Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Schibsted - February 25, 2019

In general, Schibsted is in compliance with the Norwegian regulations relating to the organisation and procedures of the EGM.

Under ITEM 3, the board of directors seeks approval of a demerger of Schibsted. ECGS endorses the view of the board of directors that a split of the Company could enhance the prerequisites to successfully develop the respective businesses under separate leadership. ECGS also acknowledges the strategic rationale of the demerger. As demerger consideration, shareholders of Schibsted will receive one series A share in MPI for each series A share owned in Schibsted (1:1) and one series B share in MPI for each series B share owned in Schibsted (1:1). Due to legal constraints, MPI will initially inherit Schibsted's share structure with Series A- and B shares carrying different voting rights. However, Schibsted, as a majority owner, will support a simplified governance structure without ownership or voting limitations and an amalgamation into only one series of shares in due course, which ECGS strongly welcomes. As a matter of principle, ECGS is supportive towards corporate spin-offs as they give shareholders the ability to choose whether they will continue to be exposed to the more 'newspaper and online classified businesses in the Nordic countries' (Schibsted) and/or 'managing online marketplaces' (MPI), if not they can simply sell their shares. In addition, MPI will initially be backed-up by Schibsted as a long-term shareholder (with an interest of 65%, thereby giving MPI sufficient substance to operate on a stand-alone basis. Based on the analysis above, ECGS recommends to vote FOR the demerger plan.

Under ITEMS 5a-5f, the election of the board of directors of MPI is proposed.

In light of insufficient independent representation on the (future) MPI board, ECGS recommends to vote OPPOSE to the election of: Ms. Kristin Skogen Lund (ITEM 5b), Mr. Terje Seljeseth (ITEM 5d) and Ms. Sophie Javary (ITEM 5e).
Under ITEM 5f, the board of directors of Schibsted proposes to newly appoint a candidate to be announced ahead of the EGM. To date of this report, the name of said candidate has not been announced yet. In ECGS' view this is a significant corporate governance breach and totally unlike best practice. ECGS therefore recommends to vote OPPOSE.

Schibsted B


Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch