Annual Report • Apr 20, 2016
Annual Report
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| THIS IS SCHIBSTED MEDIA GROUP | 3 |
|---|---|
| CEO4 | |
| KEY FIGURES | 6 |
| BOARD OF DIRECTORS' REPORT | 8 |
| STATEMENT OF EXECUTIVE COMPENSATION46 | |
| SOCIAL RESPONSIBILITY 52 |
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| CORPORATE GOVERNANCE68 | |
| MEMBERS OF THE BOARD | 90 |
| THE NOMINATION COMMITTEE'S REPORT | 94 |
| SHARE INFORMATION96 | |
| FINANCIAL STATEMENTS / GROUP | 102 |
| NOTES / GROUP108 | |
| FINANCIAL STATEMENTS / ASA 159 |
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| NOTES / ASA 162 |
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| AUDITOR'S REPORT | 174 |
Our strategy of becoming a global leader within our chosen fields is ambitious. It consists of three elements that work seamlessly together: Online Classifieds, Growth and Media Houses.
We aim to be a global leader in online classified marketplaces and offer our users the best possible solutions and services.
We invest in great entrepreneurs and help scale their businesses locally and internationally by leveraging the Schibsted ecosystem.
We are building world-class digital media houses that will shape the media landscape for years to come.
From Mexico to Malaysia, from Brazil to Norway – millions of people interact with Schibsted companies every day.
We are meeting our customers' needs with our expanding range of smart products and services. Schibsted is becoming increasingly international, and we are rapidly moving forward.
We ensure that new and old sofas can be sold. News reports are read and watched when, where and how consumers want. Weather reports are checked with quick online services. Carpenters are found through a couple of clicks. TV viewing is planned. Maps and routes are checked.
Job seekers and employers are connected. Deals are made. Old cars find new owners. Prices are compared. And the latest fashion is browsed...these are just some of the ways our services empower people in their daily life. All around the world.
Our international reach requires that we understand and are sensitive to the diversity of our customers and companies. We are committed to constantly innovating and improving our services to meet the needs of people all around the world. Today and tomorrow.
Schibsted sees many exciting opportunities in the digital transformation, and in 2015 we placed ourselves in a better position to take full advantage of them
Schibsted delivered good results in 2015. In Europe, our popular marketplaces hold leading positions in countries like Norway, Sweden, France, Ireland, Spain, Austria and Italy. These are all doing well, in particular our site Leboncoin in France. We also continued our work on developing and further consolidating the positions of many of our key marketplaces. I'd like to mention Spain in particular, where we have many leading sites, such as Vibbo (previously Segundamano), Milanuncios, Infojobs, Coches and Fotocasa. We did a lot of good work on these sites during 2015, and the results are already beginning to show. At the same time, the macro-economic climate in Spain has
picked up, and we see Spain as a key country for future growth.
For the media houses, it is a remarkable achievement that Aftonbladet now reaches more than 3.5 million readers (around half the population) in Sweden every day. Aftonbladet's daily digital reach is equal to that for Facebook, which is unique for a media house. In Norway, VG also enjoys a strong digital position with an extremely impressive reach of 2.3 million readers daily. Both these single-copy sales papers have experienced a brutal decline in print circulation in recent years, yet at the same time have increased their digital reach in a
very impressive way. For the subscription papers, we see that consumer sales are holding up well, driven by popular, digital offerings.
As expected, the trend of declining print advertising revenues continued for all our media houses. We also experienced a decline in digital display advertising in Norway. Our aim is to improve this by launching new and better digital advertising products and to continue to improve our offerings to our readers. I am pleased to note that 2015 was one of the best years ever in terms of the journalistic quality of our media houses, who continue to win prestigious prizes both nationally and internationally. I am truly impressed with all the strong stories we uncover. We set the agenda and keep our readers well informed.
We've been working very hard for several years now on building the digital media houses of the future. We will continue to do so, at the same time as we acknowledge the difficulty of the task and the impacts of declining revenues, downsizing and uncertainty on our employees.
I view the introduction of the B-share as a key event in our history and an important tool for capturing growth opportunities that will benefit our Group tremendously as we continue our journey towards the next level. Therefore, an important event for us in 2015 was the successful issuance of B-shares resulting in gross proceeds for the Group of NOK 2,656 million. The proceeds will be used to strengthen our overall strategy: to continue to pursue growth in online classifieds, develop world-class digital media houses, and to build logged-in ecosystems to accelerate growth. In addition to fueling organic growth, this also gives us the financial muscle to pursue strategic acquisitions, especially within the online classifieds segment. We have already reached an agreement to buy 80 percent of the Swedish real estate portal Hemnet for NOK 1.5 billion, and we expect the competition authorities to approve the acquisition during the first half of 2016.
Every day, we see how the ongoing digital revolution is rapidly changing the world around us. It is changing people's use of media and digital services faster than most could predict. In order for us to stay relevant to our users, we have to be at the forefront and deliver excellent services.
In 2015, we therefore continued our work on building a world-class product and technology organization that has started to deliver excellent digital products, systems and solutions in collaboration with local teams. We built a new, state-of-the-art media platform for our media houses. The platform is a strategically important tool for understanding our readers and their behavior in order to provide even better digital journalism and to personalize user experience. It was first implemented in Svenska Dagbladet in the spring of 2015.
We are also focusing strongly on developing new, digital ad products for our advertisers. We launched a new geotargeting product in Norway and a self-service product in Leboncoin – a powerful tool that allows small and medium advertisers to create their own text ads in order to target users based on location and interests.
When things are changing so quickly, it is only natural that we change with them so that we are equipped to seize the opportunities that arise. We have therefore implemented a new organizational structure which we believe will be better suited to rapidly implementing new technology and products that give our users fantastic digital and personalized experiences in their preferred formats.
With our new organization, our strong common product and tech organizations will enable a
global perspective on all new development and innovation, which in turn will mean faster decisions and time to market. The new organization will enforce our mission of empowering people with products and services that are great and relevant.
Moving forward, we will strengthen Schibsted's position as a global, user-centric company made up of strong national digital ecosystems, centred on data linked to user identity. We will pursue our strategic goals with full force:
We have a strong foundation to build on. Our culture is defined by highly motivated people who are committed to building and creating something new. We have both disrupted and reinvented ourselves before; now we must do it again, only this time more fundamentally than ever before. With our leading positions, strong brands, and competent people, I am optimistic that we will succeed in reaching our goals.
CEO Schibsted Media Group
| (NOK million) | 2015 | 2014 | 2013 Restated |
2012 Restated |
2011 |
|---|---|---|---|---|---|
| Operating revenues | 15,117 | 14,975 | 14,870 | 14,763 | 14,378 |
| Operating expenses | (13,101) | (13,034) | (13,093) | (12,754) | (12,232) |
| Income from associated companies | 34 | 39 | |||
| Gross operating profit (EBITDA) | 2,016 | 1,941 | 1,777 | 2,043 | 2,185 |
| Depreciation and amortisation | (498) | (467) | (476) | (479) | (505) |
| Share of profit (loss) of joint ventures and associated companies | 52 | (841) | (123) | ||
| Impairment loss | (488) | (131) | (150) | (548) | (191) |
| Other revenues and expenses | 1,079 | 8 | 647 | (287) | (50) |
| Operating profit | 2,161 | 510 | 1,675 | 729 | 1,439 |
| Profit (loss) before taxes | 1,966 | 382 | 1,490 | 620 | 1,331 |
| Gross operating margin (EBITDA) (%) | 13 | 13 | 12 | 14 | 15 |
| Equity ratio (%) | 51 | 38 | 46 | 40 | 41 |
| Net interest bearing debt/EBITDA | 0.4 | 1.1 | 0.6 | 0.7 | 0.8 |
| Earnings per share (NOK) | 5.79 | (0.84) | 4.72 | 0.66 | 3.50 |
| Earnings per share - adjusted (NOK) | 3.17 | (0.73) | 1.95 | 4.09 | 4.38 |
| Diluted earnings per share (NOK) | 5.78 | (0.84) | 4.71 | 0.66 | 3.50 |
| Cashflow from operating activities per share (NOK) | 4.56 | 5.73 | 3.34 | 5.96 | 7.62 |
| ONLINE CLASSIFIEDS | |||||
| Operating revenues | 5,640 | 4,741 | 4,184 | 3,647 | 3,198 |
| Gross operating profit (EBITDA) | 1,641 | 1,402 | 992 | 1,100 | 993 |
| Gross operating margin (EBITDA) (%) | 29 | 30 | 24 | 30 | 31 |
| SCHIBSTED NORGE MEDIA HOUSE (Norway) | |||||
| Operating revenues | 5,687 | 6,217 | 6,338 | 6,485 | 6,529 |
| Gross operating profit (EBITDA) | 397 | 537 | 723 | 772 | 926 |
| Gross operating margin (EBITDA) (%) | 7 | 9 | 11 | 12 | 14 |
| SCHIBSTED SVERIGE MEDIA HOUSE (Sweden) | |||||
| Operating revenues | 3,893 | 3,762 | 3,720 | 3,538 | 3,611 |
| Gross operating profit (EBITDA) | 418 | 385 | 354 | 429 | 445 |
| Gross operating margin (EBITDA) (%) | 11 | 10 | 10 | 12 | 12 |
DEFINITIONS
Equity ratio Equity / Total assets.
EBITDA margin Gross operating profit (loss) /Operating revenues.
Earnings per share Profit (loss) attributable to owners of the parent / Average number of shares outstanding. Diluted earnings per share Profit (loss) attributable to owners of the parent / Average number of shares outstanding (diluted). Cash flow from operating activities per share Cash flow from operating activities/Average number of shares outstanding.
Schibsted has made considerable progress during 2015 on the path to becoming a truly technology-based, global media company. A large number of highly qualified product and tech experts have joined Schibsted during the past 12 months, and we are happy to report that we will launch several new products in 2016. We firmly believe in the benefits of investing in new technology in order to leverage our global scale and maximize value creation for our customers, advertisers and shareholders.
The reason is simple: the speed of development in Schibsted's markets is accelerating. New technology and changing consumer behavior create opportunities and challenges for our media houses, our digital marketplaces and our growth businesses. To stay competitive, we must invest.
To secure productive use of our tech investments, Schibsted is implementing a new organization. The purpose is to support, speed up and streamline the product and tech development processes. Product and tech management are organized as central units, serving all our operating units. For users it will mean access to digital products which are frequently updated.
Schibsted Media Group's Board 2015-2016 From the left: Jonas Fröberg, Tanya Cordrey, Eva Berneke, Christian Ringnes, Ole Jacob Sunde (Chair), Finn Våga, Eugenie van Weichen, Ingunn Saltbones and Birger Steen. Arnaud de Puyfontaine was not present at the photo session.
In Sweden and Norway, Schibsted holds strong leadership positions in both media and marketplaces. By combining these positions, we can capture, process and analyze user data and offer targeted and personalized solutions – not only for advertising, but also for editorial content and classified listings. The strong brands and traffic positions of our online classifieds operations outside Scandinavia also represent opportunities to develop ecosystems in these markets.
The ecosystem strategy is important to securing long-term competitive positions for all our business units. We are moving towards a world of logged-in users. Redefining the competitive landscape we will consider joining forces with other providers to reinforce our positions in areas of technology, access to user data and content.
During 2015 we established a B-share class, which will be an important tool when pursuing further growth. A dual share class structure will enable us to fully utilize the equity markets. In September 2015 we took advantage of the new model and raised NOK 2.6 billion in new equity. We plan to use the proceeds to strengthen our growth profile. In particular, we follow the consolidation trend in the online classified markets closely and have the financial and operational capability to strengthen our portfolio should relevant opportunities arise.
The United Nation's sustainable development goal no 12 states: "Ensure sustainable consumption and production patterns." Achieving economic growth and sustainable development requires that we urgently reduce our ecological footprint by changing the way we produce and consume goods and resources. With its online classifieds sites, Schibsted has created an arena for reuse where people can buy and sell items second-hand instead of buying new. The combined potential environmental effect of five of our marketplaces could save 12.5 million tons of CO2 emissions annually. Every individual using these services has the power to help reduce the environmental impact in their daily life. For Schibsted, this goes hand in hand with our mission "Empowering people in their daily life".
In a year of fast development in the media markets, Schibsted continued to develop along the strategic course set out by the Board. Our aim is to build global leadership in Online classifieds and develop world-class digital media houses.
Our online classifieds operations have continued to strengthen their market positions and grow revenues rapidly. This goes both for our key established markets in Europe, but also in earlier stage geographies in Europe and in emerging markets. During the last year, we have experienced the benefits of consolidating online classifieds markets. Schibsted has been among the industry leaders when it comes to consolidation by establishing joint ventures and making acquisitions. This creates better marketplaces and better products for consumers and professionals alike by increasing the number of listings and the liquidity of the sites. At the same time, it makes it possible to significantly reduce investments in each market.
In order to deliver even better products to our users and customers we are implementing a new organizational structure with four geographies and stronger focus on global product and technology. Combining a significant increase in product and technology development with centralization of resources and decision-making will make us more speedy, innovative and competitive. Schibsted's culture is marked by highly motivated people who are committed to build and create something new, and we will disrupt ourselves if needed. In short, we are putting users first.
Our media houses have improved their reach and grown revenues from digital products, and at the same time adapted the cost base to the market development for print products. Nevertheless, the industry-wide decline in print advertising revenues and softening digital growth has led to pressure on profit margins for the media houses overall.
In 2015, Schibsted established a B-share class in order to provide flexibility to pursue value creative M&A. NOK 2.6 billion in new equity was raised in a private placement in September 2015.
The Board proposes allocating a dividend of NOK 1.75 per share for the 2015 financial year.
Schibsted Media Group presents its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), as approved by the EU.
| SCHIBSTED MEDIA GROUP (NOK million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 15,117 | 14,975 |
| Operating expenses | (13,101) | (13,034) |
| Gross operating profit (EBITDA) | 2,016 | 1,941 |
| Depreciation and amortisation | (498) | (467) |
| Share of profit(loss) from joint ventures and associated companies | 52 | (841) |
| Impairment loss | (488) | (131) |
| Other income and expenses | 1,079 | 8 |
| Operating profit | 2,161 | 510 |
| Gross operating profit (EBITDA) margin | 13 % | 13 % |
| Gross operating profit (EBITDA) ex. SCM Investment phase | 2,527 | 2,444 |
| Gross operating profit (EBITDA) margin ex. SCM Investment phase | 17 % | 16 % |
| SCM Investment phase | (511) | (503) |
Operating revenues reported for the Group increased by 1 percent from 2014 to 2015. The increase in revenues stems from good growth within the Group's online classifieds segment as well as from digital media within the Swedish media house.
The online classifieds segment had a growth in operating revenues from 2014 to 2015 of 19 percent. The most important growth drivers were Leboncoin.fr, the Spanish sites and Subito.it. The Norwegian market-leading online classifieds site Finn.no reported a reduced growth rate due to the decision to turn the private miscellaneous market place into a freemium model, a softer display advertising market and volume decline in the job vertical.
Advertising revenues (including online classifieds) increased by 4 percent from 2014 to 2015. The structural migration from print to online caused advertising revenues from print to decrease by 22 percent. Online newspaper advertising had a growth of 3 percent, while advertising revenues from online classifieds increased by 17 percent.
Changes in readership habits and acceleration in the speed of transition to digital media have, as in previous years, led to a considerable decline in circulation volumes of the single-copy newspapers VG and Aftonbladet. This decline was to a significant extent compensated by price increases, and total single-copy circulation revenues for print and online fell by 4 percent. The subscription newspapers were able to slow down the subscription volume decline through attractive online and print/online bundled subscriptions, combined with
some price increases. Underlying circulation revenues from newspaper subscriptions increased by 2 percent.
The Group's total operating expenses experienced a reported increase of 1 percent. In order to capture opportunities in the market and to build number-one positions, Schibsted is investing significant amounts in developing online classifieds products and markets. In 2015, the investment, defined as proportional gross operating loss (EBITDA) for the operations in Investment phase, was NOK 848 million. Of this, NOK 511 million affected the gross operating profit negatively. The remaining NOK 337 million was incurred in joint ventures, and is under IFRS reported on a net result basis (the equity method), included in net operating profit (EBIT). In addition, Schibsted has incurred significant costs related to digital product and technology, such as Schibsted Payment ID (SPiD), advanced data analytics, mobile platforms and web TV. The Group continuously works on adapting the cost base in the media houses to market trends. Significant cost reductions on several fronts were made to the print editions in 2015, and this focus will be maintained going forward.
The impairment loss of NOK 488 million (NOK 131 million) is mainly related to the negative development over the last few years for print newspapers, and a continued negative trend for Schibsted's Norwegian subscription based newspapers in 2015. Digital revenues increased, but not sufficiently to offset the decline in revenues from print products. NOK 428 million of the impairment relates to goodwill in the Norwegian subscription newspapers. After the impairment, the total carrying amount of Schibsted's subscription based newspapers in Norway is around NOK 1 billion, of which around NOK 200 million is related to goodwill. Most of the value came into Schibsted's balance sheet in connection with the consolidation of the subscription newspaper market that was completed in 2009. In 2014, impairment loss was mainly related to tangible assets in the printing operations.
Share of profit (loss) of joint ventures and associates of NOK 52 million in 2015 includes a gain on sale of NOK 450 million related to Schibsted's agreement with Naspers, Telenor and Singapore Press Holdings.
Other income and expenses in 2015 were net NOK 1,079 million (NOK 8 million). On the positive side, a gain of NOK 858 million on remeasurement of previously held ownership in new subsidiaries, primarily Shpock (Finderly) materially contributes. NOK 239 million gain on the sale of Aspiro and NOK 124 million gain on the sale of Schibsted's online classifieds operations in Switzerland also contribute significantly. On the negative side, restructuring costs of NOK 141 million is linked to Schibsted's continuous work on cost adaptions in the media houses to align the cost base to market changes.
Schibsted's Annual General Assembly on 8 May 2015 approved the company's introduction of a new class of low-voting B-shares. The establishment of the new B-share class was done through a split of the Company's shares so that for every A-share each shareholder
received one B-share. The B-shares are ordinary, fully-paid shares carrying equal rights in all respects except that the B-shares are low-voting shares with 1/10 of the voting power of the A-shares. The stock split became effective on 1 June 2015.
Schibsted's strategy remains focused on becoming a global leader within online classifieds and on building world-class digital media houses. The company introduced the B-share class to ensure that we have the financial flexibility to participate in value accretive growth initiatives going forward. The scheme provides Schibsted with full equity capital market access while preserving the central role of the Tinius Trust and Blommenholm Industrier in supporting Schibsted.
Schibsted's Annual General Assembly on 8 May 2015 granted the authorization to the board of directors to offer up to 10,800,361 B-shares, equal to 5% of the existing share capital or 10% of the existing B-shares outstanding. The board of directors exercised this authorization on 9 September 2015. The offering consisted of a private placement to institutional investors in Norway and internationally. The offering received good support, and was completed at an offer price of NOK 246 per share, which was determined through an accelerated book-building process.
In May 2015 Schibsted placed a conditional offer to acquire the Swedish online real estate vertical Hemnet. All four existing shareholders of the Swedish real estate classifieds site Hemnet accepted Schibsted's offer, and an agreement has been signed. Two of the four existing shareholders, Mäklarsamfundet and FMF (Fastighetsmäklarforbundet), accepted the offer late December 2015 but will retain a 10 percent ownership share each. This implies that Schibsted will own 80 percent of Hemnet. The offer valued Hemnet at SEK 1,500 million enterprise value on a 100 percent basis. The acquisition is subject to clearance by Swedish competition authorities (KKV). Schibsted is optimistic concerning the prospects of a clearance. The transaction is expected to close within first half 2016.
Schibsted's strategy implies an asset portfolio focused on core assets. During 2015 Schibsted has divested its shares in music streaming service Aspiro, freesheet newspaper 20 Minutes France (closed 7 January 2016), freesheet newspaper 20 Minutos Spain and publishing house Schibsted Forlag, including Ebok.no.
Schibsted and the Irish online media company Distilled Media agreed to join forces in the Irish online classifieds market, demonstrating Schibsted's willingness to execute our strategy of in-market consolidation. The new entity will combine Schibsted's generalist online classifieds site DoneDeal.ie while Distilled Media contributes Ireland's leading real estate site Daft.ie and the generalist site Adverts.ie. This move gives the combined company the leading positions in the generalist, cars and real estate segments in Ireland while also creating an online advertising business of scale with the capability of competing head to head with the international internet majors.
Underlying growth in revenues (adjusted for currency effects, acquisitions and divestments, and joint ventures are included using proportionate consolidation) was 12 percent for Online classifieds in 2015. The Online classifieds operations outside Norway grew 15 percent, underlying.
Schibsted Norge Media House had an underlying decline in revenues of 6 percent in 2015, while Schibsted Sverige Media House had an underlying growth in revenues of 1 percent in 2015.
The Group increased its revenues by 1 percent, underlying.
Underlying development of Schibsted's operating expenses was -2 percent in 2015.
In total, currency effects affected Schibsted's 2015 operating revenues positively by NOK 371 million. Operating expenses similarly increased by NOK 328 million through currency changes.
Schibsted gained final approval from the French competition authorities on 1 January 2016 to sell our 50 percent stake in freesheet newspaper 20 Minutes France to Belgian media group Groupe Rossel. The transaction closed 7 January 2016.
EFTA's surveillance authority ESA on 25 January 2016 approved the Norwegian government's proposal to introduce a zero VAT rate for electronic news services, with effect from 1 March 2016. The measure is designed to bring the VAT treatment of electronic news services in line with that applicable to printed newspapers, where the existing zero VAT rate will remain in place unchanged. The final rules regarding delimitation of the definition for electronic news services are unfinished.
Schibsted has been involved in a dispute with Norwegian tax authorities regarding taxation of sale and leaseback of properties. Oslo District Court issued a verdict in March 2016 in favor of Norwegian tax authorities. Schibsted has accrued for any potential tax liability resulting from this issue in the annual accounts for 2015. Schibsted will consider appealing the verdict.
To ensure that Schibsted has the financial flexibility to participate in value accretive growth initiatives going forward, the company introduced a new class of low-voting B-shares on 1 June 2015. This scheme provides Schibsted with full equity capital market access while preserving the central role of the Tinius Trust and Blommenholm Industrier in supporting Schibsted.
The establishment of this new class B was done through a split of the Company's shares so that for every A-share each shareholder received one B-share. The B-shares are ordinary, fully-paid shares carrying equal rights in all respects except that the B-shares are low-voting shares with 1/10 of the voting power of the A-shares. The Annual General Meeting approved the establishment of the B share class 8 May 2015, and the share split was effective on 1 June 2015.
Schibsted ASA completed on 9 September 2015 an offering of 10,800,361 B-shares, equal to 5 percent of the existing total share capital of the company or equal to 10 percent of the B-shares outstanding. The share issue made a net contribution to Schibsted's equity with NOK 2,640 million.
The carrying amount of the Group's assets increased by NOK 3,742 million to NOK 21,616 million during 2015. The increase is mainly from business combinations, increased cash from share issue and translation differences (weakening of NOK versus EUR and SEK). The Group's net interest bearing borrowings decreased by NOK 1,291 million to NOK 792 million. The Group's equity ratio was 51 percent at the end of 2015 and 38 percent at the end of 2014.
Schibsted's holding of treasury shares, acquired under current authorization from the Annual General Meeting to increase the number of treasury shares to maximum 10,800,361 during a period of 12 months, was reduced from 582,218 pre B-share split SCH-ticker shares at the beginning of 2015 to 314,079 treasury A-shares and 565,204 treasury B-shares at end 2015. The decrease is a result of shares sold and transferred to employees in connection with various incentive programs.
As of 31 December 2015, Schibsted's net interest-bearing debt was NOK 0.8 billion, compared to NOK 2.1 billion as of 31 December 2014.
In June, Schibsted ASA entered into a new long term loan agreement of EUR 50 million with the Nordic Investment Bank. The loan will be repaid by semi-annual installments from 2019 and the final maturity is in June 2025. In December, a bond of NOK 400 million was repaid at maturity.
Schibsted has two long term revolving credit facilities of totally EUR 425 million. One of the facilities, the revolving credit facility of EUR 300 million, was extended by one year and the new maturity of the facility is now 15 July 2020. There is still one more extension option with possibility of extending the facility to 15 July 2021. As of 31 December 2015 none of these facilities were drawn.
Schibsted's revolving credit facilities and bank loans are subject to financial covenants linked to the ratio of net interest-bearing debt to gross operating profit (EBITDA). This ratio was 0.4 at the end of 2015 and is well within the financial covenant.
After the issue of B-shares in September 2015 the Group's liquidity reserve is much higher than before. The Group's liquidity reserve consists of long-term unutilized revolving credit facilities and cash reserves, and amounted to NOK 6.0 billion at year-end. This gives a liquidity reserve of 40 percent of annual revenues.
Net cash flow from operating activities was NOK 993 million for the year 2015, compared to NOK 1,230 million in 2014. The change is largely related to a less favorable development in working capital.
Net cash flow from investing activities was NOK -1,513 million for the year 2015, compared to NOK -1,580 million in 2014. The Group has invested NOK 460 million (NOK 630 million) in fixed and intangible assets. Proceeds from the sale of fixed and intangible assets amount to NOK 34 million (NOK 375 million). Net payments related to business combinations were NOK 753 million (NOK 532 million). Proceeds from the sale of subsidiaries, businesses and other ownership interests were NOK 604 million (NOK 14 million). Payments related to investments in other shares came to NOK 856 million (NOK 835 million). The majority of the investments in other shares are related to capital contributions to lossmaking joint ventures and associates.
Net cash flow from financing activities was NOK 1,683 million for the year 2015, compared to NOK -116 million in 2014. The capital increase in September 2015 contributed NOK 2,634 million. Dividends paid to owners of the parent and non-controlling interests were NOK 567 million (NOK 509 million). Net change in interest bearing debt totaled NOK -213 million (NOK 512 million) and net cash payments from changes in ownership interests amount to NOK -187 million (NOK -150 million).
Schibsted's vision is "Shaping the media of tomorrow. Today." To achieve this, we have to constantly innovate and improve the products we offer our users, both in our marketplaces and in the media houses. Schibsted Media Group has been at the heart of the digital
transformation for 20 years and we continue to invest substantial resources in improving and developing our products.
Users are changing behavior at a higher pace than ever before. They consume media in new ways and across platforms, they expect online services to follow them seamlessly, they expect services to know them and anticipate their needs, they seek one-click solutions and immediate response, and they are more adept as digital consumers. We must live up to their high expectations.
In 2015 significant resources have therefore been allocated to accelerate the development of a central organization for group-wide development of products and technology in response to both user and advertiser needs. By centralizing a larger part of the core technology development, the intention is to free up capacity in the operational units for new product development. The increasing globalization of the competition in the online sector and the move towards more identity-driven products requires a centralized approach in order to reduce the time-to-market of new products based on new technology.
Innovation has always been an important part of the DNA of Schibsted Media Group and its organizations and companies. "We are innovative" is one of our four core values. Schibsted Media Group is recognized as one of the most innovative media companies in the world. Constant innovation is key in order to maintain this position. Our innovation efforts are primarily focused on online classified platforms, media platforms, online payments, advertising technology, data analytics and identity. To emphasize the importance of innovation in Schibsted, an innovation award was presented for the fifth year running.
The 2015 Innovation Award featured a record 44 entries and was won by the team behind the new Schibsted Media Platform. The new media platform has a user-first perspective and encompasses the entire newsroom production process. It is highly scalable across all media companies and allows publishers to leap into a digital only-newsroom.
All the Group's companies are making continuous efforts to further develop both existing products and products that will provide new revenue flows. Expenditure related to the development of intangible assets is only capitalized when the future economic value can be demonstrated.
Schibsted is operating in an industry that is subject to constant change. Our ambition, underpinned by our business model and strategy, is to remain resilient in the face of constant game-changing disruption through innovation and continuously challenging ourselves to improve.
Schibsted's advertising revenues are to a certain extent affected by cyclical developments in real economy figures, notably GDP growth, unemployment rates, and consumer confidence. The Group's advertising revenues from the recruitment market and, to a lesser extent, the real estate market and display advertising, are the revenue streams most exposed to cyclicality. In 2015 the Group's advertising revenues amounted to 60 percent (59 percent) of total revenues. In total, six percent of Schibsted's revenues come from recruitment advertising, of which 90 percent is digital. Most of the recruitment revenues come from the print newspapers in Schibsted Norge, InfoJobs Spain, and Finn.no. Most of the future growth in advertising revenue is expected to come from consumer-oriented classifieds services such as Vibbo and Leboncoin. These revenues are considered to have a relatively low degree of cyclicality.
The Group's revenues from print newspapers are impacted by structural changes in media consumption, resulting in accelerated migration from print to digital consumption. Moreover, the Group is facing structural changes in the digital advertising market as advertising revenues follow the user consumption patterns from desktop to mobile platforms. The Group's ambition is to proactively address and reduce the impact of these risks, and the key focus areas in the Group's strategy contribute to achieving this. Examples of action taken by the Group are the implementation of user payment systems in all media houses and proactive efforts towards building a position in web TV. The Group is increasing its efforts in joint development of platforms for media houses and online classifieds as well as advertising technology and analytics.
As a global player in an industry subject to technology developments that advance at an increasingly rapid pace, the Group is exposed to potential competition from disruptive players, technology or business models. The classifieds operations also face a competitive environment in several markets. Strategic initiatives such as the Group's commitment to technology and innovation, and to diversification of revenue streams from the media houses, online classifieds, and the growth companies, are all aimed at reducing the impact of this risk. Online classifieds risk in certain operations in emerging markets is further mitigated and diversified through a partnership with Telenor, Singapore Press Holdings and Naspers.
Schibsted has Norwegian krone (NOK) as its basic currency, and is exposed to fluctuations in the exchange rates of other currencies through its operations outside Norway.
Schibsted has exchange rate risks linked to both balance sheet monetary items and the translation of investments in foreign operations. The Group makes use of loans in foreign currencies and financial derivatives (forward contracts and cross-currency swaps) to reduce its foreign exchange exposure. Schibsted actively manages loans in foreign currencies and financial derivatives in accordance with the Group's financial strategy in order to reduce the currency risk.
Exchange rate fluctuations may affect the ratio of net interest-bearing debt to gross operating profit (EBITDA). A general 10-percent depreciation of NOK will increase the Group's net interest-bearing debt by around NOK 34 million as of 31 December 2015 and will cause a change in the ratio of net interest-bearing debt to EBITDA of around 0.02.
Virtually all of the Group's debt as at 31 December 2015 was subject to a variable interest rate. Consequently, changes in interest rates affects both interest bearing debt and cash balances. A general change of one percentage point in the variable interest rate will change Schibsted's net interest expenses by approximately NOK 8 million.
Schibsted uses newsprint and is exposed to price fluctuations in the paper market. A onepercent change in price alters the Group's raw material costs by around NOK 5 million per year. The price of newsprint in Norway and Sweden is negotiated with suppliers each year.
At the end of 2015, the Group had limited exposure to the stock market and therefore less risk of losses.
Account receivables are diversified through a high number of customers, customer categories, and markets. Account receivables consist of a combination of prepaid subscriptions or advertisements and sales invoiced after delivery of the product. The credit risk posed by some receivables (prepaid subscriptions and payments made by credit card on purchase date) is minimal, while for other receivables it is higher. Credit risk will also vary across the countries in which we operate. Credit insurance is also used to some extent. Overall, the credit risk is considered low.
| ONLINE CLASSIFIEDS (NOK million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 5,640 | 4,741 |
| Gross operating profit (EBITDA) | 1,641 | 1,402 |
| Gross operating profit (EBITDA) margin | 29 % | 30 % |
| Gross operating profit (EBITDA) ex investment phase | 2,152 | 1,905 |
| Gross operating profit (EBITDA) margin ex. SCM Investment phase | 40 % | 41 % |
| Gross operating profit (EBITDA) investment phase | (511) | (503) |
Schibsted has market leading, profitable positions in the online classifieds markets in Norway, Sweden, France, Spain, Italy, Ireland, Austria, Malaysia and Hungary. This business area also includes online classifieds sites in several early stage markets; both fully owned and through joint ventures.
• Schibsted acquired the Mexican online classifieds site Anumex in June 2015. The site contributes to strengthen the market leading position of our existing site segundamano. mx. Schibsted regards the Mexican online market to be highly attractive, though relatively immature. Internet penetration as well as the general economy enjoys high growth rates.
Leboncoin.fr is the leading online classifieds marketplace in France. The site ranks among the top five online sites in terms of traffic measured by page views (source: Comscore, December 2015) and has a strong position within generalist, cars, real estate and jobs ads.
| LEBONCOIN.FR (EUR million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 179.7 | 150.7 |
| Gross operating profit (EBITDA) | 110.6 | 101.5 |
| Gross operating profit (EBITDA) margin | 62 % | 67 % |
• Leboncoin has made several improvements in their iOS and Andriod apps during 2015, such as geolocation features. The iOS app is now universal, which means it's the same app for iPhone and iPad. The increased focus on mobile development is also visible looking at the improved ratings for the apps on the app stores. Mobile traffic already account for around 60 percent of site visits and will continue to grow rapidly.
Blocket.se is the number-one website for online classified ads in Sweden as well as one of the country's strongest brands. Bytbil.se is the leading classifieds site for cars in Sweden.
| BLOCKET.SE/BYTBIL.SE (SEK million) * | 2015 | 2014 |
|---|---|---|
| Operating revenues | 958 | 857 |
| Gross operating profit (EBITDA) | 552 | 508 |
| Gross operating profit (EBITDA) margin | 58 % | 59 % |
*Servicefinder included from Q1 2015
Finn.no is clearly the number-one website for online classified ads in Norway. The company is the market leader in the field of car, real estate, recruitment and generalist ads.
| FINN.NO (NOK million) * | 2015 | 2014 |
|---|---|---|
| Operating revenues | 1,472 | 1,421 |
| Gross operating profit (EBITDA) | 655 | 637 |
| Gross operating profit (EBITDA) margin | 44 % | 45 % |
* Mittanbud included from Q1 2015.
SCM Spain is the clear leader in the Spanish online classifieds market with clear number-one positions in generalist, cars and jobs, as well as a joint number-one position in real estate. The company operates under the main brands Segundamano.es, Milanuncios.com, Coches.net, InfoJobs.net and Fotocasa.es.
| SCM SPAIN (EUR million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 99.0 | 84.7 |
| Gross operating profit (EBITDA) | 24.7 | 14.0 |
| Gross operating profit (EBITDA) margin | 25 % | 17 % |
Subito.it (Italy) is the leading generalist and car classifieds site in Italy. In order to increase the gap to competitors in the Italian online classifieds market further, Subito.it has invested substantially in marketing in 2015. This has yielded good results in the form of an increased pace of growth in revenues and traffic. Subito.it is the eleventh-largest website in Italy in terms of traffic measured by page views (source: Comscore, December 2015).
Schibsted and Irish online media company Distilled Media agreed to join forces in the Irish online classifieds market in July 2015 by combining the highly successful sites DoneDeal.ie, Daft.ie and Adverts.ie. The new company has leading positions in the generalist, cars and real estate segments in Ireland. The consolidation deal in Ireland is a good example of Schibsted's strategy of in-market consolidation.
Willhaben.at (Austria) is the leader in the generalist and real estate market. It also has a strong position in the car market, and the site is in the top seven online sites in Austria in terms of page views (source: Comscore, December 2015). The site continues to grow fast in terms of traffic with corresponding revenue growth.
Mudah.my is the clear market leader in online classifieds in Malaysia, and holds strong positions in generalist, cars, and real estate. Mudah's revenues showed a healthy growth rate again in 2015, and the site was EBITDA positive for the second straight year.
Schibsted owns the leading car classifieds site in Hungary, Haznaltauto.hu. The site holds a strong position in the Hungarian market. Revenues grew at a good pace in 2015 and the site produces healthy EBITDA margins.
Schibsted Classified Media lays the foundation for future growth by leveraging our people and technology. Several avenues of growth are pursued, notably developing existing sites with new innovative products and service offerings, expanding into new verticals in existing markets, select greenfield start-ups and in-market consolidation through joint ventures or M&A. The businesses in this phase are mainly launched based on the successful Swedish Blocket concept. Experiences from successful establishments in core markets form the basis for investments in online classifieds in new markets.
In 2015, the portfolio of online classifieds sites in Investment phase has developed well and has increased traffic significantly.
Schibsted, together with Telenor, Naspers and Singapore Press Holdings has joint ventures with varying ownerships shares in Brazil, Indonesia, Thailand and Bangladesh. The joint ventures hold strong market-leading positions in all the markets, apart from in Bangladesh, where it is the number two player.
Schibsted hold market positions with great potential in several markets. Sites such as Segundamano.mx in Mexico, Yapo.cl in Chile (50/50 joint venture with Telenor) and Tori.fi in Finland are all number one in their respective markets.
Schibsted merged its online classifieds site Bikhir.ma with the main competitor Avito.ma in 2014 creating a joint venture in Morocco. Schibsted increased its ownership stake to 100 percent in 2015. Traffic and revenues are developing according to plan.
Schibsted has increased the ownership in the mobile-only app Shpock. The app has shown a promising trend in Austria, Germany and the United Kingdom.
In total, Schibsted Classified Media's Investment phase operations include activities in 19 countries.
The total amount invested decreased in 2015. In 2015, the investment charged to gross operating profit (EBITDA) was EUR 57.0 million (EUR 59.9 million). In addition, EUR 38.3 million (EUR 100.6) was invested through joint ventures, an amount which does not affect EBITDA, but which does affect operating profit (EBIT). In total, investments amounted to EUR 95.3 million (EUR 160.5).
The media houses in Schibsted Norge comprise single-copy newspaper VG (print and online), the subscription-based newspapers Aftenposten, Bergens Tidende, Stavanger Aftenblad, and Fædrelandsvennen (print and online), printing plant operations, distribution operations and Schibsted Growth.
| SCHIBSTED NORGE MEDIA HOUSE (NOK million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 5,687 | 6,217 |
| Gross operating profit (EBITDA) | 397 | 537 |
| Gross operating profit (EBITDA) margin | 7 % | 9 % |
.
Verdens Gang publishes Norway's clearly leading online newspaper VG.no and the marketleading single-copy newspaper. VG.no is one of the absolute biggest websites in Norway, irrespective of category.
| VERDENS GANG (NOK million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 1,817 | 2,009 |
| of which offline | 1,186 | 1,292 |
| of which online | 631 | 717 |
| Gross operating profit (EBITDA) | 272 | 328 |
| Gross operating profit (EBITDA) margin | 15 % | 16 % |
Schibsted Norge owns leading subscription-based newspapers in four of Norway's largest cities: Oslo, Bergen, Stavanger, and Kristiansand. Each newspaper also has online editions that are leaders in their respective markets.
| NEWSPAPERS (NOK million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 3,073 | 3,381 |
| of which print | 2,521 | 2,841 |
| of which online | 552 | 540 |
| Gross operating profit (EBITDA) | 185 | 253 |
| Gross operating profit (EBITDA) margin | 6 % | 7 % |
Schibsted Sverige consists of three key business areas: Aftonbladet (Sweden's leading online newspaper and largest print-based single-copy newspaper), Svenska Dagbladet (print-based subscription and online newspaper) and Schibsted Growth (online growth companies including Hitta).
| SCHIBSTED SVERIGE MEDIA HOUSE (NOK million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 3,893 | 3,762 |
| Gross operating profit (EBITDA) | 418 | 385 |
| Gross operating profit (EBITDA) margin | 11 % | 10 % |
Aftonbladet is a media house with number-one positions in both the print and online sectors. Aftonbladet is Sweden's leading news media in all channels: print, online, mobile, and web TV.
| AFTONBLADET (SEK million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 1,935 | 2,019 |
| of which offline | 1,152 | 1,320 |
| of which online | 783 | 699 |
| Gross operating profit (EBITDA) | 233 | 237 |
| Gross operating profit (EBITDA) margin | 12 % | 12 % |
Svenska Dagbladet is the second-largest subscription-based newspaper in Sweden and holds a particularly strong position in the Stockholm region.
| SVENSKA DAGBLADET (SVD) (SEK million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 944 | 960 |
| Gross operating profit (EBITDA) | 51 | 35 |
| Gross operating profit (EBITDA) margin | 5 % | 4 % |
Schibsted Growth consists of a portfolio of web-based growth companies. These companies benefit greatly from the strong traffic positions and brands of Schibsted's established operations in Sweden.
| SCHIBSTED GROWTH (SEK million) | 2015 | 2014 |
|---|---|---|
| Operating revenues | 1,008 | 953 |
| Gross operating profit (EBITDA) | 210 | 207 |
| Gross operating profit (EBITDA) margin | 21 % | 22 % |
Schibsted sees continued revenue growth potential and a good margin outlook for its portfolio of established online classifieds sites. On a mid- to long-term horizon the target for annual revenue growth remains at 15-20 percent.
