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Governance report 2021

Our board	Naspers group	Governance for a	Report of the	Report of the human	Report of the
	governance framework	sustainable business	audit committee	resources and	nomination committee
				remuneration committee

Our		H		R		R
board		P*		P		P
	N		S		S
				Koos Bekker		Bob van Dijk		Basil Sgourdos
				68, South African and Dutch		48, Dutch		51, South African and Greek
A Audit committee
	Non-executive chair		Chief executive and executive director		Financial director and executive director
R Risk committee		Koos Bekker is the non-executive chair of the board. He led		Bob van Dijk is our chief executive and an executive		Basil Sgourdos is our financial director and an executive
S Naspers social, ethics and sustainability committee		the founding team of the M-Net/MultiChoicepay-television		director. He was appointed chief executive of Naspers in		director. He was appointed financial director of Naspers in
				business in 1985 and led its international expansion. He		April 2014. He joined the group as Allegro group chief		July 2014. He worked at PricewaterhouseCoopers Inc. from
P	Projects committee
	was also a founder of MTN, the multinational mobile		executive officer in August 2013 and was promoted to chief		1989 to 1994. He then joined Naspers as finance manager
N Nomination committee		telecommunications company. In 1997, he became chief		executive officer of global transactions ecommerce in		of the South African operations division in MultiChoice
				executive of Naspers and headed the transition to the		October 2013. He has over 15 years of general		before being appointed chief financial officer of Naspers's
H Human resources and remuneration committee		internet until 2014. A year later, he was appointed chair of		management experience in online growth businesses		investment in United Broadcasting Corporation plc, listed
				the Naspers board. He holds a BAHons and an honorary		globally, spanning the online marketplaces, online		on the stock exchange of Thailand, where he remained for
	Executive
		doctorate in commerce from Stellenbosch University, an LLB		classifieds and etail segments. Prior to that he was a		10 years. He then spent two years in Amsterdam as
	Non-executive		from the University of the Witwatersrand and an MBA from		founder of an online financial derivatives marketplace. In		general manager of video-entertainment business
				Columbia University, New York. Koos and his wife Karen		June 2020, Bob was appointed to the board of Booking		development globally before becoming financial director of
	Independent non-executive
		also created the estates Babylonstoren in the Cape and		Holdings Inc. at its annual general meeting. He started his		MIH Holdings Proprietary Limited in January 2009. He held
*	Chair		The Newt in Somerset in the United Kingdom.		career at McKinsey & Company, focusing on mergers and		this position until his current appointment. He is a qualified
						acquisitions, and media. He holds an MBAHons from		South African chartered accountant and holds a BCom from
						Insead and MSc (cum laude) in econometrics from Erasmus		the University of the Witwatersrand and BAccHons from the
						University, Rotterdam.		University of South Africa.
	R				A		A
	H
Emilie Choi		Don Eriksson		Angelien Kemna		Manisha Girotra
42, American		76, South African		63, Dutch		51, Indian
Independent non-executive director		Former independent non-executive director		Independent non-executive director		Independent non-executive director
Emilie Choi is an independent non-executive director. She		Don Eriksson served as an independent non-executive		Angelien Kemna is an independent board member and		Manisha Girotra is an independent non-executive director.
serves as chief operating officer at Coinbase Inc., the		director for a number of years. He is chair of Oakleaf		chair of the audit committee of Friesland Campina, senior		She is the chief executive officer of Moelis India. She has
world's largest regulated cryptocurrency exchange. She		Insurance Company Limited and Renasa Insurance		independent board member of AXA Investment Managers		over 25 years of investment banking experience, with
oversees operations in seven countries across three		Company Limited. On 11 June 2020, he retired from the		and independent director and member of the audit		cross-border M&A expertise across a range of industries.
continents. Since joining Coinbase in early 2018, she has		board of MultiChoice Group and other MultiChoice		committee of AXA Group and independent board member		Prior to Moelis & Company, she was chief executive officer
overseen more than 10 acquisitions and 50 venture		companies. He served on the council of the Institute of		and chair of the risk committee of NIBC Holding. She was		and country head of UBS AG in India, managing its
investments. Prior to that, she spent over eight years at		Directors of South Africa (IoDSA) for a number of years and		previously a member of the executive board of APG Group		investment bank, commercial bank, markets, equity
LinkedIn Corporation as vice president of corporate		is an honorary life member. He is also a trustee for the		in the Netherlands, first as chief investment officer and then		research and wealth management divisions. Before that,
development and led all M&A deals in the company's		Discovery Health Medical Scheme. He was a partner at		chief finance and risk officer. In addition, she was part-time		she was head of North India of Barclays Bank plc. She
history, including its biggest deal to date, Lynda, as well as		Coopers & Lybrand (now PricewaterhouseCoopers Inc.) and		professor in corporate governance at Erasmus University,		began her investment banking career at ANZ Grindlays in
leading a number of joint ventures in China. She has also		an executive director of the Commercial Union group (CGU		Rotterdam. She holds an MSc in operations research and a		London. She serves on the boards of Ashok Leyland Limited
worked in corporate development and strategy roles at		Insurance Company (SA) Limited, Commercial Union Life		PhD in finance from Erasmus University. She was a visiting		and Jio Payments Bank Limited. She holds a BAHons in
Warner Bros Entertainment Inc. and Yahoo Inc. She serves		Insurance Company Limited and Sentrasure Limited). He is		scholar at Sloan School MIT (Boston, USA).		economics from St Stephen's College, India and a masters
on the board of ZipRecruiter Inc., a marketplace for		a qualified South African chartered accountant and holds a		Angelien has been nominated for appointment as a		in economics from the Delhi School of Economics.
jobseekers and employers. She holds an MBA from the		certificate in the theory of accountancy from the University
		non-executive director of Prosus at the annual general
Wharton School of the University of Pennsylvania and a BA		of the Witwatersrand. He retired from the Naspers and
		meeting to be held on 24 August 2021.
in economics from Johns Hopkins University.		Prosus boards and committees effective from 1 April 2021.

