a service provider and delivered to Correll in
bales. Currently 40% of paper waste in the group is used in the Correll site with a view to increasing
this to 70% in the next financial year.
Unsold clothing stock reused, upcycled or recycled via Clothes to Cash Exchange.
Ewaste recycled via reputable service providers.
No refurbishment.
86
Naspers Limited integrated annual report 2017
Governance for
a sustainable
business
87
Naspers Limited integrated annual report 2017
GOVERNANCE
Governance for a
sustainablebusiness
How we govern our business Governance structure
The board of directors conducts the Shareholders
groups business with integrity by applying
appropriate corporate governance policies Board
and practices. The group continues to
enhance and align policies, systems and Human resources
Risk Audit Nomination and Social and ethics Executive
processes to embed sound corporate committee committee committee remuneration committee committee
governance principles and ethical committee
standards.
Senior management
Board MultiChoice/
po
Ext
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dit
Listed
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un
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on
Su
Corporate strategy
88
Naspers Limited integrated annual report 2017
Governance for a
sustainablebusiness (continued)
The board confirms its compliance with specific governance requirements in the disclosures set out below:
Appointment, induction Any appointment of a director is considered by the board on the recommendation
and ongoing training of ofthenomination committee, to ensure a rigorous and transparent procedure.
directors The selection process involves considering the existing balance of skills and experience,
and an ongoing process of aligning board composition with group strategy.
An induction programme for new directors is in place.
Board and committees The performance of the board and its committees as a whole is appraised annually. The
evaluation board determined that in terms of their charters, the board and its committees had
fulfilled their mandates during the financial year under review.
The committees perform self-evaluations against their charters for consideration
bytheboard.
The board evaluation process is carried out by the nomination committee.
The recent performance assessment indicated that the board and its committees
arefunctioning effectively and efficiently.
Chair and chief No individual has unfettered powers of decisionmaking. The roles of the chair and
executive chiefexecutive are separate.
The chief executive is responsible for the day-to-day running of the group and
implementing policies and strategies approved by the board. Chief executives of
thevarious businesses assist him in this task.
Koos Bekker, a non-executive director, is chair of the board and Bob van Dijk, an
executivedirector, is the chief executive. Fred Phaswana acts as lead director in all
matterswhere there may be an actual or perceived conflict and where it would
beinappropriatefor the chair to deal with the matter concerned.
Prescribed officers Due to the nature and structure of the Naspers group and the number of executive
directors on the board of the company, the directors have concluded that there are
noprescribed officers.
Directors and officers No director had a material interest in any contract in which Naspers or any ofits
disclosure of interest in subsidiaries was a party during the financial year.
contracts The directors had no interest in any third party or company responsible for managing
anyof the business activities of Naspers or any of its subsidiaries.
Conflict of interest The board recognises the importance of acting in the best interest of the Naspers
groupand protecting the legitimate interests and expectations of its stakeholders.
The board is aware of the requirements to disclose or avoid conflicts of interest.
Directors are required to declare their interests at least annually. The declaration
ofinterests is a standing agenda point at each scheduled board meeting.
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GOVERNANCE
Governance for a
sustainablebusiness (continued)
Statutory powers General powers of the directors are set out in the memorandum of incorporation.
The directors have further unspecified powers and authority for matters that may beexercised
and dealt with, which are not expressly reserved to shareholders in the generalmeeting.
Insider trading The board-approved insider trading policy is applicable to all directors and employees ofNaspers
Limited and its controlled entities.
Through appropriate procedures, the board aims to ensure that no director, manager, employee
or nominees or members of their immediate family deal directly or indirectly inthe securities of
Naspers on the basis of unpublished price-sensitive information, nor during any embargo period
determined by the board.
The Listings Requirements of the JSE extend obligations on transactions in Nasperss securities to
include those of any major subsidiary.
Directors or officers of Nasperss major subsidiaries, whether wholly or partially owned, are also
included in the list of directors, company secretary and other officers required toabide by the
JSE Listings Requirements in relation to directors dealings.
Company secretary and Gillian Kisbey-Green is the group company secretary, duly appointed by the board in accordance
generalcounsel with the Companies Act. David Tudor, group general counsel, is Nasperss legalcompliance officer.
Both are responsible for guiding the board in discharging its regulatory responsibilities.
The company secretary is available to provide a central source of guidance and advice onmatters
of business ethics and good governance and aims to provide the highest standard of compliance
with statutory and regulatory requirements.
Application of and approach to Naspers has an internal control oversight Focus areas for 2018
KingIII forum comprising the chief financial Following the release of the KingIV report
The board, its committees, and the officers (CFOs) and risk and internal in November 2016, we reviewed and
boardsand committees of subsidiaries auditmanagers of Naspers, Naspers interpreted King IV for the Naspers
MultiChoice and Media24 are responsible Ecommerce, MultiChoice and Media24, environment. King IV awareness initiatives
for ensuring the appropriate principles the Naspers company secretary, the and a review of the Nasperss board
and practices of the King Code of company secretaries of MultiChoice and policies, charters and governance practices
Corporate Governance Principles and the Media24, the Naspers global governance were the starting point. In the 2017/2018
King Report on Corporate Governance partner and group general counsel. The financial year we will effect system and
inSouth Africa (King III) are applied and forum was tasked to ensure the Naspers process changes to enable implementation
embedded in the governance practices groups governance structures and of recommended or alternative practices
ofgroup companies. framework are employed in the in-scope to demonstrate application of King IVs
entities inthe group during the financial principles. Focus areas for the 2018
A disciplined reporting structure ensures year. Compliance and progress are financial year will include, but not be
the Naspers board is fully apprised monitored by the audit and risk limited to, enhanced disclosures in the
ofsubsidiary activities, risks and committees and reported to the board. 2018 integrated annual report and
opportunities. All controlled entities in the continued focus on governance of
group are required to subscribe to the For a review of Nasperss application information and technology, particularly
relevant principles of King III. Business and ofKing III, go to www.naspers.com. information and technology security.
governance structures have clear approval
frameworks.
90
Naspers Limited integrated annual report 2017
Human resources and
remuneration
for the year ended 31 March 2017
committee report
This is the report of the human King III requirements and is approved by The chief executive, financial director
resources and remuneration committee the board. and chief people officer attend
for the financial year ended 31 March meetings by invitation. The committee
2017, appointed to fulfil the boards Members of the committee and held five meetings during the past
responsibility with regard to strategic attendance at meetings financial year.
human resources aspects of the group. The committee comprises a minimum
of three non-executive directors. The names of members who were in
The committee has a charter that Thechair of the committee is an office during the financial year and
complies with the Companies Act and independent non-executive director. details of the committee meetings
attended by each member are:
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Naspers Limited integrated annual report 2017
GOVERNANCE
We are confident that the design and retainentrepreneurs and critical talent, Conclusion
structure of our remuneration policy particularly engineers and specialists. Following the review by the committee
continues to be appropriately aligned This included ensuring that the right for the year ended 31 March 2017,
toand supports our business strategy pay-for-performance mix isapplied; thecommittee is of the view that, in all
going forward. The human resources short-term bonuses are measurable material respects, the committee has
andremuneration committee is aware and linked to the groups strategy and complied with its remit. The board
ofthe incoming remuneration reporting targets; aligning the terms of the groups concurred with this assessment.
requirements under King IV and has various long-term share-based incentive
endeavoured to improve remuneration schemes to industry norms; and setting Having achieved its objectives for the
disclosure this year, inanticipation of parameters and criteria for allocations financial year, the committee sets out
applying the recommendations, as of share-based incentives based on theremuneration disclosure in the
appropriate, ofKingIV in 2018. individual performance. remuneration report, comprising our
Shareholders will beasked to approve Considering independent external overarching remuneration policy for
theremuneration policy set out in the advice on non-executive directors fees. executive directors and non-executive
remuneration report, through a non- Improving disclosure of executive directors and commentary on how it
binding advisory vote, at the 2017 annual remuneration in the integrated annual hasbeen implemented during the year.
general meeting. report in a bid for greater transparency.
