CORPORATE GOVERNANCE COMPLIANCE STATEMENT
The directors of Primedia Limited are responsible and accountable to shareholders for ensuring compliance with the highest standards of corporate governance and for maintaining an effective system of internal controls. The board remains fully committed to the principles of integrity, transparency and accountability in its dealings with its shareholders and other stakeholders. It endorses and ensures that the company remains compliant with the Code of Corporate Practices and Conduct, as stipulated in the King II Report.

BOARD OF DIRECTORS

The board is responsible to shareholders for setting the direction of Primedia through the establishment of strategic objectives and key policies. The board accepts that it is ultimately accountable and responsible for the performance and affairs of Primedia and that the chief executive and executive directors are responsible for the management of the day-to-day affairs of the company. The board considers issues of strategic direction by setting long-term strategic objectives, approving major acquisitions, disposals and capital expenditure, determining risk parameters, approving budgets and other matters having a material effect on Primedia.

Structure

Primedia has a unitary board of fifteen directors. The board consists of an appropriate mix of executive and non-executive directors, with five executive directors, four non-executive directors and six independent non-executive directors. It is therefore able to ensure that no one individual has unfettered powers of decision and authority. The composition of the board reflects the demographic and gender diversity of the country, with 60% of the current directors being black, and 33% black females. The role of the chairman and the chief executive are separated and a non-executive director acts as chairman.

Skills and experience of the board

Primedia’s directors have a wide range of expertise as well as significant experience in financial and commercial activities. All directors have access to management and to such information as is needed to carry out their duties and responsibilities fully and effectively. Furthermore, all directors are entitled to seek independent professional advice concerning the affairs of Primedia, at the company’s expense. The board undertakes a self-assessment annually to review its mix of skills, performance during the year, the contribution of individual directors and the effectiveness of its committees.

Selection, appointment and rotation of directors

Appointment of directors are considered by the remuneration and nominations committee and after due consideration to the satisfaction of the committee, the appointments are recommended to the full board for approval. All new appointments are subjected to “fit and proper” tests as required by the JSE Limited listings requirements. Newly appointed directors are subjected to a detailed induction process which covers business and regulatory issues, corporate governance, minutes, charters, policies and procedures and administrative matters.

All directors are subject to election by shareholders at the first opportunity following their appointment and, subsequently, at each three-year interval in accordance with Primedia’s articles of association. In total, at least one-third of the directors retire by rotation annually.

Accountability, responsibility and delegation of authority

Subject to specific matters reserved for its decision, the board delegates certain responsibilities to management and a number of standing committees, which operate within defined terms of reference laid down by the board. The formal delegation of authority is not intended to mitigate or discharge either the board or individual directors’ responsibilities.

Board committees have clearly defined, written terms of reference setting out their role and function, term, responsibility, scope of authority and procedures for reporting to the board of directors. The committees fulfil an essential role in assisting the board in the performance of its duties. The committees are each chaired by an independent non-executive director except for the executive committee and the remuneration and nominations committee, which are chaired by an executive director and a non-executive director respectively.

The board has expressly included in its charter an annual review of the composition and chairmanship of its various committees to ensure their continued relevance.

Board charter

A formal charter setting out the board’s responsibilities has been adopted by the board. The key principles of the charter are:

• The composition and role of the board;
• Duties of directors;
• Appointment of directors and the chief executive;
• Induction, training and self assessments;
• Monitoring of key risks, compliance and internal controls;
• Approval of the group’s strategic plan, annual budget and quarterly forecasts;
• Approval of levels of authority and responsibility of the subcommittees of the board; and
• Corporate governance.

Board meetings

The board meets on a regular basis, at least four times a year. During the 2006 financial year, five board meetings were held. In terms of the articles of association, the chairman of the board is required to be elected annually and in this regard Mr AP Nkuna was elected by the directors for a term ending on 30 November 2006. Directors are timeously informed of matters to be discussed at board meetings and provided with the relevant agenda and supporting documentation.

Board meetings are attended by a majority of directors and the chairmen of the board committees attend the annual general meeting and any general meetings held during the year to answer questions.

Directors’ attendance at board meetings:

	26/08/05	25/11/05	24/02/06	08/06/06	09/06/06
AP Nkuna
(Chairman)
W Kirsh
O Ighodaro
FA Gazendam	A
K Pillay
MN Lekota1
I Kirsh	A
HM Madima
P Maw
MJ Bosman	A
NJM Canca	A		A
HM Khoza		A
K Motaung2		A	A	A
CS Seabrooke
BJT Shongwe					A
SV Zilwa

1	Appointed 09 June 2006
2	Resigned 09 June 2006
A	Apology

EXECUTIVE COMMITTEE

The chief executive, William Kirsh, chairs the executive committee, which includes all the executive directors of the company. The committee is empowered and responsible for implementing the strategies and policies determined by the board, managing the business and affairs of the company, prioritising the allocation of capital, technical and human resources and establishing best management practices. The committee is also responsible for appointing and monitoring the performance of senior managers.

The committee comprises William Kirsh (Chairman), Ferdi Gazendam, Kuben Pillay, Funke Ighodaro and Melody Lekota. The committee met regularly each month during the year under review.

REMUNERATION AND NOMINATIONS COMMITTEE

The remuneration and nominations committee met twice during the year and comprises four non-executive directors, namely Paul Nkuna, Mike Bosman, Humphrey Khoza and Chris Seabrooke. All members, with the exception of Paul Nkuna, are independent nonexecutive directors. The committee receives advice from the group HR Director as well as specialist remuneration consultants from time to time. The committee has a formal charter that has been approved by the board.

The remuneration and nominations committee members' attendance at meetings:

	31/10/05	07/06/06
AP Nkuna (Chairman)
MJ Bosman
HM Khoza
CS Seabrooke