Naspers : King IV governance register (PDF)

Improving everyday life for millions of people…

King IV™ application report 2021

…by building leading consumer internet companies that address societal needs.

01

KING IV™ APPLICATION

Reference

PRINCIPLE 1: The governing body should lead ethically and effectively

Board members individually and collectively demonstrate integrity, competence, responsibility, accountability, fairness and transparency to provide effective leadership, which, together with management, assists in achieving strategic objectives. The board has adopted a stakeholder-inclusive approach in the execution of their governance role and responsibilities and act in such a way that the company is not steered in a direction which would adversely affect the natural environment, society or future generations.

The induction of new directors and ongoing training ensure directors have the necessary knowledge and competence to fulfil their duties with due care, skill and diligence. Adequate information is provided in the board and committee papers. Regular progress reports are provided to board members for the individual business units. At each board meeting, members are updated on new trends and technology.

The company secretary and group general counsel provide professional and independent guidance to the board collectively, and each director individually, on their duties and responsibilities, and draw their attention to relevant legislation and regulations.

Attendance of board and committee meetings indicate the high level of commitment from directors.

The board ensures proper disclosure of how it exercises its governance role. The board and its committees monitor financial, environmental, social and governance matters, as well as risks and opportunities.

Integrated annual report:

• Risks and opportunities management report.

Full corporate governance report:

• Risk committee report.
• The board:
• Conflicts of interest
• Role and function
• Evaluation
• Induction and development
• Meetings and attendance
• Group governance framework.

Applicable policies and governance elements:

• Code of business ethics and conduct
• Induction policy for new directors and summary of duties and liabilities of directors (Naspers board governance portal)
• Board charter.

PRINCIPLE 2: The governing body should govern the ethics of the organisation in a way that supports the establishment of an ethical culture

The Naspers board sets the tone at the top and oversees the management of ethics and, in particular, that it results in the outcomes envisaged by King IV™. Naspers values, code of business ethics and conduct (the Code) and related policies encompass Naspers's interaction with internal and external stakeholders and broader society. Naspers conducts its business dealings on the basis of compliance with applicable law, and proper regard for ethical business practices.

Management teams across the group understand and apply the Code and create and maintain awareness of the Code and whistleblower policy. Reference to the Code is included in the contracts of new employees of major subsidiaries, and in the induction process for new employees. The Code applies to the recruitment, performance evaluation and reward processes. Management teams are required to monitor adherence to the Code and apply a zero-tolerance policy to violations. Sanctions are in place and the necessary action is taken, which includes prosecuting to the fullest extent of the law when appropriate.

Reference to our ethical values is included in third-party contracts of some major subsidiaries. Contractors, agents and consultants who work with any group company are expected to follow the same standards of business conduct. Group companies may require specific steps to be taken, including, where appropriate, due diligence checks and specific contractual terms for certain types of contractors, agents and consultants.

Internal audit and risk support monitor OpenLine (Naspers's whistleblower facility operated by Navex). Where appropriate, internal audit and/or external forensic consultants investigate reported matters. Significant allegations and fraud are reported to the audit and risk committees. The social, ethics and sustainability committee receives reports on whistleblower activity and ethics. Internal audit and risk support provide the social, ethics and sustainability committee and human resources and remuneration committee with an assessment of the group's ethics performance annually.

Integrated annual report:

• Capital performance snapshot.

Full corporate governance report:

• Business ethics
• The board: role and function
• Social, ethics and sustainability committee report.

Applicable policies and governance elements:

• Code of business ethics and conduct
• Code of business ethics and conduct employee handbook
• Whistleblower policy
• MyAcademy training on code of business ethics and conduct, and whistleblowing
• Board charter
• Social, ethics and sustainability committee charter.

Naspers King IV™ application report 2021

02

KING IV™ APPLICATION

Reference

PRINCIPLE 3: The governing body should ensure that the organisation is and is seen to be a responsible corporate citizen

Naspers's sustainable development policy includes the responsibility for corporate citizenship. Naspers's purpose, values and strategy are aligned with the principles of responsible corporate citizenship.

Our diverse businesses manage numerous corporate citizenship initiatives affecting the workplace, economy, society and environment, including: broad-based black economic transformation (BBBEE) and employment equity performance for South African subsidiaries; local employment, health and safety laws; employee development opportunities (eg MyAcademy platform); responsible tax policy; fraud, anti-bribery and anti-corruption initiatives; initiatives to minimise impact on the environment; and corporate social investment initiatives contribute to the societies in which our businesses operate.

Every year we review our sustainability as part of our strategic planning. In the past two years we have progressively stepped up our planning in terms of sustainability and we are looking to continue with this in the years ahead. This builds on our long-term commitment as a group and also the different initiatives already underway across our diverse range of companies. As part of refining our sustainability strategy we will identify material sustainability risks and opportunities to Naspers and decide on our future focus areas.

The Naspers board oversees and monitors sustainability, assisted by the social, ethics and sustainability committee.

