The Group Board’s role
The Group Board’s role is to monitor the day-to-day management as this is carried out by the CEO and to monitor Schibsted’s general activities and ensure that appropriate governance and control systems have been implemented. The Board appoints the CEO, prepares job instructions and determines the authorisations, terms and conditions relating to the job.
The Group Board has established internal rules of procedures that describe the Board’s responsibilities, duties and administrative procedures. The rules of procedure also state the CEO’s duties to the Board. The Board reviews the rules of procedure to the Board and general management each year.
The Group Board works on the basis of an annual meeting schedule which is normally agreed to at the first meeting after the Annual General Meeting. At the same meeting, the Board appoints the members of the Board’s Compensation Committee and Audit Committee. The company’s Head of Legal Affairs is the Group Board secretary.
The CEO, in consultation with the chair of the Group Board, prepares the issues that are to be dealt with by the Group Board. Emphasis is placed on issues being well prepared and on the documentation being sent out in advance so that the Group Board has a satisfactory basis for its work. The Board discussions are presided over by the chair of the Group Board.
The meeting schedule, board documents and other important documents linked to the board work (stock exchange manual, board instructions, mandates for the board and committees, stock exchange notices and press releases, etc), as well as general analyses and market information, are available to the directors through the Board Portal, which is a web-based reading tool for the directors. The Board Portal simplifies the directors’ work and makes it more efficient, and gives the Board easier access to up-to-date information. It also allows the directors to study presentations given at meetings and the industry's regulatory framework, market and competitive situation, etc.
The Group Board’s evaluation of its own work
The Group Board evaluates its own work each year, either itself or using external assistance. This forms the basis for the Nomination Committee’s annual board evaluation work. The Board considers itself to be well functioning, with directors whose expertice and experience complement each other. The frequency and location of the board meetings function well.
Interaction with the company
The Board is regularly invited to selected seminars and conferences arranged by Schibsted – such as Schibsted’s annual “Journalism Award”.
Schibsted is a member of the Norwegian Institute of Directors, which gives directors an opportunity to participate in seminars and discussion groups that consider key issues which affect the Board’s work and the work of the Board’s committees.
In order to strengthen and utilise the directors’ expertise and experience relating to the Group’s operations, some Group directors are also directors of the Group’s subsidiaries. Of the shareholder-elected directors, these are currently Karl-Christian Agerup, a director of Aftenposten, and Monica Caneman, a director of Schibsted Sverige.
The Group Board’s use of committees
In accordance with Norwegian legislation and the Code of Practice, Schibsted has established an Audit Committee and a Compensation Committee which are intended to contribute to thorough discussions on matters covered by the committees’ areas of work.
As Schibsted has gradually grown in size and extent and become more international, the Board’s scope of work and the complexity of the issues dealt with have increased. In the Board’s view, the establishment of a Compensation Committee and an Audit Committee has improved the Board’s preparatory work and discussions of complex cases relating to these committees’ areas of work. The committees function well and interact well with the Board as regards both the exchange of information and the division of responsibilities and work. The committees allow the Board to deal thoroughly with issues in important areas relating to corporate governance and internal controls, and give the Board more time to discuss fundamental and strategic issues. At the same time, the Group Board is aware that the creation of committees may lead to it having less responsibility for issues. Committees are therefore only used when the complexity and scope of an issue so require.
The Group Board’s Compensation Committee
The Compensation Committee is a sub-committee to the Group Board and has no decision-making authority. The Compensation Committee is appointed by the Group Board for one year terms.
The Compensation Committee prepares matters relating to the Group CEO’s remuneration for the Board. In addition, the committee assists the Board by dealing with fundamental questions, guidelines and strategies linked to the overall remuneration paid to other members of the Group management and senior managers in key subsidiaries. The Committee also prepares issues relating to the succession to important positions in the Group for discussion by the Board.
The Committee monitors the use of long-term incentives in the Group and makes preparations for the Board’s annual discussions on the Group’s long-term incentives (the LTI programme) for selected managers. For further information, refer to item 12 of this report.
The CEO attends Committee meetings unless his own remuneration is to be discussed. The company’s Head of Legal Affairs is the secretary of the Compensation Committee.
The Committee was established in 2004. In 2010, the Committee consisted of the following members: Ole Jacob Sunde (chair), Marie Ehrling and Anne Lise von der Fehr.
The Group Board’s Audit Committee
The Audit Committee is a sub-committee of the Group Board and has no decision-making authority. The Audit Committee is appointed by the Group Board for one year terms.
The Audit Committee prepares the Board’s quality assurance of the financial reports. In addition, the committee monitors the Group’s internal control system and risk management systems over financial reporting and assess and monitor the external auditor’s work and independence. As part of its work, the Audit Committee conducts reviews of the Group’s main activities in which representatives of the Group management and local management also participate.
The Group’s CFO and external auditor attend Audit Committee meetings on a regular basis. The company’s compliance officer is the secretary of the Audit Committee.
The Committee was established in 2007. In 2010, the Audit Committee consisted of the following members: Monica Caneman (chair), Christian Ringnes and Karl-Christian Agerup.