STOCK EXCHANGE LISTINGS
During 2007 the company decided to delist its American Depositary Shares (ADSs) from NASDAQ and terminate registration of the ADSs with the Securities and Exchange Commission (SEC) in the USA. Naspers converted its American Depositary Receipt (ADR) programme into a Level I ADR programme. Its application to list its ADSs on the London Stock Exchange (LSE) was also successful. Level I ADRs are traded in the USA on an over-the-counter (OTC) basis. International investors are therefore able to buy and sell Naspers securities either through the Level I ADR OTC market, the LSE or the JSE.
CORPORATE GOVERNANCE AND SUSTAINABILITY
As corporate governance and sustainability are essential for stakeholders of the Naspers group, the board of directors aspires to conduct the group’s business with integrity. The board of directors is committed to applying appropriate corporate governance policies and practices in each company in the group.
Independent boards of directors, all of which have established their own governance practices and subcommittees that comply, as appropriate to the companies, with the necessary governance and regulatory requirements, govern several of Naspers’s subsidiaries.
For the ensuing financial year, Naspers will continue to evaluate areas where governance at a corporate and subsidiary level can be strengthened. The implications of new proposed Companies Bill in South Africa, as well as the King II code on Corporate Governance (currently under review) will also be analysed and appropriate steps taken.
Naspers prepared a sustainability report for the first time according to the Global Reporting Initiative (GRI) application level C. The document is available on our website (www.naspers.com).
Risk management
Managing risk plays a central role in the day-to-day operations of all our businesses. As an international multimedia group with business activities in various
countries, the group is exposed to a wide range of risks that may have serious consequences. The diversified nature of the group does, however, assist in spreading exposure.
The Naspers board, in conjunction with the boards of major subsidiary companies, is responsible for determining risk management and control procedures, as well as for evaluating the effectiveness of those procedures. The identification of risks and their management form part of each business unit’s business plan.
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million rand paid out to BEE participants
in
the Welkom Share Scheme |
Risk management functions have been established in the larger group companies and the process is subject to periodic review.
The following major risks are evident, among a wide range of related exposures:
- global political and market developments
- competition and technical innovations
- currency fluctuations
- legislation and regulations
- political and economic instability
- technology failures.
While these risks are mostly outside the board’s control, measures may be implemented to limit or prevent the effects.
Commitment to empowerment
Naspers supports the aim to incorporate previously disadvantaged communities into South Africa’s mainstream economy.
The Welkom Share Scheme, which was launched in 1999, matured in the 2007 financial year with every R1 000 invested yielding a return of R31 000. The total paid out to BEE (black economic empowerment) participants was R235 million.
Media24 successfully concluded a broad-based BEE share offer, Welkom Yizani, resulting in approximately 100 000 black people and groups indirectly owning 15% of Media24 Limited.
MultiChoice South Africa completed two successful empowerment transactions, Phuthuma Nathi and Phuthuma Nathi 2. These transactions were structured to be truly broad based. Approximately 120 000 black
people and groups now own indirectly 20% in aggregate
of MultiChoice South Africa Holdings (Proprietary) Limited.
A detailed corporate governance and sustainability review (including risk management) can be found here on the annual report.
DIRECTORS
In terms of the company’s articles of association, one-third of the non-executive directors retire annually and reappointment is not automatic. Prof G J Gerwel and Messrs J J M van Zyl and B J van der Ross, who retire by rotation at the annual general meeting, being eligible, offer themselves for re-election.
Mr J P Bekker was reappointed as chief executive for a fixed term of five years with effect from 1 April 2008, following his unpaid sabbatical of one financial year. Shareholders will be asked to consider the re-election of those directors who retire by rotation, and to approve the appointment of Mr J P Bekker as managing director at the upcoming annual general meeting, notice of which is contained in this annual report. The abridged curricula vitae of all the directors appear in the directorate of the annual report.
PEOPLE
Fast-moving markets demand that we are flexible and adapt quickly to rapid change. The group requires the right skills to meet the challenges in each of the markets in which we operate. We are proud of the contribution made by our people in so many countries. Over the past year they have shown character and enterprise to achieve most of the goals our businesses were set. We appreciate their dedication.
Finally, my thanks to my fellow board members for their guidance and support during what has been a busy year.
Ton Vosloo
Chairman |