Our leading French site Leboncoin.fr holds significant long-term potential in new verticals and products, such as real estate and jobs. Jobs vertical is expected to start generating revenues in 2016. Leboncoin is investing significant amounts in new mobile products, which will improve monetization. These are being introduced during 2016.
Schibsted will focus on value creating in-market consolidation going forward. This can be achieved both through bolt-on acquisitions and through partnerships.
Our strategy of building online classifieds positions in new markets as well as new product roll outs in existing markets will continue. In 2016, investments in native apps, like Shpock, are expected to increase. In total, investments affecting profitability (split between consolidated companies and joint ventures) are expected to be around the same level as in 2015.
The media houses in Schibsted will continue the transformation into world-class digital media houses based on strong editorial products. Schibsted is rolling out a new media platform that gives a user-first perspective and encompasses the entire newsroom production process. It is highly scalable across all media companies and allows publishers to leap into a digital only-newsroom.
Overall, the structural digital shift and the transformation process are expected to continue. Schibsted will continue to focus on digital product development combined with cost adaptions, with the aim to produce healthy cash flows and operating margins.
The build-up of Schibsted's central technology and product development resources will continue in 2016 in order to facilitate the digital transformation and the strategy of forming identity-based ecosystems. Schibsted has strong traffic positions and great brands in Scandinavia covering a broad range of online services. We intend to use these strong national ecosystems as a basis for developing products that improves the ability to offer targeted advertising, personalized products for consumers both within online classifieds and news.
The ramp up and organizational change related to product and technology will increase the efficiency and speed of development. It will also create new revenue opportunities
going forward. Investments at the global level had a net negative profit effect of around NOK 150 million in 2015. This is expected to increase to NOK 250-300 million in 2016.
The Group's economic and financial position is good. Based on the Group's long-term strategy and forecasts, and in accordance with Section 3-3a of the Norwegian Accounting Act, the Board confirms that the use of the going concern assumption is appropriate. The 2015 financial statements have been prepared on this assumption.
In accordance with Section 3-3b of the Norwegian Accounting Act, a statement of corporate governance has been prepared. The statement is included as a separate document in the annual report.
In accordance with Section 3-3c of the Norwegian Accounting Act, a statement of corporate social responsibility has been prepared. The statement is included as a separate document in the annual report.
Schibsted aims to be a leading company in Europe in terms of developing talent, managers, and employees. The Group's senior and subsidiary management gives high priority to the work of attracting talented people, developing good managers and creating competent organizations. Competitive terms of employment and a stimulating working environment with good opportunities for personal and professional development form part of this strategy. At year-end, Schibsted had approximately 6,900 (6,800) employees, around 4,000 (3,800) of whom worked outside Norway. The Group's sickness absence rate was three percent (3 percent) of total working hours.
Of all the Group's companies, operations at the printing plants and newspaper distribution involve the highest risk of injury.
At year-end, Schibsted had operations in three newspaper printing plants: Schibsted Norge's printing plants in Oslo, Bergen and Stavanger in Norway. In addition, one additional printing plant was closed down during 2015. In 2015 there were three injuries that resulted in sickness absence and ten minor personal injuries such as bruise injuries and cuts.
Schibsted distributes newspapers in Norway on behalf of both our own newspapers and other publications. In 2015 there were 39 injuries on employees, of which 35 that resulted in sickness absence and four minor personal injuries such as bruise injuries and cuts. The majority of incidents are due to slippery conditions, wet floors and falls in connection with distribution activities. A further five injuries on subcontractors were reported.
In recent years, the threat against our journalists and editors has increased. Acts and threats of violence against journalists is not a new phenomenon, but the nature of the threats has changed. This applies both to journalists covering events in conflict zones and to those covering our home markets Sweden and Norway.
In addition to the increased risk associated with having a presence in conflict areas, there is the threat posed by religious and political extremists and mentally unstable persons.
Schibsted has therefore sharpened its focus on security to protect our employees. This includes gaining a better understanding of the threats we are facing and establishing specific security measures for individuals, media houses, and events hosted by Schibsted. This work will continue in the future.
Schibsted Media Group is a significant player in the recycling market through our online classifieds sites. Our marketplaces extend the life cycle of a range of products and contribute to reducing the need for manufacturing new ones.
Production of the Group's newspapers is a digital process up to the printing stage, and has little impact on the external environment. Printing of newspapers has a relatively neutral effect on the environment, and the chemicals used to produce the newspapers are treated as special waste and recycled as far as possible. Agreements with approved transport companies ensure that special waste is safely collected. Normal operations do not involve any danger of emissions from the printing plants.
The printing plants in Norway used 59 thousand tons (68 thousand tons) of paper, 1.5 thousand tons (1.7 thousand tons) of printing ink, and 26.8 GWh (28.5) of electricity in 2015. The Group's newspaper companies in Norway and Sweden arrange for unsold newspapers to be returned and resold for recycling. The Group's other operations pollute the environment to a minor extent only.
2015 marks a turning point in Schibsted's organizational development where the Group pivots from a largely decentralized structure to a matrix organization. The groundwork for this change was laid during 2015 through the "#Sch-Nxt-Org" reorganization project, with implementation happening largely in the first half of 2016.
| NORWAY Didrik Munch |
SWEDEN Raoul Grünthal |
EUROPE ESTABLISHED Sondre Gravir |
EMERGING MARKETS Gianpaolo Santorsola |
|
|---|---|---|---|---|
| PRODUCT: Terje Seljeseth | ||||
| TECHNOLOGY: Rian Liebenberg | ||||
| PEOPLE, CHANGE & STRATEGY: Tina Stiegler | ||||
| FINANCE: Trond Berger | ||||
| COMMUNICATION/CSR: Lena K Samuelsson |
The new organization with four geographies and stronger global functions will enable Schibsted to deliver even better products to our users and customers. Schibsted will use the combined force of our popular marketplaces, media houses and growth services to build national ecosystems. The new model is simple and transparent, with clear accountability for P&L in the geographies. At the same time, the organization enables scale and speed in establishing Product and Technology as new global functions.
Schibsted created new leadership principles during 2015. The leadership principles are a set of attitudes and behaviours that embodies the leadership culture we want in Schibsted. They are about making sure we succeed in the future by developing our people to deliver on our strategy and financial goals. More than 70 managers across the group were involved in creating the leadership principles.
The leadership principles are also the foundation for how we train our leaders. During 2016, new senior leadership training for Schibsted's top 300 leaders will operationalize the leadership principles. This process helps build a strong Schibsted culture across the Group through both a shared common view of the business and increased knowledge sharing. Important topics include digital transformation and tools to drive change in a matrix organization. We revised the Leadership reviews in 2015 to fit the new matrix organization and to contribute to foster a common performance culture across the Group.
The Organizational Development team in Schibsted delivers many high-quality training programs to the subsidiaries. Recurring programs, like the Sales-, Brand- and Journalism Academies are on average rated above 5 out of 6 by participants. Schibsted Sales Academy celebrated its 10-year anniversary in 2015 and more than 750 participants have completed the academy during these years. The Sales Academy stands out as an important arena for competence building and establishing a mutual sales methodology across Schibsted. Starting as a Scandinavian initiative, the program has since its inception in 2013 been adapted to our international sales organizations. Schibsted Brand Academy has redesigned its concept and is currently running the eighth consecutive program, with a primary focus on innovation and brand management.
During 2015, Schibsted Brand & Sales Academy has hosted more than 20 training modules, all receiving high scores on business relevance and participant satisfaction. Further, the team has worked closely with the sales organizations, providing workshops and support on insight based selling, facilitating cross-company sharing and development of sales methodology tools.
Schibsted Journalism Academy has since 2013 provided 700 journalists and editors new, specialized knowledge, methods and tools to deliver world-class journalism. More than 240 reporters and mid-level managers took part in four different masterclass programs and workshops in 2015, all led by some of the world's best professionals. The academic program was expanded with training and education in mobile journalism, live TV-reporting and digital security.
Schibsted's trainee programs aims to recruit high potential, top talents from universities and business schools. The trainees have rotating demanding assignments across the Group's geographies, giving them the opportunity to develop into future key positions. The trainee program started in 1997 as a Norwegian/Swedish initiative, and developed into an international program in 2013, reflecting Schibsted's international ambitions. The program focuses on competency profiles within innovation and technology, preparing candidates for an international career.
Schibsted's annual employee survey shows scores higher than a comparable external benchmark for key dimensions, such as employee engagement. The survey helps companies and teams get insight into working environments and employee job satisfaction. Global data about the working environment across Schibsted form a basis for the strategic organizational development of the Group. Schibsted is implementing a global HR platform to further strengthen the organizational development across subsidiaries and geographies. Schibsted's Group Security function is responsible for security and contingency planning in the Group's divisions and subsidiaries. As a consequence of the terrorist attack against Charlie Hebdo on 7 January 2015, the main goal for Group Security has been to gain a better understanding of the threats we are facing in the form of politically motivated violence. Another priority has been to implement specific security measures for individuals, media houses and events hosted by Schibsted.
Schibsted's business is characterized by great opportunities and equally great challenges. We firmly believe our greatest assets and competitive advantages are our people and our culture. It is by successfully leveraging these resources we will take Schibsted to the Next Level.
The companies' working environment committees work continuously on promoting a good working environment and thus minimizing incidents of workplace discrimination. Further measures to promote this objective as stated in the Norwegian Anti-Discrimination Act are not considered necessary.
Schibsted Media Group is a listed company, and our aim is that our shares should be perceived as an attractive investment. A competitive return should be based on healthy finances. The goal is to ensure a competitive return through long-term growth in the share price and dividend. The company's shares should as far as possible achieve a price which reflects the company's long-term earnings capacity.
Schibsted holds strong positions in the Scandinavian media markets. The media houses' strong brands and market-leading positions help ensure a good cash flow, even with continuing structural changes and lower profitability for print newspapers. Online classifieds operations both in Scandinavia and internationally contribute with strong, profitable growth. 2015 was a good year for Schibsted Media Group, with solid revenues and improvements in many of the markets in which the Group operates. The Group's financial flexibility has been stable during the year. At the end of 2015, the Group had a strong balance sheet, good cash flow, and healthy liquidity.
"The strategy and vision which Schibsted's Board of Directors has agreed on means the Group's operations must adapt quickly and be highly developed. Schibsted's capital structure must be sufficiently robust to maintain the desired freedom of action and to be able to exploit growth opportunities based on strict assessments relating to our allocation of capital.
Schibsted will place emphasis on paying a stable to increasing dividend amount over time. In years of economic slowdown or for other reasons weaker cash flows, the company may reduce or decide not to pay dividend.
Schibsted is exposed to economic cycles as well as structural changes, and the capital structure should also be strong enough to secure financial flexibility during recession periods, which is one of the worst-case scenarios taken into account in our modeling."
Schibsted is still in a phase of investments in online activities that will form a basis for future growth in profitability. The Board has taken a balanced approach to the dividend proposal, and has taken into consideration the fact that the Group is increasingly strengthening its growth profile. Against this background, the Board will recommend to the Annual General Meeting that a dividend of NOK 1.75 per share be distributed for the 2015 financial year. The total number of shares has increased from 108 million to 227 million after the split of the share into two share classes (A and B) and the following issuance of B-shares in September 2015. A dividend of NOK 1.75 per share means a payout of totally NOK 395 million (adjusted for shares owned by Schibsted).
Schibsted ASA is the parent company of the Group. The company's accounts have been presented in accordance with the Norwegian Accounting Act and generally accepted accounting practices in Norway (NGAAP).
Operating revenues amounted to NOK 33 million (NOK 71 million). The operating expenses of NOK 262 million (NOK 321 million) relate to Group administration services. The operating loss in 2015 was NOK -229 million (NOK -250 million). Net financial items include distributions (dividends and group contributions) from subsidiaries of NOK 975 million. The pre-tax profit on ordinary operations amounted to NOK 826 million (NOK 385 million).
Schibsted ASA had 78 (91) employees at year-end, 19 (19) of whom were trainees assigned to the Group's companies. The Group's CEO is Schibsted ASA's President and CEO.
The Board of Schibsted ASA proposes allocating the profit for the year as follows:
PROFIT FOR THE YEAR NOK 703 million
Allocated to dividend, NOK 1.75 per share NOK 395 million Transferred to other equity NOK 308 million
Group contributions to subsidiaries total NOK 445 million.
Oslo, 31 march 2016
OLE JACOB SUNDE CHAIRMAN OF THE BOARD
TANYA CORDREY
FINN E. VÅGA
EUGENIE VAN WIECHEN
BIRGER STEEN
JONAS FRÖBERG
EVA BERNEKE
INGUNN SALTBONES
CHRISTIAN RINGNES
ROLV ERIK RYSSDAL,
CEO
ARNAUD DE PUYFONTAINE
This statement of executive compensation has been prepared by the Group Board of Schibsted ASA in line with section 6-16 a) of the Norwegian Public Limited Companies Act.
The Group Board of Schibsted ASA ("Schibsted") considers the employees as the Group's most important resource. A competitive remuneration policy that attracts and retains talented employees is therefore crucial to our business. The Group has established policies that cover several human resource aspects, including terms related to pay and pension, working environment, development programs, and more traditional employee benefits.
The guidelines regarding executive compensation are determined by the Group Board. Schibsted's Group CEO and Group Management Team are directly covered by the guidelines. The guidelines are also normative for the remuneration of other senior managers and management groups in our core businesses.
This statement of executive compensation applies for the coming financial year; see section 6-16 a) (2) of the Norwegian Public Limited Companies Act. Until 2014, Schibsted's practice was to submit the proposed statement of executive compensation to the Annual General Meeting for the current year. In 2014 this practice was changed to submitting the Board's statement of executive compensation to the Annual General Meeting in the year prior to the financial year in which it should apply. The abovementioned practice implies that this statement of executive compensation will cover the financial year 2017. The Group Board will base its work on this statement, following discussions at the Annual General Meeting on 11 May 2016.
The Group Board regularly assesses the Group's executive compensation policy to ensure that the compensation packages offered to our executives are reasonable, well balanced, and competitive.
The fixed salary of the Group's executives shall be moderate and shall form the basis for the assessment of various additional benefits as part of the executives' total compensation, annual variable pay, long-term incentive program, and pension schemes.
The Group's continued growth and profitability depend on the employees' efforts to ensure continuous business development and improvement in profitability. To motivate executives to make such efforts, variable pay is linked to factors which they can directly influence. Other incentive schemes are more oriented towards retention and designed to support a dynamic organization where talent can be moved around to respond to the rapidly changing media market. These schemes must be reasonable in relation to the Group's results and to the value created for the shareholders.
The fixed salary (the gross annual salary before tax and before variable pay and other additional benefits are calculated) shall represent a significant component of executive compensation. The general increase in fixed salaries is expected to be moderate.
Employees do not receive directors' fees for board appointments when they serve as board members as part of their position. Employee representatives are exempted from this rule.
Senior executives will normally be given benefits in kind in line with common market practice, such as mobile phone, laptop, broadband, newspapers, company car or car allowance, and parking. There are no specific restrictions on what other benefits may be agreed. Selected executives have some outstanding subsidized loans from a previous scheme which was terminated in 2006.
Guidelines have been established for the use of variable pay and other incentive schemes in the Group. The Group Board believes that incentive schemes are necessary to ensure long-term value creation and entrepreneurship. Such schemes may consist of short-term incentives (normally annual) and long-term incentives (normally three to five years).
Senior executives participate in an annual performance-based variable compensation scheme. Other Group employees may also participate in such schemes. Variable pay is limited to a maximum of six months' salary for the Group CEO and varies from three to six months' salary for other members of the Group Management Team. For the top manager/ editor-in-chief of larger units, the maximum payment is normally limited to four months' salary. For other employees taking part in short-term incentive schemes, the maximum payment is normally limited to three months' salary.
Variable pay consists of two components: one that is linked to financial criteria, the other to strategic, operational, and organizational criteria. These criteria form part of an overall assessment.
The payment of variable compensation to senior executives for the 2015 financial year is shown in note 27 to the financial statements.
The objective of having long-term incentive schemes is to promote long-term value creation. By receiving a minor portion of the long-term value creation, the interests of the executives and the shareholders are aligned. In 2010, Schibsted's options program was replaced by a Long-Term Incentive Program (LTI Program), an annual, rolling, three-year share purchase program. The program was expanded in 2012 to include several online classifieds companies and management groups. See note 27 for a further description of the LTI Program. In a media market that is constantly undergoing rapid change and increased competition, the Group Board reviews incentive schemes on an ongoing basis to ensure that the programs support Group strategic objectives and meet executive talent needs. In 2015, the LTI Program was replaced by two new programs: the Key Contributor Plan (KCP) and the Senior Executive Plan (SEP). KCP and SEP are settled in Schibsted shares, as ownership of Schibsted shares promotes common goals and encourages cooperation between the companies. SEP and KCP are oriented towards retention, with the share price development as an additional value driver for all participants.
Customized incentive programs may be introduced for selected companies, especially for growth and start-up companies. Such programs will also be long-term, but may contain elements of monetary rewards.
SEP is applicable for the Group CEO and members of the Group Management Team, and KCP is applicable for selected key executives in the Group, managers/management groups in key subsidiaries, high potentials and key contributors across the Group. At the start of the program, each participant is granted a number of shares based on a certain percentage of their fixed salary and the share price at the start of the program. SEP is a five-year program. The number of shares calculated at the start of SEP will, subject to the participant's continuous employment, be fully vested after five years and transferred to the participant in three equal tranches. The first third of the shares are vested at the start of the program, the second third after three years, and the final third after five years. KCP is a three-year program. The number of shares calculated at the start will, subject to the participant's continuous employment, be fully vested after three years and transferred to the participant in three equal tranches. The first third of the shares are vested after one year, the second third after two years, and the final third after three years.
All unvested shares will lapse upon the participant leaving a qualifying position. Guidelines have been established regarding levels of the allocations to the respective participants in order to ensure flexibility and mobility while also taking into account individual pay differences and variations in the compensation schemes.
The Group Board believes that, in order to further align the interests of senior executives and Schibsted's shareholders, the Group CEO and members of the Group Management Team should have a significant financial ownership of Schibsted shares. The Group CEO is expected to build up and maintain an interest in Schibsted shares with a value equal to at least four times the Group CEO's fixed salary. Other members of the Group Management Team are expected to build up and maintain an interest in Schibsted shares with a value equal to at least two times their fixed salary. No corresponding restrictions apply to KCP participants.
The Group Board determines the allocation to the CEO. Other allocations are determined by the CEO within the program's frameworks and in compliance with the Board's allocation guidelines. The CEO's allocations are reported to the Board.
The final cost of each long-term incentive program, measured as the cost over the program's cycle, depends on the number of participants, the individual participants' salary and the share price development during the vesting period.
To motivate and retain our Group employees, the Group Board decided to introduce a share-saving program for all Group employees in 2014. This program replaced the previous share purchase program for employees in Norway and Sweden.
All Group employees are invited to save up to 5 percent, but a maximum of NOK 50,000, annually of their base gross salary through payroll deductions in order to purchase shares in Schibsted. The share purchase is made on market terms four times a year, after the release of Schibsted's quarterly results. Employees who choose to hold their shares for two years ("holding period") and who are still employed by the Group at the end of the holding period, receive one free bonus share from Schibsted per two shares purchased and held during the holding period.
The Group CEO and other senior executives in Norway are, like other employees, members of the Group's pension schemes; see note 21 to Schibsted's consolidated financial statements.
The Group CEO and other senior executives in the Group have individual pension plans
which mainly entitle them to disability pension, early retirement pension from the age of 62 and thereafter a lifelong retirement pension. The pension costs for senior executives in Schibsted ASA are stated in note 27 to the financial statements. As from 2012, the Group's pension scheme for new executives in Norway is a defined contribution scheme. This is considered to be in line with market developments and will over time contribute to reducing the Group's pension costs.
Most of the Group senior executives based in Sweden belong to pension schemes entitling them to benefits in line with those offered to Norwegian senior executives from the age of 62 years. The Group Board is of the opinion that the current schemes for senior executives based in Sweden are adapted to the market, and these schemes will continue without any major changes.
Pension levels and schemes for senior executives outside Norway and Sweden must be viewed in connection with the individual manager's overall salary and employment conditions, and should be comparable to the overall compensation package offered to executives in Norway and Sweden. Local rules governing pension entitlement, social security entitlement, taxation, etc. are taken into account when designing individual pension plans.
The Group CEO is entitled to severance payment equivalent to 18 months' salary in addition to pay during the six-month notice period. Members of the Group Management Team and senior executives are normally entitled to severance pay equivalent to 6-18 months' salary, depending on their position. A non-compete clause and provisions governing reduction in the severance pay normally apply during the severance pay period.
In 2015 Schibsted entered into agreements with selected executives regarding participation in the long-term share-based incentive programs SEP and KCP. The Group Board believes that share-based remuneration promotes value creation in the Group and that the impact these agreements have on the company and shareholders is positive.
Oslo, March 2016 Board of Directors, Schibsted ASA
"Together with the companies in our Group and our users, we believe that Schibsted can make an impact. Our business areas offer us the opportunity to improve society through high-quality journalism, democratized commerce and transparent marketplaces – and by enabling people to live more environmentally friendly lives by trading second-hand. Being a responsible business is our legacy. And our future."
Lena K. Samuelsson, EVP Communication and Corporate Social Responsibility
From the very beginning, Schibsted has been a company with the consumer at
heart. We are proud to embrace our mission 'Empowering people in their daily life'. Our mission is supported by our values:
We define our corporate social responsibility in terms of how we integrate social and environmental concerns within our business operations and interact with our stakeholders, while addressing the expectations of our shareholders. In other words, how we care about our users and readers, our employees, the local communities impacted by our operations, the environment, and society
at large. Our ambition is to maximize the creation of shared value for our shareholders, our stakeholders, and society while minimizing potentially negative impacts of our operations.
In Schibsted we draw a distinction between our corporate social responsibility – which is a strategic business issue – and social conscience, sponsorship, and philanthropy. However, while these represent a valuable contribution towards creating a better world and enhancing our companies' reputation and brands, we firmly believe that our corporate social responsibility goes beyond that.
In 2015 corporate social responsibility was
an important item on the Group's agenda. In September we launched our corporate social responsibility website How We Care (howwecare.schibsted.com) at the Group's annual strategy summit, which gathers leaders from all our companies. We have also looked at what we can do together with our users through both Group-wide and company-specific initiatives to help Syrian refugees. We have put Women in Tech on the agenda. And finally we launched the "Second Hand Effect" project to measure the climate benefits of secondhand trading in five of our key European markets. This statement gives an overview of our key policies and principles for the CSR areas that are important to us and to our stakeholders, major achievements in 2015, and our plans for 2016.
As a media group with more than 200 million users worldwide, our primary societal impact lies in the interaction with our users and readers. When we do our job right, words can change society for the better – such is the power of journalism. Journalism reveals injustice, puts pressure on politicians to act, and gives people a voice. This is the core of Schibsted's media houses, and it serves as a unique tool to empower people in their daily life. Our online marketplaces and services provide our users with simple means to compare and exchange goods and services. Some of these services have dramatically increased price transparency in several markets, and have sometimes even changed the rules of the game.
Two fundamental human rights that directly affect our users and readers – freedom of expression and the right to privacy – lie at the very core of our business operations. Our work to support and respect these rights is described below. For other examples of initiatives from our companies, please visit the 'Societal Impact' section on our website How We Care.
Freedom of expression and a free press are pillars of democratic society. Schibsted Media Group's stance on freedom of speech and editorial independence can be traced back more than 175 years to the founding fathers of two of our oldest newspapers. This tradition also implies responsibilities for self-regulation and for observing ethical principles.
One of Schibsted Media Group's prime responsibilities is to ensure editorial freedom and freedom of expression. Schibsted's Articles of Association state that the shareholders shall enable Schibsted to operate its information business in such a way that editorial freedom and integrity are fully ensured. For more information about editorial governance, independence, self-regulation, editorial ethics principles, code of conduct and responsible marketing, please refer to the 'How We Act' section on our website How We Care.
Articles published on most our media houses' online platforms are open to comment by our readers. Increased reader involvement, facilitated by mobile platforms, strengthens transparency and focuses on quality in the relationship between the readers and the
journalists. Moreover, our online discussion forums bring the public debate to more citizens and enable them to have their voice heard. Opening articles to comments from readers also entails a responsibility to protect the subjects of the articles as well as the commentators. Our media houses have implemented several measures to prevent harassment, threats, and hate speech. Our moderators monitor debates and remove comments that are deemed inappropriate. All of our media houses require users to be logged in via social media in order to comment on articles.
Our media houses have a unique possibility to influence society and shape public opinion through their content. In Norway and Sweden our media houses report extensively on everything from politics and societal developments to the impact of technology on everyday life. In 2015 several of our media houses launched editorial initiatives and campaigns covering sustainability issues, some of which are presented in this statement. Read more about the impact our media houses are having in the 'Societal Impact' section on our website How We Care.
In September 2015 Europe realized the magnitude of the Syrian refugee crisis. Several Schibsted companies in Scandinavia and Europe launched initiatives. In September, 40 Schibsted sites joined forces with the Red Cross and published advertisements dedicated to getting the Red Cross's message across and raising funds. Schibsted Sweden launched a campaign with the Swedish Sea Rescue Society. The idea behind the initiative Gula båtarna (Yellow Boats) was simple: the Swedish Sea Rescue Society can save lives at sea while Schibsted can raise funds and increase awareness through its national media channels in Sweden.
"This is the beginning of a life-saving initiative which unfortunately may need to be prolonged. Along with its subsidiaries such as Blocket, Svenska Dagbladet and Aftonbladet, Schibsted Sweden reaches two-thirds of the Swedish population. We will use the power of all our channels to make it easy for our readers and users to contribute to the rescue efforts."
Raoul Grünthal, Executive Vice President, Schibsted Sverige
The campaign started internally with employees voluntarily donating one percent of their basic monthly salary to the Swedish Sea Rescue Society and Schibsted Sweden financing the start of the rescue campaign to save the lives of people fleeing across the Mediterranean. Our Swedish newspapers Aftonbladet and Svenska Dagbladet each sent a team of correspondents to the island. For over a month they reported almost daily on the important work of the Yellow Boats on Samos.
The campaign site en.gulabatarna.se/ was launched to raise funds from individuals and corporations. As of 17 March 2016, the two rescue boats financed through the campaign have saved 1,741 lives since they were put into operation on 28 October 2015. The Swedish readers, users and corporate sponsors have donated almost SEK 7.4 million as of 17 March 2016. The monthly operating costs for the two boats is approximately SEK 1.5 million, and the campaign continues. In March 2016 Schibsted's Yellow Boats campaign
was awarded an honorable mention in the Newspaper of the Year awards.
"I'm proud and delighted. This type of recognition means a lot to us, particularly now when we need to raise more money quickly if we are to continue saving lives."
Magnus Ringman, Schibsted Sverige's project manager for the Yellow Boats campaign
In December Schibsted's classifieds site in Norway, Finn.no, launched Finn Hjerterom (find heart room), an idea resulting from Finn's annual hackathon. Finn Hjertrom is a digital service that connects property owners with refugees who have been granted residence permits and who are desperately seeking a place to live so that they can start their new lives. Since the launch in December 2015, more than 1,000 ads have been placed offering homes to refugees.
Our Swedish classified site Blocket supports a project initiated by Emma Rosman and Kim Wijk, two Blocket colleagues who saw the need for an online service to help local communities and asylum seekers to network. The Welcome app was launched to help refugees get to know new people and integrate in Swedish society.
Aftonbladet's campaign 'We are helping' invites readers to list initiatives to help refugees. This means that anyone wishing to contribute can find out what is happening in their local community and decide if they want to join or find inspiration to start new initiatives. The message is clear: everyone can do something. The response has been overwhelming. Thousands of initiatives were submitted to Aftonbladet in just a couple of days, and the campaign
continues on Facebook.
Schibsted respects and supports the principles set out in UNICEF's Children's Rights and Business Principles. This includes reinforcing local and government efforts to protect and support children's rights. Schibsted has contributed by supporting social investment programs for children in education. In 2015 two of our subsidiaries continued their initiatives to promote children's literacy and to empower them to participate in debates from an early age. The shocking finding of decreasing reading skills among Swedish fifteen-year-olds in the international Pisa report sparked a national debate in Sweden in 2014. Svenska Dagbladet launched a website to inspire young people to read. The site provides teachers, parents, and pupils with useful tools to stimulate interest
in reading and writing and to support teaching, as well as guides to journalism for use in the classroom.
"It feels good to share our knowledge in this way. Reading comprehension is the basis of all learning. Reading widely and often enhances your ability to view issues from different perspectives, to have the confidence and ability to participate in debates and express your opinion. This is important for all pupils, both now and in the future."
Our Norwegian media house Aftenposten has been publishing Aftenposten Junior, a weekly newspaper for children, since 2012. The newspaper explains what is going on in the world in terms that children can understand, and features junior journalists. In September 2015 Svenska Dagbladet followed up with a Swedish version.
Privacy is a fundamental human right set out in the UN Declaration of Human Rights. In Schibsted we collect personal data about our users as part of our normal operations. These data constitute a valuable asset for us as an innovative global media company and help us achieve our corporate objectives in all our business areas. We are highly committed to protecting the personal data we collect in a manner that meets user expectations and legal requirements. A privacy program has been established to help the Group deliver on this commitment. Its key objectives are to ensure compliance with our legal requirements, embed privacy in our corporate culture and our products, maintain public trust, and support and guide Schibsted's data-driven innovations.
In 2015 we established a Group Privacy Office to help facilitate these key objectives. Ingvild Næss, a leading lawyer in the field of privacy and data protection in Norway, has been appointed our new Group Privacy Officer effective from January 2016. The unit will be further expanded during 2016. To better anchor our privacy expertise, commitment and follow-up in the various business units, a network of local privacy representatives has also been established. Facilitated by the Privacy Office, the local privacy representatives have conducted extensive internal control activities in their respective business units and will continue their work on improving local privacy performance in the year to come.
In 2015 we established a Group Privacy Policy, which is binding for all employees. The Group Privacy Policy sets forth basic principles for processing personal data in accordance with Norwegian and European legislation. A Data Policy for Advertisers and other third-party access to Schibsted data was implemented in several business units and will continue to be rolled out across the Group. Additional routines and guidelines relating to data retention, risk and privacy impact assessments, and anonymization/de-identification were also established. We will develop more policies at Group and company level in 2016 to make sure that additional aspects of personal data processing meet user expectations and our legal obligations.
In 2016 we will also continue our ongoing efforts to develop tools to ensure and improve transparency and user involvement. Furthermore, we will strengthen our focus on activities related to privacy training and awareness, and prepare for implementation of the new EU regulation relating to processing of personal data, which is expected to enter into force in 2017–2018.
Schibsted has a well-established dialog with the Norwegian Data Protection Authority (DPA). The DPA presented a report in November 2015 on the commercial utilization of personal data, paying special attention to the digital advertising industry in Norway. Schibsted will continue to cooperate closely with the DPA on the topics raised in the report and other privacy issues.
All our online marketplaces operate under a set of rules to prevent fraud and advertising of illegal or unethical goods.
All our sites inform users of the terms and conditions of use, and several sites have implemented comprehensive and transparent consumer safety policies, notably Blocket, LetsDeal, and Finn. We practice a zero-tolerance policy with respect to fraud, and work proactively and strategically on security. Furthermore, our sites cooperate with authorities such as the police and customs agencies to prevent fraudulent activities on our sites.
Local manual and automated ad reviewing processes are in place to prevent illegal weapons, drugs and other illegal or counterfeit items from being advertised on our sites. Our sites also practice a zero-tolerance policy with respect to pornography and prostitution. The Group
has established procedures to ensure that newly acquired companies discontinue such activities on acquisition.
During the past 10 years Schibsted has constantly and methodically sought out and supported startup companies and promising entrepreneurs. The goal is to find digital ideas that solve everyday problems in new ways. Our digital services help consumers compare offers and prices in a range of markets from loans, insurance, rent and consumer products, and enable them to make informed decisions regarding their personal finances. In many ways these services have changed the rules in consumer markets in that offers and products can now be easily be compared with those of competitors online, thus increasing consumer power.
For examples from our subsidiaries, please visit the 'Innovation' section on our website How We Care.
In 2015 we launched our second edition of our Future Report. The Future Report is Schibsted Media Group's attempt to gather and understand some of the latest digital trends and some of the profound changes in user behavior and technology that are revolutionizing people's everyday life all over the world – and the opportunities that these changes offer. We want to share this knowledge with our companies and with the world around us to create an understanding about challenges and opportunities and to initiate a dialog about the future. The Future Report can be found here: futurereport.schibsted.com/.
For more examples from our subsidiaries, please visit the 'Societal Impact' section on our website How We Care.
Never before has journalism in our media houses been presented in more ways and in more arenas. Despite another year of substantial declines in advertising revenues and print circulation figures, Schibsted's media houses continued to prioritise editorial product development and journalistic content in 2015. The media houses delivered new TV concepts, podcast formats and multimedia projects. We also reported news events in innovative ways. More than 600,000 people followed Aftonbladet's hourly broadcasts through the night after the terrorist attack in Paris.
Despite downsizing and extensive reorganization processes in several of our media houses, we still found the resources to cover international events such as the refugee crisis, the government-debt crisis in Greece and the numerous terrorist attacks.
The Yellow Boats campaign in Sweden attracted wide interest. Schibsted Sverige, Aftonbladet and SVD raised money to send rescue boats to the Mediterranean. Their journalists and photographers followed them there. Photographer Magnus Wennmann's images and report entitled #derbarnensover (where children sleep) were viewed and read by people all around the world. Carina Bergfeldt's 'The deadly coast' received international recognition.
In Norway, Aftenposten and Bergens Tidende spearheaded attempts to explain the implications of the refugee crisis, the government-debt crisis in Greece and the terrorist attacks. VG, E24 and the other regional newspapers also devoted considerable resources to covering these stories. E24 stood as the leading Norwegian news provider during the Greek government-debt crisis and Volkswagen's 'Dieselgate'. VG TV sparked off a nationwide debate by calling up people who had posted entries in comments fields expressing strongly-worded opinions against the refugees in the Mediterranean.
Whereas 2014 was a good year for investigative journalism across the board, 2015 was the year when certain individual projects made their mark. VG's 'Downloaders' succeeded in using advanced data technology to track down and confront Norwegian users of child pornography. Bergens Tidende's 'Cruise story' led to the mayor of Bergen's resigning and being charged with corruption. The story attracted wide attention just before the city's local elections. In Sweden, SVD and Aftonbladet produced the podcast 'Fallet' in which journalist Anders Johanson investigated a 29-year-old murder. As of March 2016, the series had been downloaded 2.5 million times. VG produced a similar type of podcast with 'Uløst', covering the unresolved murder of 16-year-old Birgitte Tengs.
Once the reorganization processes of the previous year fell into place, the smaller local newspapers owned by the regional papers also began producing high-quality digital content. Askøyværingen's #kandulove (can you promise) in which politicians were challenged to answer yes or no to
questions from the general public on local political issues was a good example of high-quality, informative journalism.
The debate continued in Norway and Sweden on the future of the media houses, their financing, and their ability to fulfil their societal mission. Schibsted's media houses were again among the best at complying with the ethical code of practice. In May Aftonbladet published pictures of two suspects robbers. The pictures were of anonymized based on a journalism ethics rationale. The police demanded access to the unedited photos. The case was tried in the Swedish judiciary system. The Supreme Court of Sweden rejected the police's request to get access the information. With this decision, the Supreme Court supported Aftonbladet's stance that freedom of information is of great importance to the Swedish society.
VG was charged with violations of the Ethical Code of Practice for the Norwegian Press, in connection with content marketing. But at the same time, VG won industry-wide acclaim for its endeavours to develop new, much-needed guidelines for independent journalism and paid content. The digital advertising market is undergoing dramatic changes, and major international actors are taking an increasingly larger share of this market in Norway and Sweden. The media houses in both countries now have units specially dedicated to producing different forms of paid and sponsored content. The content marketing units are staffed by personnel with no connection to the editorial desks.
Sixty-two percent of Schibsted's revenues in 2015 Q4 were from digital, and the traditional media houses account for a considerable share of these revenues. Nonetheless, this trend was impacted by significant declines in print circulation figures and advertising revenues.
The shift in user habits towards mobile phones as the preferred device continued, and in 2015 Aftonbladet had a daily reach of 3.5 million users, representing an all-time high. In Norway VG achieved the widest reach with more than 2.3 million users. After implementing extensive cost-reduction measures in 2014, Fædrelandsvennen had fewer staff, but went all in to adapt to the new media reality so that by the end of 2015 it showed the strongest traffic growth in Norway: 7 percent in print and 26 percent in mobile. The media house also won acclaim for several high-quality journalistic projects.
In 2015 all the editorial units focused on modernising the way they worked. Comprehensive reorganization processes were implemented that will bear fruit in 2016. There were many reasons for carrying out these reorganization processes. Because of the need for faster news coverage and the sheer volume of information, some content must be published in other formats and contexts. We must find new ways of serving our readers.
Aftonbladet and VG now have editorial desks adapted to this new reality: one that focuses on breaking news events, another on investigative and agenda-setting journalism, and a third on paid content. This trend is also being closely followed by actors outside Schibsted.
Cooperation between media houses was also reinforced. In 2015 the subscription newspapers' cooperative projects like 100 prosent Sport, Riks and Sysla were followed up with new projects, among them 'Debattert', a podcast series of debates and opinions.
The regional newspapers' Sysla business news service also showed positive development in 2015.
Towards the end of the year, Jan Helin resigned as publisher for Aftonbladet after eight years of invaluable service to both the media house and Schibsted as a whole. One of his final tasks was to write a report outlining a new publishing strategy for Schibsted. Work on addressing the findings of the report will be followed up in 2016. At the end of the year and in early 2016 senior Schibsted executives in Norway called for a nationwide effort to present content on a common platform as a strategy to reinforce the capability of Norwegian media to fulfil its social mission.
E24 and Omni also showed positive trends in 2015. Two years after its launch, Omni has changed the way in which hundreds of thousands Swedes read news coverage. A survey conducted by Novus and commissioned by SVT after the Paris terrorist attack in the autumn of 2015 showed that Omni is now Sweden's third-most popular news source. Its success is attributed to the media house's strong focus on its readers and users, its commitment to native advertising, and development of its own content management system operated on separate platform.
Schibsted's Media Platform, which covers the entire production process from news monitoring to distribution and traffic optimization, is based on the Omni model. Svenska Dagbladet's journalists and editorial executives are very satisfied with the platform, which will be rolled out in all Schibsted's media houses in 2016.
Journalists find the platform easy to work in and it allows them to focus on what really matters: content. An algorithm now plays a key role in helping Svenska Daglbadet's editorial desk design of front pages on mobile and desktop. More efforts can therefore be devoted to content and individual article pages.
Despite budget constraints in most of the media houses in Sweden and Norway, considerable resources were invested in 2015 in competence building in the Schibsted editorial teams. Close to 250 journalists and senior editorial staff participated in specialist training programs organized by Schibsted Journalism Academy. The academy offers insights into the journalism of the future, where technologies such as virtual reality, 360-degree photography and robot journalism are discussed and tested.
New developments in technology are creating a need for new ways of protecting editorial material and anonymous sources. The media houses' common Security Forum in 2015 developed a joint policy and set of guidelines. Schibsted Journalism Academy also trained 28 superusers who will act as local experts in digital security and protection of sources.