Thorough review of detailed succession
During the financial year, the human plans to ensure plans are in place for
resources and remuneration committee top positions across the group that not
focused on: only identify successors, but take into
Gathering and analysing current and account diversity and talent with
relevant industry reward trends to potential, including training/experience
ensure that Naspers has a market- required. Rachel Jafta
competitive remuneration policy, Chair: Human resources and remuneration
structure and tools to attract and committee
23 June 2017
92
Naspers Limited integrated annual report 2017
Remuneration
for the year ended 31 March 2017
report
Remuneration policy
Nasperss biggest challenge is to attract, motivate and retain the best leaders,
entrepreneurs, creative engineers, operators and support staff. That is the only
waywecan create shareholder value long term.
Policies and practices try to align the remuneration and incentives for executives
andemployees to the groups business strategy. Our companies are responsible
fordeveloping their own policies within the overall group remuneration framework
and local laws, taking account of each companys needs. Naspers has an integrated
and balanced approach to its reward strategy that aligns stakeholder interests.
Accordingly, individual reward components are linked to business-specific value
drivers of the group. Our primary objectives include directing employees energies to
key business goals and achieving the most effective returns for employee spend.
Group remuneration Long-term incentives (LTI): share value above the market value on the
framework option and appreciation rights day of the award.
Remuneration throughout the (ARs)plans specific to the various
organisation has been designed to aid businesses that we operate and/or In some rare cases restricted stock
the recruitment and retention of vital Naspers N share options. These are units (RSUs) may be awarded to key
skills in a competitive global market. awarded to senior management and contributors at a relatively junior level
Our three-tier remuneration structure other critical employees. Such plans within the different business units.
provides a balance between: create an alignment between The inclusion of RSUs in our
Guaranteed fixed pay for performing executive pay and shareholder gains, remuneration packages ensures that
the contractual role. with senior management being we are attracting and retaining critical
Annual performance-related rewarded for their contribution to talent, such as engineers and those
incentives for achieving defined the value creation of their business with specialist skills, within highly
financial and operational targets unit or of Naspers as a whole. Share competitive markets. RSUs are not
(eggrowth in consumer numbers, options/appreciation rights in relevant available to senior management.
consumer satisfaction, etc). Whereas business units or Naspers N shares
for executive directors these targets are awarded at market value on the The remuneration package of our
are set at a Naspers group level, for day of the award and participants executive directors is designed to be
senior management these targets are receive any increase above this principally focused on equity-based
closely linked to the performance of market value over four or five years. remuneration. This focuses them on
their specific business units. The idea is therefore to incentivise long-term value creation and aligns their
them to create net new shareholder interests with that of shareholders.
93
Naspers Limited integrated annual report 2017
GOVERNANCE
Executive directors
Executive directors remuneration policy
Fixed pay Fixed pay is delivered in the form of a base salary and Performance of the There is no formal
Comprises base salary additional benefits. group and the maximum limit but
and additional benefits individual are key levels can vary year
or total cost to Additional benefits include non-cash benefits and may considerations when onyear depending on
company, depending include pension, medical insurance, etc. making increases to business performance,
on where the base salary and/or market circumstances,
individual is located. Levels are reviewed annually and assessed against total cost to company. employee benefits
business performance, the scope and nature of the provider costs
Levels reflect the role, relevant companies in the technology/media andindividual
market value for the sectors and local economic indicators such as inflation, circumstances.
role and individual cost-of-living changes and the relevant labour market,
performance. to ensure they are fair, sensible and market
competitive.
Annual performance- Senior management is eligible to receive annual Subject to financial Maximum annual
related incentives performance-related awards under the discretionary performance measures, performance-related
To incentivise the annual performance-related incentive scheme. and specific incentive levels are set
achievement of operational and for executive directors.
financial, operational The performance-related incentive target for each personal performance
and personal executive is agreed annually in advance of the financial objectives which are
objectives. year, and is based on targets that are verifiable tailored to each role.
andaligned to the businesss business plan, risk
management policy and strategy. Where targets are
not met at the end of the relevant financial year, no
annual performance-related incentive is paid.
94
Naspers Limited integrated annual report 2017
Remuneration report (continued)
Long-term incentives Awards are normally granted annually in the Share options/ A cap applies to the
Long-term incentive form of share options/appreciation rights in appreciation rights in number of share
awards comprise a relevant business units or Naspers N shares, relevant business units options/appreciation
significant portion of which creates an appropriate balance of or Naspers N shares rights in relevant
total compensation. incentives across the Naspers portfolio. are awarded at market business units or
value on the day of the Naspers N shares that
They align the interests The committee believes that using these types award and participants may be awarded in
of the executive of awards directly aligns the interests of the receive any increase aggregate and to any
directors and executive and shareholder for each business above this market individual. This is
shareholders, aid in the unit and creates direct line of sight. value. determined with
creation of shareholder reference to business
value over the long Any share award is contingent on consistently Executive directors can performance, external
term, and ensure that strong individual performance. As executives receive the gain in the market levels, individual
the total compensation and senior management receive only share share price over a performance and the
package for executive options or appreciation rights, they must drive specified time period. required pay mix for
directors is superior business performance, over the Performance is each executive
competitive enough vesting period, in order to realise a gain. The therefore to create net director.
toattract and retain vesting period for each award varies and is new shareholder value
talent from the typically four or five years, with one quarter above market value on
high-technology orone fifth of the award vesting annually. the day of the award.
industry.
We have set award guidelines, including: not
making awards during closed periods, no
backdating, and there is no repricing or
automatic regranting of underwater share
options/appreciation rights.
95
Naspers Limited integrated annual report 2017
GOVERNANCE
candidates for consideration by the board. to make an informed decision on their responsibility for efficient control of the
A fit and proper evaluation is performed election. The reappointment of non- company.This is enhanced by compensation
for each candidate. executive directors is not automatic. for services on group board committees
and subsidiary boards, where a premium
Retirement and re-election of Non-executive directors ispayable to the chairs of boards and
directors remuneration policy committees. Remuneration is reviewed
All non-executive directors are subject The fee structure for non-executive annually, and is not linked to the companys
toretirement and re-election by directors has been designed to ensure share price or performance. Non-executive
shareholders every three years. weappropriately compensate the directors do not qualify for share allocations
Additionally, non-executive directors are expertise of our board, given the highly under the groups incentive schemes.
subject to election by shareholders at competitive markets we operate in, Supported by independent advice, the
thefirst suitable opportunity for interim andthe global competition we face. human resources and remuneration
appointments. The names of non- committee makes its recommendations to
executive directors submitted for election Non-executive directors receive annual the board, which annually recommends the
or re-election are accompanied by brief remuneration as opposed to a fee per remuneration of non-executive directors
biographical details to enable shareholders meeting, which recognises their ongoing for approval by shareholders.
Fixed pay
% change Pension
(excluding contribution
annual Actual paid on
performance- annual behalf of
related performance- director to
incentive, but related pension LTI fair
Financial Fixed pay including incentive scheme Total value
Executive director year (US$000) pension) (US$000)(1) (US$000) (US$000) (US$000)(2)
96
Naspers Limited integrated annual report 2017
Remuneration report (continued)
During the year, levels of base salary and schemes.The rate of contribution is combination of financial, operational
total cost to company (where relevant) variable and is considered in total and discrete personal objectives,
continued to vary across the jurisdictions compensation, based on the pensionable approved by the human resources and
where we operate. In determining any salary of these individuals. remuneration committee. For Bobvan
increases for executive directors we Dijk and Basil Sgourdos these financial
considered business performance and Annual performance-related objectives had a weighting of 50% of
local economic indicators, overall incentives maximum annual performance-related
movement in the local (and, where Annual performance payments made in incentive and for Mark Sorour the
appropriate, regional and global) labour respect of the 2016/2017 performance weighting is 30% of maximum annual
market. During the year group companies year for Basil Sgourdos, Mark Sorour performance-related incentive.
made contributions for executive and Bob van Dijk were based on a
directors to appropriate pension
The annual performance-related incentive outcomes relating to financial performance are summarised in the table below:
97
Naspers Limited integrated annual report 2017
GOVERNANCE
Full details of awards offered during the financial year are included in the table that provides details of directors participation in the
groups share incentive schemes outstanding (not yet released) at 31 March 2017 and in note 17: Related party transactions and
balances on pages 72 to 74 of the consolidated annual financial statements.
Executive directors had a combination of share options/appreciation rights in relevant business units and Naspers N shares vesting
(released) to them during the year, as outlined in the table below.
Full details of the individual awards released in FY17 can be found in Annexure A of this report, on pages 103 and 104.
98
Naspers Limited integrated annual report 2017
Remuneration report (continued)
Executive directors who retire and become non-executive directors are allowed to retain their share options/appreciation rights
under the rules of the groups share-based incentive schemes only if they serve on group boards.
Full details of directors participation in the groups share incentive schemes outstanding (not yet released) at 31March 2017
canbe found in note 17: Related party transactions and balances on pages 72 to 74 of the consolidated annual financial
statements.
Group share-based incentive tosettle outstanding options under shareholders approved that up to
schemes certain group share incentive schemes. 40588541 Naspers N ordinary shares
The groups share-based incentive The expected dilutive effect of these (some 10% of Nasperss N ordinary
schemes are set out in equity treasury shares on the groups earnings, share capital at 31 March 2010) may
compensation benefits in the notes on a per-share basis, was 2 US cents beissued for the groups share-based
tothe annual financial statements per N ordinary share (2016: 1 US cent). incentive schemes. During the financial
onwww.naspers.com. year to 31March 2017, 345 138 new
In accordance with schedule 14 of the Nordinary shares had been so issued,
At 31 March 2017 the group held JSE Limited Listings Requirements and resulting in a total of 29% of the
3293 211 (2016: 3 393 909) Naspers the South African Companies Act, at the approved 40 588 541 Naspers N
N ordinary shares as treasury shares annual general meeting in August 2011 ordinary share capital being used todate.
99
Naspers Limited integrated annual report 2017
GOVERNANCE
Non-executive directors
Non-executive directors fees
Using the services of an external consultant, two points of reference are used to develop a proposal for non-executive directors fee
structure:
board compensation of Nasperss industry peers internationally, ie competitors in the same broad field and of relevant scale, and
average board compensation of the Top 10 JSE companies.
Non-executive directors fees reflect a 5% year-on-year increase for FY18. This was approved by shareholders at the annual general
meeting in August 2016. The proposal for FY19, details of which are included in the notice of the annual general meeting on page 114
ofthis report, is an increase of up to 5% year on year.
Board
Chair 430 000 452 000
Member 172 000 180 800
Daily fees when travelling to and attending meetings outside home country 3 500 3 500
Committees
Audit committee Chair 106 050 111 350
Member 42 420 44 540
Risk committee Chair 63 000 66 150
Member 25 200 26 460
Human resources and remuneration committee Chair 74 550 78 250
Member 29 820 31 300
Nomination committee Chair 40 163 42 175
Member 16 065 16 870
Social and ethics committee Chair 55 125 57 875
Member 22 050 23 150
Other
Trustee of group share schemes/other personnel funds R46 400 R48 720
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.
100
Naspers Limited integrated annual report 2017
Remuneration report (continued)
2017 2016
Committee and Committee and
Directors fees trustee fees Other fees(2) Directors fees(1) trustee fees Other fees
Paid Paid Paid Paid Paid Paid Paid Paid Paid Paid Paid Paid
by by by by by by by by by by by by
Non- com- sub- com- sub- com- sub- Total com- sub- com- sub- com- sub- Total
executive pany sidiary pany sidiary pany sidiary 2017 pany sidiary pany sidiary pany sidiary 2016
directors US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000
J P Bekker 504 20 524 480 20 500
H J du Toit(1)
CL
Enenstein(2) 246 50 296 217 50 267
D G Eriksson 218 47 224 36 525 206 46 209 35 496
G Liu(1) 232 232
R C C Jafta 218 61 180 26 485 206 59 161 9 435
F L N Letele(2) 218 22 275 515 206 21 227
D Meyer 218 20 22 12 272 192 20 21 11 244
R Oliveira de
Lima(2) 232 50 282 231 50 281
S J Z Pacak(2) 246 31 25 14 187 503 234 35 24 15 185 493
TMF
Phaswana 242 46 288 234 42 276
J D T Stofberg 221 221 234 234
B J van der
Ross 218 68 286 206 64 270
3 013 179 587 88 562 4 429 2 646 180 542 70 285 3 723
Notes
(1)
Appointed 1 April 2016. Hendrik du Toit elected not to receive directors fees.
(2)
Compensation for assignments.
General notes
Directors fees include fees for services as directors, where appropriate, of Media24 Holdings Proprietary Limited, MultiChoice South Africa Holdings Proprietary Limited and
NMS Insurance Services Limited. An additional fee may be paid to directors for work done as directors with specific expertise.
Committee fees include fees for attending meetings of the audit committee, risk committee, human resources and remuneration committee, nomination committee, and social
and ethics committee. Committee and trustee fees include, where appropriate, fees to be considered by shareholders at the annual general meeting on 25 August 2017 for
services as trustees of the group share-based schemes.
