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

GOVERNANCE AND ACCOUNTABILITY the code of business conduct and ethics, and economic factors. A key focus area in FY2019 was the identification of gaps, improvement of processes and enhancements of reporting. In FY2020 a key focus area will be to work on closing gaps and ensuring processes are effective. Gender and racial diversity As at 31 March 2019 67% of directors were from previously disadvantaged groups 33% of directors were black female The MultiChoice Group diversity policy was approved by the MultiChoice Group Limited board in December 2018 and endorsed by the MultiChoice South Africa board in March 2019. In developing this policy at board level, we considered key aspects of diversity, including making good use of differences in the skills, geographical and industry experience, background, race, gender and other distinctions between members of the board. While no specific targets have been set for race or gender due to the complex nature of our businesses, we are focused on achieving the appropriate balance of knowledge, skills, experience, diversity and independence. Compliance framework Our legal compliance programme involves maintaining inventories of material laws and regulations for each business unit, implementing appropriate policies and procedures, establishing processes to supervise compliance and mitigate risks, monitoring compliance, implementing effective training and awareness programmes, and reporting to the board and management on the effectiveness of these initiatives. A legal compliance programme based on the legal compliance framework approved by the board, has been developed and implemented. A compliance officer has been appointed to enable effective management, monitoring of and reporting on legal compliance. The board has delegated the responsibility of oversight of legal compliance to the risk committee. The compliance programme is controlled by our head of legal and compliance. A key focus area in FY2019 was to align policies and implement processes and to enhance reporting to the risk committee. Penalties Because MultiChoice South Africa operates in a highly regulated environment in South Africa, compliance is important. The company participates in the regulatory process affecting its industry through various public forums and debates, providing inputs on formulating standards and strategies for this industry. In FY2017 MultiChoice and M-Net received fines from the self-regulatory body, the Broadcasting Complaints Commission of South Africa (BCCSA). These relate to failure by channels to provide correct classification information, resulting in MultiChoice and M-Net contravening the BCCSA Code. 69 MultiChoice South Africa Holdings Proprietary Limited integrated annual report 2019