THE BOARD
Composition
The details of directors at 31 March 2008 are set out here of this annual report.
Naspers has a unitary board structure, which fulfils an
oversight and controlling function. The board has a charter
evidencing a clear division of responsibilities. The majority
of board members are non-executive directors, who are
independent of management, to ensure that no one
individual has unfettered powers of decision-making and
authority. This ensures that shareholder interests are
protected. In addition, to ensure a clearly defined division of
responsibilities, the roles of chair and managing director are
separate. During the financial year, an acting chief executive
was in office. Subsequent to the year-end, Mr Koos Bekker
was reappointed to the board as chief executive and
managing director. Mr Boetie van Zyl fulfils the role of lead
director in all matters not dealt with by the independent
non-executive chair.
At 31 March 2008, the board comprised 10 independent
non-executive directors and one executive director, as
defined under the Listings Requirements of the JSE. Five
directors (45%) are from previously disadvantaged groups
and two directors (18%) are female. These figures are above
the average for JSE-listed companies.
The chair
The chair is an independent, non-executive director. He
provides guidance to the board as a whole and ensures that
the board is efficient, focused and operates as a unit. He acts
as facilitator at board meetings to ensure a flow of opinions
and attempts to lead discussions to optimal outcomes in the
interests of good governance. He represents the board in
external communications in consultation with the managing
director and financial director.
The managing director
The managing director reports to the board and is responsible
for the day-to-day business of the group and the
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 managing director, in accordance with
approved authority levels.
Appointments to the board
The board has adopted a policy on procedures for the
appointment and orientation of directors. The nomination
committee periodically assesses the skills represented on the
board by non-executive directors and determines whether
those skills meet the company’s needs. Annual selfevaluations
conducted by the board and its subcommittees
assist in this regard. Directors are invited to give their input
in identifying potential candidates. The members of the
nomination committee, who are all independent, propose
suitable candidates for consideration by the board. A “fit and
proper” evaluation is performed for each candidate identified.
Retirement and re-election of directors
All non-executive directors are subject to retirement and
re-election by shareholders every three years. In addition, all
non-executive directors are subject to election by shareholders
at the first suitable opportunity in the case of an interim
appointment. The names of non-executive directors submitted
for election or re-election are accompanied by brief biographical details (refer to pages 52 and 53 of this annual
report) to enable shareholders to make an informed decision
on their election. The reappointment of non-executive
directors is not automatic.
Orientation and development
There is an induction programme for new members of the
board and of key committees, specifically tailored to the
needs of the individual appointees. The programme involves
industry and company-specific orientation, including
meetings with senior management as appropriate, 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, including arranging
specific training if required.
The company is also committed to continuing director
development to assist directors to build on their expertise
and develop an understanding of the businesses and main
markets in which the group operates.
Conflicts of interest
Naspers has adopted an official code that deals with the
management of potential conflicts of interest. This ensures
that candidate directors, as well as existing directors, are free
of conflicts of interest between the obligations they have to
the company and their private businesses. Any interest in
contracts with the company must be formally disclosed and
documented. Directors must also adhere to an official policy
on the trading of securities of the company and its listed
subsidiaries.
Independent advice
Individual directors may, after consulting with the chair or
the managing director, seek independent professional advice,
at the expense of the company, on any matter connected
with the discharge of their responsibilities as directors.
Role and function of the board
The board has adopted a charter setting out its responsibilities.
Among other obligations, it:
- determines the company’s mission, provides strategic direction to the company and is responsible for the adoption of strategic plans and the implementation of values that support this
- evaluates and approves the annual business plan and budget drafted by management
- retains full and effective control over the company and monitors management on the implementation of the approved annual budget and business plan
- appoints the managing director or chief executive officer, who reports to the board, and ensures that succession is planned
- approves the company’s financial statements, interim and provisional reports, and is responsible for their integrity and presentation
- evaluates the viability of the company and the group on a going-concern basis
- determines the company’s communication policy
- determines director selection, orientation and evaluation
- ensures that the company has appropriate risk management, internal control and regulatory compliance procedures in place and that it communicates adequately with shareholders and other stakeholders
- establishes board subcommittees with clear terms of reference and responsibilities as appropriate
- defines levels of authority for specific matters, and delegates required authority to board subcommittees and management
- monitors non-financial aspects pertaining to the business of the company
- considers and, if appropriate, declares the payment of dividends to shareholders, and
- regularly evaluates the performance and effectiveness of the board and its subcommittees.
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Board meetings and attendance
The board meets regularly, at least every quarter, and when
specific circumstances require. The executive committee will
attend to urgent matters that cannot await the next scheduled
meeting, as delegated by the board. The board held five
meetings during the past financial year. The independent
non-executive directors meet at least once annually without
the managing director, 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 on page 54 of this
annual report. |