The honours bestowed on Schibsted's media houses bear testimony to the high standard of their work. At the Norwegian Media Business' Association's 2015 media award ceremony held in Bergen in May, VG was named Best Newspaper, Best Newspaper Magazine and Best Website of the Year. In recognition of their work on the SCA scandal in Sweden, Andreas Cervenka and
Torbjörn Isacson from Svenska Dagbladet won the Guldspaden award for investigative journalism, Schibsted Journalism Award, and the Swedish Grand Prize for Journalism for Scoop of the Year. Aftonbladet was named Sweden's Newspaper of the Year, Aftenposten won the WAN-IFRA award for Best in Tablet Publishing and the Gullruten Award for its TV series 'Sweatshop'. And the list goes on, further testifying the high level of professionalism, the successful teamwork, and the high level of adaptability of the staff and managers on the Schibsted editorial desks.
Schibsted Media Group is committed to minimizing any impacts our operations may have on the environment. Schibsted Media Group shall adhere to relevant local regulations and internationally recognized standards. We also want to increase awareness and encourage people to contribute to reducing their environmental impact by giving them the opportunity to make environmentally friendly choices by buying second-hand goods.
Schibsted takes a precautionary approach to the potential impacts its operations may have. With the exception of our printing plants, where, however, emissions are showing a declining trend, the extent of environmental impact caused by our operations is minimal.
In 2015 our main sustainability project was the "Second Hand Effect" project. This is our approach to the UN Sustainable Development Goal 12: Ensure sustainable consumption and production patterns. Second-hand trade protects our environment by preventing new goods from being produced. By buying second-hand goods our users reduce water consumption, greenhouse gas emissions, and the use of chemicals and other treatments associated with production processes that have negative impacts on our environment.
We decided to roll out the approach used by our Swedish subsidiary Blocket since 2012 to calculate the positive climate effects from second-hand trade. Schibsted has selected four additional sites representing our largest European markets (leboncoin.fr, vibbo.es, finn.no and subito.it) to participate in this first wave.
"Climate changes are one of the biggest issues of our time. I'm very proud of the result. Schibsted has modern digital marketplaces in 30 countries, making it easier for our users to buy and sell used goods."
Rolv Erik Ryssdal, CEO
The purpose of the "Second Hand Effect" project is to increase awareness about the positive climate effects of second-hand trade in the selected markets and through that raise environmental consciousness in the population. The primary target group are users of the respective sites, consumers in the domestic markets, and employees, business partners, media, and investors.
Every month more than 46 million unique users engage in these five Schibsted sites; Finn in Norway, Leboncoin in France, Subito
in Italy, Blocket in Sweden and Vibbo in Spain. We believe that together we can make a difference for the environment. Secondhand shopping is part of many people's daily life, and an easy way to contribute to decrease our environmental footprint.
"Working together with our users for a better environment and spread knowledge on the importance of secondhand trade, is an important part of Schibsted's social responsibility."
Lena K Samuelsson, EVP Communications and CSR
As part of the project, the participating companies have been subject to sustainability reviews conducted by the Swedish sustainability consultancy Ethos, and the management teams of the participating subsidiaries will participate in sustainability trainings in 2016.
The study was conducted in cooperation with the IVL Swedish Environmental Research Institute, and is based on the following assumptions:
• Whoever purchases a used item refrains from buying the corresponding new product, thereby avoiding the emissions associated with new production;
The total amount of potential emissions saved by the users of our five sites is no less than impressive, and corresponds to 12.5 million tons of carbon dioxide equivalents. This corresponds to the annual CO2 emissions from of 1.5 million Europeans, or a full stop of traffic in Paris for three years and four months.
The overall results from the study was launched on 15 March 2016. More information about methodology, the results and how individuals can reduce their environmental footprint are presented at our campaign site secondhandeffect.schibsted.com/.
The local results were launched in March and April and have been communicated widely in the respective markets with the objective of increasing awareness among our users and in society at large of the positive climate effects of second-hand trading.
In 2015 Schibsted's Norwegian newspaper Aftenposten set climate change on the
agenda through a series of multimedia stories called #klodenvår (our planet). Aftenposten also joined Climate Publishers Network, a collaboration between 25 media houses around the world through which members share content about climate issues to give their readers a more complete picture in the run-up to the COP Paris meeting. The Guardian, India Today, Politiken and Sydney Morgan Herald are some of the newspapers involved. For more information about the initiative and
other examples from our subsidiaries, please visit the 'Environment' section on our website How We Care.
Newspaper production has always represented our largest source of greenhouse gas emissions, with emissions related to paper accounting for 79 percent of total emissions. The digital transformation has contributed to a significant reduction in
| TREND IN THE GROUP'S EMISSIONS FROM THE GROUP'S LARGEST OPERATIONS | 2014 | 2013 | ||
|---|---|---|---|---|
| Scope 1 emissions: Transportation and stationary combustion: | tCO2e | 1,579 | 1,857 | 1,020 |
| Scope 2 emission: Electricity, heating and cooling | tCO2e | 2,946 | 3,841 | 5,668 |
| Scope 3 emission: Paper and heatset used for printing the Group's newspapers | tCO2e | 43,031 | 45,698 | 55,150 |
| Total emissions in tons of CO2 equivalents | tCO2e | 47,556 | 51,396 | 61,838 |
the amount of paper used, and hence to a reduction in our emissions of more than 50 percent since we started measuring emissions in 2009. This figure continues to decrease steadily each year.
Following the digital transformation, our media content is increasingly produced, accessed and shared using digital technology, and the environmental footprint of our digital content is expected to increase. As of 2015 data centers accounted for around 2 percent of global emissions worldwide. In 2016 the CSR Media Forum in which Schibsted participates created a working group to explore the carbon impacts of digital media content. This work will continue in 2016, and Schibsted will it closely.
Every year, Schibsted conducts a survey on emissions of greenhouse gases from our largest operations. The companies included in the survey represent 95 percent of our operating revenues and more than 65 percent of our employees. The results of the survey form the basis of our report to CDP (the Carbon Disclosure Project). The main figures are presented in the table below, and more details can be found in our annual CDP report at www.cdp.net. We will publish our detailed emissions report at our CSR site How We Care when we submit our annual CDP reporting.
All the Group's largest companies and our Oslo headquarters have implemented measures to reduce their environmental impact, notably through recycling and waste management initiatives, and environmentally friendly printing solutions. Schibstedhuset
in central Stockholm, which hosts most of our Swedish operations, is one of the world's most advanced office buildings in terms of energy-efficient solutions and materials. More information about Schibstedhuset can be found in the 'Environment' section on our website How We Care.
In 2015 we increased and improved our video conference facilities and invested in several collaboration tools across the Group, thereby reducing the need for business travel.
As of 31 December 2015 Schibsted owned four printing plants: one in Oslo, two in Bergen and one in Stavanger. One of the printing plants in Bergen was closed as of 1 January 2016. All the printing plants owned by Schibsted in Norway are licensed under the Nordic Eco Label scheme to use the Swan Eco Label on all printed matter produced. The Swan Eco Label is the best known and most frequently used eco-labeling scheme in the Nordic countries, and implies that a printing company's production process has a very low environmental impact compared with other printing companies. In addition, the Swan Eco Label license requires paper to be sourced from sustainably managed forests and the printing plants to meet stringent environmental standards regarding pollution, chemicals and other environmental impacts of paper production.
| Paper (thousand tons ) | 59 | 68 | 100 | 118 |
|---|---|---|---|---|
| Printing ink (thousand tons) | 1.5 | 1.7 | 2.3 | 2.7 |
| Electricity (GWh) | 26.8 | 28.5 | 36.9 | 38.9 |
Schibsted's negotiations with paper suppliers are conducted at Group level, and all paper suppliers to our plants meet strict environmental criteria such as the Swan Eco Label, the Forest Stewardship Council, and the Programme for the Endorsement of Forest Certification. The Group currently does not use recycled paper in its printing process, but newspaper companies in Norway and Sweden arrange for unsold newspapers to be returned and sold for recycling.
Up to the printing stage, production of the Group's newspapers is a digital process and has limited impact on the external environment. Our printing plants continuously work on improving their processes according to Lean principles, increasing efficiency and reducing waste. Source separation processes have been introduced for almost every type of waste, and our printing plants separate as much as 99 percent of their waste. Waste paper, cardboard, waste products from paper reels, and undistributed newspapers account for as much as 96 percent of total waste volumes.
Processes involving polluting chemicals take place in closed systems, and the chemicals are treated as special waste and recycled as far as possible. Special waste is collected by approved transport companies and processed in compliance with Swan Eco Label requirements and environmental legislation.
Our largest printing plant in Oslo publishes an annual health, environment and safety report.
Our Swedish media houses buy printing services externally. They currently use V-TAB for most of their printing needs. V-TAB operates a system for environmental and quality control, and all their printing plants are certified under ISO 14001:2004 and ISO 9001:2008.
One of Schibsted Media Group's core values is integrity. Integrity has always been a vital part of how we do business, as it is decisive for maintaining the trust on which a media organization depends. For many years now Schibsted Media Group has demonstrated high standards of integrity.
Our Code of Conduct states our principles on human rights, labor rights, environmental care and anti-corruption. In 2015 we reviewed our Code of Conduct to integrate aspects such as privacy and anti-money laundering. The Board approved the updated version of the Code of Conduct in Q4 2015. The Code of Conduct clearly supports the Group's value of integrity, and applies to all Group Board members and employees of Schibsted Media Group, including entities in which we hold more than 50 percent voting rights. Where Schibsted Media Group does not exercise such control, the Board members appointed by Schibsted shall promote the main principles outlined in the Code of Conduct.
In 2016 we will roll out an e-learning program for all our employees to ensure that everyone has a knowledge and understanding of the updated Code of Conduct. In addition, we continue to organize face-to-face training programs such as the Schibsted Sales Academy, the Schibsted Leadership Program, the Management Trainee Program, Schibsted Journalism Academy, and the Project Management Program, as well as training for specific functions.
In 2015 we conducted an ethics and compliance survey in which the general managers of our 30 largest entities and Group functions responded about the state of compliance with selected key areas in the Code of Conduct. The findings from the survey were presented to Group Management, the Audit Committee and the Board.
Schibsted Media Group's expansion into emerging markets in recent years has implied working in new cultural environments. While this may represent challenges with respect to the Code of Conduct, we believe that our corporate culture, governance model, and close follow-up of local management contribute to reducing the risks associated with internationalization. We work continuously to improve communication, understanding, and monitoring of compliance with the Code of Conduct in our emerging and established markets. We will continue to strengthen our efforts to be acknowledged as a media group with a strong commitment to integrity in all our operations.
Schibsted Media Group promotes a culture in which discussing compliance concerns is an integrated part of our business and in
which employees should feel comfortable raising concerns about unethical business conduct with their colleagues and managers.
There are a number of channels available for reporting concerns about unethical business conduct in addition to the line organization, such as employee representatives and Group Employee Representatives, local and Group legal departments, the compliance function and human resources. In 2012 we implemented our grievance channel SpeakUp. SpeakUp is a last-resort tool for reporting concerns about unethical business conduct. Both the reception and handling of reported compliance concerns through the SpeakUp system are outsourced to third parties, and the system protects the identity of the reporter while providing the opportunity to establish a dialog. Reports can be made in the reporter's native language via a web interface or telephone. For more information, please refer to Schibsted Media Group's Code of Conduct.
No material compliance concerns were raised through the SpeakUp channel in 2015.
Schibsted Media Group practices a policy of zero tolerance of corruption, including facilitation payments. Our Code of Conduct covers our principles related to bribery and facilitation payments, business gifts and entertainment, and conflicts of interests. The Code provides our employees, leaders, and Board members with guidance on this important issue. In addition, we have created a guideline with examples of business gifts and entertainment to facilitate discussions and decision-making. Our principle is that all cases of alleged
or perpetrated fraud and corruption shall be brought to the attention of the Group's Compliance Officer. Anti-corruption is an integral part of our Code of Conduct training, and is tailored to address the risk faced by specific business areas and functions. The 2015 Ethics and Compliance survey did not identify any perpetrated or alleged corruption.
In 2011 the Group Board approved Schibsted Classified Media's Guidelines on Internationalization. These guidelines align with official Norwegian foreign policy and the principles set out in the 2009 Government white paper on corporate social responsibility in a global economy. When launching operations in new countries, the following principles apply:
Furthermore, the decision to launch operations in a new country is subject to approval by Schibsted's Executive Team.
The Group's classifieds site Kufar is located in Belarus, a country that is currently subject to sanctions imposed by the EU and the Norwegian and US governments. Kufar's operations are not directly affected by the sanctions. However, the Group Treasury and Compliance Officer have had close dialog with Kufar to ensure that our site prohibits the sale and purchase of embargoed goods and material dealings with the persons, companies and entities targeted by the sanctions.
Schibsted is a knowledge enterprise that is reliant on talented employees. Principles governing equal opportunities are stated in our Code of Conduct. We will ensure that employment-related decisions are based on relevant qualifications, merit, performance, and other job-related factors, and we will not tolerate discrimination in employment. As an example, Schibsted has a clear objective to provide equal development opportunities for men and women. We strive to achieve a good gender balance when recruiting candidates for our competence and trainee programs. The Group Management Team is highly committed to intensifying the Group's efforts to further enhance gender equality.
Gender balance is part of our overall diversity strategy. In order to increase the number of female leaders, our KPI has been that 50 percent of all newly employed managers throughout the Group should be female. We also focus on female leaders in our leadership reviews and on attracting and
encouraging female candidates in our recruitment processes. Our Academy programs have a good gender balance, and we arrange gatherings and networking opportunities to make female managers more visible.
The figures for 2015 show that 35 percent of our employees and 47 percent of our newly recruited managers are female. When we look at the individual management levels throughout the Group, the picture changes: in Group management (Level 1), the proportion of female leaders is 20 percent. In management teams at divisional level (Level 2), the proportion of female leaders is 26 percent. In management teams at company level (Level 3), the picture is more differentiated and varies between business segments. In broad terms, the proportion of female leaders is approximately 33 percent at Level 3. As Schibsted becomes more of a technology company, the numbers are expected to decrease somewhat due to the low number of women in technology positions worldwide.
Our annual employee survey monitors whether employees believe they receive equal treatment regardless of age, gender, ethnicity and sexual orientation. When we asked employees in the 2015 survey whether they considered that they received equal treatment in Schibsted Media Group, the average score was 82 of 100.
In 2015 Schibsted became even more global as an organization. We focus more on diversity in broad terms and believe that the right mix of nationalities is important, and that diversity of nationalities, competencies, beliefs, backgrounds, ages and genders will enhance our innovation capabilities.
We will continue to pursue our focus on diversity in 2016.
In 2015 we launched the Women in Tech initiative. This is our approach to the UN's sustainable development goal of gender equality. We want to attract more women to apply for tech jobs in Schibsted Media Group by highlighting the importance of the work many of Schibsted's female employees are already doing, and to empower them to take on leadership responsibilities. For us, Women in Tech is not merely a feminist issue, but also a business case.
In September 2015 Women in Tech was on the agenda on our annual strategy summit in September to raise awareness and inspire our leaders and managers to take action. We have promoted the Women in Tech initiative internally through a series of articles published on our intranet, where we spotlight some of our role models, and externally schibsted.com/en/Career/ Women-in-Tech/. Women in Tech was the subject of an article in our 2016 edition of the Future Report; see futurereport.schibsted.com/ wanted-more-women-in-tech/.
Women in Tech was also the topic of one of our two Lean In seminars that focused on how we can attract more women to leadership positions. The second Lean In seminar focused on leadership in Schibsted Media Group's Swedish and Norwegian media houses. The strategy summit presentation and the Lean In seminars are all available for streaming to all employees through the Group's intranet.
In 2016 Schibsted was one of the main sponsors for the Women in Tech summit in Stockholm on 8 March, and we will continue our Lean In-conference series along with our articles promoting Women in Tech role models.
Schibsted supports and respects the protection of internationally proclaimed human rights. This means that we conduct our activities in a manner that respects human rights as set out in the United Nations Declaration of Human Rights, and that we demand the same from our business partners.
Schibsted respects and supports internationally proclaimed labor rights. We recognize and respect the right of employees to associate and their right to collective bargaining. Schibsted Media Group shall ensure that its operations do not infringe on such labor rights, including occupational health and safety. We practice a policy of zero tolerance of forced labor and child labor across the Group.
The companies' working environment committees work continuously to facilitate a safe and sound working environment and to minimize workplace discrimination.
Employee representation and dialog Employee representation is safeguarded in several ways. The main arenas are listed below. For more details, visit www.schibsted.com.
Employee representatives on the Group Board: the Group Board currently consists of 10 members, three of whom are employee representatives elected by the employees for two-year terms.
Our Group employee representatives visit our subsidiaries on a regular basis and review local working conditions and the results of the annual Schibsted Employee Survey with the local management. The representatives also organize meetings to which all local employees are invited to inform them about the different levels of employee representation within the Group.
Schibsted Media Group has been a member of the UN Global Compact since 2009, and continues to support and promote its Ten Principles.
Schibsted is committed to complying with the OECD Guidelines for Multinational Enterprises, which contain voluntary principles covering a variety of issues affecting companies' social responsibilities.
Schibsted has reported to CDP since in 2010. CDP is a global not-for-profit organization and provides the world's only global natural capital disclosure system representing 822 institutional investors.
In 2011 Schibsted became a member of the Nordic Media CSR Forum with the aim of setting the agenda for corporate social responsibility in the media sector. Since 2012 Schibsted has participated in the UK-based CSR Media Forum. For more information and the Forum's activity report for 2015, visit mediacsrforum.org.
In 2011 Schibsted Media Group became a member of Transparency International, which raises awareness of the damaging effects of corruption and works with partners in government, business, and civil society to develop and implement effective measures to handle corruption.
Following the December 2015 review, Schibsted was confirmed as a constituent of the FTSE4Good Global Index. Created by the global index provider FTSE Russell, FTSE4Good is an equity index series that is designed to facilitate investment in companies that meet globally recognized corporate responsibility standards. Companies in the FTSE4Good Index Series have met stringent environmental, social and governance criteria, and are positioned to capitalize on the benefits of responsible business practice.
Good corporate governance is an important prerequisite for achieving Schibsted Media Group's vision and for implementing our strategy. Sound corporate governance contributes to the Group's long-term value creation and ensures effective and sustainable use of the Group's resources.
Schibsted Media Group is a listed company, and our guidelines for corporate governance are in accordance with the Norwegian Code of Practice for Corporate Governance, the current edition of which was published on 30 October 2014 and is available at www.nues.no.
The Group Board's Statement of Corporate Governance follows the structure of the Code. This statement also includes an item describing other key functions within the Group (item 16) as well as information on corporate governance, pursuant to the Accounting Act, section 3-3b.
Corporate governance in Schibsted is subject to annual review and consideration by the Group Board, which also reviews the content of this Statement of Corporate Governance.
The Group Board has approved the Group's policy for corporate governance that the Group will comply with the Norwegian Code of Practice for Corporate Governance.
The Group's values represent an important foundation for corporate governance and are important for developing a sound and strong corporate culture.
More details on our mission, vision and values are available on our website www.schibsted.com.
A sound corporate culture is essential to building and maintaining trust both internally and externally. Schibsted's Group Board prepared a Code of Conduct that was approved by the Board in December 2011, and updated in October 2015. The Code of Conduct applies to the Group Board members and to all employees within Schibsted Media Group. The Code of Conduct includes our key principles and ethical guidelines, serves as a guide for our employees' daily internal and external business interactions, and reflects our standard for appropriate behavior. The Code of Conduct is periodically reviewed, and is available on the Group's website. Some subsidiaries have adopted company-specific codes of conduct which, in addition to the principles set out in the Group Code of Conduct, also include principles pertaining to the respective companies.
Schibsted SpeakUp – our grievance channel with external anonymous reporting – was launched in 2012.
Schibsted's primary social responsibility is to safeguard and promote editorial freedom and transparent marketplaces. Schibsted aims to be a group that contributes to democracy and diversity through integrity and editorial independence. Free and independent media is an important prerequisite, and underpins strong and open democracies. Schibsted's core values rest on this foundation and are firmly enshrined in the Group's Articles of Association.
See the Statement of Corporate Social Responsibility or visit our website at howwecare.schibsted.com/how-we-care/ for more information about our Code of Conduct, Corporate Social Responsibility, and anti-corruption program
Schibsted's purpose clause reads as follows: The purpose of the company is to engage in the information business and related business activities. The shareholders shall enable the company to operate its information business in such a way that editorial freedom and integrity are fully ensured. The requirement for editorial freedom and integrity shall apply to all media and publications encompassed by the Norwegian and international activities of the Schibsted Group.
The Articles of Association are presented in full at www.schibsted.com.
Schibsted Media Group is an international media group headquartered in Oslo. Schibsted has operations in 26 countries. Schibsted's strategy comprises two main objectives: further development of our media houses and of our worldwide online classifieds services.
Strong media houses and classifieds operations represent the core of our activities, and our corporate growth strategy is based on close collaboration between different media channels. Our objective is to develop our business activities so that we can offer our users a wide range of services, irrespective of which channels they choose to use. The diversity of Schibsted's product range is closely aligned with our strong tradition of editorial freedom and our ability to adapt in a media market that is constantly undergoing rapid change.
The Group's objectives and principal strategies are further described on the Group's website, www.schibsted.com.
As at 31.12.15, the Group's equity is NOK 11,090 million, equivalent to an equity ratio of 51 percent. The Group Board considers this equity level appropriate to the Group's objectives, strategy and risk profile.
Schibsted Media Group is a listed company that aims to provide a competitive return based on a sound financial position. The Group Board considers it essential that the company's shares be perceived as an attractive investment. One of the financial targets is therefore to maximize the shareholders' return through long-term growth in the share price and dividend. Schibsted's target is to have a fixed dividend payout ratio which, over time, should be 25-40 percent of the Group's normalized cash flow per share. The Annual General Meeting approves the annual dividend based on the Group Board's recommendation. The Group's dividend policy is described in more detail under Share Information.
To allow flexibility in its capital management strategy, the Group Board has requested the Annual General Meeting for authorization to repurchase the Group's own shares. Such authorization is granted by the Annual General Meeting for one year at a time. At the Annual General Meeting in 2015, the
Group Board's authorization to repurchase own shares in accordance with the Norwegian Public Limited Liability Companies Act was extended. The authorization states the following conditions:
Further details on how the authorization has been used are provided under Share Information.
4. Equal treatment of shareholders and transactions with related parties
Schibsted has two share classes of shares. Each A-share gives the right to 10 votes at the Annual General Meeting, and each B-share gives the right to 1 vote at the Annual General Meeting. Otherwise, the A-shares and the B-shares carry equal rights.
Based on Schibsted's publishing responsibilities and role in society as a media company, Schibsted's independence and integrity are safeguarded through restrictions on ownership and voting rights laid down in the Articles of Association. Article 6 states:
"No shareholder may own more than 30 percent of the shares or vote for more than 30% of the total number of votes which may be cast under the Company's Articles of Association."
Article 7 states that important decisions relating to the Group's key companies must be submitted to Schibsted's shareholders for their approval. According to the wording of this provision, any amendments to the Articles of Association or any sales of shares or operations or corresponding transactions in any subsidiary must be submitted to Schibsted's Annual General Meeting for approval, with the exception of intercompany transactions, which are exempt in their entirety. Through annual resolutions, the Annual General Meeting may authorize the Group Board to manage specific areas of the protection offered under in this provision. Such authorization was granted at the 2015 Annual General Meeting and will apply until the next Annual General Meeting. The authorization granted in 2015 states:
"Pursuant to Article 7, third paragraph of the Articles of Association, the Board of Directors is granted authority to make decisions in the following cases referred to in Article 7, second paragraph (a.) of the Articles of Association:
The Board of Directors may, within the limits of the CEO's ordinary authority, delegate its authority under this authorization to the administration.
Board members appointed pursuant to Article 8, second paragraph, of the Articles of Association may demand that certain matters comprised by this authority must nevertheless be presented to the General Meeting for resolution."
The acquisition of own shares, in accordance with the Group Board's authorization referred to in item 3 of this statement, must take place in the market at the stock exchange price and in accordance with generally accepted Norwegian stock exchange practices. Acquired shares may be sold in the market or used as settlement for the acquisition of businesses, for general share schemes for the Group's employees, and for the Group's Long-Term Incentive Program (LTI Program) for selected Group
managers. The LTI Program is described in more detail in the Statement of Executive Compensation and in the notice of the Annual General Meeting.
In 2015 the Board determined that there were no transactions between the Company and its shareholders, Group Board members, executive personnel, or related parties that could be described as material transactions and as such require valuation by an independent third party.
Schibsted's shares are freely negotiable subject to the restrictions laid down in the Articles of Association, Article 6, which states:
"No shareholder may own more than 30 percent of the shares or vote for more than 30% of the total number of votes which may be cast under the Company's Articles of Association."
Schibsted's Long-term Incentive Program (LTI Program) is a performance-based share purchase program for a large group of managers. The LTI Program provides settlement in Schibsted shares. Some restrictions apply on the sale of shares distributed through the LTI Program. See the Statement of Executive Compensation for further details.
The shareholders exercise the highest authority through the Annual General Meeting. The Annual General Meeting considers and decides on matters that are important to Schibsted in a way that reflects the shareholders' views.
The Annual General Meeting must be held within six months after the end of each financial year. Extraordinary General Meetings are held as required, in accordance with the Articles of Association or the Public Limited Liability Companies Act, or if requested by at least five percent of the shareholders.
The Annual General Meeting for this year is scheduled for 11 May 2016. The notice of the Annual General Meeting and documents to be considered are posted on the Schibsted website no later than 21 days prior to the meeting. Shareholders not registered electronically will receive the notice by regular post with information on how documents to be considered at the meeting may be downloaded from our website. The deadline for electronic registration is two working days prior to the meeting.
Representatives of the Group Board, at least one representative of the Nomination Committee, and the external auditor are required to attend the Annual General Meeting. At a minimum, the Group's CEO and CFO must attend the meeting as representatives of the management.
Shareholders who cannot attend the Annual General Meeting but who wish to exercise their voting rights may authorize a proxy by the deadline for registration. An authorization form containing voting instructions may also be given to the Chair of the Group Board. The authorization form is enclosed with the notice of the Annual General Meeting. More information on how to appoint a proxy and how to propose resolutions for consideration by the meeting is stated in the notice of the Annual General Meeting and on Schibsted's website.
In 2015 the Annual General Meeting was held on 8 May. Twenty-nine shareholders were present or were represented by proxies and thus 77.96 percent of the aggregate share capital was represented.
The agenda is prepared by the Group Board, and the agenda items must comply with Article 10 of the Articles of Association.
Minutes of the Annual General Meeting are available on the Group's website at www.schibsted.com.
The Nomination Committee is regulated by the provisions in Article 10 of Schibsted's Articles of Association, which also states the Nomination Committee's mandate.
The Nomination Committee prepares a recommendation to the Annual General Meeting regarding the election of shareholder representatives and their deputies to the Group Board. The Nomination Committee's most important task is to continually review the Group Board's overall expertise and experience in relation to the challenges facing the Group at any given time.
The Nomination Committee also proposes remuneration payable to the Group Board's members at the Annual General Meeting.
The Nomination Committee is elected by the Annual General Meeting for two-year terms and consists of three members.
The Annual General Meeting elects the Chair of the Nomination Committee. The majority of the Nomination Committee is independent of both the Group Board and Schibsted's management. The CEO and Chair of the Group Board attend Nomination Committee meetings as required, normally once or twice a year. Schibsted's VP Head of Investor Relations serves as secretary to the Nomination Committee.
The members of the current Committee, elected by the Annual General Meeting on 8 May 2015, are John A. Rein (Chair), Spencer Adair and Ann Kristin Brautaset. See the Nomination Committee's report for further details on the work of the Nomination Committee.
8. Board of directors: composition, independence and employee representation
Schibsted is exempt from the rules governing the establishment of a corporate assembly. An agreement has been entered into with the employees regarding representation on the Group Board.
Pursuant to Article 8 of Schibsted's Articles of Association, the Group Board must consist of six to eleven members in addition to deputy members. The Group's employees must be represented on the Group Board by employee representatives in accordance with prevailing agreements with the company (Representation Agreement).
The Board currently consists of ten members, of whom seven are shareholder representatives and three are employee representatives. Two employee representatives are elected from Norway and one from the country in which we have the most significant operations outside Norway, currently Sweden.
The Annual General Meeting elects the shareholder representatives to the Board. The Nomination Committee prepares a recommendation of candidates for election to the Board. The recommendation is distributed to the shareholders along with the notice of the Annual General Meeting. The Annual General Meeting elects the Chair of the Board.
The Group Board's shareholder representatives are elected for one-year terms while the employee representatives are elected for two-year terms. Pursuant to Article 8 of the Articles of Association, any shareholder owning at least 25 percent of the shares in the company is entitled to
appoint a Board member directly. Blommenholm Industrier AS, which owns 26.1 percent of the shares, is the only shareholder holding this right. At the Annual General Meeting in 2015, Blommenholm Industrier AS exercised its right to directly appoint one member and nominated Ole Jacob Sunde.
The Group Board has appointed a representative from Schibsted Editors' Forum as an observer.
More information on the individual Board members is available on our website www.schibsted.com.
The independence of the Group Board is described in more detail in the Nomination Committee's Report.
Pursuant to section 6-27 of the Public Limited Liability Companies Act, individual Board members may not participate in the discussion or decision of matters in which they or a closely related party are deemed to have a major personal or financial interest. Each Board member is personally responsible for assessing whether any such circumstances exist that may, from an objective perspective, affect public confidence in the Board member's independence or that may lead to a conflict of interest in connection with a matter to be considered by the Board. Such circumstances must be brought to the attention of the Chair of the Group Board. The Rules of Procedure specifically mention Board members' involvement in competing businesses.
The Board members' shareholdings are disclosed in note 11 of Schibsted ASA's financial statements. Blommenholm Industrier is Schibsted's largest shareholder. The Board of Blommenholm Industrier consists of John A. Rein (Chair), Ole Jacob Sunde and Per Egil Hegge. The Tinius Trust controls Blommenholm Industrier. The Tinius Trust Board consists of Ole Jacob Sunde (Chair), John A. Rein and Per Egil Hegge. Ole Jacob Sunde serves as Chair of Schibsted's Group Board. John A. Rein serves as Chair of the Nomination Committee.
In 2015 the Group Board held 13 meetings, one of which was a two-day strategy meeting. In addition, some issues were settled via e-mail correspondence. The Board considers such a procedure justifiable in the case of matters that have previously been discussed at a board meeting. Meetings that are not listed on the meeting schedule may be conducted by telephone.
The strategy meeting is normally held in June, and forms the basis for the Group's strategy and budget processes.
| Attendance at meetings | Board meetings |
Audit Committee meetings |
Compensation Committee meetings |
|---|---|---|---|
| Ole Jacob Sunde | 13/13 | 4/4 | |
| Jonas Fröberg | 13/13 | 2/2 (until May 2015) | |
| Eugénie van Wiechen | 11/13 | 4/4 | |
| Finn Våga | 7/9 (new May 2015) | 2/2 (new May 2015) | |
| Arnaud de Puyfontaine | 9/13 | 5/7 | |
| Eva Berneke | 13/13 | 7/7 | |
| Christian Ringnes | 12/13 | 6/7 | |
| Tanya Cordrey | 12/13 | ||
| Birger Steen | 12/13 | ||
| Anne Lise Mørch von der Fehr | 3/4 (until May 2015) | ||
| Gunnar Kagge | 4/4 (until May 2015) | ||
| Ingunn Saltbones | 9/9 (new May 2015) |
The Group Board supervises the day-to-day management of the Group as it is exercised by the CEO, and monitors Schibsted's general activities. The Group Board actively participates in shaping Schibsted's strategy, ensuring that the businesses are properly organized and that adequate governance and control systems are implemented. The Group Board also supervises the Group's financial performance, establishes necessary guidelines, and adopts plans and budgets for the businesses. The Group Board appoints the CEO and prepares the job description and terms and conditions for the position. The Group Board also considers issues pertaining to appointments to key positions within the Group.
The Group Board has established internal Rules of Procedure that describe the Board's responsibilities, duties and administrative procedures. The Rules of Procedure also state the CEO's duties in relation to the Board. The Board conducts an annual review of procedures for the Board and general management.
The Group Board works on the basis of an annual meeting schedule, which is normally agreed at the first meeting after the Annual General Meeting. The meeting schedule includes strategic planning, business issues and supervisory activities. At the same meeting, the Board appoints the members of the Board's Compensation Committee and Audit Committee. The company's Vice President Investor Relations serves as secretary to the Group Board.
The CEO, in consultation with the Chair of the Group Board, prepares matters for consideration by the Group Board. Emphasis is placed on timely preparation and distribution of documents to ensure that the Group Board has a satisfactory basis for its work. Board meetings are presided over by the Chair of the Group Board. Before every board meeting the Group Board convenes for a 30-minute closed session without the Group Management present.
The meeting schedule, board documents and other important documents relating to the Board's work (Stock Exchange Handbook, Rules of Procedure, mandates for the Board and the committees, stock exchange notices and press releases, etc.), as well as general analyses and market information are made available to the Board members through the Board Portal, a web-based tool for Board members. The Board Portal simplifies and rationalizes the work of the Board members and provides access to up-to-date information. It also allows the Board members to study presentations given at meetings, information on external environments, competitive situations, etc.
The Group Board annually evaluates its own work and submits a written report to the Nomination Committee. The report forms the basis for the Nomination Committee's annual evaluation of the Board's work. The Nomination Committee performs additional assessments of the Group Board members through interviews conducted either by the Committee's members or by external consultants. The Group Board considers itself to work well,
with members whose expertise and experience complement each other.
The Group Board is regularly invited to selected seminars and conferences arranged by Schibsted, such as the annual Schibsted Journalism Awards.
Schibsted is a member of the Norwegian Institute of Directors. This membership gives the Board members the opportunity to participate in seminars and discussion groups to consider key issues that affect the Board's work and the work of the committees.
Schibsted has established an Audit Committee and a Compensation Committee which contribute to thorough preparation and consideration of matters covered by the committees' respective mandates.
As Schibsted has gradually grown in size and become more international, the scope of the Board's work and the complexity of the issues it must address have increased. The Board finds that establishment of the Compensation Committee and the Audit Committee has improved the Board's preparatory work and consideration of complex issues. The committees work well and interact well with the Board with regard to the exchange of information and the division of roles and responsibilities. The committees enable the Board to thoroughly consider important issues relating to corporate governance, risk management, internal controls and compensation schemes, and give the Board more time to consider fundamental and
strategic issues. At the same time, the Group Board is aware that the use of committees may diminish the Board's responsibility, and the committees are therefore only used when necessary due to the complexity and scope of specific issues.
The Compensation Committee is a Group Board committee with no decision-making authority. The members of the Compensation Committee are appointed by and from the Group Board and serve one-year terms.
The Compensation Committee prepares matters relating to the remuneration of the Group CEO. The committee also assists the Board by dealing with issues of principle, guidelines, and strategies for the remuneration of other members of the Group Management Team and of senior managers in key subsidiaries.
The Committee monitors the use of longterm incentives in the Group and prepares the Board's annual consideration of the LTI Program for selected managers. For further details, see item 12 of this statement.
The CEO attends committee meetings apart from those at which remuneration of the CEO is considered. The company's Compensation and Benefit Manager serves as secretary to the Compensation Committee.
The Committee was established in 2004. The current members of the Committee are: Ole Jacob Sunde (Chair), Eugenie van Wiechen and Finn Våga.
The Audit Committee is a Group Board committee with no decision-making authority. The members of the Audit Committee are appointed by and from the Group Board and serve one-year terms.
The Audit Committee prepares the Group Board's processes for quality assurance of financial reports. The committee monitors the Group's internal control system and risk management systems for financial reporting, and reviews and monitors the external auditor's work and independence. The Audit Committee conducts reviews of the Group's core activities, in which representatives of the Group Management Team and local management also participate.
The Group's CFO is the management's main representative in the Audit Committee and attends all its meetings. The external auditor attends Audit Committee meetings when matters within the external auditors' area of responsibility are considered. The company's Compliance Officer serves as secretary to the Audit Committee.
The Audit Committee was established in 2007 and currently comprises the following members: Christian Ringnes (Chair), Eva Berneke and Arnaud de Puyfontaine.
Schibsted's risk management and internal control system for financial reporting is based on internationally recognized frameworks, such as the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The risk management and internal control systems reflect Schibsted's management model, and the CEO and CFO of the entities are responsible for maintaining an effective internal control system for financial reporting. This includes ensuring that the entity has the necessary capacity and competence to carry out adequate internal controls.
Management submits periodic reports on the status of the Group to assist the Board in its work on monitoring and controlling the Group's operations. The reports cover financial reporting of the Group's key figures, the status of business-related matters, financial market information, non-financial indicators, and a status report on each business area. The Board has established procedures for monitoring and controlling the Group's ongoing projects The Audit Committee is an important function in the Group's financial reporting process.
The Audit Committee's main duty is to monitor the integrity of the company's financial statements, financial reports and internal controls. This includes reviewing the annual and quarterly audited financial statements, as well as the results of the annual audit and any interim reviews carried out by the external auditor. The quarterly and annual financial reports are also reviewed by the Group Board. In addition to conducting normal reviews of the figures, emphasis is placed on reviewing discretionary
assessments and estimates as well as any changes to accounting practices.
Schibsted's Group Accounting prepares the Group's financial reports and ensures compliance with current accounting standards and legislation. When preparing the quarterly reports, reasonableness tests and more detailed reconciliation controls are performed in connection with the quality assurance of figures reported by subsidiaries and in the consolidated Group figures. Group Accounting supports subsidiaries and provides technical accounting expertise as required. Quarterly financial review meetings are also held with the largest companies in our business areas.
Schibsted's Group Accounting publishes financial and accounting manuals that are made available to all the subsidiaries on the Group's intranet. These manuals describe reporting requirements, content, guidelines and deadlines.
See item 13 Information and Communication in this statement for more details on external reporting of financial information and dialog with shareholders.
All managers in the Group are responsible for risk management and internal controls within their respective areas of responsibility. Schibsted continuously implements and further develops guidelines for all the companies relating to their ongoing supervision of risk management and internal controls for financial reporting.
The Compliance Officer is responsible for initiating and monitoring the annual risk management and internal controls process in the Group on behalf of the Group's CFO and CEO. The Compliance Officer reports in practice and administratively to the CFO. If necessary, the Compliance Officer will report directly to the Audit Committee.
Management teams in our business areas performed a bottom-up and top-down risk assessment in the autumn of 2015. The Group Management Team reviewed an overall risk assessment of strategy, market, legal, compliance, and ethical issues as well as operational and organizational risk assessments. The results of these risk assessments were reviewed at meetings between the Audit Committee and the Group Board.
Schibsted ASA is a Norwegian group of companies with substantial international shareholdings. Companies outside Norway have established governing bodies in accordance with local legislation in their respective countries. Internal control of financial reporting is monitored by these governing bodies and supported by day-to-day supervision by management teams and external auditors.
See the section on Analysis of Market Risk in the Board of Directors' Report for further details on the Group's market risks. See note 9 to the financial statements for further details on the Group's financial risks.
| Risk factor | Inherent risk | Residual risk |
|---|---|---|
| Competition from disruptive players/business models | High | High |
| High dependency on advertising revenue | High | High |
| Structural change in media consumption | High | High |
| Competition risk in selected classified markets | High | Medium |
The Annual General Meeting determines the remuneration of the Group Board members. The directors' fees are determined one year in advance, are fixed amounts, and are not related to performance or incentive schemes.
Any payments made to Board members beyond normal directors' fees are disclosed in note 27 of the financial statements.
See the Nomination Committee's Report and note 27 of the financial statements for further details on remuneration of the Group Board members.
The Compensation Committee prepares matters for the Board concerning remuneration of the Group CEO. The Committee also assists the Group Board in dealing with matters of principle, guidelines, and strategies linked to the overall remuneration of other members of the Group Management Team and of senior managers in key subsidiaries.
Schibsted's Statement of Executive Compensation gives an account of the main principles of the Group's executive remuneration policy, including the scope and organization of bonus schemes and of the Group's Long-term Incentive Program (LTI Program). The Statement of Executive Compensation is considered by the Annual General Meeting and made available to the shareholders on the company's website when the notice of the Annual General Meeting is issued.