Report of the	Report of the social, ethics
risk committee	and sustainability
	committee
N

Hendrik du Toit

59, South African and British

Lead independent non-executive director

Hendrik du Toit is an independent non-executive director. Hendrik is founder and chief executive officer of Ninety One. He entered the asset management industry in 1988 and joined Investec Group in 1991, founding Investec Asset Management which rebranded to Ninety One in 2020. He also served as joint chief executive officer of the Investec Group from October 2018 until the demerger and listing of Ninety One in March 2020. Hendrik is a World Benchmarking Alliance ambassador. Previously, he served as a non-executive director of the Industrial Development Corporation of South Africa. He has also served on the advisory boards of the Sustainable Development Solutions Network, the expert board of HM Treasury's Belt and Road Initiative, the UN business and human security initiative, the Impact Investing Institute and commissioner of the Business and Sustainable Development Commission. Hendrik holds an MPhil in economics and politics of development from Cambridge University and an MCom in economics (cum laude) from Stellenbosch University.

H*

N

Craig Enenstein

52, American

Independent non-executive director

Craig Enenstein is an independent non-executive director. He is also the chief executive officer of Corridor Capital LLC, an operationally intensive private equity firm focused on the lower-middle market. Founded by Craig in 2005, Corridor Capital is based in Los Angeles, USA. He is a member of the Wharton School of the University of Pennsylvania executive board. He holds an MBA in finance from the Wharton School of Business of the University of Pennsylvania, MA in international studies from the Lauder Institute, University of Pennsylvania and a BA from the University of California, Berkeley.

Naspers Governance report 2021

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Our board	Naspers group	Governance for a	Report of the	Report of the human	Report of the
	governance framework	sustainable business	audit committee	resources and	nomination committee
				remuneration committee

Our board continued	A	S
		R
		N*
		S
		P
		Rachel Jafta	Nolo Letele	Ying Xu
		60, South African	71, South African	57, Chinese
A Audit committee
Independent non-executive director	Non-executive director	Independent non-executive director
R Risk committee	Rachel Jafta is an independent non-executive director. She	Nolo Letele is a non-executive director. He joined M-Net in	Ying Xu is an independent non-executive director. She is the
S Naspers social, ethics and sustainability committee	is a professor in economics at Stellenbosch University. She	1990 and pioneered MultiChoice's expansion outside South	president of Wumei Technology Group (Wumei or Wumart),
		joined Naspers as a director in 2003 and was appointed a	Africa. In 1995, he moved to the Republic of Ghana, where	a technology-driven retailer in China. Deeply engaged in
P	Projects committee
director of Media24 in 2007. She is a member of the South	he served as MultiChoice's West African regional general	the retail business for 15 years, she has strong insight and
N Nomination committee	African Economic Society, chair of the Cape Town Carnival	manager. In 1999, he was appointed chief executive officer	knowledge of consumers in China, especially in online and
		Trust, member of the management committee of the Bureau	of MultiChoice South Africa Holdings Proprietary Limited	offline retail. Prior to joining Wumei, she was vice president
H Human resources and remuneration committee	for Economic Research at Stellenbosch University and	and later served as the MultiChoice group chief executive	of LG (a joint venture) at Tianjin International Trust &
		member of the international advisory board of Fondação	officer until 2010, when he was appointed executive chair of	Investment. She holds a BA in English from Tianjin University,
	Executive
	Dom Cabral Business School, Brazil. She was appointed	MultiChoice South Africa. He is currently non-executive	China and an MBA from Meinders School of Business,
	Non-executive	chair of the Media24 board in April 2013 and chairs its	chair. He has won several awards including Media Man of	Oklahoma City University, US.
		nomination committee. She is also a director of Naspers	the Year in 2001 (Saturday Star-Business Report); Media
	Independent non-executive
	Beleggings (RF) Limited. She holds an MEcon and a PhD	Owner of the Year in 2003 (Financial Mail Adfocus);
*	Chair	from the University of Stellenbosch.	and the Lifetime Africa Achievement Prize for media
			development in Africa (Millennium Excellence Foundation).
			He holds a BScHons in electronic engineering from the
			University of Southampton.