Non-executive directors are subject to regulations on appointment and rotation in terms of the companys memorandum of incorporation and the South African Companies Act.
101
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GOVERNANCE
The directors of Naspers (and their associates) had the following interests in Naspers N ordinary shares as at 31 March:
On 21 April 2017 Emilie Choi was appointed an independent non-executive director. Emilie holds no Naspers A or N ordinary
shares.There have been no further changes to the directors interests in the table above between the end of the financial year and
23June2017.
102
Naspers Limited integrated annual report 2017
Remuneration report (continued)
Annexure A
Long-term incentives
Awards released during the period 1 April 2016 to 31 March 2017
M R Sorour(2) MIH Holdings Share Incentive 19/09/2011 19/09/2016 11 128 R350.00 R175.85
Scheme (Naspers shares)
103
Naspers Limited integrated annual report 2017
GOVERNANCE
V Sgourdos MIH Services fz llc Share Trust 19/09/2011 19/09/2016 7 082 R350.00 R171.45
(formerly MIH (Mauritius) share
incentive scheme) (Naspers
shares)
MIH Services fz llc Share Trust 02/07/2012 02/07/2016 11 123 R436.83 R169.68
(formerly MIH (Mauritius) share
incentive scheme) (Naspers
shares)
MIH Services fz llc Share Trust 11/07/2013 11/07/2016 9 120 R770.00 R289.65
(formerly MIH (Mauritius) share
incentive scheme) (Naspers
shares)
B van Dijk MIH Services fz llc Share Trust 11/07/2013 11/07/2016 6 698 R770.00 R289.65
(formerly MIH (Mauritius) share
incentive scheme) (Naspers
shares)
MIH Services fz llc Share Trust 28/03/2014 28/03/2017 277 333 R1155.00 R503.76
(formerly MIH (Mauritius) share
incentive scheme) (Naspers
shares)
Naspers Global Ecommerce SAR 12/09/2014 12/09/2016 1493 226 US$15.58 US$4.48
104
Naspers Limited integrated annual report 2017
Nomination committee
for the year ended 31 March 2017
report
This is the report of the nomination Members of the committee and the meetings by invitation. The
committee for the financial year ended attendance at meetings committee held five meetings during
31 March 2017. The committee comprises a minimum the past financial year.
of three non-executive directors, the
The committee has a charter approved majority of whom are independent. The The names of the members who were
by the board. chair of the committee is the chair of in office during the financial year and
the board. The chief executive, financial the details of the committee meetings
director, and chief people officer attend attended by each of the members are:
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Naspers Limited integrated annual report 2017
GOVERNANCE
The purpose of this report is to outline Members of the committee and ofthe board, general manager: finance,
how the social and ethics committee has attendance at meetings head of risk management support and
discharged its responsibilities as set out The social and ethics committee internal audit, and group general counsel
insection 72 of the South African comprises non-executive and executive attend the meetings by invitation.
Companies Act No 71 of 2008, as directors, and certain key members of
amended (the Act), and regulation 43 of management. This committee met three The names of the members who were
the Companies Regulations 2011 (the times during the financial year. The inoffice during the financial year and
regulation), issued in terms of the Act. company secretary also acts as the thedetails of the committee meetings
secretary of the committee. The chair attended by each of the members are:
106
Naspers Limited integrated annual report 2017
Social and ethics
for the year ended 31 March 2017
committee report
(continued)
Discharge of responsibilities Overlap of responsibilities with other The committee recognises that the
The committee reviewed: board committees and how they areas within its mandate are evolving
Employment equity plans for its have been discharged. and that managements responses
South African businesses. A register that addresses our social toowill adapt to changes in the
Performance in regard to BEE as impact and business ethics and the environmental, social and governance
measured against the Department of statutory responsibilities of the agenda.
Trade and Industrys generic BBBEE committee associated with the South
scorecard. African companies, including The committee determined that,
Skills and other development combined assurance responses. duringthe financial year under review,
programmes aimed at the ithad discharged its legal and other
educational development of its Conclusion responsibilities as outlined in terms of
employees. The committee is of the view that the its remit, details of which are included
Employment philosophy and how it is group takes its environmental, social and inthe full corporate governance report
founded on promoting equality and governance responsibilities seriously. on www.naspers.com. The board
preventing unfair discrimination. Appropriate policies, plans and concurred with this assessment.
Labour practices and policies, and programmes are in place to contribute
how these compare to the ILO to social and economic development,
protocol on decent working good corporate citizenship,
conditions. environmental responsibility, fair labour Don Eriksson
Corporate social investment practices and good consumer relations. Chair: Social and ethics committee
programmes, including details of
donations and charitable giving. No substantive non-compliance with 23 June 2017
The progress of the South African legislation and regulation, or non-
businesses in addressing the adherence with codes of best practice,
principles of the UN Global relevant to the areas within the
Compactand OECD. committees mandate, has been brought
Consumer relationships, including to its attention. Based on its monitoring
thecompanys advertising, public activities to date, the committee has
relations, and compliance with noreason to believe that any such
consumer protection laws. non-compliance or non-adherence
hasoccurred.
107
Naspers Limited integrated annual report 2017
GOVERNANCE
Audit committee
for the year ended 31 March 2017
report
The audit committee submits this report, dealt with concerns or complaints on Approved audit fees and engagement
as required by section 94 of the South accounting policies, internal audit, the terms of the external auditor.
African Companies Act 71 of 2008 auditing or content of annual financial Determined the nature and extent
(theAct). statements, and internal financial ofallowable non-audit services and
controls, and approved contract terms for non-audit
Functions of the audit committee reviewed legal matters that could services by the external auditor.
The committee has adopted formal terms have an impact on the organisations Reviewed the JSEs report on the
ofreference, delegated by the board of financial statements. proactive monitoring of financial
directors, as set out in its charter. It has Reviewed external audit reports on statements.
discharged the functions in terms of its theconsolidated and separate annual
charter and the Act as follows: financial statements. Members of the audit committee
Reviewed the interim, provisional, Reviewed the board-approved internal and attendance atmeetings
annual financial statements and audit charter. The audit committee consists of the
integrated annual report, culminating Reviewed and approved the internal independent non-executive directors and
ina recommendation to the board to and external audit plans. meets at least three times per year in
adopt them. In the course of its review, Reviewed internal audit and risk accordance with its charter. All members act
the committee: management reports and, where independently as described in section 94 of
took appropriate steps to ensure the relevant, made recommendations to the Act. During the year under review four
financial statements were prepared theboard. meetings were held.The internal and
inaccordance with International Evaluated the effectiveness of risk external auditors, in their capacity as auditors
Financial Reporting Standards (IFRS) management, controls and governance to the group, attended and reported at all
and in the manner required by the processes. meetings of the audit committee.The group
Act Verified the independence of the risk management function was also
considered and, when appropriate, externalauditor, nominated represented.The chair of the board, chief
made recommendations on internal PricewaterhouseCoopers Inc. as auditor executive, financial director, general manager:
financial controls for 2017 and noted the appointment of finance, group general counsel and one of
Brendan Deegan as the designated auditor. the non-executive directors attend the
meetings by invitation.