Communication with the Norwegian and international stock markets has high priority for Schibsted. Schibsted's dedicated and active management and investor relations department maintains regular contact with the financial markets to ensure that relevant and sufficient information reaches the market in a timely manner. The objective is to increase awareness about the company, create confidence in Schibsted in the investment market, achieve improved liquidity for our shares, and provide a basis for correct pricing of the share. Openness, accessibility and transparency are fundamental to good relationships with investors, analysts and other players in the financial market. The Group Board is regularly updated on these activities.
Schibsted wants investors to have confidence in the integrity of its financial reporting. In accordance with its mandate, the Group Board's Audit Committee monitors the work on preparing the company's financial reports.
Schibsted publishes its financial figures quarterly. Open presentations to investors are held in connection with the Group's quarterly reports, at which the CEO and CFO review the results and comment on the market and outlook. The Chair of the Group Board also attends the presentations. Members of the Group Management Team attend the presentations as required.
The presentations in connection with the quarterly results are published on the company's website. Complete versions of the Annual Report and Directors' Report are published on the company's website at least 21 days before the Annual General Meeting. Schibsted's financial calendar is announced one year at a time and published on our website.
In accordance with the Norwegian Securities Trading Act and Stock Exchange Act, notifications are distributed to the Oslo Børs and national and international news agencies and are published on Schibsted's website.
Schibsted regularly arranges Investor Days in order to present its strategy and other key development trends. Schibsted's Investor Day was last held on 18 November 2014 in Barcelona. A video webcast of the event and the presentation material are available on the company's website.
See Share Information and the company's website for further details.
The Group Board has prepared principles and guidelines for handling any takeover bids. These principles were revised in 2011.
For more information, please refer to the discussion of restrictions in the company's statutes on ownership and voting rights attached to the shares in item 4 of this statement.
As stated in item 3 of this statement, the Group Board obtained renewed authorization from the Annual General Meeting in 2015 to repurchase the Group's own shares, pursuant to the Norwegian Public Limited Liability Companies Act. The authorization stipulates that the Group Board is free to determine the method of acquisition and any later sale of the shares and that the authorization may also be used to buy and
sell shares in takeover situations. Section 6-17, subsection (2) of the Securities Trading Act permits the Annual General Meeting to grant the Board such authorizations. The Board's use of such authorizations is, however, restricted under section 14 of the Norwegian Code of Practice for Corporate Governance. The Group Board must consider the use of such authorizations in the context of the specific takeover situation. As referred to above, the Group Board has prepared guidelines for handling any takeover bids and the issue of using authorizations in company acquisition situations is highlighted as one of the Group Board's most important tasks in connection with takeovers.
The external auditor is elected by the Annual General Meeting. The Audit Committee presents a recommendation on the appointment of an external auditor to the Group Board. The Group Board's recommendation is then presented to the Annual General Meeting, which makes the final decision. As a general rule, all Group companies must use the same audit firm. Exceptions may be approved by the Group CFO.
An invitation to tender for the Group's external audit services as from the 2011 financial year was issued in the autumn of 2010. Following a thorough evaluation by management and the Audit Committee, it was decided to continue to retain Ernst & Young as the company's auditor.
According to its mandate, the Audit Committee is responsible for ensuring that Schibsted is subject to an independent and effective external audit. The Audit Committee evaluates the following factors relating to the external auditor each year:
The Audit Committee evaluates the external auditor's fee and makes a recommendation to the Group Board. The Group Board submits a proposal to the Annual General Meeting regarding the approval of the external auditor's fee. See note 27 to the financial statements for information on remuneration of the external auditor for the financial year 2015.
The external auditor presents an annual
plan for the audit work to the Audit Committee. The company's external auditor is present when the management presents the preliminary consolidated financial statements to the Group Board and also when the final results are presented if deemed necessary. The external auditor also reviews internal controls as part of the annual audit procedures, and reports identified weaknesses and proposed improvements to the Audit Committee. The external auditor regularly attends Audit Committee meetings and holds meetings with the Group Board without the management present.
The external auditor attends the company's Annual General Meeting and comments on the Auditor's Report.
The external auditor must under no circumstances perform advisory services or other services which could potentially affect or raise doubts about the auditor's independence. The Group has prepared guidelines on the relationship with the external auditor.
The amount of non-audit services provided by the external auditor in 2015 is compliant with the requirements in the Auditing and Auditors Act and guidelines from the Financial Supervisory Authority of Norway. The Group Board finds the advisory services provided by the external auditor in 2015 not to influence the auditor's independence but acknowledges the potential issues this entails. The Audit Committee is responsible for ensuring that the auditor does not provide any prohibited non-audit services for the Group. See note 27 to the financial statements for information on fees relating to auditing and consultancy services.
The Group has established a Group Employee Representative scheme that is intended to safeguard the employees' interests in relation to the Group Management Team in matters dealt with at Group level that may be of importance to the Group's employees as a whole.
Schibsted's Group Council was established in 2004 based on the rules governing the Establishment of European Works Councils.
The Group Council's objective is to promote development, motivation, joint responsibility and mutual trust between management and employees. The Group Council is intended to ensure active collaboration and to serve as a forum for information, discussion and dialog within the Group.
The Group Council cooperates closely with the Group Employee Representatives. The Group Council is a supplement to the employees' representation in the subsidiaries.
The Group Council places emphasis on facilitating regular contact between employees across national boundaries. The Group Council convenes twice a year. The Schibsted European Works Council currently comprises 35 representatives from seven countries who are elected by and among the employees. The Group Council is headed by Group Employee Representative Morten Lia.
According to the Group's own evaluation, we deviate from three of the recommendations of the Norwegian Code of Practice for Corporate Governance:
Section 3 - Equity and dividends The Code states that "mandates granted to the board of directors to increase the company's share capital should be restricted to defined purposes". The authorization to increase the share capital granted by the 2015 Annual General Meeting and executed in September 2015 was not restricted to defined purposes.
Section 4 - Equal treatment of shareholders and transactions with close associates The Code states that companies "should only have one class of shares". In 2015 Schibsted introduced a class B share with lower voting rights to ensure that the Group has the necessary financial tools to participate in value-accretive growth initiatives going forward. The B-share allows Schibsted to raise additional equity financing without conflicting with the interests of the Tinius Trust which is to uphold the freedom and independence of Schibsted's media houses.
The Tinius Trust has, through Blommenholm Industrier AS, certain negative controlling rights by virtue of its shareholding in Schibsted. These rights are essential in
order for it to fulfill its purpose. Prior to the introduction of the B-share, Schibsted's ability to raise new equity was limited as the Tinius Trust could not support a share issue that would result in the Tinius Trust loosing its negative controlling rights. The introduction of the B-share allows Schibsted to access the equity market without affecting the negative controlling rights of the Tinius Trust.
The B-shares are ordinary, fully paid-up shares carrying equal rights in all respects except that the B-shares are low-voting shares with 1/10 of the voting power of the A-shares.
Section 5 – Freely negotiable shares Based on Schibsted's publishing responsibilities and role in society as a media company, Schibsted's independence and integrity are ensured through restrictions on ownership and voting rights laid down in the Articles of Association. Article 6 states:
"No shareholder may own more than 30 percent of the shares or vote for more than 30% of the total number of votes which may be cast under the Company's Articles of Association."
Section 6 – Annual General Meeting The Board Chair is always available to respond to any questions. Other Board members will attend as necessary.
Board member since May 2000. Board chair since May 2002. Chairman of the Compensation Committee since it was established in 2004.
Board member since May 2000. Board chair since May 2002. Chairman of the Compensation Committee since it was established in 2004.
Founder and board chair of Formuesforvaltning ASA (2000–). Established Industrifinans Forvaltning ASA in 1983 and was managing director until 2000. Former consultant in McKinsey & Co. (1980–83). Various other directorships, including board chair of The Tinius Trust and board member of Blommenholm Industrier AS. Member of the Board of The Scott Trust and Princess Märtha Louise's Fund.
MBA (Université de Fribourg, Switzerland) 1976 and Kellogg School of Management, Northwestern University (USA) (with distinction) 1980.
Board member since 2014. Tanya Cordrey is a London-based digital adviser and former Chief Digital Officer at Guardian News & Media, where she was a member of the senior executive team. In 2015 she was named UK Chief Digital Officer of the Year.
She was previously General Manger UK and Chief Marketing Officer at Zopa, the world's first and Europe's largest peer-to-peer lending service. Prior to this, Tanya was Product Director UK at eBay AG, General Manger at BabyCentre.co.uk, and Manager, Strategy and Marketing at BBC News and Current Affairs.
Tanya Cordrey holds an MBA (with distinction) from London Business School (1997), and MA from Westminster University (1944), and BA (Hons) European history, East Anglia University.
Board member since 2014. Birger Steen is CEO of Parallels since 2010, and is based in Seattle. Non-executive Director of Nordea since 2015.
He previously served as Vice President of Worldwide SMB and Distribution at Microsoft and as General Manager of Microsoft Russia and Microsoft Norway. Prior to joining Microsoft in 2002, Birger Steen was CEO of Scandinavia Online and Vice President of Business Development in Schibsted ASA. His first engagement with the Schibsted was while he worked for McKinsey & Company as a consultant and engagement manager from 1993 to 1996. Before joining McKinsey, Steen was as an oil trader with Norwegian Oil Trading in Lithuania.
Birger Steen received his MSc in computer science and industrial engineering from the Norwegian Institute of Technology in Trondheim. He also holds a degree in Russian language from the Defense School of Intelligence and Security and received his MBA from INSEAD in France.
Board member in Schibsted since May 2010. CEO of KMD from March 2014. Senior Executive Vice President TDC Business 2012–2014, and various executive positions in TDC since 2007. Partner in McKinsey & Company 1993–2007.
MSc in mechanical engineering, Technical University of Denmark, 1992, and MBA, INSEAD (Executive Management Training Program) 1995. Non-executive Board member of Lego, Technical University of Denmark, and member of the Board directors of Danmarks Nationalbank.
Deputy board member of Schibsted from May 2002 to 2005. Elected as ordinary board member in May 2005. Managing director and major owner in Eiendomsspar AS and
Victoria Eiendom AS (1984–). Consultant in McKinsey & Company (1981–82) and project manager (1983–84), Manufactures Hanover Trust Company, Assistant to Area Manager, Nordic Countries (1978–79).
Chairman of the board in Pandox AB, NSV-Invest AS, Sundt AS, Dermanor AS, Oslo Flaggfabrikk AS and Mini Bottle Gallery AS. Board member in Thor Corporation AS and Norges Bank's Real Estate Investment Board. Various directorships in companies in the Eiendomsspar group.
Harvard Business School, Boston, USA (1979-81), Master of Business Administration. Ecole des Hautes Etudes Commerciales, Universite de Lausanne (1975-78), Siviløkonom.
Board member of Schibsted since May 2012. CEO and Chairman of the management board of Vivendi Group since 2014.
Consultant at Arthur Andersen, and in 1989 project manager at Rhône-Poulenc. In 1990 he joined Le Figaro as Executive Director. Member of the founding team of the Emap Group in France in 1995, Chief Executive Officer of Emap France in 1998. Chairman and Chief Executive Officer of
Emap France in 1999. He served from 2000 to 2005 as Chairman of EMW, the Emap/Wanadoo digital subsidiary. In 2006, he was appointed Chairman and Chief Executive Officer of Editions Mondadori France and headed all digital business for the Mondadori Group in 2007.
In April 2009, Mr. Puyfontaine joined the US HEARST media group as CEO of its UK subsidiary, Hearst UK. In 2011, on behalf of the Hearst Group, he led the acquisition of 102 magazines from the Lagardère Group published abroad, and was in June 2011 appointed Executive Vice President of Hearst Magazines International before being appointed Managing Director of Western Europe in August 2013
Educated at the Paris European School of Management, France MBA, ESCP (1988), Harvard Business School (2000).
Independent Director of Kepler, Director of Telecom Italia, member of the Advisory Committee of Innit, Director of Melty Group.
Board member of Schibsted since May 2012. CEO of FD Mediagroep, Netherlands.
Previously Managing Director of LinkedIn.com,
Netherlands (2009–2011); Managing Director of eBay.nl, Marktplaats.nl, Netherlands (2008–2009); publisher in Young Women's Magazines and Director Consumer Marketing (2006–2008) and Director of Consumer and Trade Marketing (2003–2006) in Sanoma Uitgevers, Netherlands; Management Consultant and Engagement Manager in McKinsey & Company, Netherlands (1995–2003). Eugénie van Wiechen holds an MSc in chemical engineering from the University of Amsterdam in (1994) and an MBA from INSEAD, Fontainebleau, France (1997).
Board member at the Dutch Cancer Society.
Board member of Schibsted Media Group from May 2001 to May 2003 and since May 2015. Journalist in VG since 1997, covering current affair news, health and royalty, and more recently sex and relationships. She was VG's Paris correspondent from 2002–2003. Senior health and safety representative in VG from 2011. Leader of the Editorial Union from 1999 to 2001. TV and radio reporter for NRK Buskerud from 1996 to 1997, freelancer for NRK news from 1995 to 1996.
She has also worked for TV2 News, NRK Dagsnytt and the newspaper Vårt Land. Ingunn Saltbones hold a degree in journalism from Oslo University College of Applied Sciences (1994–96) and in French from the University of Oslo (1992–94).
Board member of Schibsted Media Group since May 2012. With Svenska Dagbladet since 2006 as trade and industry reporter, chronicler and automotive editor. Reporter and web editor at the financial desk Dagens Nyheter (2005–2006). Deputy Regional Director at Svensk Näringsliv (1999–2005).
MSc in Political Science Umeå University 1997, BBA Handelshögskolan, Umeå University (1998), Bachelor of Arts in Business Administration, University of Derby England (1998). Studied cultural journalism, Umeå University (2005). Board member of Schibsted Sverige (2009–2012). Board member of Svenska Dagbladet (2009–). Elected council member, journalist union at Svenska Dagbladet (2008–).
Deputy Board member of Schibsted Media Group since May 2013, and Board member of Schibsted Media Group since May 2015. Joined Stavanger Aftenblad in 1982. Illustrations editor at Stavanger Aftenblad, and previously travel and feature journalist. Elected union representative for the local journalist union in Stavanger Aftenblad (1996–2002, 2006–2012), leader of the Works Council in Schibsted Norge (2008–2012), Board member of NJ Schibsted (2008–2012), deputy member, National Executive Council, Norwegian Union of Journalists, (2003–) and member of Works Council, Norwegian Union of Journalists (2007–).
Våga's educational background is in photography.
The Nomination Committee consists of John A. Rein (Chair), Ann Kristin Brautaset and Spencer Adair. Ann Kristin Brautaset and Spencer Adair were elected for the first time at the Annual General Meeting in May 2015, whereas John A. Rein was re-elected. The Nomination Committee is elected for two years at a time.
In recent years and as a consequence of the increasing global operations of the Group, the Nomination Committee has continued to focus on the long-term internationalization of the Group Board. In addition, the Committee works long-term to broaden the competence base of the Board, particularly within the digital area.
The Group Board consists of seven shareholder-elected and three employee-elected directors. In addition, the editor-in-chief of Verdens Gang, Oslo, has been appointed as an observer to the Group Board.
The employees have elected one alternate director. Alternate directors attend the meetings only in the event of an absence. No alternate directors have been appointed by the shareholders.
The Group Board's working language is English.
The Board's shareholder-elected directors stand for re-election each year. The Nomination Committee evaluates the Group Board's effectiveness and continuously works on the recruitment of new directors.
The Nomination Committee makes efforts to ensure that recruitment to Schibsted's Group Board balances between continuity and renewal, and that the Group Board overall has expertise and experience within the evolving fields of the Group's operations, both inside and outside Scandinavia. In addition, Schibsted complies with the Norwegian Public Limited Companies Act's gender balance requirements.
In the election period 2015-2016 (as per 13 April 2016) the Nomination Committee has held 15 meetings, including interviews with candidates to the Board.
During autumn 2015, the Nomination Committee engaged an external recruitment firm to conduct an extensive Board Review. This included interviews with all Board directors and key senior management members. The Board Review has been discussed in full by the Board.
Based on the Board Review, the Nomination Committee concluded that the members of the present Group Board are highly qualified, possess a good mix of expertise, and work well together.
Eva Berneke, however, has informed the Committee that she will not stand for re-election at the 2016 Annual General Meeting. Hence, an important part of the Committee's work this year has been to identify a successor. A leading international consultancy firm has assisted the Committee in the process by identifying over 50 candidates from seven countries.
Accordingly, the Annual General Meeting is invited to vote on the following directors at the Group Board for the period 2016-2017:
Ole Jacob Sunde (Chair, Norwegian)
Tanya Cordrey (British) Arnaud de Puyfontaine (French) Christian Ringnes (Norwegian) Birger Steen (Norwegian) Eugenie van Wiechen (Dutch)
New candidate: Marianne Budnik (American) The candidates are presented in the notice of the Annual General Meeting. The notice, and a detailed presentation of the candidates, are available on the Schibsted website at www.schibsted.com.
The Nomination Committee proposes one ballot for each individual director at the Annual General Meeting on 11 May 2016.
Information on the directors' business relationships with shareholders or others with links to the shareholders, or to Schibsted, is disclosed under the "Corporate Governance" section. 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 holding at least 25 per cent of the A-shares (Article 8). As a consequence of Ole Jacob Sunde's links with Blommenholm Industrier and the Tinius Trust, the Nomination Committee does not consider him to be an independent director. The Nomination Committee considers the other
directors to be independent. Thus, six of the seven shareholder-elected Group Board members are considered independent.
The members of the Compensation Committee and the Audit Committee are both elected by the Group Board for a one-year period. The task of these two committees is to prepare case files and documentation, as required, for the Group Board's consideration.
In the assessment of the Group Board's work, the preparatory efforts by the select committees are identified as important and positive contributions to the sound and thorough consideration of complex matters.
All compensation and remuneration payable to Schibsted's corporate bodies is stipulated annually in advance by the Annual General Meeting based on a compensation and remuneration proposal from the Nomination Committee.
The Nomination Committee considers the current compensation to Group Board members to be in line with Norwegian market practice. However, it appears that the compensation of Group Board members has fallen behind many of Schibsted's international peers. Given the increasingly global nature of our business and our desire to continue the internationalization of the Group Board, we view this as a potential hindrance in attracting a Group Board of such a high quality that is needed to take Schibsted forward through a very demanding digital transformation in our core business areas. Taking this into account, the Nomination Committee is proposing a larger increase this year compared to the recent years. However, over the long term, compensation should normally be adjusted annually in order to reflect general wage inflation in society as a whole.
On this background the Committee proposes the following fees for the period 2016-2017. A comparison with current figures is also provided below:
| All figures in NOK | 2016-17 | 2015-16 |
|---|---|---|
| a) Group Board members | ||
| Chair | 980,000 | 800,000 |
| Other directors | 460,000 | 375,000 |
| Alternate directors | 20,000 | 16,000 |
| b) Members of the Compensation Committee | ||
| Chair | 115,000 | 93,000 |
| Other committee members | 75,000 | 62,000 |
| c) Members of the Audit Committee | ||
| Chair | 170,000 | 137,000 |
| Other committee members | 105,000 | 88,000 |
| d) Members of the Nomination Committee | ||
| Chair, per meeting | 16,000 | 16,000 |
| Other committee members, per meeting | 11,000 | 11,000 |
An allowance of NOK 100,000 may be granted to Group Board members resident outside Oslo. For the upcoming period 2016-2017 the Nomination Committee has adopted the following allowance tariffs:
NOK 50,000 for Group Board members resident outside Oslo but in the Nordic countries, and NOK 100,000 for Group Board members resident outside the Nordic countries.
Schibsted Media Group is a listed company, and our aim is that our shares should be perceived as an attractive investment. A competitive return should be based on a sound financial position and be ensured through long-term growth in the share price and a dividend. The company's share price should reflect the company's long-term value creation.
The strategy and vision adopted by Schibsted's Board implies that the Group's operations must adapt quickly and develop rapidly. Schibsted's capital structure must be sufficiently robust to enable us to maintain the desired room for maneuver and take advantage of value-enhancing opportunities in the context of the competitive dynamic and the fluctuations in general and economic conditions. In 2015, Schibsted's Annual General Meeting decided to split the share into an A-share with 10 voting rights and a B-share with 1 voting right. The split became effective on 1 June 2015. This split increases Schibsted's long-term financial flexibility by enabling the company to more freely access the equity market.
Established online classifieds operations contribute to strong, profitable growth. At the same time, Schibsted has an ambitious expansion strategy for its online classifieds businesses, and invests significant amounts through it profits on broadening the Group's international footprint. In addition, the Group invests in product development and technology across geographies. The media houses' strong brands and market-leading positions contribute well to the Group's cash flow.
| 2015 A-shares / B-shares* |
2014 | 2013*** | 2012**** | 2011 | 2010 | |
|---|---|---|---|---|---|---|
| Highest share price (NOK)* | 324.00 / 309.00 | 243.70 | 201.95 | 120.00 | 91.35 | 86.40 |
| Lowest share price (NOK)* | 218.40 / 230.50 | 145.20 | 109.85 | 75.10 | 60.00 | 59.55 |
| Share price at year end (NOK)* | 292.20 / 282.10 | 236.85 | 200.60 | 117.75 | 74.45 | 86.00 |
| Earnings per share* | 5.79 | -0.84 | 4.72 | 0.66 | 3.50 | 13.52 |
| Earnings per share - adjusted* | 3.17 | -0.73 | 1.95 | 4.09 | 4.38 | 4.86 |
| Dividend per share** | 1.75 | 1.75 | 1.75 | 1.75 | 1.75 | 1.50 |
| Average number of outstanding shares | 218,135,315 | 214,777,470 | 214,547,174 | 214,053,846 | 212,041,428 | 206,675,014 |
| Outstanding shares at year end | 225,928,308 | 214,842,794 | 214,697,080 | 214,208,920 | 213,883,314 | 207,546,350 |
*) Historical figuresadjusted for the split in A- and B-shares effective as of 1 June 2015.
**) As proposed by the Board of Directors.
***) 2013 figures restated in 2014 to refelct the implementation of IFRS 11 Joint Arrangements.
****) 2012 figures restated in 2013 to reflect the implementation of IAS 19 Employee benefits.
*****) Listed on Oslo Stock Exchange as of 1 June 2015.
The number of registered Schibsted shareholders increased in 2015 from 4,399 to 4,884. At year-end 2015, 58 percent of the Schibsted shares were owned by non-Norwegian shareholders (NWT Media AS counts as a Swedish shareholder).This figure remained unchanged from the previous year. On average, 329,000 Schibsted A-shares were traded daily on Oslo Børs in 2015, and 233,000 Schibsted B-shares were traded daily since the listing on 1 June 2015. The value of trading in Schibsted shares on Oslo Børs increased 24 percent to NOK 123.9 million daily in 2015. The turnover velocity of the Schibsted A-share on Oslo Børs was 58.1 percent in 2015. The Schibsted B-share had a turnover velocity of 30.4 percent since it was listed on 1 June 2015. The turnover velocity of the shares on Oslo Børs in total increased from 52.0 percent in 2014 to 57.1 percent in 2015. Around 35 percent of the trading in the Schibsted A-share took place on alternative trading platforms in 2015. In 2014 this was around 40 percent. For the B-share, around 20 percent of the trading took place on alternative platforms in 2015.
Schibsted conducts a quarterly analysis of shareholders registered at nominee accounts. This list is the outcome of this analysis and gives a richer picture of Schibsted's underlying shareholders than does the VPS register. Updated as of 22 January 2016.
| Rank | Fund manager | % of capital | A-Shares | B-Shares | Total shares |
|---|---|---|---|---|---|
| 1 | Blommenholm Industrier AS | 25.04 % | 28,188,589 | 28,598,589 | 56,787,178 |
| 2 | Baillie Gifford & Co. | 8.35 % | 9,102,106 | 9,842,700 | 18,944,806 |
| 3 | Folketrygdfondet | 6.37 % | 5,596,577 | 7,905,577 | 13,502,154 |
| 4 | Luxor Capital Group, L.P. | 5.23 % | 3,150,012 | 6,475,669 | 9,625,681 |
| 5 | Adelphi Capital LLP | 4.21 % | 4,943,829 | 4,521,314 | 9,465,143 |
| 6 | NWT Media AS | 3.59 % | 4,000,000 | 4,150,000 | 8,150,000 |
| 7 | Capital World Investors | 3.54 % | 2,882,283 | 5,107,283 | 7,989,566 |
| 8 | Caledonia (Private) Investments Pty Limited | 2.78 % | 3,210,329 | 3,094,083 | 6,304,412 |
| 9 | Alecta pensionsförsäkring, ömsesidigt | 2.49 % | 3,200,000 | 2,422,000 | 5,622,000 |
| 10 | Tybourne Capital Management (HK) Limited | 2.23 % | 2,434,513 | 2,816,292 | 5,250,805 |
| 11 | Marathon Asset Management LLP | 1.80 % | 1,884,811 | 1,895,877 | 3,780,688 |
| 12 | Pelham Capital Ltd | 1.70 % | 0 | 3,689,109 | 3,689,109 |
| 13 | The Vanguard Group, Inc. | 1.63 % | 1,589,135 | 1,700,758 | 3,289,893 |
| 14 | Swedbank Robur AB | 1.38 % | 1,376,988 | 1,521,988 | 2,898,976 |
| 15 | SAFE Investment Company Limited | 1.29 % | 2,060,022 | 696,661 | 2,756,683 |
| 16 | Scopia Capital Management LP | 1.23 % | 1,443,549 | 1,312,921 | 2,756,470 |
| 17 | BlackRock Institutional Trust Company, N.A. | 1.22 % | 802,600 | 1,740,975 | 2,543,575 |
| 18 | Platinum Investment Management Ltd. | 1.16 % | 1,326,602 | 1,193,539 | 2,520,141 |
| 19 | KLP Forsikring | 1.03 % | 988,669 | 1,428,901 | 2,417,570 |
| 20 | Mitsubishi UFJ Trust and Banking Corporation | 1.01 % | 1,162,124 | 1,004,294 | 2,166,418 |
The shareholder identification data are provided by Nasdaq OMX. The data are obtained through the analysis of beneficial ownership and fund manager information provided in replies to disclosure of ownership notices issued to all custodians on the Schibsted share register. Whilst every reasonable effort is made to verify all data, neither Nasdaq OMX or Schibsted can guarantee the accuracy of the analysis.
For an overview of the 20 largest shareholders as of 31 December 2015 from the public VPS register, refer to the annual accounts for Schibsted ASA, note 11.
The distribution of dividend and the opportunity to repurchase shares are regarded as suitable ways to adapt the capital structure. The Group's dividend policy is to place emphasis on paying a stable to increasing dividend amount over time. In years when there is an economic slowdown, or for other reasons weaker cash flows of the company, the company may reduce or decide not to pay dividend.
The Board has decided to propose to the Annual General Meeting on 11 May 2016 to pay a dividend for 2015 of NOK 1.75 per share. Subject to the decision of the Annual General Meeting, the dividend will be paid on 24 May 2016 to those registered as shareholders on the date of the Annual General Meeting.
The Annual General Meeting has authorized Schibsted's Board to repurchase up to 10 percent of the company's shares. The repurchases will take place in the market over time and should be viewed in connection with Schibsted's dividend policy, investment opportunities, and longterm perspectives for its capital structure. The Board will ask the Annual General Meeting to also grant authorization for the coming period. The authorization may also be used in a takeover situation. No shares were repurchased in 2015.
Blommenholm Industrier, which is controlled by the Tinius Trust, is Schibsted's largest shareholder, giving the Group long-term ownership stability. A consequence of this is that the number of A-shares issued will normally remain stable over time. B-shares may together with debt be used as a source of financing for growth in the form of acquisitions or organic investments.
Schibsted's shares are freely marketable. The wording of the company's Articles of Association reflects the Group's publishing responsibilities and role in society as a media company. Schibsted's independence and integrity are ensured through restrictions on ownership and voting rights in article 6 of the Articles of Association. No shareholder may own or exercise voting rights for more than 30 percent of the shares represented at the Annual General Meeting.
Any shareholder owning 25 percent or more of Schibsted's A-shares is entitled to appoint one director directly. Blommenholm Industrier, which owns 26.1 percent of the A-shares, is currently the only shareholder to hold this right. The Tinius Trust has a controlling interest in Blommenholm Industrier.
The Schibsted shares are listed on Oslo Børs with the ticker codes SCHA and SCHB. Both share classes are among the most traded in Norway. Up until 1 June 2015, when the company only had one share class, the share was included in the OBX index. Both classes were included in OBX from 1 June to 18 June, when the index composition was revised. The B-share was then excluded from the index because of lack of trading history. Based on the trading volumes between June and November 2015, the B-shares were once again included in the OBX index as of 18 December 2015.
The Schibsted share is covered by sell-side analysts in Scandinavia and London. At year-end 2015, 18 sell-side institutions (compared with 15 one year earlier), six of them based outside Scandinavia, officially covered the Schibsted share.
In 2015, the Schibsted share produced a total return for shareholders of 22.1 percent, including dividend of NOK 3.50 per share (reinvested). By comparison, the Oslo Børs Benchmark Index (OSEBX) produced a return of 5.9 percent.
| (NOK million) | Note | 2015 | 2014 |
|---|---|---|---|
| Operating revenues | 7 | 15,117 | 14,975 |
| Raw materials and finished goods | 26 | (575) | (696) |
| Personnel expenses | 27 | (5,884) | (5,564) |
| Other operating expenses | 28 | (6,642) | (6,774) |
| Gross operating profit (loss) | 2,016 | 1,941 | |
| Depreciation and amortisation | 11, 12 | (498) | (467) |
| Share of profit (loss) of joint ventures and associates | 13 | 52 | (841) |
| Impairment loss | 11,12,13 | (488) | (131) |
| Other income and expenses | 8 | 1,079 | 8 |
| Operating profit (loss) | 2,161 | 510 | |
| Financial income | 29 | 57 | 46 |
| Financial expenses | 29 | (252) | (174) |
| Profit (loss) before taxes | 1,966 | 382 | |
| Taxes | 30 | (575) | (509) |
| Profit (loss) | 1,391 | (127) | |
| Profit (loss) attributable to non-controlling interests | 35 | 128 | 53 |
| Profit (loss) attributable to owners of the parent | 1,263 | (180) | |
| Earnings per share (NOK) | 31 | 5.79 | (0.84) |
| Diluted earnings per share (NOK) | 31 | 5.78 | (0.84) |
| Earnings per share – adjusted (NOK) | 31 | 3.17 | (0.73) |
| Diluted earnings per share – adjusted (NOK) | 31 | 3.16 | (0.73) |
| (NOK million) | Note | 2015 | 2014 |
|---|---|---|---|
| Profit (loss) | 1,391 | (127) | |
| Other comprehensive income: | |||
| Items that will not be reclassified to profit or loss: | |||
| Remeasurements of defined benefit pension liabilities | 21 | 563 | (804) |
| Income tax relating to remeasurements of defined benefit pension liabilities | 30 | (151) | 217 |
| Share of other comprehensive income of joint ventures and associates | 13 | 5 | (42) |
| Items that will be reclassified subsequently to profit or loss: | |||
| Exchange differences on translating foreign operations | 446 | 435 | |
| Hedges of net investments in foreign operations | (79) | (24) | |
| Income tax relating to hedges of net investments in foreign operations | 30 | 21 | 7 |
| Other comprehensive income | 805 | (211) | |
| Comprehensive income | 2,196 | (338) | |
| Comprehensive income attributable to non-controlling interests | 129 | 53 | |
| Comprehensive income attributable to owners of the parent | 2,067 | (391) |
| (NOK million) | Note | 31.12.2015 | 31.12.2014 |
|---|---|---|---|
| ASSETS | |||
| Intangible assets | 11 | 14,292 | 11,906 |
| Investment property | 12 | 67 | 67 |
| Property, plant and equipment | 12 | 1,070 | 1,220 |
| Investments in joint ventures and associates | 13 | 929 | 547 |
| Deferred tax assets | 30 | 244 | 413 |
| Other non-current assets | 14, 15 | 181 | 123 |
| Non-current assets | 16,783 | 14,276 | |
| Inventories | 16 | 14 | 56 |
| Trade and other receivables | 17 | 2,928 | 2,797 |
| Cash and cash equivalents | 18 | 1,891 | 745 |
| Current assets | 4,833 | 3,598 | |
| Total assets | 21,616 | 17,874 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 19 | 113 | 108 |
| Treasury shares | 19 | - | (1) |
| Other paid-in equity | 4,217 | 1,527 | |
| Other equity | 6,446 | 4,926 | |
| Equity attributable to owners of the parent | 10,776 | 6,560 | |
| Non-controlling interests | 35 | 314 | 230 |
| Equity | 11,090 | 6,790 | |
| Deferred tax liabilities | 30 | 842 | 760 |
| Pension liabilities | 21 | 1,386 | 1,911 |
| Non-current interest-bearing borrowings | 22 | 2,365 | 2,132 |
| Other non-current liabilities | 23 | 515 | 970 |
| Non-current liabilities | 5,108 | 5,773 | |
| Current interest-bearing borrowings | 22 | 318 | 696 |
| Income tax payable | 161 | 291 | |
| Other current liabilities | 24 | 4,939 | 4,324 |
| Current liabilities | 5,418 | 5,311 | |
| Total equity and liabilities | 21,616 | 17,874 |
Ole Jacob Sunde Chairman of the Board
Birger Steen Arnaud de Puyfontaine Tanya Cordrey
Oslo, 31 March 2016 Schibsted ASA's Board of Directors
Christian Ringnes
Eva Berneke
Ingunn Saltbones Finn E. Våga
Jonas Fröberg Eugénie Van Wiechen
Rolv Erik Ryssdal CEO
104
| (NOK million) | Note | 2015 | 2014 |
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | |||
| Profit (loss) before taxes | 1,966 | 382 | |
| Gain from remeasurement of previously held equity interest in business combination achieved in stages and remeasurement of contingent consideration |
(778) | (91) | |
| Share of profit of joint ventures and associates | 13 | (52) | 841 |
| Dividends received from joint ventures and associates | 13 | 27 | 36 |
| Taxes paid | (738) | (635) | |
| Sales losses / (gains) non-current assets | (437) | (121) | |
| Amortisation and impairment losses intangible assets | 11 | 698 | 231 |
| Depreciation and impairment losses property, plant and equipment | 12 | 274 | 367 |
| Impairment loss associates | 13 | 14 | - |
| Impairment losses financial instruments | 29 | 14 | - |
| Change in working capital* | 5 | 220 | |
| Net cash flow from operating activities | 993 | 1,230 | |
| CASH FLOW FROM INVESTING ACTIVITIES | |||
| Purchase of intangible assets and property, plant and equipment | 11, 12 | (460) | (630) |
| Acquisition of subsidiaries, net of cash acquired | 32 | (753) | (532) |
| Proceeds from sale of intangible assets and property, plant and equipment | 34 | 375 | |
| Proceeds from sale of subsidiaries, net of cash sold | 32 | 470 | 9 |
| Investments in / sale of other shares | (722) | (786) | |
| Other investments / sales | (82) | (16) | |
| Net cash flow from investing activities | (1,513) | (1,580) | |
| Net cash flow before financing activities | (520) | (350) | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| New interest-bearing loans and borrowings | 1,123 | 871 | |
| Repayment of interest-bearing loans and borrowings | (1,335) | (359) | |
| Payment due to increase in ownership interests in subsidiaries | (188) | (150) | |
| Capital increase | 19 | 2,634 | 23 |
| Purchase / sale of treasury shares | 16 | 8 | |
| Dividends paid to owners of the parent | 20, 32 | (376) | (376) |
| Dividends paid to non-controlling interests | 32, 35 | (191) | (133) |
| Net cash flow from financing activities | 1,683 | (116) | |
| Effects of exchange rate changes on cash and cash equivalents | (17) | 9 | |
| Net increase / (decrease) in cash and cash equivalents | 1,146 | (457) | |
| Cash and cash equivalents as at 1.1 | 745 | 1,202 | |
| Cash and cash equivalents as at 31.12 | 18 | 1,891 | 745 |
* Changes in working capital consist of changes in trade receivables, other current receivables and liabilities, and other accruals.
| (NOK million) | Note | Share capital |
Treasury shares |
Other paid-in equity |
Retained earnings |
Foreign currency transl. reserve |
Total | Non controlling interests |
Total |
|---|---|---|---|---|---|---|---|---|---|
| As at 31.12.2013 Restated | 108 | (1) | 1,490 | 5,712 | 16 | 7,325 | 261 | 7,586 | |
| Profit (loss) 2014 | - | - | - | (180) | - | (180) | 53 | (127) | |
| Remeasurements of defined benefit pension liabilities | 21 | - | - | - | (804) | - | (804) | - | (804) |
| Income tax relating to remeasurements of defined benefit pension liabilities |
30 | - | - | - | 217 | - | 217 | - | 217 |
| Share of other comprehensive income of joint ventures and associates |
13 | - | - | - | (42) | - | (42) | - | (42) |
| Translation differences | - | - | - | - | 435 | 435 | - | 435 | |
| Hedging of net investment in foreign operations | - | - | - | - | (24) | (24) | - | (24) | |
| Tax effect hedging of net investment in foreign operations | 30 | - | - | - | - | 7 | 7 | - | 7 |
| Comprehensive income 2014 | - | - | - | (809) | 418 | (391) | 53 | (338) | |
| Capital increase | - | - | - | - | - | - | 23 | 23 | |
| Share-based payment | - | - | 37 | - | - | 37 | - | 37 | |
| Dividends paid to owners of the parent | 20 | - | - | - | (376) | - | (376) | - | (376) |
| Dividends to non-controlling interests | - | - | - | 26 | - | 26 | (133) | (107) | |
| Change in treasury shares | 19 | - | - | - | 8 | - | 8 | - | 8 |
| Business combinations | 5 | - | - | - | - | - | - | 5 | 5 |
| Changes in ownership of subsidiaries that do not result in a loss of control |
- | - | - | (69) | - | (69) | 21 | (48) | |
| Total transactions with the owners | - | - | 37 | (411) | - | (374) | (84) | (458) | |
| As at 31.12.2014 | 108 | (1) | 1,527 | 4,492 | 434 | 6,560 | 230 | 6,790 |
| (NOK million) | Note | Share capital |
Treasury shares |
Other paid-in equity |
Retained earnings |
Foreign currency transl. reserve |
Total | Non controlling interests |
Total |
|---|---|---|---|---|---|---|---|---|---|
| As at 31.12.2014 | 108 | (1) | 1,527 | 4,492 | 434 | 6,560 | 230 | 6,790 | |
| Profit (loss) 2015 | - | - | - | 1,263 | - | 1,263 | 128 | 1,391 | |
| Remeasurements of defined benefit pension liabilities | 21 | - | - | - | 561 | - | 561 | 2 | 563 |
| Income tax relating to remeasurements of defined benefit pension liabilities |
30 | - | - | - | (150) | - | (150) | (1) | (151) |
| Share of other comprehensive income of joint ventures and associates |
13 | - | - | - | 5 | - | 5 | - | 5 |
| Translation differences | - | - | - | - | 446 | 446 | - | 446 | |
| Hedging of net investment in foreign operations | - | - | - | - | (79) | (79) | - | (79) | |
| Tax effect hedging of net investment in foreign operations | 30 | - | - | - | - | 21 | 21 | - | 21 |
| Comprehensive income 2015 | - | - | - | 1,679 | 388 | 2,067 | 129 | 2,196 | |
| Capital increase | 19 | 5 | - | 2,635 | - | - | 2,640 | - | 2,640 |
| Share-based payment | - | - | 55 | - | - | 55 | - | 55 | |
| Dividends paid to owners of the parent | 20 | - | - | - | (376) | - | (376) | - | (376) |
| Dividends to non-controlling interests | - | - | - | 15 | - | 15 | (191) | (176) | |
| Change in treasury shares | 19 | - | 1 | - | 15 | - | 16 | - | 16 |
| Business combinations | 5 | - | - | - | - | - | - | 111 | 111 |
| Loss of control of subsidiaries | - | - | - | - | - | - | (3) | (3) | |
| Changes in ownership of subsidiaries that do not result in a loss of control |
4 | - | - | - | (208) | - | (208) | 38 | (170) |
| Share of transactions with the owners of joint ventures | |||||||||
| and associates | 13 | - | - | - | 7 | - | 7 | - | 7 |
| Total transactions with the owners | 5 | 1 | 2,690 | (547) | - | 2,149 | (45) | 2,104 | |
| As at 31.12.2015 | 113 | - | 4,217 | 5,624 | 822 | 10,776 | 314 | 11,090 |
All amounts are in NOK million unless otherwise stated.
| NOTE 1: COMPANY INFORMATION |
|
|---|---|
| -------------------------------- | -- |
Schibsted ASA is a public limited liability company and its head office is located at Apotekergaten 10, Oslo (Norway). Schibsted shares are from 1 June 2015, split in A-shares and B-shares, traded on the Oslo Stock Exchange under ticker SCHA and SCHB. The company's postal address is P.O. Box 490 Sentrum, 0105 Oslo.