S

A

P

S

P

R

Debra Meyer	Steve Pacak	Mark Sorour	Ben van der Ross
54, South African	66, South African	59, South African	74, South African
Independent non-executive director	Non-executive director	Non-executive director	Independent non-executive director
Debra Meyer is an independent non-executive director. She	Steve Pacak is a non-executive director. He began his	Mark Sorour is a non-executive director. He joined the	Ben van der Ross is an independent non-executive director.
is a professor of biochemistry and executive dean of the	career with Naspers at M-Net in 1988 and has held various	Naspers group in 1994, leading business development and	He was chair of Strategic Real Estate Management
faculty of science at the University of Johannesburg. She	executive positions in the Naspers group. He was	corporate finance globally. After assignments in Hong Kong	Proprietary Limited, managers of the Emira Property Fund.
has completed modules in media strategy and academic	appointed an executive director of Naspers in 1998 and	and Amsterdam, he was responsible for all global	He served on the boards of, among others, Distell Limited,
leadership at Harvard University and the Gordon Institute	non-executive director in January 2015. He retired as	investment activities as the Naspers group chief investment	FirstRand Limited, Lewis Group Limited, Pick n Pay Holdings
of Business Science, University of Pretoria and regularly	Naspers's financial director in June 2014 and remained on	officer. In March 2018, he retired after over 20 years with	Limited and MMI Holdings Limited. He is also a director of
contributes to several newspapers and magazines. She	the Naspers board as non-executive director. He is a	the Naspers group but remained on the board as a	Naspers Beleggings (RF) Limited. He is an attorney of the
serves as a trustee or board member for a number of	qualified South African chartered accountant and holds a	non-executive director. He is a qualified South African	High Court of South Africa and holds a diploma in law from
organisations. She is also a director of Naspers Beleggings	BAcc from the University of the Witwatersrand.	chartered accountant.	the University of Cape Town.
(RF) Limited. She holds an MSc in biochemistry from the
University of Johannesburg and a PhD in biochemistry and
molecular biology from the University of California, Davis,
which she attended as a Fulbright scholar.

Report of the	Report of the social, ethics
risk committee	and sustainability
	committee

H

N

Roberto Oliveira de Lima

70, Brazilian

Independent non-executive director

Roberto Oliveira de Lima is an independent non-executive director. He developed his career at companies like Accor S.A., Rhone Poulenc S.A. (now part of Sanofi S.A.) and Compagnie de Saint-Gobain S.A. in the information technology and finance areas. He was chair and chief executive officer of Credicard Group (a Citigroup company), chief executive officer of Vivo S.A., the largest mobile telecommunications company in Brazil (a Telefónica SA and Portugal Telecom company), chair of Publicis Brazil and president of Natura S.A. He was previously a board member of Edenred S.A. in France, Pão de Açúcar S.A. (Casino), Natura S.A. and BR Distribuidora (Petrobras company) in Brazil. He is a board member of RNI Negócios Imobiliários S.A. and AES Tietê SA. In April 2019, he left the board of Telefônica Brasil S.A. after 14 years, having served six of those years as president and chief executive officer and eight years as a board member as well as quality and services committee member. He holds a BA and an MA in business management from Fundação Getúlio Vargas in Brazil and an MA from Institut Superieur des Affaires at Jouy en Josas, France.

