Schibsted is exempt from the rules concerning the establishment of a corporate assembly. An agreement has been entered into with the employees regarding representation on the Group Board
The composition of the Group Board
According to Article 8 of Schibsted’s Articles of Association, the Group Board should consist of six to eleven members plus any alternate members. The Group’s employees will be represented on the Group Board by a number of employees in accordance with prevailing agreements with the company (the Representation Agreement). Until the general meeting on 11 May 2012 the Board will consist of eight members, of whom six are shareholder representatives and two are employee representatives. The two Group employee representatives and one person elected by and among the editors in Group companies in Norway and abroad have the right to attend as observers.
The Representation Agreement was renegotiated in 2011 and requires that after the general meeting on 11 May 2012 the Board will consist of seven shareholder members and three employee representatives. Two employee representatives are chosen from Norway and one from the country in which we have the most significant operations outside Norway, currently Sweden. The current arrangement with observers attending the Group Board will end. Number of members present before and after the change remains ten.
The Group Board’s shareholder members are elected for one year at a time while employee representatives are elected for two years at a time.
According to the Articles of Association any shareholder owning at least 25 per cent of the shares in the company is entitled to appoint a Board member directly. Blommenholm Industrier AS, which owns 26.1 per cent of the shares, is the only shareholder that has this right. There are three classes of shares in Blommenholm Industrier, four A-shares with voting rights representing 0.1 per cent of the share capital, 19.98 per cent B-shares without voting rights and 79.82 per cent C-shares which pay reduced dividents and carry no voting rights. The Tinius Trust owns the four A-shares with voting rights and 75 % of the C-shares, counting for a total of 60 per cent of shares outstanding in the company. The remaining shares are owned by the companies Beltenut, Faros Forvaltning, Odden Forvaltning and Alba Forvaltning which in turn are owned by the heirs after Tinius Nagell-Erichsen. The Tinius Trust is described in more detail in the Trust’s own annual report, on Schibsted website and on the Trust’s website www.tinius.com.
The Group Board’s members in the election period 2011-2012 can be seen here.
The Group Board’s independence
The Group Board’s independence is described in further detail in the Nomination Comitee’s report.
According to section 6-27 of the Public Limited Companies Act, a director may not take part in the discussions on or decision regarding an issue that is of such importance to the director or any of the director’s related parties, that the director must be regarded as having a prominent personal or economic special interest in the matter. It is the individual director's responsibility to continuously assess whether or not there are any such circumstances that are objectively likely to weaken the public’s confidence in the director’s independence or which may lead to conflicts of interest in connection with the Board’s handling of the matter. Such circumstances are to be brought to the attention of the chair of the Group Board. The Board’s instructions particularly deal with directors’ participation in competing enterprises.
The Directors' shareholdings are disclosed in note 12 of Schibsted ASA's annual report.
The independence of Group Board directors is referred to in further detail in item 4 of this report and in the Nomination Comitee’s report.
Group Board meetings in 2011
In 2011, the Group Board held a total of eight meetings, of which one was a strategy meeting lasting for two days. In addition, some issues were decided on in emails following discussions at meetings. The Board believes such a procedure may be justifiable when issues have previously been discussed at a Board meeting. The strategy meeting is held at the beginning of summer each year, normally in June, and forms the basis of the Group’s strategy- and budget processes. Very few of the directors are unable to attend the Board- or committee meetings. Meetings that are not on the meeting schedule may be attended by telephone.