Composition of the Group's Board until this year's Annual General Meeting
For the period of 2011-2012, the Board is comprised 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. The employees have elected four alternate directors. The two union representatives for the employees of the Group has observer status at the Board's meetings. Directors.
New Board representation arrangement for the Group's Board beginning with the Annual General Meeting on 11 May 2012.
A Board representation agreement has been entered into with the employees involving a proposal at this year's Annual General Meeting that seven shareholder-elected directors be elected. In consequence of this, the employees will receive the right to elect three directors, of which one member must be elected from the Group's employees in Sweden (at present) and two members from the Group's employees in Norway.
The employees may elect up to 2 alternate directors, one from Norway and one from Sweden (at present). The observer status of the two union representatives for the Group is being ended, however the union representatives are electable as directors and alternate directors. Alternate directors attend the meetings only in the event of an absence. No election of alternate directors by the shareholders is being proposed.
Work of the Nomination Committee with recruitment for the Board
The Board’s shareholder-elected directors are up for election each year. The Nomination Committee is thus continuously working on the recruitment of new directors for the Board and evaluating the Board’s work,
The Nomination Committee has held 5 meetings during the present election period.
The Nomination Committee makes efforts to ensure that recruitment to Schibsted’s Board has a sufficient balance between considerations of continuity and renewal, respectively, and that the Board as a whole has expertise in and experience of the Group’s operations both inside and outside Scandinavia. In addition, the Norwegian Public Limited Companies Act’s gender balance requirements must be complied with. As a basis for the work with recruitment for the Board, the Nomination Committee will receive the Board's own self-evaluation each year. During 2011, the Nomination Committee held meetings with the Board Chairman and Schibsted's Group CEO.
In recent years, the Nomination Committee has worked in a goal-oriented manner with a long-term focus on internationalising the Board of the Schibsted Group. The new Board representation arrangement sets up the conditions for an increase in the number of shareholder-elected directors from six to seven members and further internationalisation of the Board beyond its present composition of Scandinavian directors. The Nomination Committee is thus very satisfied with being able to propose two international candidates for directors at this year's Annual General Meeting. The Nomination Committee has utilised an external recruitment bureau to support the recruitment process.
The Nomination Committee's recommendations for the election of shareholder-elected directors is as follows:
A more detailed presentation of the candidates is available at Schibsted website.
The Nomination Committee has considered whether there should be a ballot for each individual director instead of for the entire Board. The Nomination Committee proposes one ballot for the entire Board. In the Norwegian Recommendation for Corporate Governance, it is recommended that there be one ballot for each individual director. Some shareholders have previously also pointed this out to the Board and the Nomination Committee. The Nomination Committee still believes that the entire board should be elected as one body because an 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 on the Board makes voting on each individual candidate difficult.
The directors’ independence
Information on the directors’ business relationships with shareholders or others with links to such or with Schibsted is provided 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 who 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 is assessing the other directors as being independent, such that five of the seven shareholder-elected Board members will be deemed to be independent after this year's Annual General Meeting.
Group Board members’ directorships for subsidiaries
The Nomination Committee is aware that some of the Group Board’s members are also on the boards of 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 an 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 a 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 the Committees. The Nomination Committee wishes to draw attention to this matter since it makes demands on how the Committees prepare and present the issues to the Group Board.
Fees
All 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 11 May 2012 will apply for the May 2012 – May 2013 period.
In principle, the Nomination Committee is of the opinion that the fees should normally be adjusted annually in order to achieve a more steady increase in the fees and follow the general wage growth in society. No adjustment of the fees was performed for the period of May 2011 – May 2012. The Nomination Committee is proposing that an adjustment be made to the fees for the directors for the period of May 2012 – May 2013. The proposal must be viewed in the context of the general wage growth in society. In consequence of an increased workload in the Committees, the Nomination Committee is proposing a somewhat larger percentage increase of the fees for members of the Committees.
| All figures in NOK | 2012-13 | 2011-12 |
| a) Fees for directors |
|
|
| Chair of the Board |
730 000 |
700 000 |
| Other directors |
315 000 |
300 000 |
| Alternate directors |
16 000 |
16 000 |
| b) Fees payable to members of the Group Board's Compensation Committee |
|
|
| Comittee chair |
85 000 |
70 000 |
| Other committee members |
55 000 |
41 000 |
| (c) Fees payable to members of the Group Board’s Audit Committee |
|
|
Comittee chair
|
125 000 |
107 000 |
Other committee members
|
80 000 |
65 000 |
(d) Fees payable to members of the Nomination Committee
|
|
|
| Comittee chair, per meeting |
16 000 |
16 000 |
| Other committee members, per meeting |
11 000 |
11 000 |
The supplemental fee that can be granted to directors who reside outside Oslo may be up to NOK 100,000. Decisions on the award of supplemental fees will be made by the Nomination Committee. For the period of May 2011 – May 2012 the supplemental fees will be established in arrears. Beginning with this year's Annual General Meeting, the supplemental fees will be established in advance. The fees will be disbursed at the end of the election period.
The Nomination Committee has decided that supplemental fees for the period May 2011 - May 2012 will be set to NOK 50,000 for Eva Berneke and Marie Ehrling, and to NOK 75,000 for Monica Caneman. Supplemental fees for the period of May 2012 – May 2013 will be set to NOK 50,000 for those residing outside Oslo but in the Nordic countries and to NOK 100,000 for those residing outside the Nordic countries.