Schibsted Media Group is one of Scandinavia's leading media groups. The major businesses are in Norway, Sweden, France and Spain, but the Group also has operations in other countries in Europe, Latin America, Asia and Africa. Schibsted's operations are divided in three operating segments: Online classifieds, Schibsted Norge media house and Schibsted Sverige media house. Schibsted's main operations are within classifieds, print and online newspapers and online growth businesses adjacent to media and classifieds.
The financial statements were approved by the Board of Directors on 31 March 2016 and will be proposed to the General Meeting 11 May 2016.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The consolidated financial statements have been prepared based on a historical cost basis, with the exception of financial instruments in the categories Financial assets and Financial liabilities at fair value through profit or loss and Financial assets available for sale which are measured at fair value and Loans and receivables and Other financial liabilities which are measured at amortised cost.
In the consolidated income statement, expenses are presented using a classification based on the nature of the expenses.
Determining the carrying amounts of some assets and liabilities requires management to estimate the effects of uncertain future effects on those assets and liabilities at the balance sheet date. Key sources of estimation uncertainty at the balance sheet date having a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed in note 3 Significant accounting judgements and major sources of estimation uncertainties.
The accounting principles adopted are consistent with those of the financial year 2014. Earnings per share and cash flow from operating activities per share for previous periods have been adjusted to reflect share split in June 2015.
The consolidated financial statements include the parent Schibsted ASA and all subsidiaries, presented as the financial statements of a single economic entity. Intragroup balances, transactions, income and expenses are eliminated.
Subsidiaries are all entities controlled, directly or indirectly, by Schibsted ASA. The group controls an entity when it is exposed to, or has rights to, variable returns from the involvement with the entity and has the ability to affect those returns through power over the entity. Power over an entity exists when the group has existing rights that give it the current ability to direct the activities that significantly affect the entity's returns.
Generally, there is a presumption that a majority of voting rights result in control. The group considers all relevant facts and circumstances in assessing whether control exist, including contractual arrangements and potential voting rights to the extent that those are substantive.
Subsidiaries are included in the consolidated financial statements from the date Schibsted ASA effectively obtains control of the subsidiary (acquisition date) and until the date Schibsted ASA ceases to control the subsidiary.
Non-controlling interests is the equity in a subsidiary not attributable, directly or indirectly, to the parent Schibsted ASA. Non-controlling interests are presented in the consolidated balance sheet within equity, separately from the equity of the owners of the parent. Profit or loss and comprehensive income attributable to non-controlling interests are disclosed as allocations for the period of profit or loss and comprehensive income attributable to non-controlling interests and owners of the parent, respectively.
All business combinations in which Schibsted ASA or a subsidiary is the acquirer, i.e. the entity that obtains control of an other entity or business, are accounted for by applying the acquisition method.
The identifiable assets acquired and the liabilities including contingent liabilities assumed are measured at their acquisition-date fair values. Any noncontrolling interest in the acquiree is measured either at fair value or at the proportionate share of the acquiree's identifiable net assets. The consideration transferred is measured at fair value. Any excess of the aggregate of the consideration transferred, the amount recognised for non-controlling interests and the fair value of any previously held equity interest in the acquiree over the net of identifiable assets acquired and liabilities assumed, is recognised as goodwill. Acquisition-related costs incurred, except those related to debt or equity, are expensed.
The acquisition-date fair value of contingent consideration is recognised as part of the consideration transferred in exchange for the acquiree. Subsequent changes in the fair value of contingent consideration deemed to be a liability is recognised in profit or loss.
In business combinations achieved in stages, the previously held equity interest is remeasured at its acquisition-date fair value with the resulting gain or loss recognised in profit or loss.
Changes in ownership interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of noncontrolling interests is adjusted to reflect the change in their relative share in the subsidiary. Any difference between the amount by which the non-controlling interests is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the parent.
When control of a subsidiary is lost, the assets and liabilities of the
subsidiary and the carrying amount of any non-controlling interests are derecognised. Any consideration received and any investment retained in the former subsidiary is recognised at their fair values. The difference between amounts recognised and derecognised is recognised as gain or loss in profit or loss. Amounts recognised in other comprehensive income related to the subsidiary are reclassified to profit or loss or transferred to equity similarly as if the parent had disposed of the assets and liabilities directly. Amounts reclassified to profit or loss (including accumulated translation differences and accumulated fair value adjustments to Financial assets available for sale) are included in gain or loss on loss of control of subsidiary in profit or loss.
A joint arrangement is an arrangement of which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an arrangement and exists when decisions about the relevant activities require the unanimous consent of the parties sharing control. Investments in joint arrangements are classified as joint ventures if they are structured through separate vehicles and the parties have rights to the net assets of the arrangements.
An associate is an entity over which Schibsted ASA, directly or indirectly through subsidiaries, has significant influence. Significant influence is normally presumed to exist when Schibsted controls 20% or more of the voting power of the investee.
Investments in joint ventures and associates are accounted for using the equity method. On initial recognition, the investment is recognised at cost. The Group's share of the investee's profit or loss is recognised in profit or loss and the share of changes in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. Distributions received reduce the carrying amount of the investment.
When the Group's share of losses of a joint venture or an associate equals or exceeds the interest in the joint venture or associate, including any long-term unsecured receivables, the Group does not recognise further losses unless it has incurred legal or constructive obligations.
The use of the equity method is discontinued from the date an investment ceases to be a joint venture or an associate. The difference between the total of the fair value of any retained interest and any proceeds from disposing of a part interest in a joint venture or an associate, and the carrying amount of the investment, is recognised as gain or loss in profit or loss.
If the Group's ownership interest in a joint venture or an associate is reduced, but the equity method is still applied, a gain or loss from the partial disposal is recognised in profit or loss. The retained interest is not remeasured.
Gains or losses resulting from upstream or downstream transactions between the Group and a joint venture or an associate, including any sale or contribution of subsidiaries to a joint venture or an associate, are recognised only to the extent of unrelated investors' ownership interests in the joint venture or associate.
Whenever there is objective evidence that an investment may be impaired, that investment is tested for impairment and an impairment loss is recognised if
its recoverable amount (higher of value in use and fair value less costs to sell) is less than its carrying amount. Impairment losses are reversed if the loss no longer exists.
Cash and cash equivalents, assets included in the normal operating cycle and other financial assets expected to be realised within twelve months after the reporting period are classified as current assets. Liabilities included in the normal operating cycle and liabilities due to be settled within twelve months after the reporting period are classified as current liabilities. Other assets and liabilities are classified as non-current.
The division into operating segments is based on the organisation of the Group and corresponds to the internal management reporting to the chief operating decision maker, defined as the CEO.
Revenue from sale of goods is recognised when delivery has occurred and the significant risks and rewards of ownership have been transferred to the buyer. Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction (the percentage of completion method) provided that the outcome of the transaction can be estimated reliably. Discounts are recognised as a revenue reduction.
Advertising revenue in printed media is recognised when inserted. Subscription revenues for printed media are invoiced in advance and recognised upon delivery over the subscription period. Revenue from other sales of goods, including casual sales, are recognised upon delivery, taking into account estimated future returns.
Online advertising revenue is recognised when displayed. Other revenues from the internet, including subscription based revenues, are recognised in the periods in which the service is rendered.
Commissions related to sales of ads and casual sales are recognised as operating expenses.
When goods are sold or services rendered in exchange for dissimilar goods or services, revenue is recognised in accordance with the recognition policy related to relevant goods or services. Revenue is measured at the fair value of the goods or services delivered or received, depending on which item that can be measured reliably.
Interest income is recognised using the effective interest method and dividends are recognised when the right to receive payment is established.
Government grants are recognised when there is reasonable assurance that the conditions attaching to them will be complied with, and that the grants will be received.
Government grants, including press subsidies, are recognised in profit or loss on a systematic basis over the periods in which the entity recognises as expenses the related costs for which the grants are intended to compensate.
The Group initially recognises loans, receivables and deposits on the date that they are originated. All other financial assets and financial liabilities (including financial assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
The Group classifies at initial recognition its financial instruments in one of the following categories: Financial assets or financial liabilities at fair value through profit or loss, Loans and receivables, Financial assets available for sale and Other financial liabilities. The classification depends on the purpose for which the financial instruments were acquired.
Financial assets or financial liabilities at fair value through profit or loss are financial assets held for trading and acquired primarily with a view of selling in the near term. The category consists of financial derivatives unless they are designated and effective hedging instruments. Financial derivatives are included in the balance sheet items Trade and other receivables, Other current liabilities and Other non-current liabilities.
These financial assets and liabilities are measured at fair value when recognised initially, and transaction costs are charged to expense as incurred. Subsequently, the instruments are measured at fair value, with changes in fair value, including interest income, recognised in profit or loss as financial income or financial expenses.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The category is included in the balance sheet items Other non-current assets, Trade and other receivables and Cash and cash equivalents. Loans and receivables are recognised initially at fair value plus directly attributable transaction costs. Subsequently, loans and receivables are measured at amortised cost using the effective interest method, reduced by any impairment loss. Short-term loans and receivables are for practical reasons not amortised. Effective interest related to loans and receivables is recognised in profit or loss as Financial income.
Financial assets available for sale are non-derivative financial assets that are designated as available for sale or which are not classified in any other category. Carrying amount of financial assets available for sale is included in the balance sheet item Other non-current assets.
These financial assets are measured initially at fair value plus directly attributable transaction costs. Changes in fair value are recognised in other comprehensive income, except for impairment losses that are recognised in profit or loss. When an investment is derecognised, the cumulative gain or loss is transferred to profit or loss under financial income or expenses. Dividends are recognised when the right to receive payment is established.
Financial liabilities not included in any of the above categories are classified as other financial liabilities. The category other financial liabilities is included in the balance sheet items Non-current interest-bearing borrowings, Other non-current liabilities, Current interest-bearing borrowings and Other current liabilities. Other financial liabilities are recognised initially at fair value. Subsequently, other financial liabilities are measured at amortised cost using the effective interest method. Effective interest is recognised in income as financial expenses. Shortterm financial liabilities are for practical reasons not amortised.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire and the Group has transferred substantially all the risks and rewards of ownership. Financial liabilities are derecognised when the obligation is discharged, cancelled or expires. Any rights and obligations created or retained in such a transfer are recognised separately as assets or liabilities.
Financial assets and liabilities are offset and the net amount presented in the balance sheet when the Group has a legal right to offset the amounts and intends to settle on a net basis or to realise the asset and settle the liability simultaneously.
The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator that the securities are impaired. Indications of impairment is evaluated separately for each investment, but normally a decline in value of more than 20% compared to cost will be considered to be significant, and normally a decline in value below cost lasting for more than 12 months will be considered to be prolonged.
For Trade and other receivables, default in payments, significant financial difficulties of the debtor or probability that the debtor will enter bankruptcy or debt settlement negotiations are considered to be indicators that the Group will not be able to collect all amounts due according to the original terms of the receivables. The carrying amount of the trade receivables is reduced through the use of an allowance account, and the loss is recognised as other operating expenses in the income statement, while impairment of other financial assets are recognised as financial expenses.
Fair value of financial instruments is based on quoted prices in an active market if such markets exist. If an active market does not exist, fair value is established by using valuation techniques that are expected to provide a reliable estimate of the fair value. The fair value of listed securities is based on current bid prices. The fair value of unlisted securities is based on cash flows discounted using an applicable risk-free market interest rate and a risk premium specific to the unlisted securities. Fair value of forward contracts is estimated based on the difference between the spot forward price of the contracts and the closing rate at the date of the balance sheet. The forward rate addition and deduction is recognised as interest income or interest expense. Fair value of interest and currency swaps is estimated based on discounted cash flows, where future interest rates are derived from market-based future rates.
Own equity instruments which are reacquired (treasury shares) are deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of treasury shares. Consideration paid or received is recognised directly in equity.
The transaction costs of issuing or acquiring own equity instruments are accounted for as a deduction from equity, net of any related income tax benefit.
Each individual entity included in the consolidated financial statements measures its results and financial position using the currency of the primary economic environment in which it operates (the functional currency). The consolidated financial statements are presented in NOK which is Schibsted ASA's functional and presentation currency.
Foreign currency transactions are translated into the entity's functional currency on initial recognition by using the spot exchange rate at the date of the transaction. At the balance sheet date, assets and liabilities are translated from foreign currency to the entity's functional currency by:
Exchange differences arising on the settlement of, or on translating monetary items not designated as hedging instruments, are recognised in profit or loss in the period in which they arise. When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss is also recognised in other comprehensive income. When a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss is also recognised in profit or loss.
Upon incorporation of a foreign operation into the consolidated financial statements by consolidation or the equity method, the results and financial position is translated from the functional currency of the foreign operation into NOK (the presentation currency) by using the step-by-step method of consolidation. Assets and liabilities are translated at the closing rate at the balance sheet date and income and expenses are translated monthly at the average exchange rates for the month and accumulated. Resulting exchange differences are recognised in other comprehensive income until the disposal of the foreign operation.
The following are the most significant exchange rates used:
| Average rate | Closing rate as at 31.12 | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| EUR | 8.9530 | 8.3534 | 9.6190 | 9.0365 |
| SEK | 95.71 | 91.84 | 104.75 | 95.97 |
Goodwill and fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of a foreign operation, is treated as assets and liabilities of that foreign operation. They are therefore expressed in the functional currency of the foreign operation and translated at the closing rate at the balance sheet date.
On initial designation of a hedge, the Group formally documents the relationship between the hedging instrument(s) and the hedged item(s), including risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship. The Group makes an assessment both at the inception of the hedge relationship as well as on an ongoing basis, whether the hedging instruments are expected to be highly effective in offsetting the changes in the fair value or cash flows for the respective hedged items during the period for which the hedge is designated.
In a fair value hedge, the gain or loss from remeasuring a derivative hedging instrument at fair value is recognised in profit or loss. The gain or loss on the hedged item attributable to the hedged risk is also recognised in profit or loss.
Gains or losses related to loans or currency derivatives in foreign currencies, designated as hedging instruments in a hedge of a net investment in a foreign operation, are recognised in other comprehensive income until disposal of the operation.
Property, plant and equipment are measured at its cost less accumulated depreciation and accumulated impairment losses.
The depreciable amount (cost less residual value) of property, plant and equipment is allocated on a systematic basis over its useful life. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item, is depreciated separately.
Costs of repairs and maintenance are recognised in profit or loss as incurred. Cost of replacements and improvements are recognised in the carrying amount of the asset.
The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no economic benefits are expected from its use or disposal. Gain or loss arising from derecognition is included in profit or loss when the item is derecognised.
Property that is not owner-occupied, but held to earn rentals or for capital appreciation, is classified as investment property. Investment property is measured at cost less accumulated depreciation and accumulated impairment losses.
Intangible assets are measured at its cost less accumulated amortisations and accumulated impairment losses. Amortisation of intangible assets with a definite useful life is allocated on a systematic basis over its useful life. Intangible assets with an indefinite useful life are not amortised.
Costs of developing software and other intangible assets are recognised as an expense until all requirements for recognition as an asset is met. The requirements for recognition as an asset include, among other requirements, the requirement to demonstrate probable future economic benefits and the requirement that the cost of the asset can be measured reliably. Costs incurred after the time that all the requirements for recognition as an asset are met are recognised as an asset. The cost of an internally generated intangible asset is the sum of expenditure incurred from the time all requirements for recognition as an asset are met and until the time the asset is capable of operating in the manner intended by management.
Subsequent expenditure incurred in the operating stage to enhance or maintain an intangible asset are normally recognised as an expense as the requirement to demonstrate probable increased economic benefits will normally not be met.
Property, plant, equipment, intangible assets and goodwill are reviewed for impairment whenever an indication that the carrying amount may not be recoverable is identified. Goodwill and other intangible assets that have an indefinite useful life are tested annually for impairment. Impairment indicators will typically be changes in market developments, the competitive situation or technological developments.
An impairment loss is recognised in the Income statement if the carrying amount of an asset (cash generating unit) exceeds its recoverable amount.
The recoverable amount is the higher of value in use and fair value less cost to sell. Value in use is assessed by discounting estimated future cash flows. Estimated cash flows are based on management's experience and market knowledge for the given period, normally five years. For subsequent periods growth factors are used that do not exceed the long-term average rate of growth for the relevant market. Expected cash flows are discounted using an after tax discount rate that takes into account the expected long-term interest rate with the addition of a risk margin appropriate for the assets being tested. For the purpose of impairment testing, assets, except goodwill, are grouped together into the smallest group of assets that generates independent cash flows (cash-generating units). Goodwill acquired in a business combination is, from the acquisition date, allocated to the cash-generating units, or groups of cash-generating units, that is expected to benefit from the synergies of the combination. Testing for impairment of goodwill is done by comparing recoverable amount and carrying amount of the same groups of cash-generating units as to which goodwill is allocated. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill. Any remaining amount is then allocated to reduce the carrying amounts of the other assets in the unit on a pro rata basis. Impairment losses are reversed if the loss no longer exists for all property, plant and equipment and intangible assets with the exception of goodwill where impairment losses are not reversed.
Leases are classified as either finance leases or as operating leases. Leases that transfer substantially all the risks and rewards incidental to the asset are classified as finance leases. Other leases are classified as operating leases.
When Schibsted is lessee in a finance lease, the leased asset and the liability related to the lease is recognised in the balance sheet. Depreciable leased assets are depreciated systematically over the useful life of the asset. Lease payments are apportioned between interest expense and reduction of the liability.
Lease payments related to operating leases are recognised as an expense over the lease term.
Borrowing costs are generally recognised as an expense in the period in which they are incurred. Borrowing costs that are directly attributable to the acquisition, construction or production of an asset, that necessarily takes a substantial period of time to get ready for its intended use or sale ("qualifying asset"), are capitalised as part of the cost of that asset.
Inventories are measured at the lower of cost and net realisable value. The cost of inventories are assigned by using the first-in, first-out (FIFO) cost formula and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
Net realisable value is estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Pension plans, including multi-employer plans, are classified as defined contribution plans or defined benefit plans depending on the economic substance of the plan. Pension plans in which Schibsted's obligation is limited to the payment of agreed contributions and in which the actuarial risk and the investment risk fall on the employee, are classified as defined contribution plans. Other plans are classified as defined benefit plans.
As net defined benefit liability is recognised the present value of the benefit obligation at the balance sheet date, less fair value of plan assets.
Net pension expense related to defined benefit plans include service cost and net interest on the net defined benefit liability recognised in profit or loss and remeasurements of the net defined benefit liability recognised in other comprehensive income.
The present value of defined benefit obligations, current service cost and past service cost is determined using the Projected Unit Credit Method and actuarial assumptions regarding demographic variables and financial variables.
Past service cost is the change in the present value of the defined benefit obligation resulting from a plan amendment or curtailment. Past service cost is recognised at the earlier date of when the plan amendment or curtailment occurs and when related restructuring costs or termination benefits are recognised.
The contribution payable to a defined contribution plan attributable to the reporting period is recognised in profit or loss.
Multi-employer plans classified as defined benefit plans, but for which sufficient information is not available to enable recognition as a defined benefit plan, are accounted for as if they were defined contribution plans.
Social security taxes are included in the determination of defined benefit obligations and net pension expense.
In equity-settled share-based payment transactions with employees, the employee services and the corresponding equity increase is measured by reference to the fair value of the equity instruments granted. The fair value of the equity instruments are measured at grant date, and is recognised as personnel expenses and equity increase immediately or over the vesting period when performance vesting conditions require an employee to serve over a specified time period.
At each reporting date the companies remeasure the estimated number of equity instruments that is expected to vest. The amount recognised as an expense is adjusted to reflect the number of equity instruments which is expected to be, or actually become vested.
In cash-settled share-based payment transactions with employees, the employee services and the incurred liability is measured at the fair value of the liability. The employee services and the liability are recognised immediately or over the vesting period when performance vesting conditions require an employee to serve over a specified time period. Until the liability is settled, the fair value of the liability is revised at each balance sheet date and at settlement date, with changes in fair value recognised in profit or loss.
Current tax, which is the amount of income taxes payable in respect of taxable profit for a period, is, to the extent unpaid, recognised as a liability. If the amount paid exceeds the amount due, the excess is recognised as an asset.
A deferred tax liability is recognised for all taxable temporary differences, except for liabilities arising from the initial recognition of goodwill.
A deferred tax asset is recognised for deductible temporary differences, the carryforward of unused tax losses and the carryforward of unused tax credits to the extent that it is probable that future taxable profit will be available against which these benefits can be utilised.
No deferred tax liability is recognised for taxable temporary differences associated with investments in subsidiaries and interests in joint ventures when Schibsted is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The Group records provisions relating to uncertain or disputed tax provisions at the amount expected to be paid. The provision is reversed if the disputed tax position is settled in favour of the Group and can no longer be appealed.
Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income). Any amount recognised as current tax assets or liabilities and deferred tax assets or liabilities are recognised in profit or loss, except to the extent that the tax arises from a transaction or event recognised in other comprehensive income or directly in equity or arises from a business combination.
A provision is recognised when an obligation exists (legal or constructive) as a result of a past event, it is probable that an economic settlement will be required as a consequence of the obligation, and a reliable estimate can be made of the amount of the obligation.
The best estimate of the expenditure required to settle the obligation is recognised as a provision. When the effect is material, the provision is discounted using a market based pre-tax discount rate.
A provision for restructuring costs is recognised when a constructive obligation arises. Such an obligation is assumed to have arisen when the restructuring plan is approved and the implementation of the plan has begun or its main features are announced to those affected by it.
Contingent liabilities and contingent assets are not recognised. Contingent liabilities are disclosed unless the possibility of an economic settlement as a consequence of the obligation is remote. Contingent assets are disclosed where an economic settlement as a consequence of the asset is probable.
Income and expenses included in operating profit, but being of a non-recurring nature and material in relation to operating segments, are reported on a separate line in the income statement. Other income and expenses will normally include restructuring costs, material gains and losses on sale of property, plant and equipment or intangible assets, as well as gains or losses relating to sale of subsidiaries, joint ventures and associates.
A non-current asset (or disposal group) is classified as held for sale if its carrying amount will be recovered principally through a sales transaction rather than through continuing use.
A disposal group includes assets to be disposed of, by sale or otherwise, together in a single transaction, and liabilities directly associated with those assets that will be transferred in the transaction.
A non-current asset or a disposal group classified as held for sale is measured at the lower of carrying amount and fair value less costs to sell. Non-current assets classified as held for sale and non-current assets that are part of a disposal group classified as held for sale, are not depreciated.
Non-current assets and assets of a disposal group classified as held for sale are presented separately from other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.
The results of discontinued operations are presented separately in the income statement. A component of the Group that either has been disposed of or is classified as held for sale, and represents a separate major line of business, is classified as discontinued operations.
The results of discontinued operations are presented separately from the period the operation is disposed of or classified as held for sale. Previous periods are reclassified so that all items related to discontinued operations are presented separately from continuing operations for all periods presented.
The statement of cash flows is prepared under the indirect method. Cash and cash equivalents include cash, bank deposits and other monetary instruments with a maturity of less than three months at the date of purchase.
Earnings per share and diluted earnings per share are presented for ordinary shares. Earnings per share are calculated by dividing profit (loss) attributable to owners of the parent by the weighted average number of shares outstanding. Diluted earnings per share is calculated by dividing net income attributable to owners of the parent by the weighted average number of shares outstanding, adjusted for all dilutive potential shares.
Dividends are recognised as a liability at the date such dividends are appropriately approved by the company's shareholders' meeting.
IASB has published certain new standards and interpretations and amendments to existing standards and interpretations that are not effective for the annual period ending 31.12.2015 and that are not applied when preparing these financial statements. New and amended standards and interpretations expected to be relevant for the Group's financial position, performance or disclosures are disclosed below. None of the changes disclosed are EU-approved.
IFRS 9 Financial Instruments was finalised in 2014 and involves changes related to classification and measurement, hedge accounting and impairment of financial instruments. The standard will replace IAS 39 Financial Instruments: Recognition and Measurement. The standard shall be implemented retrospectively, with the exception for hedge accounting that shall mainly be implemented prospectively. The standard is effective from 1.1.2018. Schibsted will evaluate the potential impact of the standard in the period until implementation, but has so far not identified any issues that is expected to have a material impact on the consolidated financial statements.
IFRS 15 Revenues from Contracts with Customers will replace all existing standards and interpretations related to revenue recognition. The core principle of IFRS 15 is that revenue is recognised to depict the transfer of agreed goods or services to customers by an amount that reflects the consideration to which the entity expects to be entitled. The standard applies to all remunerative contracts and also provides a model for the recognition and measurement of sales of certain non-financial assets. IFRS 15 shall be implemented using the fully retrospective or modified method. The standard is effective from 1.1.2018. Schibsted will evaluate the potential impact of the standard in the period until implementation, but has so far not identified any issues that is expected to have a material impact on the consolidated financial statements.
IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures are amended to eliminate an inconsistency between those standards regarding the sale or contribution of assets between an investor and its associate or joint venture. The main change is that a full gain or loss is to be recognised when a transaction involves a business. Under current accounting policies, gain or loss is recognised only to the extent of unrelated investors' ownership interests in the joint venture or associate. The mandatory date of implementation is deferred indefinitely as certain issues with respect to the sale or contribution of assets between an investor and its associate is being addressed by IFRS' research project on equity accounting. The amendments will be implemented prospectively to transactions occurring in annual periods beginning on or after the date of implementation.
IFRS 16 Leases was issued in January 2016 and implies that an asset and a related liability will be recognised for most leases. The standard will affect both phasing and classification of lease expenses. Lease expenses will change from being linear over the lease term to being declining and the lease expense will change classification from other operating expenses to a combination of depreciation and financial expenses. Schibsted has obligations related to off-balance sheet operating leases of NOK 2,887 million as at 31.12.2015. Upon implementation of the standard, total assets and total liabilities will increase by the net present value of corresponding obligations at the implementation date. The Group's equity ratio will be negatively affected. The standard is effective from 1.1.2019.
The preparation of consolidated financial statements in accordance with IFRS require management to make judgements in the process of applying the accounting policies. The judgements that have the most significant effect on the amounts recognised are disclosed below.
In July 2015, Schibsted and Distilled Media joined forces in the Irish market and established a holding company (Digital Media Ventures Ltd) owning subsidiaries operating the online classifieds sites DoneDeal.ie, Daft.ie and Adverts.ie. Schibsted and Distilled Media each hold a 50% interest in Digital Media Ventures Ltd. Schibsted consolidates Digital Media Ventures Ltd and its subsidiaries. Schibsted's assessment is that Schibsted has the ability to exercise control over Digital Media Ventures Ltd through a shareholders' agreement giving Schibsted the current ability to direct the most significant activities affecting the return of the investment.
In January 2015, Schibsted increased its ownership interest in Finderly GmbH, a company operating the native mobile marketplace Shpock, from 49.99% to 81.9%. Finderly GmbH was previously classified as an associate and was from January 2015 classified as a joint venture. Schibsted's assessment was that Schibsted did not have the current ability to exercise control over Finderly GmbH due to a shareholders agreement giving other owners joint control over the most significant activities affecting the return of the investment. In September 2015, Schibsted further increased its ownership interest to 90.95%. As a result of simultaneous changes to the shareholders' agreement, Schibsted has the current ability to direct the most significant activities affecting the return of the investment, and the company is because of this classified as a subsidiary from September.
In many areas, the consolidated financial statements are affected by estimates. Important areas in which the use of estimates has significant effect on carrying amounts, and thus involves a risk of changes that could affect results in future periods, are disclosed below.
The valuation of intangible assets in connection with business combinations and the testing of property, plant and equipment and intangible assets for impairment (see note 11 Intangible assets and note 12 Property, plant and equipment and investment property) will to a large extent be based on estimated future cash flows. Correspondingly, the expected useful lives and residual values included in the calculation of depreciation and amortisation will be based on estimates. The Group has activities within established media, but is also active in establishing positions at an early point in time in new media channels through both business combinations and its own start-ups. Estimates related to future cash flows and the determination of discount rates to calculate present values are based on management's expectations on market developments, the competitive situation, technological development, the ability to realise synergies, interest rate levels and other relevant factors. Such estimates involve uncertainty, and management's view on, and the actual development in the matters referred to, may change over time. Changes in management's opinion and actual development may lead to impairment losses in future periods.
Tangible and intangible assets are tested for impairment if there are indications that an asset may be impaired. Intangible assets that are not amortised are, as a minimum, tested annually for impairment. Indications of impairment will typically be changes in market development, the competitive situation and technological development. In the same way, depreciation and amortisation schedules and any residual values are reviewed periodically.
The risk of changes in expected cash flows that affect the financial statements will naturally be higher in markets in an early phase and be more limited in established markets. Further, the risk of changes will be significantly higher in periods with uncertain macroeconomic prognosis.
The structural changes in media consumption, with accelerated migration from print to digital results in pressure on profits and cash flows for the media houses in Norway and Sweden. Rapid adaption of the business model and cost base is required to be relevant and profitable in the digital future. Inability to convert print cash flows to digital cash flows can consequently lead to a negative adjustment to the Group's cash flows.
In 2015, Schibsted recognised impairment losses related to goodwill of NOK 430 million of which NOK 428 million is related to Norwegian subscription-based newspapers. The impairment loss is a result of the negative trend over the last years for Norwegian newspapers from structural changes.
Value in use of the Norwegian subscription-based newspapers and related operations is calculated using a pre-tax discount rate (WACC) of 10.3% and a sustained growth of 0%. Changes in significant assumptions would have increased (decreased) recoverable amount (NOK million) as at 31.12.2015 of these operations as follows:
| WACC | +1% | (78) |
|---|---|---|
| (1%) | 95 | |
| Sustained growth year 6 and forward | +1% | 106 |
| (1%) | (81) |
An increase in WACC and a decrease in sustained growth year 6 and forward of one percentage point would have resulted in an additional impairment loss in 2015 corresponding to the amounts indicated above. A decrease in WACC and an increase in sustained growth year 6 and forward of one percentage point would have resulted in a reduced impairment loss in 2015 corresponding to the amounts indicated above.
As described above, the estimated recoverable amount is also affected by the assumptions used for future cash flows. These estimates are uncertain. A reduction in the expected future net cash flows related to the Norwegian subscription-based newspapers of 10% compared to the estimates actually used, would have resulted in a reduction in recoverable amount of NOK 97 million with a corresponding effect for impairment loss recognised.
Accounting for pension obligations requires that financial assumptions relating among others to the discount rate, expected salary increases and expected
increases in pensions and National Insurance basic amount are determined. The effect on the defined benefit liabilities from changes in financial actuarial assumptions is disclosed in note 21 Pension plans.
Certain financial instruments are measured at fair value. When no quoted market price is available, fair value is estimated using different valuation techniques. The Group's financial instruments and valuation techniques are presented in note 10 Financial instruments by category.
Contingent consideration in business combinations and the present value of future consideration to be paid related to non-controlling interests' put options over shares in subsidiaries are recognised as financial liabilities, see note 25 Financial liabilities business combinations and increases in ownership interests. The liabilities are recognised using estimated value, and the estimate can be changed in future periods as the consideration to be paid is dependent upon future fair value and / or future results.
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with tax planning strategies.
Schibsted could potentially at any time be involved in litigations as a result of the Group's ordinary operations. The financial implications of litigations are constantly monitored and a liability is recognised when it is probable that the litigation will result in a future payment and a reliable estimate of the liability can be made.
Schibsted has in 2015 invested NOK 918 million (net NOK 753 million adjusted for cash in acquired companies) related to acquisition of subsidiaries (business combinations). See note 5 Business combinations for further information related to the business combinations.
Schibsted has in 2015 invested NOK 188 million related to increased ownership interests in subsidiaries. The majority of the amount invested is related to increase in ownership intrerest in Lets deal AB (51% to 100%) and DoneDeal Ltd (90.1% to 100% before the Irish business combination in July 2015).
Changes in ownership interests in subsidiaries are accounted for as equity transactions. The effect on the equity attributable to owners of the parent is presented in the table below:
| Adjustment to equity attributable to owners of the parent | 134 |
|---|---|
| Adjustment to non-controlling interests | (50) |
| Financial liabilities previously recognised related to non-controlling interests' put options |
172 |
| Net consideration received (paid) | 12 |
The adjustments to equity presented above is included in the line item Changes in ownership of subsidiaries that do not result in a loss of control in the consolidated statement of changes in equity. Included in that line item is also changes in financial liabilities related to non-controlling interests' put options recognised in equity as disclosed in note 25 Financial liabilities business combinations and increases in ownership interests.
In February 2015, Schibsted sold its online classifieds operation in Romania to Naspers. In March 2015, Schibsted disposed of its 75.94% interest in Aspiro AB after accepting a public offer. Schibsted's interest was held by Streaming Media AS, a subsidiary in which Schibsted held a 74.62% interest. In June 2015, Schibsted sold its book publishing company Schibsted Forlag AS and its digital book store Ebok.no AS. The aggregated sales price from sale of subsidiaries and businesses amount to NOK 470 million and a net gain of NOK 273 million is recognised in profit or loss in the line item Other income and expenses.
In June 2015, Schibsted disposed of its share in a joint venture operating online classifieds operations in Switzerland (Tutti.ch and Car4You.ch). Schibsted has also disposed of its interest in the associated company Metro Nordic Sweden AB. A net gain of NOK 149 million from the sale of shares in joint ventures and associates is recognised in profit or loss in the line item Other income and expenses.
In November 2014, Schibsted, Naspers, Telenor and Singapore Press Holdings (SPH) agreed to establish partnerships for the development of their online classifieds platforms in four key markets – Brazil, Indonesia, Thailand and Bangladesh. The transactions were closed in January 2015 and the companies were then established. The ownership structure in the companies is as follows:
As part of the transaction, 701 Search transferred its online classifieds operations in the Philippines to Naspers. Online classified operations in certain other markets in Asia and Latin America were also transferred between the parties. SnT Classifieds is an equal shareholding joint venture between Schibsted and Telenor and is accounted for as a joint venture (equity accounting). 701 Search, 702 Search and 703 Search are partnerships between Schibsted, Telenor and SPH accounted for as associates (equity accounting). A net gain of approximately NOK 450 million, primarily related to Brazil, is recognised in profit or loss in the line item Share of profit (loss) of joint ventures and associates reflecting Schibsted's share of gains recognised by SnT Classifieds, 701 Search, 702 Search and 703 Search. The transaction was cash neutral and did not have any significant tax effects.
DoneDeal Ltd, SnT Classifieds, 701 Search, 702 Search and 703 Search are included in operating segment Online classifieds. Schibsted Forlag AS and Ebok.no AS are included in operating segment Schibsted Norge media house. Lets deal AB and Metro Nordic Sweden AB are included in operating segment Schibsted Sverige media house. Streaming Media AS and Aspiro AB are included in Other.
Schibsted has in 2014 invested NOK 555 million (net NOK 532 million adjusted for cash in acquired companies) related to acquisition of subsidiaries (business combinations). See note 5 Business combinations for further information related to the business combinations.
Schibsted has in 2014 invested NOK 206 million related to increased ownership interests in subsidiaries. The most significant investments are the increase of ownership interest in DoneDeal Ltd. from 50.09% to 90.1% and the increase of ownership interest from 98.5% to 100% in InfoJobs S.A.
Changes in ownership interests in subsidiaries are accounted for as equity transactions. The effect on the equity attributable to owners of the parent is presented in the table below:
| Adjustment to equity attributable to owners of the parent | 5 |
|---|---|
| Adjustment to non-controlling interests | - |
| Financial liabilities previously recognised related to non-controlling interests' put options |
211 |
| Consideration paid | (206) |
Schibsted has in 2014 lost control over certain subsidiaries through disposals and contribution to joint ventures. The sales price amount to NOK 9 million and a net gain of NOK 27 million is recognised in profit or loss in the line item Other income and expenses.
In September 2014, Schibsted disposed of an office building in Stavanger through the sale of 100% of the shares of Nykirkebakken 2 AS. A lease-back agreement, expiring at the end of the third quarter of 2026, with options to prolong, is entered into. The transaction will have a net negative annual effect on gross operating profit of around NOK 25 million. A gain on sale of NOK 89 million is recognised in profit or loss in the line item Other income and expenses.
DoneDeal Ltd. and InfoJobs S.A. are included in operating segment Online classifieds. Nykirkebakken 2 AS is included in operating segment Schibsted Norge media house.
Schibsted has in 2015 invested NOK 726 million related to acquisition of new subsidiaries and businesses (business combinations). The amount comprises cash consideration transferred reduced by cash and cash equivalents of the acquiree. Schibsted has in addition paid NOK 27 million of contingent consideration related to prior year's business combinations (mainly Compricer AB).
In February 2015, Schibsted acquired Naspers' OLX online classifieds operation in Hungary through purchase of assets. Schibsted will as a result become the leading online classified player in Hungary.
In June 2015, Schibsted acquired 100% of the shares of Anuncios Clasificados de Mexico, S.A. de C.V., a company operating the online classifieds site Anumex. com. Schibsted thereby strengthens its leading position in Mexico.
In July 2015, Schibsted increased, through purchase of shares, its ownership interest from 52% to 100% in Le Rouge AB, a company operating, through a subsidiary, a Moroccan online classifieds site (Avito.ma). The previously held ownership interest was accounted for as a joint venture and the business combination is accounted for as a step acquisition.
In July 2015, Schibsted joined forces with the Irish online media company Distilled Media by combining the sites DoneDeal.ie, Daft.ie and Adverts.ie. The new company will have leading positions in the generalist, cars and real estate segments in Ireland. Schibsted and Distilled Media each hold 50% of the new company. The combined entity is accounted for as a subsidiary. The transaction is accounted for as a business combination in which Daft.ie and Adverts.ie are acquired combined with a reduction in ownership interest in DoneDeal.ie.
In September 2015, Schibsted increased, through purchase of shares, its ownership interest from 81.9% to 90.95% in Finderly GmbH, a company operating the native mobile marketplace Shpock. The previously held ownership interest was accounted for as a joint venture and the business combination is accounted for as a step acquisition.
Schibsted has also been involved in some other minor business combinations.
In step acquisitions, the previously held equity interest is measured at fair value at the acquisition date, and a total gain from remeasurement of NOK 858 million is recognised in profit or loss in the line item Other income and expenses.
Acquisition-related costs of NOK 6 million related to business combinations closed are recognised in profit or loss in the line item Other income and expenses.
The tables below summarise the consideration transferred and the amounts recognised for assets acquired and liabilities assumed after the business combinations:
| Finderly | Other | Total | |
|---|---|---|---|
| Consideration: | |||
| Cash | 153 | 738 | 891 |
| Contingent consideration | - | 15 | 15 |
| Non-controlling ownership interest in subsidiary | - | 199 | 199 |
| Consideration transferred | 153 | 952 | 1,105 |
| Fair value of previously held equity interest | 995 | 119 | 1,114 |
| Total | 1,148 | 1,071 | 2,219 |
| Trademarks (indefinite useful life) | 213 | 115 | 328 |
|---|---|---|---|
| Trademarks (definite useful life) | - | 2 | 2 |
| Customer relations | - | 44 | 44 |
| Data systems and licenses | 30 | 58 | 88 |
| Property, plant and equipment | - | 3 | 3 |
| Other non-current assets | - | 2 | 2 |
| Trade receivables and other receivables | 25 | 29 | 54 |
| Cash and cash equivalents | 104 | 61 | 165 |
| Deferred tax liabilities | (61) | (32) | (93) |
| Other non-current liabilities | - | (2) | (2) |
| Current liabilities | (12) | (57) | (69) |
| Total identifiable net assets | 299 | 223 | 522 |
| Non-controlling interests | (27) | (84) | (111) |
| Goodwill | 876 | 932 | 1,808 |
| Total | 1,148 | 1,071 | 2,219 |
The goodwill of NOK 1,808 million recognised is attributable to inseparable noncontractual customer relationships, the assembled workforce of the companies and synergies. NOK 86 million of the goodwill recognised is expected to be deductible for income tax purposes. The business combinations are carried out as part of Schibsted's growth strategy, and the businesses acquired are good strategic fits with existing operations within the Schibsted Media Group.
