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We operate with integrity by applying appropriate corporate governance, risk policies and business practices

Governance and risk

Governance for a sustainable business

Naspers has a primary listing on the JSE Limited (JSE). The company is therefore subject to the Listings Requirements of the JSE, the guidelines in the King Code and Report on Corporate Governance for South Africa 2016 (King IV), as well as legislation applying to publicly listed companies in South Africa. Naspers also has a secondary listing of its American Depository Shares (ADSs) on the London Stock Exchange (LSE). In addition, a subsidiary, Myriad International Holdings B.V. has bonds, guaranteed by Naspers, which are listed on the Irish Stock Exchange.

Compliance with the JSE and applicable LSE listings requirements, and the Irish Stock Exchange listings requirements is monitored by the audit and risk committees of the board.

The board of directors conducts the group’s business with integrity by applying appropriate corporate governance policies and practices. 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.

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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 every-day 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.

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