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The MultiChoice Group is committed to the highest standards of corporate governance, ethics and integrity, which we believe support our ability to create value for all stakeholders.

We entrench the principles of sound corporate governance throughout our organisation, applying appropriate ethics and standards in the conduct of our business affairs. Our board understands and accepts its responsibility to safeguard and represent the interests of our stakeholders to create a successful and sustainable business that delivers on our strategic objectives.

Board constitution

Our board is committed to the principles of diligence, honesty, integrity, transparency, accountability, responsibility and fairness.

Our directors apply these principles to ensure that good corporate governance is effectively practiced throughout our group. Our board is also responsible for our financial performance while ensuring that we comply with all of our statutory and regulatory obligations. Our directors endorse the King Code and recognise the need to conduct our affairs with integrity and in accordance with generally accepted corporate practices.

  • The board and its committeesThe board and its committees
  • Board composition and independenceBoard composition and independence
  • Board charters and group policiesBoard charters and group policies

The board and its committees

We have a unitary board, which provides oversight and control.

On appointment, all directors participate in a formal and comprehensive induction programme with director training held to refresh skills and knowledge. The board and all board committees’ charters include the onus of annual assessments.

The board, through the audit committee, oversees the group’s assurance services and ensures these functions enable effective control and support the integrity of internal processes, controls and information.

Board composition and independence

Our board, supported by the nomination committee, determines its size and composition subject to applicable legislated requirements, and board and diversity policies. Executive succession planning is reviewed annually.

The majority of our board are independent, non-executive directors, with independence a critical consideration for new board appointees. We appoint a lead independent director to our board, and the roles of the chair, lead independent director and CEO are separate and well-defined.

Board charters and group policies

The board charter sets out the division of responsibilities, providing for delegation of authority to board committees and the CEO and enabling the board to retain effective control. All committees have clear roles and responsibilities as outlined in their committee charters.

"We have dedicated policies in place to deal with specific areas of high risk or high importance such as tax compliance,treasury, I&T governance, competition compliance, and sanctions and export controls. We also have communications and IR policies."

The King report on corporate governance for South Africa, 2016 (King IV)

Our board recognises the link between effective governance, sustainable performance and creating long-term value for all our stakeholders and applies the principles of King IV as a cornerstone of our approach to governance. In discharging its responsibility, the board's intention is to apply the principles of the King Code in both letter and spirit.

A thorough and comprehensive review is conducted annually relating to each principle and underlying recommended practice under King IV. In terms of the JSE Listings Requirements, we are required to report against the application of the King IV principles. In line with the overriding principle in King IV of ‘apply and explain’, our board, to the best of its knowledge, believes the group satisfactorily applies King IV, with all the principles being applied and all of the recommended practices which are considered appropriate by the board having been adopted.

Company secretary

The company secretary is responsible for guiding the board in discharging its regulatory responsibilities.

Directors have unlimited access to the advice and services of the company secretary who plays a pivotal role in MultiChoice’s corporate governance policies and processes. She ensures that, in accordance with the pertinent laws, the proceedings and affairs of the board, MultiChoice, and where appropriate, shareholders, are properly administered. In accordance with King IV, the performance and independence of the company secretary are annually evaluated.

Please send all statutory related queries or declarations to the company secretary:

MultiChoice Group company secretary; Carmen Miller

cosec@multichoice.com

Phone number: +27 (0)11 289 4888

Incentivisation and stakeholder alignment

Our remuneration philosophy underpins our strategy and enables us to achieve our business objectives.

Our commitment to pay-for-performance aligns with the principle of creating long-term value for our shareholders – it drives our remuneration activities and supports the ownership mentality and spirit of entrepreneurship in our teams around the world. We endeavour at all times to balance the need to compete globally for the best talent with the need to pay fairly and responsibly.

When assessing executive pay, we consider individual and business performance, responsibility, complexity and the nature of the business unit for which he/she is responsible. Our short-term incentives are aimed at rewarding overperformance (typically capped at a percentage of salary). Our long-term incentives are aimed at rewarding sustainable long-term business performance. We also employ best practice for vesting periods, minimum shareholding requirements and malus and clawback clauses for optimal alignment with stakeholder interests.

 

Ethical conduct

Our board is the custodian of corporate governance within the group – it entrenches an ethical culture throughout the group and sets the tone by formulating our values and ensuring ethical business standards.

The directors, overseen by the chair, hold one another accountable for decision-making and ethical behaviour. Directors, both individually and collectively, seek to demonstrate integrity, competence, responsibility, accountability, fairness and transparency to ensure effective leadership.

Compliance and accountability

It is our policy to conduct business dealings based on compliance with applicable laws, rules, codes, standards and regulations, as well as proper regard for ethical business practices.

In this regard our board, assisted by the social and ethics committee, ensures the company is, and is seen to be, a responsible corporate citizen by considering not only financial performance but also the impact business has on the environment and the society within which it operates. Our purpose, values and strategy are aligned with the principles of responsible corporate citizenship.

Our group’s businesses manage numerous corporate citizenship initiatives affecting the workplace, economy, society and environment, such as employment equity and development, as well as health and safety programs. Our board is also responsible for ensuring the group complies with all of its statutory requirements. The group has a legal compliance programme led by the group head of legal compliance and legal compliance teams which are supported by external consultants, where necessary.

Shareholder communication

The group is committed to ongoing and transparent communication with its shareholders.

In all communication with shareholders, the board aims to present a balanced and understandable assessment of the group’s position. This is done through adhering to principles of openness, substance-over-form reporting, and by striving to address matters of material significance to shareholders. The integrated annual report is our primary form of comprehensive communication with shareholders, in accordance with King IV and the JSE Listings Requirements. We also engage with our shareholders during interim and final results presentations, through periodic investor roadshows and by attending investor conferences. Further, the board encourages shareholders’ attendance at AGMs and, where appropriate, will provide full and understandable explanations of the effects of resolutions to be proposed.