The names of the members who were in office during the financial year and the details of the audit committee meetings attended
byeach of the members are:
108
Naspers Limited integrated annual report 2017
Audit committee
for the year ended 31 March 2017
report (continued)
The board and the nomination Confidential meetings In addition, the committee satisfied itself
committee unanimously recommend Audit committee agendas provide that the composition, experience and
toshareholders at the annual general forconfidential meetings between skills set of the finance function met the
meeting that the current committee committee members and the internal groups requirements.
members be re-elected. All audit and external auditors.
committee members served on the Discharge of responsibilities
committee for the full financial year. Independence of the The committee determined that, during
externalauditor the financial year under review, it had
Internal audit During the year the audit discharged its legal and other
The audit committee has oversight committeereviewed a representation responsibilities as outlined in terms of
ofthe groups financial statements and by the external auditor and, after its remit, details of which are included in
reporting process, including the system conducting its ownreview, confirmed the full corporate governance report
of internal financial control. Itis the independence of the auditor. on www.naspers.com. The board
responsible for ensuring that thegroups concurred with this assessment.
internal audit function is independent
Expertise and experience of
and has the necessary resources,
standing and authority in the the financial director and the
organisation to discharge its duties. finance function
Thecommittee oversees cooperation As required by the JSE Listings Don Eriksson
between internal and external auditors, Requirement 3.84(h), the audit Chair: Audit committee
and serves as a linkbetween the board committee has satisfied itself that the
of directors and these functions. The financial director has appropriate 23 June 2017
head of internal audit reports expertise and experience.
functionally tothe chair of the
committee and administratively to
thefinancial director.
109
Naspers Limited integrated annual report 2017
GOVERNANCE
Risk committee
for the year ended 31 March 2017
report
This is the report of the risk committee Monitoring implementation of the risk Members of the risk committee
for the financial year ended 31 March management policy and plan. and attendance atmeetings
2017. The committees purpose is to Making recommendations to the board The committee is appointed by the
assist the board to discharge its concerning risk indicators, levels of risk board.During the financial year, the risk
responsibilities with regard to the tolerance and appetite. committee consisted of three
governance of risk through formal Monitoring that risks are reviewed by independent non-executive directors, one
processes, including an enterprise-wide management and ensuring that risk non-executive director, as well as the chief
risk management process and system. management assessments are executive and financial director, and meets
performed regularly by management. at least three times per year in accordance
Purpose with its charter. The chair of the board,
We have integrated King III Further detail is included in the full general manager: finance, group general
recommendations, and these along with corporate governance report on counsel and the head of risk management
identified group requirements make up the www.naspers.com. support and internal audit attend the
overall function of the committee, being: meetings by invitation. During the year
Reviewing and approving the risk under review four meetings were held.
management policy and plan developed
by management.
The names of the members who were in office during the financial year and the details of the risk committee meetings attended by
each of the members are:
Subsequent to the year-end, Emilie Choi independent advice and to act as an Discharge of responsibilities
was appointed as a new member of the independent guardian to the risk The committee determined that, during
risk committee on 21 April 2017. All risk committee on PayU-related matters. the financial year under review, it had
committee members served on the PayUrisk advisory committee comprises discharged its responsibilities as outlined
committee for the full financial year. four executive members and three (or interms of its remit, details of which are
more) non-executive members. These included in the full corporate governance
Key areas of focus committees report to the Naspers report on www.naspers.com. The
The committee assists the board in riskcommittee. board concurred with this assessment.
recognising all material risks to which
thegroup is exposed and ensuring that An ongoing enterprise-wide risk The committee has presented the risk
the culture, policies and systems are assessment process supports the group. summary within the integrated annual
implemented and functioning effectively. This ensures risks are adequately report on page 26.
Management is accountable to the board identified, evaluated and managed at the
for implementing and monitoring the appropriate level in each business, and
processes of risk management and that their individual and joint impact on
integrating this into day-to-day activities. the Naspers group is considered. Internal
Risk committees are established at audit assists in evaluating the effectiveness Don Eriksson
MultiChoice and Media24. During of the risk management process and Chair: Risk committee
thefinancial year, a PayU risk advisory comments on this in its own assessment
committee was established by the report. 23 June 2017
riskcommittee to ensure that PayU
management receives external
110
Naspers Limited integrated annual report 2017
Shareholder and
corporate
information
111
Naspers Limited integrated annual report 2017
SHAREHOLDER AND CORPORATE INFORMATION
112
Naspers Limited integrated annual report 2017
Analysis of N ordinary shareholders at 31 March 2017
The following shareholders hold 5% and more of the N ordinary issued share capital of the company:
Name % of N ordinary shares held Number of N ordinary shares owned
Shareholders diary
Annual general meeting August
Reports
Interim for half-year to September November
Announcement of annual results June
Annual financial statements July
Dividend
Declaration August
Payment September
Financial year-end March
113
Naspers Limited integrated annual report 2017
SHAREHOLDER AND CORPORATE INFORMATION
Notice is hereby given in terms of A form of proxy, which includes the you hold Naspers A ordinary shares, the
theCompanies Act No 71 of 2008, as relevant instructions for its completion, is signed proxy must reach the registered
amended (the Act), that the 103rd annual attached for the use of holders of office of the company by nolater than
general meeting of Naspers Limited (the certificated shares and own name 11:15 on Wednesday 23August 2017 to
company or Naspers) will be held on the dematerialised shareholders who wish to allow for processing of such proxy. A form
17th floor of the Media24 Centre, be represented at the annual general of proxy is enclosed with this notice. The
40Heerengracht in Cape Town, South meeting. Completion of a form of proxy formof proxy may also be obtained from
Africa on Friday 25August 2017 at 11:15. will not preclude such a shareholder from the registered office of the company. All
attending and voting (in preference tothat other proxies must be handed to
Record date, attendance shareholders proxy) at the annual general thecompany secretary prior to the
andvoting meeting. commencement of the meeting.