S

Cobus Stofberg

70, South African and Dutch

Non-executive director

Cobus Stofberg is a non-executive director. He was a member of the founding team of the M-Net/MultiChoicepay-television business in 1985. He served as chief executive officer of the group from 1997 to 2011 and has been instrumental in the expansion of the Naspers group. Prior to joining M-Net, he was a partner at Coopers & Lybrand (now PricewaterhouseCoopers Inc.). He is a qualified South African chartered accountant and holds a BComLaw and LLB from Stellenbosch University and BComptHons from the University of South Africa.

Naspers Governance report 2021

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Our board	Naspers group	Governance for a	Report of the	Report of the human	Report of the	Report of the	Report of the social, ethics
	governance framework	sustainable business	audit committee	resources and	nomination committee	risk committee	and sustainability
				remuneration committee			committee

Naspers group governance framework

Ultimately, we report to stakeholders in the integrated annual report and other releases

Board Supported by company secretary/ governance framework

Board

Board committees

Supported

by company secretary/ governance framework

Audit	Risk	Human resources	Nomination	Naspers social, ethics
Finance policies and group levels	Management of information	and remuneration	Board diversity	and sustainability
of authority, combined assurance,	Management of technology	Remuneration	Board and board committee	Organisational ethics
internal and external audit	Management of risk
Ethical business culture		Corporate citizenship
	Compliance management
			and sustainability
				Stakeholder relationships

Management and group support functions

				Group support functions
				- Human resources	- Public relations
Management	Group	and		and remuneration	- Corporate communications
Governance	- Legal and compliance	- Investor relations
of operating	segment
committee	- Data privacy	- Internal audit and risk
business	management
	- Intellectual property	support
				- Tax	- Finance
					- ML

Underlying	Values	Code of business ethics	Strategy	Various charters	Good
framework		and conduct		and policies	governance guidelines
foundation

Naspers Governance report 2021

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Our board	Naspers group	Governance for a	Report of the	Report of the human	Report of the	Report of the	Report of the social, ethics
	governance framework	sustainable business	audit committee	resources and	nomination committee	risk committee	and sustainability
				remuneration committee			committee

Governance for a sustainable business

Overview of governance at Naspers

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 organisational culture in the different geographies in which we operate. 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 important to the sustainability of the group.

Listing and regulatory environment

Improved chief executive and financial director assurance process

We recognise the value of an integrated approach to assurance and compliance. The adopted governance, risk and compliance framework is the basis for how we manage governance.

As part of this framework, this year we embarked on a process to strengthen our CEO/CFO certification in order to ensure that business practices and procedures are aligned to what the group expects of its subsidiaries. This revised process ensures that assurance can be obtained from the businesses and segments in the group regarding the manner and extent to which they comply with the group's governance

Koos Bekker

Chair: Naspers

'We are committed to ensuring high standards of corporate governance are maintained around the group.'

This section is structured as follows:

Overview of governance at Naspers Provides a high-levelview of governance in the group and key focus areas this year.

The board and committees

Details of the composition and roles of the board and its committees together with meeting attendance.

Culture, ethics and compliance

The importance of culture and how it is led from the top. Ethics and compliance are fundamental to strong governance.

Relations with shareholders and investors Includes the annual general meeting.

Naspers has a primary listing on the JSE Limited (JSE) and a secondary listing on A2X Markets in South Africa. It is therefore subject to the JSE Listings Requirements, guidelines in the King IV Report on Corporate Governance for South Africa, 2016 (King IVTM)1, as well as legislation for publicly listed companies in South Africa. Naspers has a secondary listing of its American Depository Receipts (ADRs) on the London Stock Exchange (LSE). In addition, Prosus N.V. (Prosus) has bonds that are listed on Euronext Dublin.

Governance structure

The governance structures of Naspers and Prosus substantially mirror each other. Naspers and Prosus have an identical one-tier board structure of executive and non-executive directors. Executive directors are responsible for the group's day-to-day management, which includes formulating its strategies and policies and setting and achieving its objectives. Non-executive directors supervise and advise executive directors. Each director has a duty to the company to properly perform their assigned duties and to act in its corporate interest.

1 Institute of Directors in Southern Africa NPC (IoDSA) owns all copyright and trademarks for King IV.

standards.

The CEO/CFO certification broadly covers areas such as financial, tax, culture of ethics and compliance, sustainability, risk management, health and safety, technology and information governance, assurance, internal audit, internal controls, stakeholders and remuneration - each of these being key areas of focus for the group.

This revised process, together with the other formalised reporting obligations, gives assurance to the group chief executive and financial director to allow them to make the statements required in terms of the revised JSE Listings Requirements.

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