Governance for a sustainable business
Naspers has its primary listing on the JSE’s stock exchange (NPN.SJ) and a secondary listing on A2X Markets (NPN.AJ) in South Africa. It is the largest South African company on the JSE. It also has a level 1 American Depository Receipt (ADR) programme which trades on an over-the-counter (OTC) basis in the US. Investors are therefore able to buy and sell Naspers securities on several markets. Naspers’s subsidiary, Prosus N.V. (Prosus), is listed on Euronext Amsterdam with secondary listings on the JSE Limited’s stock exchange (XJSE:PRX) and A2X Markets (PRX.AJ) and also has bonds listed on Euronext Dublin. Prosus also has ADRs that trade on an OTC basis in the US.
The board is the focal point for, and custodian of, the group’s corporate governance systems.
It conducts the group’s business with integrity and applies appropriate corporate governance policies and practices in the group.
The board, its committees, and the boards and committees of subsidiaries, are responsible for ensuring the appropriate principles and practices of King IV are applied and embedded in the governance practices of group companies.
A disciplined reporting structure ensures the board is fully apprised of subsidiary activities, risks and opportunities. All subsidiaries in the group are required to subscribe to the principles of King IV. Business and governance structures have clear approval frameworks.
Compliance with applicable laws and regulations is monitored by the audit and risk committees of the board.
Our aim is to keep abreast of regulatory developments, further enhance our governance standards, monitor and ensure compliance with relevant laws and regulations, and cultivate a thriving ethical culture in the different geographies in which the group operates. We also aim to maintain a high standard of reporting and disclosure, keeping in mind the best interests of our stakeholders, and disclosing what is relevant and critical to the sustainability of the group.
The board’s executive, audit, risk, human resources and remuneration, nomination, and social and ethics committees fulfil key roles in ensuring good corporate governance. 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.
More about governance
How we manage risk
In pursuing strategic opportunities and navigating related challenges, our philosophy is that managing risk is all about accepting risk in an intelligent manner, within the parameters approved by the board. Doing this well creates a competitive advantage and, ultimately, drives stakeholder value. As for the system of internal control, we acknowledge that no risk management system nor the combined assurance provided on risk levels and controls, gives us absolute certainty that we fully understand all risks or avoid any failure. We have experienced failures in the past and will likely face some misses in the future.
We therefore promote a risk management culture by which risk management is not seen as a separate process but integrated into everyday management and good governance. The responsibility for managing risk lies with the owner of risk: in most cases operational management, assisted by the finance function and, where considered useful in our businesses, specialised risk management and risk support functions.
Our risk acceptance process focuses on the potential impact of a risk, using our risk management framework, relative to our perceived vulnerability to this risk. Likelihood of occurrence and speed of risk consequences materialising are taken into account. For risks that we are not prepared to accept, we take action to reduce our vulnerability: dependent on the risk in various ways and to various extent. Wherever we find risk outside acceptable levels, we consider ways to avoid the risk altogether, eg by entering into an exit strategy.
Our risk management framework, system and processes draw on internationally recognised best business practices and frameworks. We promote effective spreading of knowledge and learnings on issues and good management practice between businesses within the group.
The board is kept updated on key risks and any developments thereon and ensures that adequate levels of assurance are provided on the residual level of significant risks versus their set tolerance levels through a combination of internal sources and independent assurance providers, including internal and external auditors.
More about our risk management can be found in the risk management policy.