INTEGRATED ANNUAL REPORT FOR MULTICHOICE SOUTH AFRICA HOLDINGS (PTY) LTD AND PHUTHUMA NATHI INVESTMENTS (RF) LTD

GOVERNANCE AND ACCOUNTABILITY Name Remuneration committee attendance FY2019 Kgomotso Moroka 6/6 Steve Pacak 6/6 Bob van Dijk (1) 6/6 Note (1) On 2 January 2019, Bob van Dijk resigned as a director and a remuneration committee member. Jim Volkwyn was appointed in his stead. In April 2019 the following roles and responsibilities were delegated by the MultiChoice South Africa board to the MultiChoice Group Limited nomination committee, which will, going forward, report into the MultiChoice South Africa board on the following matters: w w consider and recommend selection of directors to the board w w review annually the structure, size and composition of the board w w approve the role and responsibilities of the chair and the lead independent director w w review the allocation of roles and associated responsibilities, composition and effectiveness of committees of the board collectively, and make recommendations to the board with regard to the effective collaboration through cross membership of committees, and w w determine for approval by the board the policy for diversity at board level; restrictions on the number of external company boards on which a director may serve; the service period of directors; retirement and succession in respect of directors, and a policy governing the seeking of independent professional advice by individual board members. Audit committee The audit committee’s primary roles and responsibilities are to: w w execute the committee’s statutory obligations in terms of the South African Companies Act w w review the regular internal reports to management prepared by the Naspers internal auditing department and management’s response w w review and approve for presentation to and approval by the board the integrated annual report, including the annual financial statements, interim and provisional reports, and any other company press releases with material financial or internal control impacts w w disclose in the integrated report significant matters that the committee has considered in relation to the annual financial statements, and how these were addressed by the committee w w review the documented assessment of the viability of the companies and the group on a going-concern basis w w receive and review the external auditor’s reports directly from the external auditor w w oversee the management of financial and other risks that affect the integrity of external reports w w evaluate the effectiveness of internal financial controls and disclose the committee’s views on the effectiveness of the design and implementation of internal financial controls, and on the nature and extent of any significant weaknesses in the design, implementation or execution or internal financial controls that resulted in material financial loss, fraud, corruption or error. Such views must be reported to the board and in the integrated annual report w w approve, recommend and annually review the internal audit charter for recommendation to the board for approval w w oversee the internal audit function and assist the board in fulfilling its responsibilities 65 MultiChoice South Africa Holdings Proprietary Limited integrated annual report 2019