This code applies to all directors and employees in the group. Ensuring that group companies adopt appropriate processes and establish supporting policies and procedures is an ongoing process. Specific policies and procedures that address key ethical risks, such as managing conflicts of interests, the acceptance of inappropriate gifts and the like, are key focuses. Effective communication of and training on the code of business ethics is a priority.

The human resources committee acts as the overall custodian of the business ethics management process and monitors compliance with the group’s code. The disciplinary codes and procedures of the various companies are used to ensure compliance with the policies and practices that underpin the overall code of business ethics. Unethical behaviour by senior staff members is reported to the human resources committee, as well as the manner in which the company’s disciplinary code was applied in this respect.

Naspers is committed to conducting its business with integrity. This commitment is captured in our integrity chain, which expresses the guiding principles. The group expects all directors and employees to share its commitment to business ethics and legal standards.

REMUNERATION PHILOSOPHY

Non-executive directors receive annual remuneration as opposed to a fee per meeting. This recognises the ongoing responsibility of directors for the efficient control of the company. This remuneration is augmented by compensation for services on the subcommittees of the board and boards of subsidiaries. A premium is payable to the chair of the board, as well as to the chairs of the subcommittees.

The remuneration in question is reviewed annually, with reference to competitors and companies that have a dual listing on the JSE and an overseas securities exchange. Independent advice is acquired to review directors’ remuneration. This remuneration is not linked to the company’s share price or performance. Non-executive directors do not qualify for participation in the group’s share-based incentive schemes. The board annually recommends the remuneration of non-executive directors for approval by shareholders.

In remunerating executives, the group aims to attract, motivate and retain competent and committed leaders in its drive to create sustainable shareholder value. We aim to recognise top performance and attract entrepreneurs to further grow the value of the group. The remuneration philosophy for executives strives to meet this objective. Accordingly, the focus of the policy is not primarily on the guaranteed annual remuneration package, but on individual incentive plans linked to the creation of shareholder value.

Remuneration packages are monitored and compared with reported annual figures for comparable positions to ensure they are fair and compatible. Executives have an annual bonus scheme, provided that strategic and operational objectives are met or surpassed. As long-term incentives, executives typically participate in share-based incentive schemes in respect of Naspers N shares and, in appropriate instances, shares or stock appreciation rights in their respective subsidiaries. These awards normally vest over a period of four or five years.

The fees for non-executive directors for the past year, as well as the remuneration packages of executive directors, are published here.