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 is to consist of six to eleven members plus any alternate members. The number of Group employees on the Board is to be in accordance with prevailing agreements with the company. At present, the Board consists of eight members, of whom six are shareholder representatives and two are employee representatives. The shareholder-elected members are elected for one year at a time. The employee-elected representatives are elected for two years at a time.
Apart from the elected Board directors, three observers attend Schibsted's Board meetings. These observers are entitled to speak and submit proposals at the board meetings.
According to the Articles of Association, any shareholder that owns at least 25 per cent of the company’s shares are entitled to appoint one member of the Board directly. Blommenholm Industrier, which currently owns 26.1 per cent, is the only shareholder that has this right. The four voting A shares in Blommenholm Industrier AS are owned by the Tinius Trust. The 999,996 B shares, which do not have voting rights, are owned by Alba, Odden, Faros and Beltenut, private limited companies which each own 249,999 shares. These four companies were owned by the estate of Tinius Nagell-Erichsen at the year-end. The Tinius Trust is described in more detail in the report on corporate social responsibility, in the Trust’s own annual report and on the Trust’s website, http://www.tinius.com
The members of the Group Board are presented here.
The Group Board’s independence
The Group Board’s independence is described in further detail in the Nomination Committee’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 disclosure 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 Committee’s report.
Group Board meetings in 2010
In 2010, the Group Board held a total of nine meetings, of which one was an extraordinary meeting and 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.