The record date for the meeting (being
the date used for the purpose of Holders of dematerialised shares, other Purpose of meeting
determining which shareholders are than own name dematerialised The purpose of the meeting is: (i) to
entitled toparticipate in and vote at the shareholders, who wish to vote at the present the directors report and the
meeting) is 11 August 2017. annual general meeting, must instruct their audited annual financial statements of the
central securities depository participant company for the immediate preceding
Votes at the annual general meeting will (CSDP) or broker accordingly in the financial year, an audit committee report
be taken by way of a poll and not on a manner and cut-off time stipulated by and the social and ethics committee
show of hands. their CSDP or broker. report; (ii) to consider and, if approved, to
adopt with or without amendment, the
A shareholder entitled to attend and vote Holders of dematerialised shares, other resolutions set out below; and (iii)
at the meeting is entitled to appoint a than own name dematerialised toconsider any matters raised by the
proxy to attend, participate in and vote at shareholders, who wish to attend the shareholders of the company, with or
the meeting in the place of the annual general meeting in person, need to without advance notice to the company.
shareholder. A proxy need not be a arrange the necessary authorisation as
shareholder of the company. soon as possible through their CSDP or Electronic participation
broker. Shareholders entitled to attend and vote
Before any person may attend or at the meeting or proxies of such
participate in a shareholders meeting, that A shareholder may appoint a proxy at any shareholders shall be entitled to
person must present reasonably time. For practical purposes, the form participate inthe meeting (but not vote)
satisfactory identification and the person appointing a proxy and the authority by electronic communication. Should a
presiding at the meeting must be (ifany) under which it is signed, must shareholder wish to participate in the
reasonably satisfied that the right of that reach the transfer secretaries of the meeting byelectronic communication, the
person to participate and vote, either as a company (Link Market Services South shareholder concerned should advise the
shareholder, or as a proxy for a Africa Proprietary Limited, 13th floor, company thereof by no later than
shareholder, has been reasonably verified. Rennie House, 19 Ameshoff Street, 09:00onFriday 18 August 2017 by
Forms of identification include valid Braamfontein 2001 or PO Box 4844, submitting via registered mail addressed
identity documents, drivers licences and Johannesburg 2000) by no later than to the company (for the attention of
passports. 11:15 on Wednesday 23 August 2017 to MrsGillian Kisbey-Green) relevant contact
allow for processing of such proxy. Should details, as well as full details of the
114
Naspers Limited integrated annual report 2017
Notice of annual general meeting (continued)
shareholders title to securities issued by 1. To consider and accept the financial 4. To approve the appointment of
the company and proof of identity, in statements of the company and the Ms E M Choi as non-executive
the form of certified copies of identity group for the twelve (12) months director with effect from
documents and share certificates ended 31March 2017 and the 21April2017. Her abridged
(inthe case of materialised shares) and reports of the directors, the auditor curriculum vitae appears on
(in the case of dematerialised shares) and the audit committee. The page37 of this report and on
written confirmation from the summarised form of the financial thecorporate website on
shareholders CSDP, confirming the statements is attached to this www.naspers.com. The board
shareholders title to the dematerialised notice. unanimously recommends the
shares. Upon receipt of the required approval of the appointment of
information, the shareholder concerned A copy of the complete annual thedirector in question.
will be provided with a secure code and financial statements of the company
instructions to access the electronic for the financial year ended 5. To elect Messrs J P Bekker,
communication during the annual 31March 2017 can be obtained SJZPacak, T M F Phaswana,
general meeting. Shareholders must from www.naspers.com or on BJvander Ross and Prof
note that access to the electronic request during normal business RCCJafta, who retire by rotation
communication will be at the expense hours at Nasperss registered and, being eligible, offer themselves
of the shareholders who wish to utilise address, 40Heerengracht, Cape for re-election as directors of the
the facility. Town 8000 (contact person Ms company. Their abridged curricula
Yasmin Abrahams) and in vitae appear on pages 36 and 37
Integrated annual report Johannesburg at MultiChoice City, ofthis report and on the corporate
The integrated annual report of the 144 Bram Fischer Drive, Randburg website on www.naspers.com.
company for the year ended 31 March 2194 (contact person MrsToni
2017 is available on www.naspers.com Lutz). The board unanimously
or on request during normal business recommends that the re-election
hours at Nasperss registered address, 2. To confirm and approve payment ofdirectors in terms of resolution
40Heerengracht, Cape Town 8000 ofdividends in relation to the number 5 be approved by the
(contact person Ms Yasmin Abrahams) Nordinary and A ordinary shares shareholders of the company.
and in Johannesburg at MultiChoice of the company as authorised by
City, 144 Bram Fischer Drive, Randburg the board, after having applied the he appointment of the director in
T
2194 (contact person Mrs Toni Lutz). solvency and liquidity tests ordinary resolution number 4 and the
contemplated in the Act. re-election of directors in ordinary
Ordinary resolutions resolution number 5 will be conducted
In order for the ordinary resolutions 3. To reappoint, on the as a series of votes, each being for the
below to be adopted, the support recommendation of the companys candidacy of a single individual to fill
ofamajority of votes exercised by audit committee, the firm asingle vacancy, and in each vote to fill
shareholders present or represented by PricewaterhouseCoopers Inc. as a vacancy, each voting right entitled to
proxy at this meeting is required. independent registered auditor be exercised, may be exercised once.
Ordinary resolutions numbers 9 and 10 ofthe company (noting that
require the support of at least 75% of MrBDeegan is the individual 6. To appoint the audit committee
the total number of votes exercised by registered auditor of that firm who members as required in terms of
the shareholders present or will undertake the audit) for the the Act and as recommended by
represented by proxy at this meeting. period until the next annual general the King Code of Corporate
meeting of the company. Governance for South Africa 2009
(King III) (chapter 3).
115
Naspers Limited integrated annual report 2017
SHAREHOLDER AND CORPORATE INFORMATION
The board and the nomination 8. To place the authorised but unissued That a paid press announcement
committee are satisfied that the share capital of the company under giving full details, including the
companys audit committee members the control of the directors and to intended use of the funds, will be
are suitably skilled and experienced grant, until the conclusion of the next published at the time of any issue
independent non-executive directors. annual general meeting of the representing, on a cumulative basis
Collectively, they have sufficient company, an unconditional authority to within one year, 5% or more of the
qualifications and experience to fulfil the directors toallot and issue at their number of shares of that class in
their duties, as contemplated in discretion (but subject to the issue prior to the issue.
regulation 42 of the Companies provisions of the Act, plus the JSE The aggregate issue of any particular
Regulations 2011. They have a Limiteds stock exchange (JSE) Listings class of shares in any financial year
comprehensive understanding of Requirements and the rules of any will not exceed 5%(21 913 262) of
financial reporting, internal financial other exchange on which the shares the issued number of that class of
controls, risk management and of the company may be quoted or shares (including securities that are
governance processes within the listed from time to time, plus the compulsorily convertible into shares
company, as well as International memorandum of incorporation of the of thatclass).
Financial Reporting Standards (IFRS) company), the unissued shares of the That in determining the price at
and other regulations and guidelines company, on such terms and which an issue of shares will be
applicable to the company. They keep conditions and to such persons, made in terms of this authority, the
up to date with developments whether they be shareholders or not, discount at which the shares may be
affecting their required skills set. as the directors intheir discretion issued, may not exceed 10% of the
deem fit. weighted average traded price of
The board and the nomination the shares in question, as
committee therefore unanimously 9. Subject to a minimum of 75% of the determined over the thirty (30)
recommend Messrs D G Eriksson and votes of shareholders of the company business days prior to the date that
BJvanderRoss, and Prof R C C Jafta present in person or by proxy at the the price of the issue is determined.
for election to the audit committee. annual general meeting and entitled to That the shares will only be issued
Their abridged curricula vitae appear vote, voting in favour thereof, the to public shareholders as defined in
on pages 36 and 37 of this report directors be authorised and are the JSE Listings Requirements and
andon the corporate website on hereby authorised to issue unissued not to related parties.
www.naspers.com. The appointment shares of a class of shares already in
of the members of the audit issue in the capital of the company for 10. To approve amendments to the
committee will be conducted by way cash as and when the opportunity Naspers share incentive trust deed,
of a separate vote in respect of each arises, subject to the requirements of the MIH Services fz llc Share Trust
individual. the JSE, including the following: deed (formerly the MIH (Mauritius)
This authority shall not endure Limited share trust deed) and the
7. To endorse the companys beyond the earlier of the next MIH Holdings Share Trust deed
remuneration policy, as set out inthe annual general meeting of the (collectively the trust deeds) and the
remuneration report in the integrated company or beyond fifteen share schemes envisaged by such trust
annual report by way of anon-binding (15)months from the date of this deeds (collectively, the schemes).
advisory vote. meeting.
