The Nomination Committee’s report 2010

The composition of the Group Board

The Board consists of eight directors: six shareholder-elected directors and two directors elected from among the employees of the Group’s Norwegian companies. No alternate directors have been elected for the shareholder-elected directors. In accordance with the prevailing representation agreement, the employees have elected four alternate directors. The directors of the Board.

Election of shareholder-elected directors

The Board’s shareholder-elected directors are up for election each year. The Nomination Committee is therefore continuously working on the recruitment of new members to the Board and evaluating the Board’s work.

The Nomination Committee makes efforts to ensure that recruitment to Schibsted’s Board has a sufficient balance between considerations of continuity and renewal and that the Board as a whole has expertise in and experience of the Group’s operations both in and outside Scandinavia. In addition, the Norwegian Public Limited Companies Act’s gender balance requirements must be complied with. The goal of making the Board even more international is maintained.

The Nomination Committee has made use of an external consultant to assist in this year’s evaluation of the Board and recruitment to the Board. The directors (including employee-elected directors) have been interviewed and a report was presented to the Nomination Committee and Group Board in December 2010.

Work has started on the company’s board representation agreement with the aim of changing the current shareholder and employee representation on the Board. While waiting for a new representation scheme to be put in place, the Nomination Committee proposes re-electing the existing shareholder-elected directors for one year – until the Annual General Meeting in 2012.

The Nomination Committee’s proposal to re-elect the shareholder-elected directors is stated on the notice of the general meeting. A more detailed presentation of the candidates is available on Schibsted’s website.

The Nomination Committee has considered whether there should be an election of each individual director and not the complete board as the Nomination Committee recommends. Item 6 of the Norwegian Corporate Governance Recommendations proposes such a solution. Som shareholders have previously also pointed this out to the board and Nomination Committee. The Nomination Committee still believes that the entire board should be elected as one body because the individual candidate’s expertise and experience must be seen in connection with the board’s overall expertise and requirements. In addition, the requirement of a gender balance in the board makes voting for each individual candidate difficult.

The directors’ independence

Information on the directors’ business relationships with shareholders or others with links to these or with Schibsted is stated under Corporate Governance. The representation on the Group Board reflects the ownership shares in Schibsted and the right to elect directors which, according to Schibsted’s Articles of Association, belongs to shareholders that own more than 25 per cent of the shares. The Nomination Committee is of the opinion that Ole Jacob Sunde’s links with Blommenholm Industrier and the Tinius Trust and Karl-Christian Agerup’s links with the Tinius Trust, in that he has been chosen as Ole Jacob Sunde’s personal alternate member, mean that these two, in relation to this assessment, are not considered to be independent directors. The Nomination Committee considers the other directors to be independent, so that four of the six shareholder-elected directors are regarded as being independent.

Group Board members’ directorships in subsidiaries

The Nomination Committee is aware that some of the Group Board members also hold directorships in the Group’s subsidiaries. The Nomination Committee does not believe that the Group Board members are less independent as Group directors due to their directorships in subsidiaries. When considering this practice, the Nomination Committee has also placed emphasis on the fact that the majority of the subsidiaries’ directors are not members of the Group Board. The Nomination Committee therefore considers this practice to be useful when key issues are to be discussed, and has no objections to it continuing.

The Group Board’s Compensation Committee and Audit Committee

The Group Board’s Compensation Committee and Audit Committee are bodies that prepare issues for the Group Board.

In the annual evaluations of the Board’s work, the committees’ work is pointed out as being positive and important when complicated issues within the committees’ spheres are to be discussed by the Group Board.

The Nomination Committee sees the need for the Group Board to be able to prepare complicated issues in committees, but also underlines the Board’s overall responsibility for the assessments and decisions made, including those relating to the issues prepared by committees. The Nomination Committee wishes to draw attention to this matter since it makes demands on how the committees prepare and present issues to the Group Board.

Fees

In 2008, the Nomination Committee stated that the fees should normally be adjusted annually in order to achieve a more steady increase in the fees and follow the general salary growth in society. For the 2008-2009 period, all the fees were adjusted slightly in line with this. The Group’s special situation in 2009 meant that no fees for the 2009-2010 period were adjusted. In 2010, the fees payable to directors and committee members were increased by quite a lot in order to ensure that the Group’s fee level sufficiently reflects the increasing volume of work and responsibilities which accompany directorships and also ensure the recruitment of the directors from other countries.

All the fees payable to Schibsted’s corporate bodies are determined in advance for one year at a time at the Annual General Meeting. The fees set at the Annual General Meeting on 13 May 2011 will apply for the May 2011 – May 2012 period.

The Nomination Committee proposes not changing the fees payable to directors and committee members during this period.

However, the Nomination Committee does propose terminating the practice of making 20% of the directors’ fees dependent on attendance at board meetings.

The Nomination Committee also proposes increasing the additional fee that can be paid to directors living outside Oslo from NOK 50,000 to NOK 100,000. The Committee proposes leaving the decision on the additional fee up to the chair of the Nomination Committee following a recommendation by the chair of the Group Board, in accordance with previous practice.

Director Monica Caneman has been paid NOK 60,000 by the company in connection with a consulting agreement. This fee is explained in note [35] to the financial statements. The consulting agreement has been terminated as from 2011.

The Nomination Committee proposes the following fees payable to the directors and committee members for the May 2011 – May 2012 period: