Details of directors at 31 March 2011 are set out here.
Naspers has a unitary board, which fulils oversight and controlling functions. The board charter sets out the division of responsibilities. The majority of board members are non-executive directors and independent of management, to ensure that no one individual has unfettered powers of decision-making and authority. The roles of chair and chief executive are separate.
Mr Boetie van Zyl acts as lead director in all matters not dealt with by the independent non- executive chair.
At 31 March 2011 the board comprised 11 independent non-executive directors, one non- executive director and two executive directors, as deined under the Listings Requirements of the JSE. Five directors (36%) are from previously disadvantaged groups and three directors (21%) are female. These igures are above the average for JSE-listed companies.
The chair is an independent non-executive director. He guides the board and ensures it is eficient, focused and operates as a unit. The responsibilities of the chair include:
- Provide overall leadership to the board without limiting the principle of collective responsibility for board decisions, while being aware of individual duties of board members.
- In conjunction with the chief executive, represent the board in communicating with shareholders, other stakeholders and, indirectly, the general public.
- Assisted by the board, its subcommittees and the boards and subcommittees of subsidiary companies, ensure the integrity and effectiveness of the governance process.
- Maintain regular dialogue with the group’s chief executive on operational matters and consult with other board members on any matter of concern.
- In consultation with the company’s chief executive and secretary, ensure appropriate content and order of the agendas of board meetings and that members of the board receive documentation promptly.
- Ensure board members are properly informed on issues arising from board meetings and that relevant information is submitted.
- Act as facilitator at board meetings to ensure a sound low of opinions. The chair ensures adequate time is scheduled for discussions, and that these lead to conclusions.
- Monitor how the board works together and how individual directors interact at meetings. The chair meets with directors annually to evaluate their performance.
- Preapprove all dealings in Naspers shares by directors of the company and its major subsidiaries (as defined in the JSE Listings Requirements).
The Chief Executive
The chief executive reports to the board and is responsible for the day-to-day business of the group and implementation of policies and strategies approved by the board. Chief executives of the various businesses assist him in this task. Board authority conferred on management is delegated through the chief executive, against approved authority levels.
The functions and responsibilities of the chief executive include:
- Developing the company’s strategy for consideration and approval by the board.
- Developing and recommending to the board the annual business plan and budget that support the company’s long-term strategy.
- Monitoring and reporting to the board on the performance of the company.
- Establishing an appropriate organisational structure for the company to execute its strategic planning.
- Recommending/appointing the executive team and ensuring proper succession planning and performance appraisals.
- Ensuring the company complies with relevant laws, corporate governance principles, business ethics and appropriate best practice.
Orientation and Development
An induction programme is held for new members of the board and key committees, tailored to the needs of individual appointees. This involves industry and company-specific orientation, such as meetings with senior management to facilitate an understanding of operations. Board members are also exposed to the main markets in which the group operates. The company secretary assists the chair with the induction and orientation of directors, and arranges specific training if required.
The company will continue director development to build on expertise and develop an understanding of the businesses and main markets in which the group operates. During the past year Prof Debra Meyer attended a media course at Harvard.
Conflicts of Interest
Potential conﬂicts are appropriately managed to ensure candidate and existing directors have no conflicting interests between their obligations to the company and their personal interests. Any interest in contracts with the company must be formally disclosed and documented. Directors must also adhere to a policy on trading securities of the company.
Individual directors may, after consulting with the chair or chief executive, seek independent professional advice, at the expense of the company, on any matter connected with discharging their responsibilities as directors.
Role and Function of The Board
The board has adopted a charter setting out its responsibilities as follows:
- Determine the company’s purpose and key objectives.
- Determine the group’s values and incorporate these into the code of business ethics and conduct; ensure compliance with these codes is integrated in the operations of the group.
- Provide strategic direction to the company, take responsibility for the adoption of strategic plans.
- Monitor the company’s social, environmental and financial performance.
- Monitor compliance with key laws, codes and standards.
- Identify material stakeholders and monitor management’s process of engaging.
- Approve the annual business plan and budget compiled by management, take cognisance of sustainability aspects.
- Retain effective control of the company and monitor management’s implementation of the approved annual budget and business plan.
- Oversee preparation of and approve the annual inancial statements (for adoption by shareholders), interim, provisional and integrated annual reports (as reviewed by the audit committee) and ensure their integrity and fair presentation.
- Consider and, if appropriate, declare the payment of dividends to shareholders.
- Evaluate the viability of the company and the group as a going concern, and properly record this evaluation.
- Determine the selection and orientation of directors.
- Appoint the chief executive and inancial director, and ensure succession is planned.
- Establish appropriate subcommittees with clear terms of reference and responsibilities.
- Appoint the chair of the board and its subcommittees.
- Annually evaluate performance and effectiveness of directors, the board as a whole and its subcommittees.
- Ensure the company governs risk adequately through risk management systems and processes, which allow the board to set tolerance levels.
- Ensure there is effective risk-based internal audit, which allows it to report on the effectiveness of the company’s system of internal controls in its integrated annual report.
- Define levels of delegation for specific matters, with appropriate authority delegated to subcommittees and management.
- Determine the company’s communication policy.
- Communicate with shareholders and relevant stakeholders appropriately.
- Ensure processes are in place to resolve disputes. Alternative dispute resolution will be considered where appropriate.
- Annually review the charters of the group’s significant subsidiary companies’ boards, and their self-assessment of compliance with these to establish if the Naspers board can rely on the work of the subsidiary companies’ boards.
- Review annually the charters of subcommittees of the board.
Board Meetings and Attendance
The board meets at least four times a year, or as required. The executive committee attends to matters that cannot wait for the next scheduled meeting. The board held ive meetings in the past financial year. Independent, non-executive directors meet at least once annually without the chief executive, financial director and chair present, to discuss the performance of these individuals.
The company secretary acts as secretary to the board and its subcommittees and attends all meetings. Details of attendance at meetings are provided here.
The nomination committee carries out the annual evaluation process. The performance of the board and its subcommittees, as well as the chair of the board, against their respective mandates in terms of the board charter and the charters of its subcommittees, is appraised. The subcommittees perform self-evaluations against their charters for consideration by the board.
In addition, the performance of each director is evaluated by the other board members, using an evaluation questionnaire. The chair of the nomination committee discusses the results with each director and agrees on any training needs or areas requiring attention by that director. Where a director’s performance is not considered satisfactory, the board will not recommend his/her re-election.
A consolidated summary of the evaluation is reported to and discussed by the board, including any actions required. The lead independent director leads the discussion on the performance of the chair, with reference to the results of the evaluation questionnaire, and provides feedback to the chair.
The annual evaluation process showed that the board and its subcommittees had functioned well and discharged their duties as per the mandates in their charters. Furthermore, the independence of each director was evaluated. The board determined that although some directors had served as members for nine years or longer, they all demonstrated that they were independent in character and judgement and there were no relationships or circumstances that were likely to affect or could appear to affect their independence.