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Chair's report

We present the fourth Media24 integrated annual report to stakeholders.

Overview

The report has been prepared in line with the recommendations of King III (revised guidelines on corporate governance in South Africa). We aim to present a balanced view of our social, environmental, economic and governance performance for the year until 31 March 2014. It is with great sadness that we note the passing of one of our directors, Prof Russel Botman, on 28 June 2014. He will be sorely missed by his fellow directors.

While Media24 faced difficult trading conditions over the past year, we continued to serve the communities in which we work. Our magazines, news and book divisions publish quality educational and literary content and all Media24’s businesses play an active role in empowering communities through various initiatives. We included details of these here. We continued our efforts to support businesses that create employment and contributed substantially to the development of skills in journalism and related media fields. More details of the group’s financial results are in the financial review of this report.

Welkom Yizani

Welkom Yizani shares started trading on 9 December 2013. This brought to an end the seven-year retention period of the scheme and enables existing shareholders to trade their shares. New qualifying shareholders can now also obtain shares in Welkom Yizani.

Dividend

The board recommends that a dividend of R144,8m (2013: R141,5m) be declared to shareholders of Media24 Holdings. If approved by shareholders at the annual general meeting on Monday 1 September 2014, dividends will be payable to shareholders recorded in the books on Monday 1 September 2014 and will be paid on or about Thursday 4 September 2014.

Welkom Yizani will receive a dividend of R21,7m (2013: R21,2m). Welkom Yizani will in turn declare a preference dividend of R17,4m (2013: R17m) in terms of the preference share agreement. The balance of the dividend received by Welkom Yizani, less expenses, will be declared as a dividend to its ordinary shareholders. As a result, a dividend of R4,3m (2013: R4,2m) (subject to shareholder approval at the annual general meeting on 1 September 2014) will be declared by Welkom Yizani.

The dividend will be declared from income reserves. There are no (2013: none) secondary tax on companies credits available for utilisation for Welkom Yizani’s ordinary shareholders. Accordingly, the amount subject to the dividend tax of 15% is R0,294117 per Welkom Yizani ordinary share. Dividend tax will amount to R0,044118 per Welkom Yizani ordinary share.

As a result, Welkom Yizani ordinary shareholders will receive a net dividend of R0,250000 or 25 cents per ordinary share (2013: 24,4 cents per ordinary share). The issued ordinary share capital of Welkom Yizani as at 12 June 2014 was 14 600 001 ordinary shares. In terms of the latest tax legislation, the Welkom Yizani preference shareholder is a company that is a resident in South Africa and accordingly dividend tax need not be withheld. Welkom Yizani’s income tax reference number is 9462/863/15/1.

Governance

Governance and sustainability are essential for our stakeholders. The board manages the group’s business with integrity and by applying appropriate corporate governance practices. Several Media24 subsidiaries are managed by independent boards of directors, all with similar governance practices that comply with the necessary governance and regulatory requirements. A disciplined reporting structure ensures that the Media24 Holdings board is apprised of subsidiary activities, risks and opportunities. Detailed strategies and business plans are reviewed annually, spanning the financial and non-financial elements of each subsidiary and division in the group. Measuring performance against predetermined targets underpins management’s remuneration. We continually evaluate areas where governance can be strengthened at a corporate and subsidiary level. The impact of the Companies Act No 71 of 2008, as amended (“the Companies Act”), as well as the King III code, remained a focus over the past year. Further details about our application of the King III principles appear here.

Environment in which we operate

Media24 anticipates that some of the existing regulatory challenges will intensify in the year ahead. In particular we are tracking closely the developments around the Protection of State Information Bill (the secrecy bill), which has been referred back to the president for signature. Should it be signed in its current form, it will result in a Constitutional Court challenge by the media and the media freedom watchdog associations. Parliament has yet to deliberate on the regulation of the press in response to the report of the Print and Digital Media Transformation Task Team (PDMTTT) on transformation and the report of the Press Freedom Commission.

Although there is no longer any political pressure for a Media Appeals Tribunal and it is generally acknowledged that the new press code, together with the report of the Press Freedom Commission, have met with political expectations, the matter has not been deliberated in parliament. The state of transformation in print media is, however, likely to feature prominently in the deliberations of parliament’s Portfolio Committee on Communications in the latter part of 2014.

Legislation to restrict the advertising of liquor is unlikely to be passed until the new cabinet has found its feet. Last year an inter-ministerial task team referred the draft legislation to an ad-hoc cabinet committee. Only once it finalises its deliberations and refers the matter to parliament, will we be able to participate in the consultation process. It is still too early to predict what restrictions will be put on the media.

The big regulatory challenges for the year ahead remain competition law investigations, the Goldfields predatory pricing case and compliance with the Protection of Personal Information Act (POPI).

Directors

In terms of the company’s memorandum of incorporation, one third of non-executive directors retires annually and reappointment is not automatic. Messrs Steve Pacak and Salie de Swardt, who retire by rotation, are eligible and offer themselves for re-election. Shareholders will be asked to consider the re-election of said directors at the upcoming annual general meeting, notice of which is contained in this integrated annual report.

Messrs Ton Vosloo, Boetie van Zyl, Lambert Retief, Koos Pieterse and Koos Bekker resigned from the Media24 boards during the year and five new directors: Messrs Lourens Jonker, Neil van Heerden and Abduraghman (Manie) Mayman, Prof Hein Willemse and Mrs Jo-Ann Held, were appointed. Brief biographical details of all the directors appear here.

Shareholders will be asked to confirm the appointment of the aforesaid directors at the annual general meeting. We are grateful to the departing directors for the years of dedicated service and commitment to the Media24 boards of directors. We wish them well with their future endeavours.

Messrs Ton Vosloo and Boetie van Zyl’s resignations left vacancies on the company’s audit committee. The vacancies were filled on 21 November 2013 and 1 January 2014 with the appointment of Mr Lourens Jonker and Mrs Jo-Ann Held respectively. The board recommends that shareholders appoint Messrs Salie de Swardt and Lourens Jonker and Mrs Jo-Ann Held as audit committee members. Shareholders will be asked to consider their appointment at the annual general meeting. Their brief biographical details also appear here.

I thank my fellow board members for their continued guidance and support in another challenging, but satisfactory year. We also appreciate the commitment of our management teams and employees and wish them well for the new financial year.

Rachel Jafta
Chair

12 June 2014