The fair value of acquired receivables is NOK 54 million, of which NOK 15 million are trade receivables. There is no material difference between the gross contractual amounts receivable and the fair value of the receivables.
Non-controlling interests are measured at the proportionate share of the acquiree's identifiable net assets. When Schibsted is obligated to acquire ownership interests from non-controlling interests, a financial liability is recognised with a corresponding adjustment to equity, see note 25 Financial liabilities business combinations and increases in ownership interests.
The companies acquired in business combinations completed through purchase of shares have since the acquisition dates contributed NOK 59 million to operating revenues and contributed negatively by NOK 109 million to consolidated profit (loss). If the acquisition date of all business combinations completed through purchase of shares was as of 1.1.2015, the operating revenues of the Group would have increased by NOK 90 million and profit (loss) would have decreased by NOK 7 million. The above figures do not include business combinations completed through purchase of assets for which no separate financial statements exists.
In May 2015, Schibsted placed a conditional offer to acquire the Swedish online real estate marketplace Hemnet. The offer has been accepted by all four existing shareholders and an agreement under which Schibsted acquires 80% of the shares was signed in December 2015. The offer valued Hemnet at SEK 1,500 million (enterprise value) on a 100% basis. The acquisition is subject to clearance by Swedish competition authorities. Schibsted is optimistic concerning the prospects of a clearance and the transaction is expected to close within the first half of 2016.
The purchase price allocation presented in the annual financial statements for 2014 related to the acquisition of Milanuncios was preliminary pending final assessment of identifiable assets. In the final allocation performed in 2015, the amount allocated to trademarks (indefinite useful life) was reduced by NOK 358 million from NOK 475 million with a corresponding increase in goodwill. The changes to the purchase price allocation has no effect on the balance sheet or the income statement for the financial year 2014.
Schibsted has in 2014 invested NOK 532 million related to acquisition of new subsidiaries (business combinations). The amount comprises cash consideration transferred reduced by cash and cash equivalents of the acquiree.
In March 2014, Schibsted increased its ownership interest in Használtautó Informatikai Kft from 50% to 100% through acquisition of shares. The company operates a Hungarian online market place for cars (hasznaltauto.hu). The previously held equity interest was accounted for as a joint venture and the business combination is accounted for as a step acquisition.
In November 2014, Schibsted acquired Milanuncios.com, one of the leading generalist online classified businesses in Spain through purchase of assets. The business was acquired in exchange for a cash component of EUR 50 million and a 10% participation in the combined Schibsted Classified Media Spain, comprising all of the Group's online classified businesses in Spain. The purchase price allocation related to Milanuncios as presented below was preliminary pending final assessment of identifiable assets and is changed in 2015 as described above.
Schibsted has also been involved in some other minor business combinations, including business combinations accounted for as step acquisitions. In step acquisitions, the previously held equity interest is measured at fair value at the acquisition date, and a total gain from remeasurement of NOK 40 million is recognised in profit or loss in the line item Other income and expenses.
Acquisition-related costs of NOK 10 million are recognised in profit or loss in the line item Other income and expenses.
The tables summarise the consideration transferred and the amounts recognised for assets acquired and liabilities assumed as a result of the business combinations:
| Milanuncios | Other | Total | |
|---|---|---|---|
| Consideration: | |||
| Cash | 435 | 120 | 555 |
| Contingent consideration | - | 2 | 2 |
| Non-controlling ownership interest in | |||
| subsidiary | 463 | - | 463 |
| Consideration transferred | 898 | 122 | 1,020 |
| Fair value of previously held equity interest | - | 120 | 120 |
| Total | 898 | 242 | 1,140 |
| Total | 898 | 242 | 1,140 |
|---|---|---|---|
| Goodwill | 417 | 174 | 591 |
| Non-controlling interests | - | (5) | (5) |
| Total identifiable net assets | 481 | 73 | 554 |
| Current liabilities | - | (7) | (7) |
| Deferred tax liabilities | - | (7) | (7) |
| Cash and cash equivalents | - | 23 | 23 |
| Trade receivables and other receivables | - | 5 | 5 |
| Property, plant and equipment | 1 | 2 | 3 |
| Data systems and licenses | 5 | 3 | 8 |
| Customer relations | - | 34 | 34 |
| Trademarks (indefinite useful life) | 475 | 20 | 495 |
The goodwill of NOK 591 million recognised is attributable to inseparable noncontractual customer relationships, the assembled workforce of the companies and synergies. NOK 417 million of the goodwill recognised is expected to be deductible for income tax purposes. The business combinations are carried out as part of Schibsted's growth strategy, and the businesses acquired are good strategic fits with existing operations within the Schibsted Media Group.
The fair value of acquired receivables is NOK 5 million, of which NOK 4 million are trade receivables. There is no material difference between the gross contractual amounts receivable and the fair value of the receivables.
Non-controlling interests are measured at the proportionate share of the acquiree's identifiable net assets. When Schibsted is obligated to acquire ownership interests from non-controlling interests, a financial liability is recognised with a corresponding adjustment to equity, see note 25 Financial liabilities business combinations and increases in ownership interests.
The companies acquired in the business combinations have since the acquisition dates contributed NOK 30 million to operating revenues and contributed positively NOK 3 million to consolidated profit (loss).
If the acquisition date of all business combinations, except for the acquisition of Milanuncios.com, was as of 1.1.2014, the operating revenues of the Group would have increased by NOK 13 million and profit (loss) would have increased by NOK 1 million. No separate financial statements exist for the business Milanuncios.com for the period before the acquisition.
Schibsted gained final approval from the French competition authorities on 1 January 2016 to sell our 50 percent stake in the freesheet newspaper 20 Minutes France to Belgian media group Groupe Rossel. The transaction closed 7 January 2016.
On 25 January EFTA's surveillance authority ESA approved the Norwegian government's proposal to introduce a zero VAT rate for electronic news services, effective from 1 March 2016. The measure is designed to bring the VAT treatment of electronic news services in line with that applicable to printed newspapers, where the existing zero VAT rate will remain in place unchanged. The final rules regarding delimitation of the definition for electronic news services are unfinished.
Schibsted has been involved in a dispute with Norwegian tax authorities regarding taxation of sale and leaseback of properties. Oslo District Court issued a verdict in March 2016 in favour of Norwegian tax authorities. Schibsted has accrued for any potential tax liability resulting from this issue in the annual accounts for 2015. Schibsted will consider appealing the verdict.
Schibsted reports three operating segments; Online classifieds, Schibsted Norge media house and Schibsted Sverige media house.
Operating segment Online classifieds comprises all the Group's online classifieds operations world wide.
Operating segment Schibsted Norge media house comprises the media houses VG, Aftenposten, Bergens Tidende, Stavanger Aftenblad and Fædrelandsvennen, printing and distribution operations, and the publishing house Schibsted Forlag (sold in June 2015, see note 4 Changes in the composition of the Group).
Operating segment Schibsted Sverige media house comprises Publishing, where Aftonbladet and Svenska Dagbladet are the main units, and Schibsted Growth, a portfolio of internet-based growth companies (including the online directory service Hitta).
Other comprises operations not included in the three reported operating segments, including 20 Minutes in Spain (sold in July 2015) and France, Aspiro (sold March 2015, see note 4 Changes in the composition of the Group) and Mötesplatsen. In 2014, Media Houses International was disclosed as a separate operating segment. In 2015, the remaining operations of Media Houses International are included in Other. Comparable figures for 2014 are restated.
Headquarters comprises the Group's headquarter Schibsted ASA and centralised functions within finance, real estate and IT.
Eliminations comprise intersegment sales. Transactions between operating segments are conducted on normal commercial terms.
The division into operating segments corresponds to the management structure and the internal reporting to the Group's chief operating decision maker, defined as the CEO. The division reflects an allocation based partly on the type of operation and partly on geographical location.
In the operating segment information presented, Gross operating profit (loss) is used as measure of operating segment profit or loss. For internal control and monitoring, Operating profit (loss) is also used as measure of operating segment profit or loss.
| Schibsted Norge |
Schibsted Sverige |
||||||
|---|---|---|---|---|---|---|---|
| Online | media | media | Head | ||||
| 2015 | classifieds | house | house | Other | quarters | Eliminations | Total |
| Subscription revenues | - | 1,426 | 475 | - | - | - | 1,901 |
| Casual sales revenues | - | 1,129 | 921 | - | - | - | 2,050 |
| Advertising revenues | 5,178 | 2,157 | 1,731 | 75 | - | - | 9,141 |
| Other revenues | 351 | 881 | 667 | 114 | 12 | - | 2,025 |
| Operating revenues from external customers | 5,529 | 5,593 | 3,794 | 189 | 12 | - | 15,117 |
| Operating revenues from other segments | 111 | 94 | 99 | 3 | 355 | (662) | - |
| Operating revenues | 5,640 | 5,687 | 3,893 | 192 | 367 | (662) | 15,117 |
| Operating expenses | (3,999) | (5,290) | (3,475) | (217) | (782) | 662 | (13,101) |
| Gross operating profit (loss) | 1,641 | 397 | 418 | (25) | (415) | - | 2,016 |
| Depreciation and amortisation | (165) | (171) | (94) | (3) | (65) | - | (498) |
| Share of profit (loss) of joint ventures and associates | 65 | (22) | (2) | (2) | 13 | - | 52 |
| Impairment loss | (33) | (441) | 2 | - | (16) | - | (488) |
| Other income and expenses | 941 | (63) | (32) | 238 | (5) | - | 1,079 |
| Operating profit (loss) | 2,449 | (300) | 292 | 208 | (488) | - | 2,161 |
| 2014 | Online classifieds |
Schibsted Norge media house |
Schibsted Sverige media house |
Other | Head quarters |
Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Subscription revenues | - | 1,424 | 440 | - | - | - | 1,864 |
| Casual sales revenues | - | 1,232 | 989 | - | - | - | 2,221 |
| Advertising revenues | 4,434 | 2,568 | 1,666 | 122 | - | - | 8,790 |
| Other revenues | 203 | 931 | 598 | 362 | 6 | - | 2,100 |
| Operating revenues from external customers | 4,637 | 6,155 | 3,693 | 484 | 6 | - | 14,975 |
| Operating revenues from other segments | 104 | 62 | 69 | 9 | 367 | (611) | - |
| Operating revenues | 4,741 | 6,217 | 3,762 | 493 | 373 | (611) | 14,975 |
| Operating expenses | (3,339) | (5,680) | (3,377) | (593) | (656) | 611 | (13,034) |
| Gross operating profit (loss) | 1,402 | 537 | 385 | (100) | (283) | - | 1,941 |
| Depreciation and amortisation | (135) | (192) | (73) | (10) | (57) | - | (467) |
| Share of profit (loss) of joint ventures and associates | (871) | 2 | (4) | (2) | 34 | - | (841) |
| Impairment loss | (22) | (105) | (4) | - | - | - | (131) |
| Other income and expenses | 82 | (85) | 29 | 1 | (19) | - | 8 |
| Operating profit (loss) | 456 | 157 | 333 | (111) | (325) | - | 510 |
| Operating revenues | 2015 | 2014 |
|---|---|---|
| Classified | 5,639 | 4,695 |
| Printed newspapers | 6,292 | 6,985 |
| Online newspapers | 3,635 | 3,439 |
| Others | 555 | 778 |
| Eliminations | (1,004) | (922) |
| Total | 15,117 | 14,975 |
Operating revenues include government grants at NOK 54 million in 2015 and NOK 54 million in 2014. In addition barter agreements are included with NOK 53 million in 2015 and NOK 57 million in 2014.
In presenting geographical information, attribution of operating revenues is based on the location of group companies. There are no significant differences between the attribution of operating revenues based on the location of group companies and an attribution based on the customers' location. Non-current assets are attributed based on the geographical location of the assets.
| Operating revenues | 2015 | 2014 |
|---|---|---|
| Norway | 7,113 | 7,801 |
| Sweden | 4,778 | 4,636 |
| France | 1,603 | 1,259 |
| Spain | 970 | 835 |
| Other Europe | 540 | 364 |
| Other countries | 113 | 80 |
| Total | 15,117 | 14,975 |
| Non-current assets | 2015 | 2014 |
|---|---|---|
| Norway | 2,437 | 3,077 |
| Sweden | 2,042 | 2,005 |
| France | 4,102 | 3,874 |
| Spain | 4,054 | 3,829 |
| Other Europe | 2,597 | 769 |
| Other countries | 1,131 | 192 |
| Total | 16,363 | 13,746 |
Non-current assets comprise assets, excluding deferred tax assets and financial instruments, expected to be recovered more than twelve months after the reporting period.
Operating income and operating expenses that are of a non-recurring nature and are of material importance to the operating segments are separated from ordinary operating revenues and operating expenses and reported in a separate line in the income statement.
Other income and expenses consist of:
| 2015 | 2014 | |
|---|---|---|
| Restructuring costs | (141) | (239) |
| Gain (loss) on sale of subsidiaries, joint ventures and associates |
422 | 27 |
| Gain (loss) on sale of intangible assets, property, plant and equipment and investment property |
3 | 89 |
| Gain from remeasurement of previously held equity interests in business combi nations achieved in stages |
858 | 40 |
| Acquisition-related costs | (34) | (10) |
| Other | (29) | 101 |
| Total | 1,079 | 8 |
Restructuring costs of NOK 141 million are mainly related to staff reductions and exit from rental agreements in SCM Spain, Schibsted Norge media house and Schibsted Sverige media house.
A gain of NOK 422 million on sale of subsidiaries, joint ventures and associates is recognised in 2015. The amount consists of gains and losses on sale of online classified operations in Romania and Switzerland, sale of Aspiro AB and sale of other businesses. For further explanation see note 4 Changes in the composition of the Group.
Business combinations accounted for as step acquisitions are related to increased ownership interests in Le Rouge AB and Finderly GmbH. The total gain from remeasurement of previously held equity interests is NOK 858 million.
Acquisition-related costs of NOK 34 million are mainly related to the establishment of partnerships in Brazil, Indonesia, Thailand and Bangladesh, as well as the acquisition of Hemnet Sverige AB.
Other consists of remeasurement of contingent considerations related to previous acquisitions of ownership interests in subsidiaries and joint ventures, and a change in provision related to refocusing of the online classifieds operations in France.
Restructuring costs of NOK 239 million relate mainly to staff reductions in Schibsted Norge's and Schibsted Sverige's subscription newspapers, in addition to the close-down of printing operations in Kristiansand (Norway).
A gain of NOK 27 million is recognised related to loss of control of businesses through disposals, and contribution to joint venture. Transactions include sale of the travel website Destinationpunktse AB and the contribution of Schibsted's online classified operations in Morocco to a newly established joint venture.
A gain of NOK 89 million is recognised related to sale of an office building in Stavanger. For further explanation see note 4 Changes in the composition of the Group.
Schibsted has been involved in certain business combinations accounted for as step acquisitions, including the acquisition of Használtautó Informatikai Kft. A total gain from remeasurement of previously held equity interests is recognised by NOK 40 million.
Acquisition-related costs of NOK 10 million arose from the purchase of the Spanish classified site Milanuncios.
Other includes decrease in contingent consideration related to prior business combination and change in provision related to refocusing of the online classifieds operations in France.
Schibsted is a listed company that aims to provide a competitive rate of return based on healthy finances. Schibsted aims to maximise the shareholders' return through long-term growth in the share price and dividend.
The Group's strategy and vision imply a high rate of change and development of the Group's operations. Schibsted's capital structure must be sufficiently robust in order to maintain the desired freedom of action and utilise growth opportunities based on strict assessments relating to allocation of capital.
The Group's capital consists of net interest-bearing debt and equity:
| 2015 | 2014 | |
|---|---|---|
| Non-current interest-bearing borrowings | 2,365 | 2,132 |
| Current interest-bearing borrowings | 318 | 696 |
| Cash and cash equivalents | 1,891 | 745 |
| Net interest-bearing debt | 792 | 2,083 |
| Group equity | 11,090 | 6,790 |
| Net gearing (net interest-bearing debt/ | ||
| equity) | 0.07 | 0.31 |
| Undrawn long-term bank facilities | 4,088 | 3,841 |
The Group's dividend policy is to place emphasis on paying a stable to increasing dividend amount over time. In years when there is an economic slowdown, or for other reasons weaker cash flows of the company, the company may reduce or decide not to pay dividend.
Funding and control of refinancing risk is handled by Group treasury on the parent company level. Schibsted has a diversified loan portfolio both in terms of loan sources and maturity profile. The most important funding sources are the Norwegian bond market and banks. Schibsted does not have an official credit rating, but is rated by lenders and was classified BBB by most of them. Schibsted's objective is to be considered as an investment grade rated company over time (BBB- or better) and for the time being official rating is not considered necessary. The financial flexibility is considered as good and the Group's ratio of net interest-bearing debt to gross operating profit was 0.4 according to the definition of the loan agreements at the end of 2015. The target level is 1–2. Refinancing risk is considered as low.
Available liquidity should at all times be equal to at least 10% of expected annual revenues. Available liquidity refers to the Group's cash and cash equivalents and available long-term bank facilities.
Schibsted is exposed to financial risks, such as currency risk, interest rate risk, liquidity risk and credit risk. Group treasury is responsible for keeping the Group's exposure in financial risks in accordance with the financial strategy over time.
Schibsted has Norwegian kroner (NOK) as its base currency, but is through its
operations outside Norway also exposed to fluctuations in the exchange rates of other currencies, mainly Euro (EUR) and Swedish kronor (SEK). Schibsted has currency risks linked to both balance sheet monetary items and net investments in foreign operations. The Group makes use of loans in foreign currencies and financial derivatives (forward contracts and cross currency swaps) to reduce its currency exposure. The loans in foreign currencies and the financial derivatives are managed actively in accordance with the Group's financial strategy. The Group's monetary items exposure appears in note 22 Interest-bearing borrowings and in note 18 Cash and cash equivalents. As at 31.12.2015 the Group had entered into several forward contracts involving sale of currencies and several interest rate and currency swap agreements for this purpose.
Currency gains and losses relating to borrowings and forward contracts which hedge net investments in foreign operations are recognised in Other comprehensive income until the foreign operation is disposed of. Other currency gains and losses are recognised in the income statement on an ongoing basis as other financial income or expenses.
As at 31.12, Schibsted has the following forward contracts, which all mature in 2016:
| 2015 | 2014 | ||||
|---|---|---|---|---|---|
| Currency | Amount | NOK | Amount | NOK | |
| Forward contracts, sale | SEK | 308 | 323 | 150 | 144 |
| Forward contracts, sale | CHF | - | - | 6 | 45 |
| Forward contracts, sale | EUR | - | - | 10 | 90 |
| Forward contracts, sale | MXN | 30 | 15 | - | - |
| Forward contracts, sale | USD | 28 | 247 | - | - |
As at 31.12.2015 forward contracts for the sale of SEK 108 million are related to hedging of net investments in foreign operations. As at 31.12.2014 the corresponding figure was SEK 150 million. Fair value of the contracts accounted for as hedges was NOK (4) million as at 31.12.2015 and NOK (6) million as at 31.12.2014. Fair value of other forward contracts was NOK (13) million as at 31.12.2015 and NOK 1 million as at 31.12.2014.
Cash flows in foreign currencies relating to considerable investments or significant individual transactions are hedged by using financial instruments. At year-end the Group had no such contracts. The Group's foreign exchange exposure relating to operations is low, since most of the cash flows take place in the individual businesses' local currency.
As at 31.12.2015 Schibsted has the following cross currency swaps, which mature in 2017–2019:
| Currency | Currency Payment |
NOK Receive |
|||
|---|---|---|---|---|---|
| Cross currency swap |
EUR | 21 | Euribor 3 months + margin |
195 | Nibor 3 months + margin |
| Cross currency swap |
EUR | 38 | Euribor 3 months + margin |
315 | Nibor 3 months + margin |
| Cross currency swap |
EUR | 50 | Euribor 3 months + margin |
405 | Nibor 3 months + margin |
| Cross currency swap |
SEK | 392 | Stibor 6 months +margin |
400 | Nibor 6 months + margin |
| Cross currency swap |
SEK | 200 | Stibor 3 months +margin |
185 | Nibor 3 months + margin |
As at 31.12.2014 Schibsted had the following cross currency swaps, which mature in 2015–2017:
| Currency | Currency Payment |
NOK Receive |
|||
|---|---|---|---|---|---|
| Cross currency swap |
EUR | 35 | Euribor 6 months + margin |
300 | Nibor 6 months + margin |
| Cross currency swap |
EUR | 38 | Euribor 3 months + margin |
315 | Nibor 3 months + margin |
| Cross currency swap |
EUR | 50 | Euribor 3 months + margin |
405 | Nibor 3 months + margin |
| Cross currency swap |
SEK | 450 | Stibor 3 months +margin |
400 | Nibor 3 months + margin |
| Cross currency swap |
SEK | 200 | Stibor 3 months +margin |
185 | Nibor 3 months + margin |
The cross currency swap agreements are linked to bonds and floating rate notes and matches the payments completely during the contract period. The agreements are accounted for as hedges. The fair value of the agreements was NOK (171) million as at 31.12.2015 and NOK (136) million as at 31.12.2014.
Schibsted follows a currency hedging strategy where parts of net investments in foreign operations are hedged. As at 31.12.2015 66% of the Group's interestbearing debt and derivatives was in EUR. Similarly, 35% of the Group's interestbearing debt and derivatives was in SEK. As at 31.12.2014 60% of the Group's interest-bearing debt and derivatives was in EUR and 27% was in SEK.
The sensitivity of exchange rate fluctuations is as follows: if NOK changes by 10% compared to the actual rate as at 31.12.2015 for SEK and EUR, the carrying amount of the Group's net interest-bearing debt and currency derivatives in total will change by approximately NOK 233 million. Currency effects will have a limited effect on Group profits since changes in value will be tied to instruments hedging the net foreign investments or matching interest-bearing loans to non-Norwegian subsidiaries.
A change in exchange rates also affects the translation of net foreign assets to NOK. The equity effect of these changes is to some extent reduced by the Group's currency hedging, where changes in the value of net foreign assets are mitigated by changes in the value of the Group's foreign-denominated interest-bearing borrowings and currency derivatives.
Schibsted has floating interest rates on most of its interest-bearing borrowings according to the financial strategy, see note 22 Interest-bearing borrowings, and is thereby influenced by changes in the interest market. A change of 1 percentage point in the floating interest rate means a change in Schibsted's interest expenses of approximately NOK 27 million. This will partly be compensated by a change in interest income of approximately NOK 19 million.
Interest rate swap agreements have been entered into to swap the bonds issued in 2012 from fixed interest rates to floating interest rates based on Nibor 6 months with addition of a margin. An interest rate swap has also been entered into converting the floating rate note issued in December 2012 from Nibor 3 months with addition of a margin to Nibor 6 months with addition of a margin.
As at 31.12.2015 and 31.12.2014 Schibsted has the following interest rate swap agreements in NOK million:
| Amount | Pay | Receive | |
|---|---|---|---|
| Interest rate swap | 150 | Nibor 6 months + margin | 5.9% |
| Interest rate swap | 150 | Nibor 6 months + margin | 5.9% |
| Interest rate swap | 250 | Nibor 6 months + margin | 5.4% |
| Interest rate swap | 150 | Nibor 6 months + margin | Nibor 3 months + margin |
The fair value of the interest rate swap agreements was NOK 55 million as at 31.12.2015 and NOK 56 million as at 31.12.2014. The interest rate swaps involving fixed rates are accounted for as hedges with a corresponding loss related to the hedged item.
Schibsted is a consumer of newsprint and is therefore exposed to price changes. A change in the price of 1% has an impact on raw materials expenses for the Group of approximately NOK 5 million per year. Newsprint prices in Norway and Sweden are negotiated annually with suppliers and have already been settled for 2016.
The Group has recorded a low level of losses relating to trade receivables, see Note 17 Trade and other receivables.
Account receivables are diversified through a high number of customers, customer categories and markets. Account receivables consist of a combination of prepaid subscription or advertisements and sales invoiced after delivery of the product. For some receivables there is no or very little credit risk (prepaid subscription and payments made by credit card at purchase date) and for other receivables the credit risk is higher. Credit risk will also vary among countries in which Schibsted operates. To some extent credit insurance is also used. In total the credit risk is considered as low. Net carrying amount of the Group's financial assets, except for equity instruments, represents maximum credit exposure, and the exposure as at 31.12.2015 is disclosed in note 10 Financial instruments by category. Exposure related to the Group's trade receivables is disclosed in note 17 Trade and other receivables.
Schibsted has a conservative placement policy where excess liquidity is used for loan repayments. Until due date the excess liquidity is temporarily placed in the Group's cash pool, and at times in the short-term money market with the relationship banks. Schibsted requires all relationship banks to have a certain rating.
At year-end the Group's portfolio of loans and loan facilities is well diversified both regarding maturity profile and lenders.
As at 31.12.2015 Schibsted has a long-term liquidity reserve of NOK 5,979 million and net interest-bearing debt is NOK 792 million. The liquidity reserve corresponds to 40% of the Group's turnover. At the end of 2014 Schibsted's long-term liquidity reserve was NOK 4,586 million, and net interest-bearing debt was NOK 2,083 million, where the liquidity reserve corresponded to 31% of the Group's turnover. The Group has as target that the aggregate liquidity reserve should be at least 10% of the next 12 months' expected turnover.
Schibsted's loan agreements contain financial covenants regarding the ratio of net interest-bearing debt to gross operating profit. The ratio shall normally not exceed 3, but can be reported at higher levels up to three quarters during the loan period, as long as the ratio stays below 4. According to the definition of the loan agreements, the ratios were 0.4 as at 31.12.2015 and 1.1 as at 31.12.2014.
Carrying amount of assets and liabilities are divided into categories as follows:
| Note | Balance as at 31.12.2015 |
Financial assets and liabilities at fair value through profit or loss |
Loans and receivables |
Financial assets available for sale |
Other financial liabilities |
Other assets and liabilities |
|
|---|---|---|---|---|---|---|---|
| Intangible assets | 11 | 14,292 | - | - | - | - | 14,292 |
| Property, plant and equipment and investment property | 12 | 1,137 | - | - | - | - | 1,137 |
| Investments in joint ventures and associates | 13 | 929 | - | - | - | - | 929 |
| Deferred tax assets | 30 | 244 | - | - | - | - | 244 |
| Other non-current assets | 14, 15 | 181 | - | 163 | 17 | - | 1 |
| Inventories | 16 | 14 | - | - | - | - | 14 |
| Trade and other receivables | 17 | 2,928 | 20 | 2,570 | - | - | 338 |
| Cash and cash equivalents | 18 | 1,891 | - | 1,891 | - | - | - |
| Total assets | 21,616 | 20 | 4,624 | 17 | - | 16,955 | |
| Deferred tax liabilities | 30 | 842 | - | - | - | - | 842 |
| Pension liabilities | 21 | 1,386 | - | - | - | - | 1,386 |
| Non-current interest-bearing borrowings | 22 | 2,365 | - | - | - | 2,365 | - |
| Other non-current liabilities | 23 | 515 | 168 | - | - | 219 | 128 |
| Current interest-bearing borrowings | 22 | 318 | - | - | - | 318 | - |
| Income tax payable | 161 | - | - | - | - | 161 | |
| Other current liabilities | 24 | 4,939 | 36 | - | - | 3,937 | 966 |
| Total liabilities | 10,526 | 204 | - | - | 6,839 | 3,483 |
| Note | Balance as at 31.12.2014 |
Financial assets and liabilities at fair value through profit or loss |
Loans and receivables |
Financial assets available for sale |
Other financial liabilities |
Other assets and liabilities |
|
|---|---|---|---|---|---|---|---|
| Intangible assets | 11 | 11,906 | - | - | - | - | 11,906 |
| Property, plant and equipment and investment property | 12 | 1,287 | - | - | - | - | 1,287 |
| Investments in joint ventures and associates | 13 | 547 | - | - | - | - | 547 |
| Deferred tax assets | 30 | 413 | - | - | - | - | 413 |
| Other non-current assets | 14, 15 | 123 | - | 100 | 17 | - | 6 |
| Inventories | 16 | 56 | - | - | - | - | 56 |
| Trade and other receivables | 17 | 2,797 | - | 2,499 | - | - | 298 |
| Cash and cash equivalents | 18 | 745 | - | 745 | - | - | - |
| Total assets | 17,874 | - | 3,344 | 17 | - | 14,513 | |
| Deferred tax liabilities | 30 | 760 | - | - | - | - | 760 |
| Pension liabilities | 21 | 1,911 | - | - | - | - | 1,911 |
| Non-current interest-bearing borrowings | 22 | 2,132 | - | - | - | 2,132 | - |
| Other non-current liabilities | 23 | 970 | 140 | - | - | 703 | 127 |
| Current interest-bearing borrowings | 22 | 696 | - | - | - | 696 | - |
| Income tax payable | 291 | - | - | - | - | 291 | |
| Other current liabilities | 24 | 4,324 | 5 | - | - | 3,147 | 1,172 |
| Total liabilities | 11,084 | 145 | - | - | 6,678 | 4,261 |
| Assets | Liabilities | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Forward contracts | - | - | 17 | 5 |
| Interest rate and currency swap |
20 | - | 180 | 134 |
| Warranties | - | - | 7 | 6 |
| Total | 20 | - | 204 | 145 |
| 31.12.2015: | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial assets available for sale | - | - | 17 | 17 |
| Financial assets at fair value through profit or loss |
- | 20 | - | 20 |
| Financial liabilities at fair value through profit or loss |
- | 204 | - | 204 |
| Financial liabilities business combinations and increases in ownership interests |
- | - | 1,070 | 1,070 |
| 31.12.2014: | Level 1 | Level 2 | Level 3 | Total |
| Financial assets available for sale | - | - | 17 | 17 |
| Financial liabilities at fair value through profit or loss |
- | 145 | - | 145 |
| Financial liabilities business combinations and increases in ownership interests |
- | - | 826 | 826 |
The different valuation methods have been defined as follows:
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and these prices represent actual and regularly occurring market transactions on an arm's length basis. These instruments are included in level 1.
The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.
| 2015 | 2014 | |
|---|---|---|
| Net carrying amount 1.1 | (809) | (527) |
| Additions | (179) | (526) |
| Disposals | 1 | |
| Settlements | 199 | 206 |
| Changes in fair value recognised in equity | (201) | 13 |
| Changes in fair value recognised in other comprehensive income |
(46) | (23) |
| Changes in fair value recognised in profit or loss |
(18) | 48 |
| Net carrying amount 31.12 | (1,053) | (809) |
Changes in fair value recognised in other comprehensive income is recognised in the line item Exchange differences on translating foreign operations. Changes in fair value recognised in profit or loss is recognised in the line item Financial expenses and Other income and expenses.
| Other intangible |
|||
|---|---|---|---|
| Goodwill | assets | Total | |
| 1.1 – 31.12.2015 | |||
| Net carrying amount 1.1.2015 | 8,234 | 3,672 | 11,906 |
| Additions | - | 300 | 300 |
| Acquisition of businesses | 1,808 | 462 | 2,270 |
| Disposals | - | (8) | (8) |
| Disposals on sale of businesses | (225) | (21) | (246) |
| Reclassification | 396 | (398) | (2) |
| Amortisation | - | (251) | (251) |
| Impairment loss | (430) | (17) | (447) |
| Translation differences | 539 | 231 | 770 |
| Net carrying amount 31.12.2015 | 10,322 | 3,970 | 14,292 |
| Net carrying amount | 10,322 | 3,970 | 14,292 |
|---|---|---|---|
| impairment losses | (2,317) | (1,624) | (3,941) |
| Accumulated amortisation and | |||
| Cost | 12,639 | 5,594 | 18,233 |
| Other intangible |
|||
|---|---|---|---|
| Goodwill | assets | Total | |
| 1.1 – 31.12.2014 | |||
| Net carrying amount 1.1.2014 | 7,235 | 2,977 | 10,212 |
| Additions | - | 200 | 200 |
| Acquisition of businesses | 591 | 537 | 1,128 |
| Disposals | - | (1) | (1) |
| Disposals on sale of businesses | - | (1) | (1) |
| Reclassification | - | (2) | (2) |
| Amortisation | - | (205) | (205) |
| Impairment loss | (4) | (22) | (26) |
| Translation differences | 412 | 189 | 601 |
| Net carrying amount 31.12.2014 | 8,234 | 3,672 | 11,906 |
| Net carrying amount | 8,234 | 3,672 | 11,906 |
|---|---|---|---|
| impairment losses | (1,770) | (1,451) | (3,221) |
| Accumulated amortisation and | |||
| Cost | 10,004 | 5,123 | 15,127 |
| Expected useful life | 31.12.2015 | 31.12.2014 | |
|---|---|---|---|
| Trademarks | Indefinite | 3,281 | 3,163 |
| Trademarks | Definite | 18 | 40 |
| Software and licenses | Definite | 594 | 412 |
| Customer relations | Definite | 77 | 57 |
| Total | 3,970 | 3,672 |
| Operating segment | 2015 | 2014 | |
|---|---|---|---|
| Schibsted Norge | Schibsted Norge media house |
440 | 440 |
| Schibsted Sverige | Schibsted Sverige media house |
124 | 108 |
| SCM Group | Online classifieds | 215 | - |
| SCM Spain | Online classifieds | 1,172 | 1,473 |
| SCM France | Online classifieds | 873 | 820 |
| SCM Italy | Online classifieds | 198 | 186 |
| SCM Ireland | Online classifieds | 155 | 55 |
| SCM Belgium | Online classifieds | 61 | 58 |
| SCM Morocco | Online classifieds | 24 | - |
| SCM Hungary | Online classifieds | 19 | 18 |
| SCM Romania | Online classifieds | - | 5 |
| Total | 3,281 | 3,163 |
Trademarks with an indefinite expected useful life have been acquired through acquisitions and are expected to generate cash flows over an indefinite period of time.
Intangible assets with a definite expected useful life are as a general rule amortised on a straight line basis over the expected useful life. The amortisation period of intangible assets is 1.5-10 years. The amortisation method and expected useful life are assessed annually.
Schibsted has a clear goal of building a foundation for future growth by establishing in new markets. This is done to a large extent within Schibsted Classified Media through establishing operations that are primarily based on the successful Swedish Blocket.se concept.
For operations successfully established; technology, trademarks and goodwill that may have a significant value, will have been developed through the expenditure incurred. Such expenditure do not meet the requirements for recognition as intangible assets during the establishment phase, and all the expenditure related to such roll-outs, mainly marketing expenditure, are thus recognised as an expense when it is incurred. Such investments reduced Gross operating profit by NOK 511 million in 2015 and NOK 503 million in 2014.
| Operating segment | 2015 | 2014 | |
|---|---|---|---|
| Schibsted Forlag | Schibsted Norge media house | - | 55 |
| VG Group | Schibsted Norge media house | 58 | 58 |
| Schibsted Vekst | Schibsted Norge media house | 6 | 8 |
| Other Schibsted Norge | Schibsted Norge media house | 213 | 644 |
| Schibsted Sverige | Schibsted Sverige media house | 565 | 467 |
| Compricer | Schibsted Sverige media house | 271 | 248 |
| Hitta | Schibsted Sverige media house | 141 | 129 |
| Finn.no | Online classifieds | 306 | 306 |
| SCM Group | Online classifieds | 888 | - |
| SCM France | Online classifieds | 3,100 | 2,913 |
| SCM Spain | Online classifieds | 2,932 | 2,385 |
| SCM Sweden | Online classifieds | 547 | 501 |
| SCM Ireland | Online classifieds | 359 | 57 |
| SCM Mexico | Online classifieds | 322 | - |
| SCM Hungary | Online classifieds | 264 | 161 |
| SCM Morocco | Online classifieds | 207 | - |
| SCM Belgium | Online classifieds | 98 | 92 |
| Other online classifieds Online classifieds | 11 | 26 | |
| Aspiro | Other | - | 153 |
| Mötesplatsen | Other | 34 | 31 |
| Total | 10,322 | 8,234 |
Goodwill and other intangible assets recognised as a result of the acquisition of Finderly GmbH is allocated to the groups of cash generating units expected to benefit from the synergies of the business combination. The allocation to individual groups of cash generating units will be finalised in 2016.
Recoverable amounts of cash generating units are estimated based on value in use. The expected cash flows of Norwegian subscription based newspapers are in 2015 discounted using a discount rate of 10.3% and a sustained growth year 6 and forward of 0%. For other operations, varying discount rates are applied, taking into consideration risk-free interest rate and risk premium for the relevant country as well as business specific risk. For other operations, expected sustained growth reflects expected growth for the relevant market.
In estimating cash flows used in calculating value in use, consideration is given to the competitive situation, current developments in revenues and margins, trends and macroeconomic expectations for the relevant area of operations. The media houses in Norway and Sweden are experiencing pressure on profits and cash flows from the structural changes in media consumption while online classifieds operations experience good growth.
For SCM France and SCM Spain, recoverable amount is significantly higher than the carrying amount. For Schibsted Norge (subscription based newspapers and related operations), an impairment loss goodwill of NOK 428 million is recognised in 2015 and the carrying amount is equal to value in use.
| Buildings and land |
Investment properties |
Plant and machinery |
Equipment, furniture and similar assets |
Total | |
|---|---|---|---|---|---|
| 1.1 – 31.12.2015 | |||||
| Net carrying amount 1.1.2015 | 247 | 67 | 351 | 622 | 1,287 |
| Additions | 5 | - | 20 | 135 | 160 |
| Acquisition of businesses | 1 | - | - | 2 | 3 |
| Disposals | (13) | - | (10) | (29) | (52) |
| Disposals on sale of businesses | - | - | - | (2) | (2) |
| Reclassification | - | - | - | 2 | 2 |
| Depreciation | (13) | - | (71) | (163) | (247) |
| Impairment loss | - | - | (8) | (19) | (27) |
| Translation differences | - | - | - | 13 | 13 |
| Net carrying amount 31.12.2015 | 227 | 67 | 282 | 561 | 1,137 |
| As at 31.12.2015 | |||||
| Cost | 429 | 68 | 1,959 | 1,344 | 3,800 |
Accumulated depreciation and impairment loss (202) (1) (1,677) (783) (2,663) Net carrying amount 227 67 282 561 1,137
| Buildings and land |
Investment properties |
Plant and machinery |
Equipment, furniture and similar assets |
Total | |
|---|---|---|---|---|---|
| 1.1 – 31.12.2014 | |||||
| Net carrying amount 1.1.2014 | 526 | 68 | 460 | 445 | 1,499 |
| Additions | 3 | - | 87 | 340 | 430 |
| Acquisition of businesses | - | - | - | 2 | 2 |
| Disposals | (274) | - | - | (10) | (284) |
| Disposals on sale of businesses | 13 | - | - | (15) | (2) |
| Reclassification | - | - | (4) | 6 | 2 |
| Depreciation | (21) | - | (88) | (153) | (262) |
| Impairment loss | - | (1) | (104) | - | (105) |
| Translation differences | - | - | - | 7 | 7 |
| Net carrying amount 31.12.2014 | 247 | 67 | 351 | 622 | 1,287 |
| As at 31.12.2014 | |||||
| Cost | 434 | 68 | 2,079 | 1,505 | 4,086 |
| Accumulated depreciation and impairment loss | (187) | (1) | (1,728) | (883) | (2,799) |
| Net carrying amount | 247 | 67 | 351 | 622 | 1,287 |
Property, plant and equipment and investment properties, excluding land, are depreciated on a straight line basis over their estimated useful life. Depreciation schedules reflect the assets' residual value. Items of property, plant and equipment where material components can be identified with different useful life are depreciated over the individual component's expected useful life.
Depreciation is calculated over the estimated useful life: Buildings (25–50 years), Plant and machinery (5–20 years), Equipment, furniture and similar assets (3–10 years). The depreciation method, expected useful life and any residual value are reviewed annually.
Schibsted has two properties classified as investment properties as at 31.12.2015. The properties are an separable unused property reserve in Stavanger (Norway) with a carrying amount of NOK 63 million and a commercial building in Farsund (Norway) with a book value of NOK 4 million. Valuations from real estate agents are obtained and the fair values as at 31.12.2015 are not expected to deviate significantly from the carrying amount.