Integrated annual report:

• Sustainability review, operating responsibly, our people, the environment and society.

Full corporate governance report:

• Corporate citizenship
• Legal compliance
• The board: role and function
• Social, ethics and sustainability committee report.

Applicable policies and governance elements:

• Legal compliance policy and framework
• Anti-harassmentpolicy
• Anti-briberyand anti-corruption policy
• Competition compliance policy
• Sanctions and export controls policy
• Sustainable development policy
• Code of business ethics and conduct
• Naspers good governance guidelines
• Board charter
• Social, ethics and sustainability committee charter
• Group tax policy.

PRINCIPLE 4: The governing body should appreciate that the organisation's core purpose, its risks and opportunities, strategy, business model, performance and sustainable development are all inseparable elements of the value-creation process

The board is responsible for Naspers's performance by steering and providing strategic direction, and overseeing the adoption of strategy and plans (which originate from management). Annually, the board approves the strategy, objectives and business plans for the ensuing financial year. Management is responsible to implement the plans and is incentivised to do so through annual performance-related incentives linked to the group's objectives and strategy.

In approving the strategy, the board takes into account sustainability aspects in long-term planning, risks and opportunities, and legitimate and reasonable interests of material stakeholders.

The business plan covers short-term (one year), medium-term (three years) and longer-term aspects such as investing in technologies of the future. The board regularly assesses the asset portfolio. The business plan is a bottomup/topdown inclusive process. It focuses on the sustainability of the businesses, taking account of changing economic, competitive, technological and other market conditions.

The board oversees implementation of the strategy and business plan by management against agreed performance measures and targets. Performance is monitored via regular financial updates, business segment progress reports and presentations at board meetings.

Risk management is an integral part of the business. In its deliberations the board, assisted by its committees, considers the overall sustainability of the group from a 'people, profit and planet' perspective.

Integrated annual report:

• Chair's review
• Capitals performance snapshot.

Full corporate governance report:

• Corporate citizenship
• The board: role and function
• Social, ethics and sustainability committee report
• Remuneration report.

Applicable policies and governance elements:

• Sustainable development policy
• Board charter
• Social and ethics committee charter
• Business plan and budget.

Naspers King IV™ application report 2021

03

KING IV™ APPLICATION	Reference
PRINCIPLE 5: The governing body should ensure that reports issued by the organisation enable stakeholders to make informed assessments of its performance,
and its short-, medium- and long-term prospects
The chairs of the board's committees report to the board at each scheduled board meeting, keeping the board apprised of developments in terms of their mandates.	Integrated annual report
The audit committee, and ultimately the board, is responsible for overseeing Naspers's reporting and approving management's determination of reporting frameworks and basis for determining materiality.	The annual financial statements and BBBEE compliance
International Financial Reporting standards are used for financial reporting purposes in accordance with JSE Listings Requirements. The international integrated reporting framework (endorsed by King IV™) and	certificates can be found at www.naspers.com.
the Sustainable Development Goals are used in the preparation of the integrated annual report. The board, assisted by its committees, oversees the audit and integrated annual reporting process. General and	Full corporate governance report:
investor information is published on the corporate website (www.naspers.com) and, when necessary, on the Stock Exchange News Services (SENS).
•	The board: role and function
To assist the board in ensuring the integrity of the integrated annual report, the audit committee reviews this report prior to making a recommendation to the board for approval. The group's external auditor,	•	Audit committee report.
PricewaterhouseCoopers Inc., audits or reviews, as appropriate, external financial reporting and material non-financial information included in the integrated annual report. BBBEE scorecards are issued by	Applicable policies and governance elements:
EmpowerLogic for Naspers and its South African subsidiaries.
•	Board charter
		•	Audit committee charter.
PRINCIPLE 6: The governing body should serve as the focal point and custodian of corporate governance in the organisation
The board exercises its leadership and oversight role by annually approving the strategy and the business plan and overseeing implementation. Accountability for Naspers's performance is ensured by its	Integrated annual report:
financial reporting and integrated annual report, together with disclosure of general and investor information on the corporate website (www.naspers.com).	•	Our people (BBBEE)
The board's role, responsibilities, membership requirements and procedural conduct are documented in its charter, which it regularly reviews to guide its effective functioning.	The annual financial statements and BBBEE compliance
Board-approved policies set out the processes to be followed for:	certificates can be found at
•	Any of its members or committees to obtain independent, external professional advice at the cost of Naspers on matters within the scope of their duties.	www.naspers.com
•	Its non-executive members for requisitioning documentation from, and setting meetings with, management.	Full corporate governance report:
All board policies, and the board and committee charters are reviewed annually.	•	The board: meetings and attendance and conclusion
•	Audit committee report.
		Applicable policies and governance elements:
		•	Board charter
		•	Audit committee charter
		•	Obtaining independent professional advice policy
		•	Directors' right to access information policy
		•	Naspers website.

Naspers King IV™ application report 2021

04