116
Naspers Limited integrated annual report 2017
Notice of annual general meeting (continued)
Resolved that the amendments to each In each of the trust deeds, the vesting of Furthermore, in each of the trust deeds,
of the trust deeds and the share awards is currently accelerated where a awards currently vest over a five-year
schemes envisaged by such trust deeds participant ceases employment due to period with vesting running from years
be and are hereby approved in the death, ill health, permanent disability, three to five of the vesting period. To
form of each amended trust deed, as retirement or retrenchment/ bring the schemes in line with market
laid before the meeting, with effect redundancy. The following changes are standards, it is proposed to change this
from the date of this resolution. proposed to the leaver provisions in period to a four-year vesting period
each of the trust deeds: with 25% of the award vesting each
Reason and effect of ordinary (i) Retrenchment/Redundancy: awards year.
resolution10 will no longer be accelerated.
Schedule 14 of the JSE Listings Participants will only be able to This ordinary resolution number 10 will
Requirements (Schedule 14) governs exercise awards that have already only be effective if passed by a majority
share option schemes and share vested on the termination date of of 75% or more of the votes cast by
incentive schemes involving the issue of their employment. In such instances, allshareholders present or represented
equity securities by issuers to, or for the participants will have 60 days by proxy, excluding any votes exercised
benefit of, employees and other following termination of in respect of any treasury shares held
persons involved in the business of the employment to exercise their bythe group and any shares held by
Naspers group (the group) and which vested awards. All unvested awards share schemes of the group.
result in a dilution of the shareholding and unexercised vested awards will
of equity securities holders in the issuer. lapse at the expiry of the 60-day The trust deeds will be made available
This includes the issue of equity period. The relevant trustee(s) will, for inspection by shareholders during
securities from the issuers authorised, however, retain the discretion to normal business hours at the companys
but unissued, share capital, as well as the accelerate vesting on a case-by-case registered address, 40 Heerengracht,
use of equity securities held as treasury basis. Cape Town 8000 (contact person
shares. Schedule 14 is applicable to the (ii) Mutual separation: this encapsulates MsYasmin Abrahams) and in
schemes and the trust deeds. The a new leaver event that is proposed Johannesburg at MultiChoice City,
schemes and the trust deeds were to be incorporated that will apply 144Bram Fischer Drive, Randburg 2194
originally approved in terms of on no fault termination, where a (contact person Mrs Toni Lutz) for a
Schedule14. participants employment period of not less than fourteen (14)
terminates as a result of an days prior to the annual general
The board proposes to amend the agreement between the employee meeting.
schemes and the trust deeds, in and the employer. In such instances,
particular certain leaver provisions and participants must exercise any Special resolutions
the vesting periods, in order to align vested awards prior to their The special resolutions set out on the
them with changing commercial realities employment ceasing and their following pages require the support of
and to bring them in line with market unvested awards and unexercised atleast 75% of votes exercised by
standards. These amendments will be vested awards will lapse on the shareholders present or represented by
effective on, and as from, the date on termination date of their proxy at this meeting in order to be
which they are approved by employment. adopted.
shareholders, and will relate to awards
made after such approval becomes
effective.
117
Naspers Limited integrated annual report 2017
SHAREHOLDER AND CORPORATE INFORMATION
The reason for and effect of special to a member of a related or interrelated thesubscription of any option, or any
resolutions numbers 1.1 to 1.13 is to corporation, pursuant to the authority securities, issued or to be issued by the
grant the company the authority to pay hereby conferred upon the board for company or a related or interrelated
remuneration to its directors for their these purposes. This authority shall include company, or for the purchase of any
services as directors. and also apply to the granting of financial securities of the company or a related
assistance to the Naspers share incentive orinterrelated company, pursuant to the
Each of the special resolutions numbers scheme, the other existing group administration and implementation of the
1.1 to 1.13 in respect of the proposed share-based incentive schemes (details of Naspers group share-based incentive
31March 2019 remuneration, will be which appear in the annual financial schemesin each instance on the terms
considered by way of a separate vote. statements for the year ended 31 March applicable to the Naspers group share-
2017) and such group share-based based incentive scheme in question.
Special resolution number 2 incentive schemes that are established in Details of these share-based incentive
That the board may authorise the future (collectively the Naspers group schemes are available online in the annual
company to generally provide any financial share-based incentive schemes) and financial statements.
assistance in the manner contemplated in participants thereunder (which may
and subject to the provisions of section 44 include directors, future directors, The reason for and effect of special
of the Act toa director or prescribed prescribed officers and future prescribed resolution number 2 is to approve
officer of the company or of a related or officers of the company or of a related or generally the provision of financial
interrelated company, or to a related or interrelated company) (participants) for assistance to the potential recipients as
interrelated company or corporation, or the purpose of, or in connection with, setout in the resolution.
118
Naspers Limited integrated annual report 2017
Notice of annual general meeting (continued)
Special resolution number 3 Nordinary shares in issue prior to A resolution has been passed by the
That the company, as authorised by the the acquisition, pursuant to which the board authorising the repurchase and
board, may generally provide, in terms aforesaid 3% threshold is reached, confirming that the company and its
of and subject to the requirements of and for each 3% in aggregate subsidiaries passed the solvency and
acquired thereafter, containing full liquidity test and that from the time
section 45 of the Act, any direct or that the test was done there have
indirect financial assistance to a related details of such acquisitions.
been no material changes to the
or interrelated company or corporation, Acquisitions of N ordinary shares in financial position of the group.
or to a member of a related or aggregate in any one financial year
interrelated corporation, pursuant to may not exceed 20% of the Before the general repurchase is
the authority hereby conferred upon companys N ordinary issued share effected, the directors, having
the board for these purposes. capital as at the date of passing of considered the effects of the
this special resolution. repurchase of the maximum number of
The reason for and effect of special In determining the price at which N ordinary shares in terms of the
resolution number 3 is to approve Nordinary shares issued by the foregoing general authority, will ensure
generally the provision of financial company are acquired by it or any of that for a period of twelve (12) months
assistance to the potential recipients as its subsidiaries in terms of this general after the date of the notice of the
set out in the resolution. authority, the maximum premium at annual general meeting:
which such N ordinary shares may The company and the group will be
Special resolution number 4 be acquired, will not exceed 10% of able, in the ordinary course of
That the company or any of its the weighted average of the market business, to pay their debts.
subsidiaries be and are hereby value at which such N ordinary The assets of the company and the
authorised to acquire N ordinary shares are traded on the JSE as group, fairly valued in accordance
sharesissued by the company from determined over the five (5) business with IFRS, will exceed the liabilities of
anyperson whosoever (including any days immediately preceding the date the company and the group.
director or prescribed officer of the of repurchase of such N ordinary The company and the groups
company or any person related to any shares by the company or any of its ordinary share capital, reserves and
director or prescribed officer of the subsidiaries. working capital will be adequate for
company), in terms of and subject to At any point the company may only ordinary business purposes.
the Act and in terms of the rules and appoint one agent to effect any
requirements of the JSE, being that: repurchase on the companys behalf. Additional information in respect of the
Any such acquisition of N ordinary The company and/or its subsidiaries following appears in the integrated
shares shall be effected through the may not repurchase any N ordinary annual report and in the annual financial
order book operated by the JSE shares during a prohibited period as statements, and is provided in terms of
trading system and done without any defined by the JSE Listings the JSE Listings Requirements for
prior understanding or arrangement. Requirements, unless a repurchase purposes of the general authority:
This general authority shall be valid programme is in place where dates Major shareholders.
until the companys next annual and quantities of shares to be traded Share capital of the company.
general meeting, provided that it during the prohibited period are fixed,
shallnot extend beyond fifteen and full details of the programme have Directors responsibility
(15)months from the date of been submitted to the JSE in writing statement
passingof this special resolution. prior to the commencement of the The directors, whose names appear in
An announcement will be published prohibited period. the list of directors contained in the
as soon as the company or any of its Authorisation for the repurchase is integrated annual report, collectively
subsidiaries have acquired N ordinary given by the companys
memorandum of incorporation. and individually accept full responsibility
shares constituting, on a cumulative for the accuracy of the information
basis, 3% of the number of
119
Naspers Limited integrated annual report 2017
SHAREHOLDER AND CORPORATE INFORMATION
pertaining to this special resolution interests of the company and its Ordinary resolution
number 4 and certify that, to the best of shareholders. 11. Each of the directors of the company
their knowledge and belief, there are no or the company secretary is hereby
facts that have been omitted that would The reason for and effect of special authorised to do all things, perform all
make any statement false or misleading, resolution number 4 is to grant the acts and sign all documentation
and that all reasonable enquiries to company the authority in terms of the Act necessary to effect the
ascertain such facts have been made and and the JSE Listings Requirements for the implementation of the ordinary and
that special resolution number 4 contains acquisition by the company, or a subsidiary special resolutions adopted at this
all relevant information. of the company, of the companys annual general meeting.
Nordinary shares.
Material changes Other business
Other than the facts and developments Special resolution number 5 To transact such other business as may be
reported on in the integrated annual That the company or any of its transacted at an annual general meeting.
report and annual financial statements, subsidiaries be and are hereby authorised
there have been no material changes in to acquire A ordinary shares issued by the By order of the board
the affairs or financial position of the company from any person whosoever
company and its subsidiaries since the (including any director or prescribed
date of signature of the audit report and officer of the company or any person
up to the date of this notice. related to any director or prescribed
officer of the company), in terms of and
The directors have no specific intention, at subject to the Act. G Kisbey-Green
present, for the company to repurchase Company secretary
any of its N ordinary shares during the The reason for and effect of special
year following this annual general meeting, resolution number 5 is to grant the Cape Town
but believe that such a general authority company the authority in terms of the Act 21 July 2017
should be put in place as circumstances for the acquisition by the company, or a
change in case an opportunity presents subsidiary of the company, of the
itself during the year, which isin the best companys A ordinary shares.
120
Naspers Limited integrated annual report 2017
Form of proxy
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 6315121003
(the company)
103rd annual general meeting of shareholders
For use by holders of certicated shares or own name dematerialised shareholders at the 103rd annual general meeting of
shareholders of the company to be held on the 17th oor of Media24 Centre, 40 Heerengracht, Cape Town, South Africa on
Friday 25 August 2017 at 11:15.
I/We (please print)
of
being a holder of certicated shares or
own name dematerialised shares of Naspers and entitled to votes, hereby appoint
(see note 1)
1. or, failing him/her,
2. or, failing him/her,
3. the chair of the annual general meeting as my/our proxy to act for me/us at the annual general meeting, which will be held
in the boardroom on the 17th oor, Media24 Centre, 40 Heerengracht in Cape Town on Friday 25 August 2017 at 11:15
for the purpose of considering and, if deemed t, passing, with or without modication, the resolutions to be proposed
thereat and at each adjournment or postponement thereof, and to vote for or against the resolutions and/or abstain from
voting in respect of the shares in the issued share capital of the company registered in my/our name(s) (see note 2) as
follows:
In favour of Against Abstain
Ordinary resolutions
1. Acceptance of annual nancial statements
2. Conrmation and approval of payment of dividends
3. Reappointment of PricewaterhouseCoopers Inc. as auditor
4. To confirm the appointment of E M Choi as a non-executive director
5. To elect the following directors:
5.1 J P Bekker
5.2 S J Z Pacak
5.3 T M F Phaswana
5.4 B J van der Ross
5.5 R C C Jafta
6. Appointment of the following audit committee members:
6.1 D G Eriksson
6.2 B J van der Ross
6.3 R C C Jafta
7. To endorse the companys remuneration policy
8. Approval of general authority placing unissued shares under the control of
the directors
9. Approval of general issue of shares for cash
10. Amendments to the deeds for the Naspers Share Incentive Trust, the MIH
Services fz llc Share Trust (formerly the MIH (Mauritius) Limited share trust)
and the MIH Holdings Share Trust
11. Authorisation to implement all resolutions adopted at the annual general
meeting
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Naspers Limited integrated annual report 2017
SHAREHOLDER AND CORPORATE INFORMATION
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Naspers Limited integrated annual report 2017
Notes to form of proxy
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Naspers Limited integrated annual report 2017
SHAREHOLDER AND CORPORATE INFORMATION
7. A vote cast or act done in accordance with the terms of a form of proxy shall be deemed to be valid despite:
the death, insanity, or any other legal disability of the person appointing the proxy, or
the revocation of the proxy, or
the transfer of a share in respect of which the proxy was given, unless notice as to any of the above-mentioned matters shall have
been received by the company at its registered ofce or by the chair of the annual general meeting at the placeof the annual
general meeting, if not held at the registered ofce, 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 thevote was cast.
8. The authority of a person signing the form of proxy:
8.1 under a power of attorney, or
8.2 on behalf of a company or close corporation or trust, must be attached to the form of proxy unless the full power of attorney
has already been received by the company or the transfer secretaries.
9. Where shares are held jointly, all joint holders must sign.
10. Dematerialised shareholders, other than by own name registration, must NOT complete this form of proxy and must provide their
central securities depository participant (CSDP) or broker of their voting instructions in terms of the custody agreement entered
into between such shareholders and their CSDP and/or broker.
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Naspers Limited integrated annual report 2017
Intern Warner Bros. Pictures
www.naspers.com