As at 31.12.2014 property, plant and equipment included assets owned under financial lease agreements. In 2015 these lease agreements have been terminated. The assets are still included in property, plant and equipment but are no longer classified as owned under financial lease agreements. As at 31.12.2014 these assets had a cost of NOK 23 million and a carrying amount of NOK 7 million. Depreciation amounted to NOK 2 million for 2014.
Schibsted has lease obligations related to off-balance sheet operating assets, mainly office buildings. Rental expenses were NOK 493 million in 2015 and NOK 474 million in 2014. The most significant leases are the leases of VG and Aftenposten's premises at Akersgata 55 in Oslo (the agreement expires in 2023), Schibsted Norge's premises at Sandakerveien 121 in Oslo (the agreement expires in 2025), Schibsted Sverige's premises at Västra Järnvägsgatan 21 in Stockholm (the agreement expires in 2020) and Stavanger Aftenblad's premises at Nykirkebakken 2 in Stavanger (the agreement expires in 2026). The most significant of the Group's leases contains the right to extension.
Future minimum payments under non-cancellable operating leases where Schibsted is the lessee are as follows:
| 2015 | 2014 | |
|---|---|---|
| Within one year | 502 | 469 |
| Between one and five years | 1,593 | 1,637 |
| More than five years | 792 | 1,061 |
NOK 3 million is recognised as sublease payments in 2015 and NOK 22 million in 2014. Expected future minimum lease payments for non-cancellable subleases were NOK 6 million as of 31.12.2015 and NOK 136 million as of 31.12.2014.
Schibsted's rental income related to operating lease of office premises was NOK 2 million in 2015 and NOK 14 million in 2014.
Future minimum payments under non-cancellable operating leases where Schibsted is the lessor are as follows:
| 2015 | 2014 | |
|---|---|---|
| Within one year | 3 | 6 |
| Between one and five years | 8 | 7 |
| More than five years | 1 | 1 |
All investments held by Schibsted in joint arrangements are classified as joint ventures. All joint ventures and associates are accounted for using the equity method.
| 2015 | 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Joint ventures | Associates | Total | Joint ventures | Associates | Total | ||
| Carrying amount 1.1 | (17) | 455 | 438 | (4) | 549 | 545 | |
| Additions | 675 | 177 | 852 | 638 | 152 | 790 | |
| Disposals | (100) | (22) | (122) | (1) | - | (1) | |
| Transition from (to) subsidiaries | (340) | - | (340) | (4) | (10) | (14) | |
| Transition from (to) joint ventures and associates | 35 | (35) | - | (1) | 1 | - | |
| Share of profit or loss | 158 | (106) | 52 | (649) | (192) | (841) | |
| Share of other comprehensive income | - | 5 | 5 | - | (42) | (42) | |
| Gain (note 4) | 124 | 25 | 149 | - | 1 | 1 | |
| Net reversal of impairment loss * | - | 7 | 7 | - | - | - | |
| Dividends received | - | (27) | (27) | - | (36) | (36) | |
| Translation differences | (115) | 5 | (110) | (16) | 6 | (10) | |
| Share of transactions with the owners of joint ventures and associates |
7 | - | 7 | - | - | - | |
| Other changes | 4 | 14 | 18 | 20 | 26 | 46 | |
| Carrying amount 31.12 | 431 | 498 | 929 | (17) | 455 | 438 | |
| Of which presented in Investments in joint ventures and associates |
431 | 498 | 929 | 92 | 455 | 547 | |
| Of which presented in Other current liabilities | - | - | - | (90) | - | (90) | |
| Of which presented as a reduction of Other non-current assets | - | - | - | (19) | - | (19) |
* Total impairment losses recognised related to associates in 2015 amounts to NOK 14 million. The amount includes NOK 21 million of impairment losses on receivables from associates forming part of the net investment in associates.
Additions mainly comprise capital contributions to loss-making joint ventures and associates.
Net investment in joint ventures and associates includes unsecured receivables. Losses recognised in excess of the investment in shares are applied to the receivables forming part of the net investment. When the net investment is reduced to zero, additional losses are provided for to the extent that legal or constructive obligations are incurred on behalf of the associate or joint venture.
Through a series of transactions in 2015 increasing the ownership interest in Finderly GmbH from 49.99% to 91.95%, the investment has changed classification from associate to joint venture to subsidiary. Finderly GmbH (Shpock) is a company operating mobil marketplaces in Austria, Germany and UK, and early stage operations in Italy, Sweden and Norway. The classification of Le Rouge AB, operating an online classifieds site (Avito.ma) in Morocco, has changed from joint venture to subsidiary in 2015 due to increasing ownership interest to 100%.
| 2015 | 2014 | |||||
|---|---|---|---|---|---|---|
| Interest held | Joint ventures | Associates | Interest held | Joint ventures | Associates | |
| SnT Classifieds ANS | 50.00% | 390 | - | 50.00% | (90) | - |
| 20 Minutes France S.A.S | 50.00% | 30 | - | 50.00% | 31 | - |
| Wilhaben Internet Service GmbH | 50.00% | 5 | - | 50.00% | (4) | - |
| Swiss Classified Media AG * | - | - | - | 50.00% | (15) | - |
| Le Rouge AB * | - | - | - | 52.00% | 57 | - |
| Polaris Media ASA | 28.99% | - | 224 | 28.99% | - | 213 |
| Prêt d'Union SA | 13.77% | - | 66 | 18.30% | - | 63 |
| 701 Search Pte Ltd | 33.33% | - | 56 | 33.33% | - | 35 |
| 702 Search BV | 33.33% | - | 25 | - | - | - |
| 703 Search BV | 31.50% | - | 6 | - | - | - |
| TT Nyhetsbyrån AB | 33.37% | - | 46 | 30.00% | - | 38 |
| Finderly GmbH * | - | - | - | 49.99% | - | 35 |
| Metro Nordic Sweden AB * | - | - | - | 35.00% | - | 16 |
| Others | 6 | 75 | 4 | 55 | ||
| Carrying amount 31.12 | 431 | 498 | (17) | 455 |
* The classifications of Le Rouge and Finderly were changed to subsidiaries in 2015. Metro Nordic Sweden and Swiss Classified Media were sold in April 2015 and June 2015, respectively.
Schibsted operates its investments in online classifieds marketplaces through subsidiaries, joint ventures and associates.
20 Minutes France is a joint venture that publish a free newspaper in France. Polaris Media is a Norwegian media group that operates local and regional media houses. Pret d'Union is an associate operating "peer to peer" lending market in Continental Europe. Willhaben Internet Services operate the marketplaces willhaben.at and car4you.at in Austria. TT Nyhetsbyrån is a Swedish news agency.
In November 2014, Schibsted, Naspers, Telenor and Singapore Press Holdings (SPH) agreed to establish partnerships for the development of their online classifieds platforms in four key markets - Brazil, Indonesia, Thailand and
Bangladesh. The transactions were closed in January 2015 and the companies were then established. For more information on these transactions, see Note 4 Changes in composition of the Group. A net gain of approximately NOK 450 million, primarily related to Brazil, is recognised in profit or loss in the line item Share of profit (loss) of joint ventures and associates reflecting Schibsted's share of gains recognised by SnT Classifieds, 701 Search, 702 Search and 703 Search.
SnT is a joint venture with operating marketplaces in Brazil (olx.com.br), Chile (Yapo.cl) and Bangladesh (ekhanei.com). 701 Search, 702 Search and 703 Search are associates operating marketplaces in Thailand (kaidee.com), Malaysia (mudah.my), Indonesia (olx.co.id) and Vietnam (chotot.vn).
| 2015 | 2014 | ||||||
|---|---|---|---|---|---|---|---|
| SnT | Finderly* | Other | Total | SnT | Other | Total | |
| Interest held 31.12 | 50.00% | 50.00% | |||||
| Income statement and statement of comprehensive income: | |||||||
| Operating revenues | 17 | 4 | 63 | ||||
| Depreciation and amortisation | (1) | - | (2) | ||||
| Interest income | - | - | 4 | ||||
| Interest expense | - | - | (34) | ||||
| Taxes | 1 | - | - | ||||
| Profit or loss | 602 | (131) | (1,202) | ||||
| Other comprehensive income | - | - | - | ||||
| Total comprehensive income | 602 | (131) | (1,202) | ||||
| Share of Profit or loss | 301 | (107) | (36) | 158 | (601) | (48) | (649) |
| Share of other comprehensive income | - | - | - | - | - | - | - |
| Share of total comprehensive income | 301 | (107) | (36) | 158 | (601) | (48) | (649) |
| Dividends received | - | - | - | - | - | - | - |
| Balance sheet: | |||||||
| Cash and cash equivalents | 88 | 59 | |||||
| Other current assets | 35 | 173 | |||||
| Non-current assets | 676 | 96 | |||||
| Current financial liabilities (excluding trade payables) | (37) | (430) | |||||
| Other current liabilities | (23) | (60) | |||||
| Non-current financial liabilities (excluding trade payables) | (5) | (43) | |||||
| Other non-current liabilities | - | - | |||||
| Non-controlling interests | (43) | - | |||||
| Net assets | 691 | (205) | |||||
| Share of net assets | 345 | (103) | |||||
| Goodwill | 45 | 13 | |||||
| Carrying amount 31.12 | 390 | - | 41 | 431 | (90) | 73 | (17) |
| Fair value (if there is a quoted market) | n/a | n/a | n/a |
* Finderly became classified as a subsidiary in September 2015 following a transaction securing Schibsted control over the company. The Profit or loss presented above is from the start of the year up until the point where the company became a subsidiary.
The SnT figures presented are for the consolidated SnT Group. Other includes all individually immaterial joint ventures.
| 2015 | 2014 | ||||||
|---|---|---|---|---|---|---|---|
| Polaris Media | Other | Total | 701 Search Polaris Media | Other | Total | ||
| Interest held 31.12 | 28.99% | 33.33% | 28.99% | ||||
| Income statement and statement of comprehensive income: | |||||||
| Operating revenues | 1,624 | 59 | 1,659 | ||||
| Profit or loss | 19 | (523) | 107 | ||||
| Other comprehensive income | 19 | - | (100) | ||||
| Total comprehensive income | 38 | (523) | 7 | ||||
| Share of Profit or loss | 5 | (111) | (106) | (174) | 31 | (49) | (192) |
| Share of other comprehensive income | 6 | (1) | 5 | - | (29) | (13) | (42) |
| Share of total comprehensive income | 11 | (112) | (101) | (174) | 2 | (62) | (234) |
| Dividends received | (14) | (13) | (27) | - | (25) | (11) | (36) |
| Balance sheet: | |||||||
| Current assets | 366 | 281 | 395 | ||||
| Non-current assets | 1,093 | 12 | 1,165 | ||||
| Current liabilities | (411) | (185) | (433) | ||||
| Non-current liabilities | (494) | (3) | (585) | ||||
| Net assets | 554 | 105 | 542 | ||||
| Share of net assets | 161 | 35 | 150 | ||||
| Goodwill | 63 | - | 63 | ||||
| Carrying amount 31.12 | 224 | 274 | 498 | 35 | 213 | 207 | 455 |
| Fair value (if there is a quoted market) | 271 | n/a | 298 |
The figures presented under Polaris Media and 701 Search are for the consolidated subgroups.
Other non-current assets consist of:
| 2015 | 2014 | |
|---|---|---|
| Other shares (note 15) | 17 | 17 |
| Loans to joint ventures and associates | 26 | 31 |
| Prepaid expenses | 5 | 6 |
| Other receivables | 133 | 69 |
| Total | 181 | 123 |
There are no significant differences between the fair value and the carrying amount of loans to joint ventures and associates and other receivables as the interest calculation is based on a market rate.
The development in carrying amount of other shares available for sale is as follows:
| 2015 | 2014 | |
|---|---|---|
| As at 1.1 | 17 | 17 |
| Additions | 4 | - |
| Disposals | (3) | - |
| Transition from/to joint ventures and associates |
1 | - |
| Impairment loss | (2) | - |
| As at 31.12 | 17 | 17 |
| Of which other non-current assets | 17 | 17 |
| Of which other current financial assets | - | - |
As at 31.12.2015 and 31.12.2014 other shares consists solely of unlisted shares.
Inventories consist of:
| 2015 | 2014 | |
|---|---|---|
| Books and other inventories | 2 | 37 |
| Newsprint purchased | 12 | 19 |
| Total | 14 | 56 |
There were no write-downs of inventories to net realisable value in 2015 or 2014.
As at 31.12.2015 there were no inventories carried at fair value less costs of sales. As at 31.12.2014 the amount was NOK 29 million.
Trade receivables and other receivables consist of:
| 2015 | 2014 | |
|---|---|---|
| Trade receivables | 1,873 | 1,836 |
| Less provision for impairment of trade receivables |
(72) | (73) |
| Trade receivables (net) | 1,801 | 1,763 |
| Prepaid expenses and accrued revenue | 459 | 315 |
| Income tax receivables | 95 | 111 |
| Loans to joint ventures and associates | 16 | 22 |
| Other receivables | 557 | 586 |
| Total | 2,928 | 2,797 |
The carrying amount of trade and other receivables is considered to represent a reasonable approximation of fair value.
Schibsted has received claims from Swedish tax authorities for repayment of value added tax for previous years of SEK 291 million. The basis for those claims is a decision in the EU-court in 2010 stating that certain printing services shall have a VAT-rate of 6%, not 25%. Two verdicts in The Supreme Administrative Court in Sweden issued 26 February 2014 related to similar cases, implies that the Swedish tax authorities will be entitled to claim repayment of value added taxes for previous years provided that Schibsted will be able to have similar amounts refunded from the supplier of printing services. Schibsted is of the opinion that the Group's financial exposure is very limited. In the 2015 financial statements the repayment of SEK 291 million (SEK 295 million in 2014) is recognized as asset in Other receivables and the similar amount is recognized in Other liabilities, see note 24 Other current liabilities.
The maximum exposure to credit risk at the reporting date for trade and other receivables is the carrying value of the receivables. In some group entities credit insurance and other agreements are obtained. Carrying value of trade receivables with security is NOK 185 million as at 31.12.2015.
| 2015 | 2014 | |
|---|---|---|
| As at 1.1 | (73) | (85) |
| Provision for impairment | (12) | (36) |
| Receivables written off as uncollectible | 9 | 38 |
| Unused amounts reversed | 3 | 13 |
| Disposal on sale of group companies | 3 | - |
| Translation differences | (2) | (3) |
| As at 31.12 | (72) | (73) |
As at 31.12.2015 trade receivables of NOK 127 million were impaired. The amount of the provision was NOK 72 million. As at 31.12.2014 trade receivables of NOK 88 million were impaired and the provision was NOK 73 million.
| 2015 | 2014 | |
|---|---|---|
| Not due* | 17 | 14 |
| Up to 45 days | 13 | 8 |
| More than 45 days | 97 | 66 |
| Total | 127 | 88 |
* Also includes provisions not individualised
As at 31.12.2015 trade receivables of NOK 535 million were past due but not impaired, compared to NOK 597 million as at 31.12.2014. These receivables relate to a number of independent customers in different locations.
| 2015 | 2014 | |
|---|---|---|
| Up to 45 days | 375 | 421 |
| More than 45 days | 160 | 176 |
| Total | 535 | 597 |
| 2015 | 2014 | |
|---|---|---|
| Cash and cash equivalents | 1,891 | 745 |
The carrying amounts of the Group's cash and cash equivalents by currency:
| 2015 | 2014 | |
|---|---|---|
| NOK | 1,425 | 293 |
| SEK | 79 | 124 |
| EUR | 307 | 298 |
| Other | 80 | 30 |
| Total | 1,891 | 745 |
Carrying amount of cash and bank deposits are considered to represent a reasonable approximation of fair value. Schibsted has a multi-currency cash pool with Danske Bank in which almost all the Nordic and some of the European subsidiaries are included. The cash pool has been established to optimise liquidity management for Schibsted.
The Group has an overdraft facility under the cash pool system of NOK 400 million. At year-end 2015 this facility was not drawn.
Excess liquidity is mainly placed in the cash pool or in the short-term money market. The bank deposits of subsidiaries outside the Nordic countries are deposited at local banks.
The deposit and borrowing interest rates in Danske Bank are based on Ibor rates for each currency with a subtraction or addition of a margin. The Ibor rates are fixed daily in the market. A cross-currency netting of margins is established for the currencies in the cash pool.
Other bank deposits are credited interests based on the bank's daily deposit rates in each country.
Of the Group's cash and cash equivalents, NOK 17 million are considered to be restricted as at 31.12.2015. Payroll withholding tax is not included in restricted cash as the Group companies holds a tax guarantee for the purpose.
The development in share capital and other paid-in equity is set out in the Consolidated statement of changes in equity. The development in the number of issued and outstanding shares is as follows:
| Number of A-shares 2015 |
Number of B-shares 2015 |
Total number of shares 2015 |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Outstanding | Treasury shares |
Issued | Outstanding | Treasury shares |
Issued | Outstanding | Treasury shares |
Issued | |
| As at 1.1 | 107,421,397 | 582,218 | 108,003,615 | - | - | - | 107,421,397 | 582,218 | 108,003,615 |
| Decrease in treasury shares before share split |
17,014 | (17,014) | - | - | - | - | 17,014 | (17,014) | - |
| Share split | - | - | - | 107,438,411 | 565,204 | 108,003,615 | 107,438,411 | 565,204 | 108,003,615 |
| Decrease in treasury shares after share split |
251,125 | (251,125) | - | - | - | - | 251,125 | (251,125) | - |
| Capital increase | - | - | - | 10,800,361 | - | 10,800,361 | 10,800,361 | - | 10,800,361 |
| As at 31.12 | 107,689,536 | 314,079 108,003,615 | 118,238,772 | 565,204 | 118,803,976 225,928,308 | 879,283 | 226,807,591 |
| Total number of shares 2014 |
||||
|---|---|---|---|---|
| Outstanding | Treasury shares |
Issued | ||
| As at 1.1 | 107,348,540 | 655,075 | 108,003,615 | |
| Decrease in treasury shares |
72,857 | (72,857) | - | |
| As at 31.12 | 107,421,397 | 582,218 108,003,615 |
On 8 May 2015, the Annual General Meeting of Schibsted ASA approved a split of the Company's shares and establishing of a new class of B-shares. The split was completed 1 June 2015 and the shareholders received one B-share for each A-share. The B-shares are low-voting shares with one vote per share while the A-shares have 10 votes per share.
In September 2015 Schibsted completed a capital increase of 10,800,361 B-shares, equal to 5% of the existing total share capital of the company. The capital increase was completed at an offer price of NOK 246 per share, which gives a gross capital increase of NOK 2,657 million. Expenses related to the capital increase amount to NOK 23 million. Net expenses after taxes was NOK 17 million.
After the share split and the capital increase, the share capital of Schibsted ASA is NOK 113,403,795.50 divided on 108,003,615 A-shares with a nominal value of NOK 0.50 and 118,803,976 B-shares with a nominal value of NOK 0.50. Shares outstanding as at 31.12.2015 comprise 107,689,536 A-shares and 118,238,772 B-shares. Treasury shares as at 31.12.2015 comprice 314,079 A-shares and 565,204 B-shares.
No shareholder may own more than 30% of the shares or vote for more than 30% of the total number of votes which may be cast under the Company's Articles of Association.
The Annual Shareholders' Meeting has given the Board authorisation to acquire up to 10% of the Company's shares as treasury shares. The authorisation was renewed at the Annual Shareholders' Meeting on 8 May 2015 for a period until the Annual Shareholders' Meeting in 2016. At the Annual Shareholders' Meeting on 11 May 2016 the Board will propose a resolution to extend the authorisation for the Board to acquire and dispose of up to 10% of the share capital in Schibsted ASA according to the Norwegian public limited liability companies act under the conditions evident from the notice of the Annual Shareholders' Meeting.
Schibsted has in 2015 transferred a total of 223,691 treasury A-shares to key managers in connection with share-based payment plans. Fair value of treasury shares transfered was NOK 58 million.
In 2015, 17,014 treasury shares, before share split, and 27,434 treasury A-shares, after share split, were sold in connection with an employee saving plan. Total consideration was NOK 16 million.
In connection with exercise of share options under an earlier option programme for key employees, Schibsted has during 2014 sold 4,211 treasury shares for a total consideration of NOK 0.2 million.
Schibsted has during 2014 transferred a total of 45,112 treasury shares to key managers in connection with share-based payment plans. Fair value of treasury shares transfered was NOK 7 million.
In 2014, 23,534 treasury shares were sold in connection with an employee saving plan. The total consideration was NOK 8 million.
During the first quarter of 2016 the company has reduced its number of treasury A-shares by 21,068 and its number of treasury B-shares by 95,979 in connection with share-based payment plans. The holding as at 31 March 2016 was 293,011 A-shares and 469,225 B-shares.
At Schibsted's Annual Shareholders' Meeting on 11 May 2016 a dividend of NOK 1.75 per share will be proposed (total NOK 395 million). No provision for this dividend has been recognised in the Group's balance sheet as at 31.12.2015.
In 2015 dividends of NOK 3.50 per share (before share split) were paid (total NOK 376 million).
The payment of dividend has no income tax effect for Schibsted.
Schibsted has occupational pension plans in several countries established partly as defined benefit plans (in Norway), partly as multi-employer defined benefit plans accounted for as defined contribution plans (in Norway and Sweden) and partly as defined contribution plans (in Norway, Sweden and other countries).
Schibsted has its occupational pension plans for its employees in Norwegian companies with Storebrand Livsforsikring AS. These pension plans meet the requirements of the Act on Mandatory occupational pensions applicable to Norwegian companies. A significant part of the existing funded defined benefit plans are closed.
The terms of the funded defined benefit plans are mainly uniform. The benefits are mainly dependent upon number of years of employment, salary level at retirement age and the amount of benefits from the National Insurance pension. The majority of the funded defined benefit plans comprise retirement pension for life from 67 years and full retirement pension amounts to approximately 66% of the basis (limited to 12G (the social security base amount)) including assumed pension from the National Insurance pension (based on calculated National Insurance pension). Some of the plans include spouse pension, child pension and disability pension.
As at 31.12.2015 the funded defined benefit plans in Norway covered approximately 1,550 working members and approximately 1,900 retirees. Estimated contributions in 2016 to the above mentioned funded defined benefit plans amount to approximately NOK 115 million. Future contributions will be dependent on the accumulation period for each member's pension rights according to the principle of linear accumulation.
The terms related to contributions to defined contribution plans in Norway are mainly uniform, and for most companies the contribution amounts to 5% of salaries within the interval from 1G to 6G and 8% in the interval from 6G to 12G. The plans include disability pension.
In addition to the pension obligations that arises from the funded defined benefit plans, the Group's Norwegian companies have unfunded defined benefit obligations related to disability pensions (if not covered by other pension plans or insurances), supplementary pensions for salaries above 12G, Agreementbased pension (AFP) and early retirement pensions.
The Group's companies outside Norway have pension plans, mainly defined contribution plans, in accordance with local practice and local legislation.
The Group has certain pension schemes in Norway and Sweden established in multi-employer plans. These multi-employer plans are defined benefit plans, but the Group does not have access to the necessary information for the accounting years 2015 and 2014 required to account for these plans as defined benefit plans, and the plans are therefore accounted for as defined contribution plans.
| 2015 | 2014 | |
|---|---|---|
| Current service cost | 155 | 134 |
| Past service cost and gains and losses arising from settlements |
(16) | 16 |
| Net interest on the net defined benefit liability (asset) |
36 | 34 |
| Remeasurements of the net defined benefit liability |
(563) | 804 |
| Net pension expense defined benefit plans |
(388) | 988 |
| Pension expense defined contribution plans | 185 | 160 |
| Pension expense multi-employer defined benefit plans accounted for as defined contribution plans |
80 | 74 |
| Net pension expense | (123) | 1,222 |
| Of which included in Profit or loss – Personnel expenses (note 27) |
419 | 372 |
| Of which included in Profit or loss – Other income and expenses |
(15) | 12 |
| Of which included in Profit or loss – Financial expenses (note 29) |
36 | 34 |
| Of which included in Other comprehen sive income – Remeasurements of defined pension liabilities |
(563) | 804 |
Past service cost comprise restructuring costs in the form of pensions as well as the effect of plan amendments.
| 2015 | 2014 | |
|---|---|---|
| Present value of funded defined benefit obligations | 3,509 | 4,044 |
| Fair value of plan assets | (2,997) | (3,176) |
| Present value of unfunded defined benefit obligations | 874 | 1,043 |
| Net pension liability | 1,386 | 1,911 |
The average duration of the defined benefit plan obligation at the end of the reporting period is 24 years.
| 2015 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Net pension liability |
Defined benefit obligations |
Plan assets |
Net pension liability |
Defined benefit obligations |
Plan assets |
|||
| As at 1.1 | 1,911 | 5,087 | 3,176 | 1,114 | 4,168 | 3,054 | ||
| Current service cost | 155 | 155 | - | 134 | 133 | (1) | ||
| Past service cost and gains and losses arising from settlements |
(16) | (61) | (45) | 16 | 16 | - | ||
| Interest income and expense | 36 | 106 | 70 | 34 | 161 | 127 | ||
| Remeasurements | (563) | (631) | (68) | 804 | 829 | 25 | ||
| Contributions to the plan * | (36) | 3 | 39 | (85) | 3 | 88 | ||
| Payments from the plan | (75) | (204) | (129) | (82) | (199) | (117) | ||
| Business combinations and disposals | (12) | (58) | (46) | - | - | - | ||
| Social security costs | (14) | (14) | - | (24) | (24) | - | ||
| As at 31.12 | 1,386 | 4,383 | 2,997 | 1,911 | 5,087 | 3,176 |
* Contributions to the plan includes NOK 3 million (NOK 3 million in 2014) of contributions from plan participants.
| 2015 | 2014 | |
|---|---|---|
| Actuarial gains and losses arising from changes in financial assumptions | (407) | 936 |
| Other remeasurements (experience adjustments) | (224) | (107) |
| Total | (631) | 829 |
| 2015 | 2014 | |
|---|---|---|
| Return on plan assets, excluding amounts included in interest | (40) | 86 |
| Cost of managing plan assets | (15) | (17) |
| Other remeasurements (experience adjustments) | (13) | (44) |
| Total | (68) | 25 |
| Quoted in active | Quoted in active | |||||
|---|---|---|---|---|---|---|
| 2015 | markets | Unquoted | 2014 | markets | Unquoted | |
| Global equities | 4.7% | 100% | - | 5.2% | 100% | - |
| Norwegian equities | 1.0% | 100% | - | 1.5% | 100% | - |
| Private equity | 2.9% | - | 100% | 2.6% | - | 100% |
| Alternative investments | 2.3% | - | 100% | 2.5% | - | 100% |
| Real estate | 12.1% | - | 100% | 8.7% | - | 100% |
| Bonds | 7.5% | 95% | 5% | 10.6% | 95% | 5% |
| Corporate bonds | 22.1% | 80% | 20% | 24.0% | 80% | 20% |
| Bonds - loans & receivables | 45.3% | 80% | 20% | 45.9% | 80% | 20% |
| Money market / other | 2.1% | 100% | - | (1.0%) | 100% | - |
| Total | 100.0% | 100.0% |
The actual return on plan assets (value-adjusted return on relevant portfolio of assets) was approximately 3.9% in 2015 and approximately 6.6% in 2014.
| 2015 | 2014 | |
|---|---|---|
| Discount rate | 2.70% | 2.30% |
| Future salary increases | 2.50% | 2.75% |
| Future increase in the social security base amount | 2.25% | 2.50% |
| Future pension increases | 0.00% | 0.00% |
Schibsted determines the discount rate by reference to high quality corporate bonds. Schibsted has concluded that a deep market exists for covered bonds ("OMF-obligasjoner") in Norway and that this interest rate therefore shall be used as reference under IAS 19 Employee benefits. The assumption regarding expected pension increases is used for pensions being increased in accordance with the Act on Company pensions. For pension agreements containing specific clauses on increases in pension, those clauses are applied.
Changes in financial assumptions in 2015 resulted in a reduction in defined benefit pension liabilities of NOK (407) million which is recognised in Other comprehensive income as a component of the net amount of NOK (563) million in the line item Remeasurements of defined benefit pension liabilities.
| 2015 | 2014 | |
|---|---|---|
| Discount rate – increase 0.5 percentage points | (318) | (394) |
| Discount rate – decrease 0.5 percentage points | 361 | 453 |
| Future salary increases – increase 0.5 percentage points | 171 | 233 |
| Future salary increases – decrease 0.5 percentage points | (163) | (224) |
| Future increase in social security base amount – increase 0.5 percentage points | (78) | (108) |
| Future increase in social security base amount – decrease 0.5 percentage points | 71 | 100 |
| Future pension increases – increase 0.5 percentage points | 259 | 316 |
| Future pension increases – decrease 0.5 percentage points | (35) | (34) |
Any increases or decreases in present value of defined benefit pension liabilities from changes in actuarial assumptions are recognised in Other comprehensive income.
The Group has the following composition and maturity structure on its interest-bearing borrowings:
| Current | Non-current | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Bond issues | - | 400 | 1,800 | 1,800 |
| Bank loans | 263 | 294 | 541 | 317 |
| Financial lease agreements | - | 2 | - | 1 |
| Loans from associates | 55 | - | - | - |
| Other loans | - | - | 24 | 14 |
| Total carrying amounts | 318 | 696 | 2,365 | 2,132 |
| Maturity within 3 months | 260 | 271 | - | - |
| Maturity between 3 months and 1 year |
63 | 430 | - | - |
| Maturity between 1 and 2 years | - | - | 545 | 275 |
| Maturity between 2 and 5 years | - | - | 478 | 868 |
| Maturity beyond 5 years | - | - | 1,350 | 1,000 |
| Total contractual amounts | 323 | 701 | 2,373 | 2,143 |
Schibsted has issued two bonds with fixed interests, but due to interest rate swap agreements almost all of the Group's non-current interest-bearing borrowings are at floating interest rates in practice. For information on interest rate risk, see note 9 Financial risk management. The interest rate periods relating to the Group's borrowings are between one and six months.
Schibsted has a loan portfolio with a diversified maturity profile. For the portfolio of bonds and floating rate notes, there is a difference of NOK (63) million between the book value and the market value (based on tax value as at 31.12.2015). This is partly compensated by existing interest rate swap agreements, see note 9 Financial risk management. The current terms of the Group's other interestbearing borrowings as at 31.12.2015 have been reviewed and compared to the market pricing at year-end, and the carrying amount is considered to represent a reasonable approximation to fair value.
Carrying amount in NOK million of interest-bearing borrowings breaks down as follows by currency:
| 2015 | 2014 | |
|---|---|---|
| NOK | 1,900 | 2,330 |
| EUR | 728 | 498 |
| Other | 55 | - |
| Total | 2,683 | 2,828 |
Schibsted ASA did not issue any bonds during 2015, but repaid a floating rate note of NOK 400 million at maturity in December. The total volume of bonds and floating rate notes issued are NOK 1,800 million as at 31.12.2015:
| Loan | Amount | Interest rate |
|---|---|---|
| ISIN NO0010637176 (2012–2017) | 500 | FRN: Nibor 3 months + 215 bps |
| ISIN NO0010637275 (2012–2019) | 300 | 5.9% |
| ISIN NO0010667843 (2012–2022) | 250 | 5.4% |
| ISIN NO0010667850 (2012–2022) | 150 | FRN: Nibor 3 months + 250 bps |
| ISIN NO0010710569 (2014–2021) | 600 | FRN: Nibor 3 months + 110 bps |
The bonds with fixed interest rate, and the floating rate note maturing in 2022 have been swapped to floating interest rate, Nibor 6 months with addition of a margin.
In addition, cross currency swap agreements have been entered into to match the payments of some of the bonds and floating rate notes, see note 9 Financial risk management.
The Group has a bank loan of EUR 25 million. This loan was entered into in January 2011 and expires in January 2016. There are no installments before maturity date. The interest terms on the loan are based on Euribor with the addition of a margin.
The Group has a bank loan of NOK 94 million. The loan has a term of 12 years from 2007 and the interest terms are six month Nibor with the addition of a margin. The loan has a repayment schedule with installments twice a year.
The Group has a bank loan of EUR 50 million. The loan has a term of 10 years from 2015 and the interest terms are six month Euribor with the addition of a margin. The loan has a repayment schedule with installments twice a year from 2019.
The Group has two short-term loans from the associates 701 Search Pte Ltd and 702 Search BV. The loans amount to SGD 6 million and USD 2 million, respectively. No interest is calculated on the loan from 701 Search Pte Ltd.
Schibsted has two long-term revolving credit facilities of EUR 425 million in total. The facility of EUR 300 million entered into in 2014 had a term of five years plus two extension options each of one year. In 2015 the first extension option was exercised and final maturity will be in either 2020 or 2021 depending on whether the second extension option is exercised or not. The other facility of EUR 125 million was entered into in 2013 and expires in 2018. For both facilities the lenders consist of seven Nordic and international banks. The facilities have interest terms based on Euribor with the addition of a margin. Schibsted must pay a commitment fee to maintain the facilities' availability. The commitment fee is calculated as a percentage of the loan margin, on the undrawn part of the facilities. None of the facilities were drawn as at 31.12.2015 and the total amount available from the unutilised drawing rights is NOK 4,088 million.
Schibsted's loan agreements contain financial covenants regarding the ratio of net interest-bearing debt (NIBD) to gross operating profit (EBITDA). The reported ratio was well within the financial covenants as at 31.12.2015. See note 9 Financial risk management – Liquidity risk.
The Group has provided guarantees of NOK 5 million. The Group has no mortgage debt.
| 2015 | 2014 |
|---|---|
| 584 | |
| 168 | 140 |
| 4 | 94 |
| 64 | 58 |
| 46 | 51 |
| 20 | 19 |
| 26 | 24 |
| 515 | 970 |
| 187 |
Provision for restructuring costs as at 31.12.2015 is pertaining to the Scandinavian companies.
Other current liabilities consist of:
| 2015 | 2014 | |
|---|---|---|
| Financial liabilities related to non controlling interests' put options (note 25) |
757 | 123 |
| Contingent considerations business combinations (note 25) |
122 | 25 |
| Trade payables | 809 | 778 |
| Prepaid revenues | 832 | 795 |
| Public duties payable | 585 | 614 |
| Accrued salaries and other current employment benefits |
699 | 648 |
| Accrued expenses | 388 | 425 |
| Provision for restructuring costs | 107 | 198 |
| Other liabilities | 640 | 718 |
| Total other current liabilities | 4,939 | 4,324 |
The Group has no other significant liabilities with an uncertain payment date.
Trade payables are unsecured and are usually paid within 60 days of recognition. The carrying amounts of trade and other payables are assumed to be the same as their fair values, due to their short-term nature.
Provision for restructuring costs as at 31.12.2015 is pertaining to the Scandinavian companies.
Schibsted has received claims from Swedish tax authorities for repayment of value added tax for previous years of SEK 291 million. The basis for those claims is a decision in the EU-court in 2010 stating that certain printing services shall have a VAT-rate of 6%, not 25%. Two verdicts in The Supreme Administrative Court in Sweden issued 26 February 2014 related to similar cases, implies that the Swedish tax authorities will be entitled to claim repayment of value added taxes for previous years provided that Schibsted will be able to have similar amounts refunded from the supplier of printing services. Schibsted is of the opinion that the Group's financial exposure is very limited. In the 2015 financial statements the repayment of SEK 291 million (SEK 295 million in 2014) is recognized as liability in Other liabilities and the similar amount is recognized in Other receivables, see note 17 Trade and other receivables.
For information on the Group's management process regarding liquidity risk, see note 9 Financial risk management.
Development in financial liabilities recognised related to non-controlling interests' put options and contingent considerations in business combinations is as follows:
| Non-controlling interests' put options |
Contingent considerations |
||||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| As at 1.1 | 707 | 375 | 119 | 169 | |
| Additions | 164 | 522 | 15 | 4 | |
| Settlement | (172) | (206) | (27) | - | |
| Disposals | (1) | - | - | - | |
| Change in fair value recognised in equity |
201 | (13) | - | - | |
| Change in fair value recognised in profit or loss |
- | - | 6 | (59) | |
| Interest expenses | 9 | 8 | 3 | 3 | |
| Translation differences | 36 | 21 | 10 | 2 | |
| As at 31.12 | 944 | 707 | 126 | 119 | |
| Of which non-current (note 23) | 187 | 584 | 4 | 94 | |
| Of which current (note 24) | 757 | 123 | 122 | 25 |
The maturity profile of the financial liabilities is as follows:
| Non-controlling interests' put options |
Contingent considerations |
|||
|---|---|---|---|---|
| Maturity within 1 year | 757 | 123 | 122 | 25 |
| Maturity between 1 and 2 years | 29 | 536 | - | 90 |
| Maturity between 2 and 5 years | 158 | 48 | 4 | 4 |
When non-controlling interests have put options related to shares in subsidiaries and Schibsted is required to acquire such shares, a financial liability is recognised. Any liability resulting from a contingent consideration arrangement in a business combination is recognised as a financial liability as part of the consideration transferred in exchange for the acquiree.
The liabilities are measured at fair value which is based on the best estimate of future considerations. The estimates take into account the principles for determination of the consideration in the existing agreements. The estimates take further into account, when relevant, management's expectations regarding future economic development used in determining recoverable amount in impairment tests.
A liability related to non-controlling interests' put options is initially recognised directly in equity. Change in fair value of the liability, except for interest expenses, is also recognised directly in equity. In the consolidated statement of changes in equity, such amounts are included in the line item Changes in ownership of subsidiaries that do not result in loss of control.
Changes in the fair value of a liability related to contingent consideration arrangements are recognised in profit or loss.
The most significant liabilities related to non-controlling interests' put options as at 31.12.2015 are related to shareholdings in Schibsted Classified Media Spain S.L (Online classifieds), Finderly GmbH (Online classifieds) and ServiceFinder Sverige AB (Schibsted Sverige media house).
Liabilities related to contingent consideration arrangements recognised as at 31.12.2015 are mainly related to the acquisition of Compricer AB (Schibsted Sverige media house).
Raw materials and finished goods consist of:
| 2015 | 2014 | |
|---|---|---|
| Newsprint, raw materials and | ||
| purchased goods | 569 | 691 |
| Changes in inventories | 6 | 5 |
| Total | 575 | 696 |
Personnel expenses consist of:
| 2015 | 2014 | |
|---|---|---|
| Salaries and wages | 4,207 | 4,082 |
| Social security costs | 979 | 914 |
| Net pension expense (note 21) | 419 | 372 |
| Share-based payment | 95 | 74 |
| Other personnel expenses | 184 | 122 |
| Total | 5,884 | 5,564 |
| Number of man-years | 6,929 | 6,946 |
| Members of Group management: | Salary incl. holiday pay |
Variable pay |
LTI programme (earned 2015) |
Other benefits |
Pension expense |
Loan outstanding* |
|---|---|---|---|---|---|---|
| Rolv Erik Ryssdal | 3,428 | 1,285 | 4,285 | 133 | 2,351 | - |
| Trond Berger | 2,796 | 938 | 2,865 | 214 | 1,650 | 800 |
| Raoul Grünthal | 3,426 | 778 | 3,013 | - | 993 | - |
| Didrik Munch | 2,916 | 980 | 2,880 | 186 | 1,735 | - |
| Lena K. Samuelsson | 2,396 | 420 | 1,897 | - | 640 | - |
| Terje Seljeseth | 2,750 | 1,198 | 2,816 | 177 | 3,011 | - |
| Rian Liebenberg ** | 2,288 | 865 | 1,211 | 2 | 172 | - |
| Gianpaolo Santorsola ** | 2,286 | 489 | 2,494 | 422 | 147 | - |
| Sondre Gravir ** | 2,168 | 385 | 1,157 | 155 | 870 | - |
| Tina Stiegler ** | 1,944 | 213 | 328 | 127 | 216 | - |
| Frode Eilertsen ** | 2,478 | 830 | 2,562 | 14 | 286 | - |
| Christian Printzell Halvorsen ** | 2,797 | 545 | 1,075 | 344 | 1,613 | - |
| Camilla Jarlsby ** | 1,649 | 444 | 971 | 183 | 1,113 | - |
* Loans to Group management have no installments, and the interest rate is 1% lower than the government-set benchmark interest rate.
** Camilla Jarlsby resigned from the Group management 31 October 2015. Frode Eilertsen and Christian Printzell Halvorsen resigned from the Group management 24 November 2015. Gianpaolo Santorsola, Sondre Gravir and Tina Stiegler joined the Group management 24 November 2015. Rian Liebenberg joined the Group management 16 June 2015. For members of Group management who either resigned or joined in the year, total remuneration includes all salary and other benefits received from the Group.
| Shares not-vested as at 1.1.15 |
Shares granted |
Adjustment shares granted |
Shares vested |
Shares not-vested as at 31.12.15 |
|
|---|---|---|---|---|---|
| Rolv Erik Ryssdal | 21,378 | 7,242 | (2,365) | (9,568) | 16,687 |
| Trond Berger | 14,412 | 4,896 | (1,592) | (6,448) | 11,268 |
| Raoul Grünthal | 11,802 | 4,239 | (1,354) | (5,059) | 9,628 |
| Didrik Munch | 13,428 | 5,112 | (1,434) | (5,876) | 11,230 |
| Lena K. Samuelsson | 5,308 | 2,169 | (395) | (2,971) | 4,111 |
| Terje Seljeseth | 14,130 | 4,800 | (1,561) | (6,322) | 11,047 |
| Rian Liebenberg | - | 4,899 | - | (1,633) | 3,266 |
| Gianpaolo Santorsola | 14,145 | 8,244 | - | (9,710) | 12,679 |
| Sondre Gravir | 2,805 | 4,377 | (278) | (2,890) | 4,014 |
| Tina Stiegler | 1,868 | 831 | (677) | - | 2,022 |
| Frode Eilertsen | 8,392 | 4,434 | (1,364) | (1,478) | 9,984 |
| Christian Printzell Halvorsen | 6,330 | 6,020 | (550) | (4,067) | 7,733 |
| Camilla Jarlsby | 10,164 | 1,167 | (1,139) | (4,467) | 5,725 |
| Salary incl. | Variable | LTI programme | Other | Pension | Loan | |
|---|---|---|---|---|---|---|
| Members of Group management: | holiday pay | pay | (earned 2014) | benefits | expenses | outstanding* |
| Rolv Erik Ryssdal | 3,388 | 1,332 | 3,113 | 178 | 1,925 | - |
| Trond Berger | 2,692 | 1,134 | 2,382 | 223 | 1,400 | 800 |
| Frode Eilertsen | 2,353 | 988 | 1,375 | 28 | 281 | |
| Raoul Grünthal | 3,335 | 782 | 2,534 | - | 939 | - |
| Camilla Jarlsby | 1,909 | 515 | 1,680 | 174 | 913 | 400 |
| Didrik Munch | 2,862 | 751 | 2,337 | 174 | 1,089 | - |
| Lena K. Samuelsson | 2,365 | 420 | 573 | - | 605 | - |
| Terje Seljeseth | 2,654 | 1,111 | 2,343 | 240 | 2,552 | 400 |
* Loans to Group management have no installments, and the interest rate is 1% lower than the government-set benchmark interest rate.
Schibsted's CEO and other executive management participate in an annual variable pay programme that is linked to annual achievements of targets. The targets are twofold and related to financial and non-financial targets. The criteria are part of a total evaluation. For the CEO the variable pay is limited to a maximum of six months' salary. For other executive management, the variable portion of salary varies from a maximum of three to six months' salary. The CEO and other executive directors also participate in Schibsted's share based long-term incentive programs.
The CEO has termination payment equal to eighteen months salary in addition to the six-month period of notice. The other Group management and managers are normally entitled to termination payments equal to 6–18 months' salary, depending on the level of their position. Competition restrictions and curtailments will normally apply during the termination-pay period. The Chairman of the Board has no special remuneration scheme that applies if he resigns.
The Group's CEO is entitled and, if Schibsted so requires, obliged to retire
at the age of 62. His full annual early retirement pension is 66% of his pensionable earnings. The retirement pension solution means that, when he reaches 67 years of age, the CEO will receive a retirement pension for life which equals 66% of his fixed salary. He is entitled to a disability pension of 66% of his fixed salary. The spouse/cohabitant pension is 50% of his fixed salary and the child pension is 15% of his fixed salary.
The Norwegian executive directors are entitled and, if Schibsted so requires, obliged to retire at the age of 62 years. During the period leading up to the ordinary retirement age (67 years), they will receive a pension that is 66% of their fixed salary. Full annual retirement/disability pension for the Norwegian executive directors is 66% of their fixed salary. Other members of the Group management have different pension schemes within the limit of benefits to the Norwegian executive directors. The executive directors based in Sweden have a defined benefit pension insurance on level with the Norwegian executive directors. Pension levels and schemes for senior executives outside Norway and Sweden are viewed in connection with the individual manager's overall salary and employment conditions, which should be comparable to the overall compensation package offered to executives in Norway and Sweden.
| Board remuneration |
|||||||
|---|---|---|---|---|---|---|---|
| Board remuneration* |
Committee remuneration |
from other Group companies |
Salary incl. holiday pay |
Other benefits |
Pension cost |
Total remuneration |
|
| Members of the Board and Committees: | |||||||
| Ole Jacob Sunde, chairman of the Board and the Compensation Committee | 780 | 90 | - | - | - | - | 870 |
| Eva Berneke, member of the Board and the Audit Committee | 385 | 85 | - | - | - | - | 470 |
| Tanya Cordrey, member of the Board | 435 | - | - | - | - | - | 435 |
| Arnaud de Puyfontaine, member of the Board and the Audit Committee | 416 | 85 | - | - | - | - | 501 |
| Christian Ringnes, member of the Board and chairman of the Audit Committee | 335 | 133 | - | - | - | - | 468 |
| Birger Steen, member of the Board | 435 | - | - | - | - | - | 435 |
| Eugénie van Wiechen, member of the Board and member of the Compensation Committee |
435 | 60 | - | - | - | - | 495 |
| Jonas Fröberg, employee representative of the Board, and member of the Compensation Committee until 08.05.15** |
385 | 60 | - | 456 | 5 | 66 | 972 |
| Anne-Lise Mørch von der Fehr, employee representative of the Board until 08.05.15** |
416 | - | - | 758 | 81 | 146 | 1,401 |
| Gunnar Kagge, employee representative of the Board until 08.05.15 ** | 335 | - | - | 748 | 20 | 112 | 1,215 |
| Torbjörn Harald Ek, deputy employee representative of the Board until 29.06.15** |
- | - | - | 770 | - | 85 | 855 |
| Finn Våga, deputy employee representative of the Board until 08.05.15, employee representative of the Board and member of the Compensation Committee from 08.05.15 ** |
16 | - | - | 1,130 | 123 | 86 | 1,355 |
| Ingunn Saltbones, employee representative of the Board from 08.05.15 ** | - | - | - | 741 | - | 69 | 810 |
| Frank Lynum, deputy employee representative of the Board from 08.05.15 ** |
30 | - | 60 | 677 | - | 49 | 816 |
| John A. Rein, chairman of the Election Committee | - | 16 | - | - | - | - | 16 |
| Nils Bastiansen, member of the Election Committee until 08.05.15 | - | 11 | - | - | - | - | 11 |
| Gunn Wærsted, member of the Election Committee until 08.05.15 | - | 11 | - | - | - | - | 11 |
| Ann Kristin Brautaset, member of the Election Committee from 08.05.15 | - | - | - | - | - | - | - |
| Spencer Adair, member of the Election Committee from 08.05.15 | - | - | - | - | - | - | - |
| Total | 4,403 | 551 | 60 | 5,280 | 229 | 613 | 11,136 |
* Board remunerations include compensation for travelling hours for directors who do not live in Oslo.
** For employee representatives total remuneration includes salary and other benefits in their ordinary position.
Details on fees to the Group's auditors for the fiscal year 2015 (in NOK 1,000 excl. VAT):
| Audit services |
Other attestation services |
Tax advisory services |
Other non-audit services |
Total | |
|---|---|---|---|---|---|
| Schibsted Group | |||||
| Ernst & Young | 12,558 | 535 | 2,497 | 1,023 | 16,613 |
| Other auditors | 1,202 | - | 82 | 91 | 1,375 |
| Total | 13,760 | 535 | 2,579 | 1,114 | 17,988 |
| Schibsted ASA | |||||
| Ernst & Young | 1,359 | - | 688 | 996 | 3,043 |
Details on fees to the Group's auditors for the fiscal year 2014 (in NOK 1,000 excl. VAT):
| Audit services |
Other attestation services |
Tax advisory services |
Other non-audit services |
Total | |
|---|---|---|---|---|---|
| Schibsted Group | |||||
| Ernst & Young | 12,715 | 323 | 2,034 | 3,886 | 18,958 |
| Other auditors | 992 | 30 | 478 | 802 | 2,302 |
| Total | 13,707 | 353 | 2,512 | 4,688 | 21,260 |
| Schibsted ASA |
| Ernst & Young | 1,063 | 68 | 153 | 134 | 1,418 |
|---|---|---|---|---|---|
In 2010, Schibsted introduced an annual rolling three-year performancebased share programme (LTI programme) for key managers in the Group. The programme was expanded in 2012 to include Online classified companies and management groups. The scheme includes a total of 91 participants in the 2012 programme, 100 participants in the 2013 programme and 119 participants in the 2014 programme. In 2015, the LTI programme was replaced by two new programmes: the Key Contributor Plan (KCP) and the Senior Executive Plan (SEP). The LTI programmes started before 2015 will run until the end of the original LTI programme period. The 2015 programme includes 128 participants.
| 2015 | 2014 | |
|---|---|---|
| Share-based payment (included in personnel expenses) |
95 | 74 |
| Of which is equity-settled | 55 | 27 |
| Of which is cash-settled | 40 | 47 |
Level 1 is for the Group CEO, Level 2 is for members of the Group Management Team. Level 3 and Level 4 are for selected key managers in the Group and managers/management groups in key subsidiaries. Level 3 relates to the media house business while Level 4 relates to Online classifieds (Level 1, 2 and 3 participants are included in the LTI-1 programme, whereas Level 4 participants are included in the LTI-2 programme). The participants at each level are given a defined basic amount, calculated as a percentage of their fixed salary. Guidelines have been established regarding allocations to the respective participant levels in order to ensure flexibility and mobility while also taking into account individual pay differences and variations in the compensation schemes.
At the start of the programme, between 11 and 33 percent of the base amount ("share purchase amount") is awarded in the form of Schibsted shares and is subject to a lock-in period until the programme expires (three years). If a Level 1 or Level 2 participant leaves the Group during the lock-in period, shares that were bought for the share purchase amount must be handed back. No corresponding restriction applies to Level 3 and Level 4 participants.
The remaining 67–89 percent of the base amount ("performance amount") is linked to three-year performance or target achievements. At the end of the three-year period, the participants receive settlement in Schibsted shares based on their target achievement over the three-year period. The number of shares is calculated based on the average price during the programmes' three-year period. Level 1, 2 and 3 participants receive the full performance amount after each programmes' three-year period, and the remaining two thirds one year thereafter. The maximum settlement amount in each programme will depend on target achievement during the period. If the minimum target is not reached during the three-year period, only the share purchase amount will be paid at the end of the three-year programme.
SEP is applicable for the Group CEO and members of Group Management Team. KCP is applicable for selected key executives in the Group, manager/ management groups in key subsidiaries, high potentials and key contributors across the Group. At the start of the programme, each participant is granted a number of shares based on a certain percentage of their fixed salary and the share price at the start of the programme.
SEP is a five-year programme. The number of shares calculated at the start of SEP will, subject to the participant's continuous employment, be fully vested after five years and transferred to the participant in three equal tranches. The first third of the shares are vested at the start of the programme, the second third after three years, and the final third after five years.
KCP is a three-year programme. The number of shares calculated at the start will, subject to the participant's continuous employment, be fully vested after three years and transferred to the participant in three equal tranches. The first third of the shares are vested after one year, the second third after two years, and the final third after three years.
Upon payment of the share amount and performance amount, Schibsted is responsible for tax deduction on behalf of the participant so that only the net amount after tax is paid in Schibsted shares. The programme is therefore treated partly as a share-based payment transactions settled in cash (tax) and partly as share-based payment transactions settled in equity (net payment in form of shares). The expense related to the portion that is recognised as a share-based payment transaction settled in equity is recognised in equity, while the expense related to the portion that is treated as a share-based payment transaction settled in cash is recognised as a liability.
The expense and the increase in equity or liability are recognised over the vesting period of 3, 4 or 5 years for the parts of the total compensation that contains a service condition throughout the three, four or five-year period. This applies to the performance amount (relating to LTI 2012-2014) and the part of share amount for level 1 and 2 that is recognised as a share-based payment transactions settled in equity. The remaining expense and increase in equity or liability are recognised immediately upon the start of the programme.
Performance amounts will vary based on the degree of achievement of the performance criteria. Expenses to be recognised over the vesting period are estimated at the end of each reporting period based on the estimated fair value of the liability for transactions that are settled in cash and based on the number of equity instruments that are expected to vest for transactions settled in equity.
Estimated total expense of the LTI programme's maturity:
| 2015 Programme |
2014 Programme |
2013 Programme |
2012 Programme |
Total | |
|---|---|---|---|---|---|
| Value Share Amount at grant |
|||||
| date | 7 | 15 | 15 | 21 | |
| Value Performance Amount at grant |
|||||
| date | - | 63 | 54 | 54 | |
| SEP 3 and 5 years | 14 | - | - | - | |
| KCP 1, 2 and 3 years |
47 | - | - | - | |
| Adjustment to Performance |
|||||
| Amount | - | (8) | 4 | 12 | |
| Total | 68 | 70 | 73 | 87 | |
| Recognised in Personnel expense |
|||||
| in previous years Recognised in Personnel expense in 2014 |
- - |
- 28 |
37 19 |
52 27 |
74 |
| Recognised in Personnel expense in 2015 |
40 | 35 | 12 | 8 | 95 |
| To be recognised over the remaining vesting period |
28 | 7 | 5 | - |
| Average share price at vesting date (NOK per share) | 259 |
|---|---|
| Number of shares not-vested at 31.12.2015 | 329,921 |
| Number of shares vested during the period | (223,691) |
| Number of shares granted | 167,272 |
| Number of shares granted, not-vested at 1.1.2015 | 386,340 |
In case a minimum performance target is reached, the estimated total expense for performance amount will be increased or decreased in a range of 50 percent. If not, the performance amount will be NOK 0.
| 2015 | 2014 | 2013 | 2012 |
|---|---|---|---|
| Programme | |||
| 1.75 | 1.75 | 1.75 | 1.56 |
| 93.25 | |||
| - | - | - | 119.05 |
| 250.70 | - | - | - |
| 262.92 | 221.40 | 196.54 | 172.42 |
| 292.20 | 292.20 | 292.20 | 292.20 |
| - | 0.94% | - | - |
| - | Monte Carlo |
Monte Carlo |
Monte Carlo |
| Programme - |
Programme 172.00 |
Programme 123.30 |
Share prices and dividends are adjusted retrospectively as if shares issued in share split (see note 19 Number of shares) were outstanding also in previous periods presented to give comparable information.
Employees in the Group are given the opportunity four times a year to participate in the Employee Share Saving Plan (ESSP). The plan is to enable employees to take part in Schibsted's value creation by saving in the Schibsted share. All employees in a 50% employment position (or more) employed in a Schibsted majority-owned company are eligible to participate.
The shares are bought quarterly on the employee's behalf at market price and monthly savings are deducted from net salary in local currency. Employees can freely sell their shares but will then give up the right to matching shares. After two years from the date of purchase, the employee will receive one free Schibsted share for every two Schibsted shares the employee have saved (matching shares).
Other operating expenses consist of:
| 2015 | 2014 | |
|---|---|---|
| Distribution | 964 | 1,020 |
| Commissions | 806 | 893 |
| Rent, maintenance, office expenses and energy |
632 | 636 |
| PR, advertising and campaigns | 1,490 | 1,367 |
| Printing contracts | 322 | 354 |
| Editorial material | 429 | 428 |
| Professional fees | 815 | 801 |
| Travelling expenses | 278 | 271 |
| IT expenses | 506 | 372 |
| Other operating expenses | 400 | 632 |
| Total | 6,642 | 6,774 |
| 2015 | 2014 | |
|---|---|---|
| Interest income | 41 | 41 |
| Gain on sale of financial assets available for sale |
12 | 5 |
| Other financial income | 4 | - |
| Total financial income | 57 | 46 |
| Interest expenses | (138) | (144) |
| Net foreign exchange gain (loss) | (80) | (10) |
| Impairment loss financial assets | (12) | - |
| Impairment loss financial assets available for sale (note 15) |
(2) | - |
| Loss on sale of financial assets available for sale |
(1) | - |
| Other financial expenses | (19) | (20) |
| Total financial expenses | (252) | (174) |
| 2015 | 2014 | |
|---|---|---|
| Net foreign exchange gain (loss) currency derivatives |
(111) | (108) |
| Net foreign exchange gain (loss) other | ||
| financial instruments | 31 | 98 |
| Net foreign exchange gain (loss) | (80) | (10) |
Interest expenses includes NOK 36 million (NOK 34 million in 2014) related to pension liabilities, see note 21 Pension plans.
Schibsted hedges its currency exposure in SEK and EUR by using loans and derivatives, see note 9 Financial risk management. As a result of this, foreign exchange gain (loss) effects in the income statement will normally be limited. Net foreign exchange losses in 2015 and 2014 are primarily related to currency effects in the Group's businesses outside Sweden and the eurozone.
Financial income and financial expenses include the following amounts of interest income and interest expenses related to financial assets and liabilities that are not included in the category Financial assets or financial liabilities at fair value through profit or loss:
| 2015 | 2014 | |
|---|---|---|
| Interest income | 19 | 39 |
| Interest expenses | (149) | (144) |
The Group's effective tax rate differs from the nominal tax rates in countries where the Group has operations. The relationship between tax expense and accounting profit (loss) before taxes is as follows:
| 2015 | 2014 | |
|---|---|---|
| Profit (loss) before taxes | 1,966 | 382 |
| Estimated tax expense based on nominal tax rate in Norway |
531 | 103 |
| Tax effect share of profit (loss) of joint ventures and associates |
(14) | 227 |
| Tax effect impairment loss of goodwill | 116 | 1 |
| Tax effect gain from remeasurement of previously held equity interests in business combinations achieved in stages |
(232) | (11) |
| Tax effect other permanent differences | (65) | 11 |
| Change in unrecognised deferred tax assets | 166 | 146 |
| Effect of tax rate differentials abroad | 45 | 29 |
| Effect of changes in tax rates | 28 | - |
| Effect of adjustments recognised related to prior periods |
- | 3 |
| Taxes recognised in profit or loss | 575 | 509 |
Permanent differences include, in addition to non-deductible operating expenses, tax-free dividends and gains (losses) on sale of shares as well as non-deductible impairment losses related to shares. Gain (loss) on sale of subsidiaries, joint ventures and associated companies are recognised in Other income and expenses, while gain (loss) on sale and impairment losses of financial assets available for sale are recognised in Financial income and Financial expenses.
The Group's income tax expense comprises the following:
| 2015 | 2014 | |
|---|---|---|
| Current income taxes | 561 | 580 |
| Deferred income taxes | 138 | (295) |
| Taxes | 699 | 285 |
| Of which recognised in profit or loss | 575 | 509 |
| Of which recognised in other comprehen sive income |
130 | (224) |
| Of which recognised in equity | (6) | - |
| 2015 | 2014 | |
|---|---|---|
| Current items | (57) | (84) |
| Pension liabilities | (333) | (496) |
| Other non-current items | 1,177 | 1,138 |
| Unused tax losses | (824) | (814) |
| Calculated net deferred tax | ||
| liabilities (assets) | (37) | (256) |
| Unrecognised deferred tax assets | 635 | 603 |
| Net deferred tax liabilities | ||
| (assets) recognised | 598 | 347 |
| Of which deferred tax liabilities | 842 | 760 |
| Of which deferred tax assets | (244) | (413) |
The Group's unused tax losses are related to operations in Spain, Italy, Belgium, Mexico and Brazil as well as other countries in which Schibsted Classified Media has established online classified operations. The majority of the tax losses can be carried forward for an unlimited period. Approximately 30% of the unused tax losses expire in the period until 2025.
| 2015 | 2014 | |
|---|---|---|
| As at 1.1 | 347 | 619 |
| Change included in tax expenses | 138 | (295) |
| Change from purchase and sale of subsidiaries |
99 | 7 |
| Reclassified to / from current income taxes |
(24) | - |
| Translation differences | 38 | 16 |
| As at 31.12 | 598 | 347 |
Deferred tax assets are recognised when it is likely that the benefit can be realised through expected future taxable profits. The Group's recognised deferred tax assets are mainly related to operations in Norway and Spain. The Group's unrecognised deferred tax assets are mainly related to foreign operations with recent tax losses where future taxable profits may not be available before unused tax losses expire.
Deferred tax liabilities and assets are offset for liabilities and assets in companies which are included in local tax groups.
Average number of shares outstanding (diluted) is calculated as follows:
| 2015 | 2014 | |
|---|---|---|
| Average number of shares outstanding * | 218,135,315 | 214,777,470 |
| Adjustment for dilutive effect shares outstanding |
340,779 | 21,180 |
| Average number of shares outstanding (diluted) |
218,476,094 | 214,798,650 |
The dilutive effect is calculated as the difference between the number of shares which can be acquired upon exercise of outstanding options and the number of shares which could be acquired at fair value (calculated as the average price of the Schibsted share in the period) for the consideration which is to be paid for the shares that can be acquired based on outstanding options.
Earnings per share is calculated as profit (loss) attributable to owners of the parent divided by the average number of shares outstanding.
| 2015 | 2014 | |
|---|---|---|
| Profit (loss) attributable to owners of | ||
| the parent | 1,263 | (180) |
| Average number of shares outstanding | 218,135,315 | 214,777,470 |
| Earnings per share (NOK) | 5.79 | (0.84) |
Diluted earnings per share is calculated as profit (loss) attributable to owners of the parent divided by the average number of shares outstanding, adjusted for the dilutive effect of all potential shares.
| 2015 | 2014 | |
|---|---|---|
| Profit (loss) attributable to owners | ||
| of the parent | 1,263 | (180) |
| Average number of shares outstanding | ||
| (diluted) | 218,476,094 | 214,798,650 |
| Diluted earnings per share (NOK) | 5.78 | (0.84) |
Earnings per share – adjusted is calculated as profit (loss) attributable to owners of the parent adjusted for items reported in the income statement as Other income and expenses and Impairment loss, adjusted for taxes and non-controlling interests. The number of shares included in the calculation is the same as the number for earnings per share and diluted earnings per share, as described above.
| 2015 | 2014 | |
|---|---|---|
| Profit (loss) attributable to owners of the parent |
1,263 | (180) |
| Other income and expenses | (1,079) | (8) |
| Impairment loss | 488 | 131 |
| Tax and non-controlling effect of Other income and expenses and Impairment loss |
19 | (100) |
| Profit (loss) attributable to owners of the parent – adjusted |
691 | (157) |
| Average number of shares outstanding | 218,135,315 | 214,777,470 |
| Earnings per share – adjusted (NOK) | 3.17 | (0.73) |
| Average number of shares outstanding (diluted) |
218,476,094 | 214,798,650 |
| Diluted earnings per share – adjusted (NOK) | 3.16 | (0.73) |
* Average number of shares outstanding is adjusted retrospectively as if shares issued in share split (see note 19 Number of shares) were outstanding also in previous periods presented to give comparable information on Earnings per share.
Interest and dividends included in the consolidated statement of cash flows are as follows:
| 2015 | 2014 | |
|---|---|---|
| Cash flow from operating activities: | ||
| Interest paid | (85) | (92) |
| Interest received | 41 | 41 |
| Dividends received (note 13) | 27 | 36 |
| Cash flow from financing activities: | ||
| Dividends paid to owners of the parent | (376) | (376) |
| Dividends paid to non-controlling interests |
(191) | (133) |
Schibsted's consolidated statement of cash flows presents net payments and receipts on the acquisition and sale of subsidiaries.
| 2015 | 2014 | |
|---|---|---|
| Cash in acquired companies | 165 | 23 |
| Acquisition cost other current assets | 54 | 5 |
| Acquisition cost non-current assets | 2,275 | 1,131 |
| Aggregate acquisition cost assets | 2,494 | 1,159 |
| Equity and liabilities assumed | (275) | (19) |
| Contingent consideration paid | 27 | - |
| Contingent consideration deferred | (15) | (2) |
| Gross purchase price | 2,231 | 1,138 |
| Fair value of previously held equity interest (note 5) |
(1,114) | (120) |
| Cash in acquired companies | (165) | (23) |
| Purchase price settled in other than cash and cash equivalents |
(199) | (463) |
| Acquisition of subsidiaries, net of cash acquired |
753 | 532 |
| 2015 | 2014 | |
|---|---|---|
| Cash in sold companies | 38 | 9 |
| Carrying amount other current assets | 136 | 7 |
| Carrying amount non-current assets | 286 | 2 |
| Aggregate carrying amount assets | 460 | 18 |
| Equity and liabilities transferred | (225) | (11) |
| Gain (loss) | 273 | 11 |
| Gross sales price | 508 | 18 |
| Cash in sold companies | (38) | (9) |
| Proceeds from sale of subsidiaries, | ||
| net of cash sold | 470 | 9 |
For remuneration to management, see note 27 Personnel expenses and share-based payment.
Schibsted has relationships with joint ventures and associates, see note 13 Investments in joint ventures and associates. For loans to joint ventures and associates, see note 14 Other non-current assets and note 17 Trade and other receivables. For loans from joint ventures and associates, see note 22 Interestbearing borrowings.
In December 2015, Schibsted acquired 0.13% of Finn.no AS from the associate Polaris Media ASA. The purchase price was NOK 15 million.
The following subsidiaries were directly and indirectly owned as at 31.12.:
| Online classifieds | Location | 2015 | 2014 |
|---|---|---|---|
| Finn.no AS | Oslo | 90.01% | 89.88% |
| Eiendomsprofil AS | Bergen | 40.64% | 40.58% |
| Finn Eiendom AS | Oslo | 79.68% | 79.56% |
| Finn SMB AS | Oslo | 90.01% | 89.88% |
| Lendo AS | Oslo | 90.01% | 89.88% |
| Mittanbud.no AS | Oslo | 100.00% | 100.00% |
| Penger.no AS | Oslo | 90.01% | 89.88% |
| Personal Finance AS | Oslo | 90.01% | 89.88% |
| Sentinel Software AS | Trondheim | 78.35% | 78.23% |
| Schibsted Classified Media AS | Oslo | 100.00% | 100.00% |
| Adverts Marketplace Ltd | Dublin | 50.00% | - |
| Anuncios Clasificados de Mexico SA de CV | Guadalajara | 100.00% | - |
| Anuntis Chile, S.A. | Santiago de Chile | 99.99% | 99.99% |
| ASM Classificados de México SA de CV | Mexico City | 100.00% | 100.00% |
| Avito SCM Sarl ** | Casablanca | 100.00% | - |
| Beryl IP AB | Stockholm | 100.00% | - |
| Bikhir IP AB | Stockholm | 100.00% | 100.00% |
| Blocket AB | Stockholm | 100.00% | 100.00% |
| Blocket Växt AB | Stockholm | 100.00% | 100.00% |
| Byt Bil Nordic AB | Stockholm | 100.00% | 100.00% |
| CustoJusto Unipessoal, Lda | Lisbon | 100.00% | 100.00% |
| Daft Media Ltd | Dublin | 50.00% | - |
| Digital Media Ventures Ltd | Dublin | 50.00% | - |
| DoneDeal Ltd | Wexford | 50.00% | 90.10% |
| Dotadv S.r.l * | Rome | - | 100.00% |
| Editora Balcão Ltda | Rio de Janeiro | 99.99% | 99.99% |
| Editora Urbana Ltda | Bogotá | 100.00% | 100.00% |
| Finderly GmbH ** | Vienna | 90.95% | - |
| Használtautó Informatikai Kft | Budapest | 100.00% | 100.00% |
| Hebdo Mag Brazil Holdings BV | Amsterdam | 100.00% | 100.00% |
| Hebdo Mag Brazil Holdings Ltda | Rio de Janeiro | 99.99% | 99.99% |
| Infobras Spain S.L | Barcelona | 76.23% | 76.23% |
| Infojobs Brasil Atividades de Internet Ltda | Sao Paulo | 76.23% | 76.23% |
| InfoJobs Italia S.r.l | Milan | 74.00% | 74.00% |
| Kapaza BV | Amsterdam | 100.00% | 100.00% |
| Kapaza! Belgium NV | Brussels | 100.00% | 100.00% |
| LBC France, SASU | Paris | 100.00% | 100.00% |
| Le Rouge AB ** | Stockholm | 100.00% | - |
| Le Rouge Holding BV ** | Amsterdam | 100.00% | - |
| OOO Schibsted Classified Media | Minsk | 100.00% | 100.00% |
| Schibsted AG | Berlin | 100.00% | 100.00% |
| Schibsted Classified Media Dominican Republic Srl | Santo Domingo | 100.00% | - |
| Schibsted Classified Media Hungary Kft | Budapest | 100.00% | 100.00% |
| Schibsted Classified Media Ireland Ltd | Dublin | 100.00% | 100.00% |
|---|---|---|---|
| Schibsted Classified Media NV | Amsterdam | 100.00% | 100.00% |
| Schibsted Classified Media Spain SL | Barcelona | 90.00% | 90.00% |
| Schibsted Classified Media Tunisia SARL | Tunis | 100.00% | - |
| Schibsted Développement SASU | Paris | 100.00% | 100.00% |
| Schibsted France SASU | Paris | 100.00% | 100.00% |
| Schibsted Ibérica S.L | Madrid | 100.00% | 100.00% |
| Schibsted Spain, S.L (previously 20 Minutos España, S.L.) | Madrid | 100.00% | 100.00% |
| SCM Growth Partner AB | Stockholm | 100.00% | 100.00% |
| SCM Hellas MEPE | Athens | 100.00% | 100.00% |
| SCM Local, SASU | Paris | 100.00% | 100.00% |
| SCM Northern Europe AB | Stockholm | 100.00% | 100.00% |
| SCM Servizi S.r.l. | Milan | 100.00% | 100.00% |
| SCM Suomi Oy | Helsinki | 100.00% | 100.00% |
| SCM Ventures AB | Stockholm | 100.00% | 100.00% |
| SCM Ventures BV | Amsterdam | 100.00% | 100.00% |
| ServiceFinder Sverige AB | Stockholm | 69.95% | 69.95% |
| Sibmedia Interactive S.R.L. | Sibiu | 100.00% | 95.00% |
| Skupe Net Ltd | Dublin | 25.50% | - |
| Subito.it S.r.l | Milan | 100.00% | 100.00% |
| Tripwell Sweden AB | Stockholm | 100.00% | 100.00% |
| Schibsted Norge media house | Location | 2015 | 2014 |
| Schibsted Norge AS | Bergen | 100.00% | 100.00% |
| Aftenposten AS | Oslo | 100.00% | 100.00% |
| Aftenposten Mobil AS | Oslo | 100.00% | 100.00% |
| AS Farsund Aktiebogtrykkeri | Farsund | 86.20% | 86.20% |
| Askøyværingen AS | Askøy | 100.00% | 100.00% |
| Avisretur AS | Oslo | 50.10% | 50.10% |
| Bergens Tidende AS | Bergen | 100.00% | 100.00% |
| BetaVest AS | Bergen | 100.00% | 100.00% |
| Bygdanytt AS | Bergen | 100.00% | 100.00% |
| Distribution Innovation AS | Oslo | 60.00% | 60.00% |
| Duplo Media AS | Horten | 96.00% | 70.00% |
| E24 Dine Penger AS | Oslo | 100.00% | 100.00% |
| Ebok.no AS | Oslo | - | 97.57% |
| Forlaget Strilen AS | Lindås | 100.00% | 100.00% |
Husleie.no AS Lillehammer 57.79% 57.76% Ilaks AS Godvik 51.00% 51.00% Janaflaten 24 AS Stavanger 100.00% 100.00% Katapult Bøker AS Oslo - 100.00% Kaupang Konferanser AS Bergen - 50.00% Kickback AS Oslo 57.60% 57.57% Kristiansand Avis AS Kristiansand 100.00% 100.00% Let's Deal AS Oslo 97.96% 74.20% Lindesnes AS Mandal 100.00% 100.00% Livvin AS (previously BT Adrift1 AS) Bergen 80.00% 100.00% Lokalavisene AS Bergen 100.00% 100.00%
| Media AS | Kristiansand | 100.00% | 100.00% |
|---|---|---|---|
| Offshore.no AS * | Bergen | - | 100.00% |
| Radio Sør AS | Kristiansand | 100.00% | 100.00% |
| Riks AS | Oslo | 100.00% | 100.00% |
| Schibsted Distribusjon AS | Oslo | 100.00% | 100.00% |
| Schibsted Distribusjon Vest AS | Sandnes | 100.00% | 100.00% |
| Schibsted Distribusjon Øst AS | Oslo | 100.00% | 100.00% |
| Schibsted Eiendom Vest AS | Stavanger | 100.00% | 100.00% |
| Schibsted Forlag AS | Oslo | - | 100.00% |
| Schibsted Förlag AB | Helsingborg | - | 100.00% |
| Schibsted Magasiner AS | Oslo | - | 100.00% |
| Schibsted Norge Annonseproduksjon AS | Kristiansand | 100.00% | 100.00% |
| Schibsted Norge Kundesenter AS | Fagernes | 100.00% | 100.00% |
| Schibsted Tech Polska sp z.o.o | Krakow | 100.00% | 100.00% |
| Schibsted Trykk AS | Oslo | 100.00% | 100.00% |
| Schibsted Trykk Bergen AS | Godvik | 100.00% | 100.00% |
| Schibsted Trykk Flesland AS | Bergen | 100.00% | 100.00% |
| Schibsted Trykk Kristiansand AS * | Kristiansand | - | 100.00% |
| Schibsted Trykk Oslo AS | Oslo | 100.00% | 100.00% |
| Schibsted Trykk Stavanger AS | Sandnes | 100.00% | 100.00% |
| Schibsted Vekst AS | Oslo | 96.00% | 95.95% |
| Schibsted Vekst Holding AS | Oslo | 96.00% | 95.95% |
| Stavanger Aftenblad AS | Stavanger | 100.00% | 100.00% |
| Stokkamyrveien 30 AS | Stavanger | 100.00% | 100.00% |
| Strandgaten og Eilertsbakken Eiendomsselskap AS | Farsund | 86.20% | 86.20% |
| Søgne og Songdalen Budstikke AS | Søgne | 97.14% | 97.14% |
| Sørlandssamkjøringen AS | Mandal | 62.00% | 62.00% |
| Trafikkfondet AS | Oslo | 100.00% | 100.00% |
| TV Sør AS | Kristiansand | 100.00% | 100.00% |
| Verdens Gang AS | Oslo | 100.00% | 100.00% |
| Vestnytt AS | Fjell | 100.00% | 100.00% |
| VG Partnerstudio AS | Oslo | 100.00% | - |
| VGTV AS | Oslo | 100.00% | 100.00% |
| Webtraffic AS (previously Schibsted Norge Salg AS) | Oslo | 100.00% | 100.00% |
| Schibsted Sverige media house | Location | 2015 | 2014 |
|---|---|---|---|
| Schibsted Sverige AB | Stockholm | 100.00% | 100.00% |
| A Perfect Guide Sales Scandinavia AB | Stockholm | 91.46% | 84.50% |
| A Perfect Guide Scandinavia AB | Stockholm | 91.46% | 84.50% |
| Aftonbladet Hierta AB | Stockholm | 91.00% | 91.00% |
| Allt om Stockholm AB | Stockholm | 100.00% | 100.00% |
| Beauty The You Way AB | Stockholm | 91.00% | 91.00% |
| Bokavård Sverige AB | Stockholm | - | 51.00% |
| Compricer AB | Stockholm | 100.00% | 100.00% |
| European Factoring Exchange AB | Stockholm | 80.93% | 74.97% |
| FlexiDrive Sverige AB | Stockholm | - | 80.00% |
| HB Svenska Dagbladets AB & Co | Stockholm | 99.41% | 99.41% |
| Hittapunktse AB | Stockholm | 90.20% | 90.20% |
| Klart Vädertjänster AB | Stockholm | 100.00% | 100.00% |
| Kundkraft i Sverige AB | Stockholm | 100.00% | 100.00% |
|---|---|---|---|
| Lendo AB | Stockholm | 100.00% | 98.50% |
| Lendo OY | Helsinki | 100.00% | 98.50% |
| Lets deal AB | Stockholm | 100.00% | 51.55% |
| Mini Media Sweden AB | Stockholm | 51.00% | 51.00% |
| Mobilio Sweden AB | Stockholm | 100.00% | 85.00% |
| Omnipunktse AB | Stockholm | 100.00% | 100.00% |
| Personal Finance Sverige AB | Stockholm | 100.00% | 100.00% |
| PGME Sverige AB | Stockholm | 100.00% | 100.00% |
| Pricespy Ireland Ltd | Dublin | 100.00% | 100.00% |
| Pricespy Ltd | London | 100.00% | - |
| PriceSpy Media Ltd | Manukau | 100.00% | 100.00% |
| Prisjakt Finland OY | Helsinki | 100.00% | - |
| Prisjakt Norge AB | Stockholm | 100.00% | 100.00% |
| Prisjakt Polen Sp z.o.o | Krakow | 100.00% | 100.00% |
| Prisjakt Sverige AB | Ängelholm | 100.00% | 100.00% |
| Schibsted Centralen AB | Stockholm | 100.00% | 100.00% |
| Schibsted Lifestyle Online AB | Stockholm | 100.00% | - |
| Schibsted Media AB | Stockholm | 100.00% | 100.00% |
| Schibsted Personal Finance Bolån AB | Stockholm | 100.00% | 100.00% |
| Schibsted Sales and Inventory AB | Stockholm | 100.00% | 100.00% |
| Schibsted Tillväxtmedier AB | Stockholm | 100.00% | 100.00% |
| Schibsted Tillväxtmedier Annonsförsäljning AB | Stockholm | 100.00% | 100.00% |
| Schibsted TM AB | Stockholm | 100.00% | 100.00% |
| Schibsted TM II AB | Stockholm | 100.00% | 100.00% |
| Suredo AB | Stockholm | 100.00% | 98.50% |
| Svenska Dagbladet Annons AB | Stockholm | 99.41% | 99.41% |
| Svenska Dagbladet Holding AB | Stockholm | 99.41% | 99.41% |
| Svenska Dagbladets AB | Stockholm | 99.41% | 99.41% |
| Tecnocreative AB (previously Mediateam Bemanning AB) | Stockholm | 51.00% | 51.00% |
| TVNU Sweden AB | Stockholm | 100.00% | 100.00% |
| UR Vinintressenter AB | Stockholm | 91.46% | - |
| Viktklubbpunktse AB | Stockholm | 100.00% | 100.00% |
| Vin- & Cocktailguiden i Sverige AB | Stockholm | 68.25% | - |
| Other | Location | 2015 | 2014 |
|---|---|---|---|
| Streaming Media AS | Oslo | - | 74.62% |
| Aspiro AB | Malmö | - | 56.67% |
| Aspiro AS | Oslo | - | 56.67% |
| Aspiro Innovation AB | Malmö | - | 56.67% |
| Aspiro Søk AS | Oslo | - | 56.67% |
| Aspiro TV AS | Oslo | - | 56.67% |
| RADR Entertainment AB | Stockholm | - | 56.67% |
| Rubberduck Media Lab Inc | Carlsbad | - | 56.67% |
| SMS Opplysningen 1985 AS | Oslo | - | 56.67% |
| SMS Opplysningen 2100 AS | Oslo | - | 56.67% |
| TIDAL International AB | Malmö | - | 56.67% |
| TIDAL US AB | Malmö | - | 56.67% |
| WiMP Music AB | Malmö | - | 56.67% |
| WiMP Music ApS | Copenhagen | - | 56.67% |
|---|---|---|---|
| WiMP Music AS | Oslo | - | 56.67% |
| WiMP Music GmbH | Berlin | - | 56.67% |
| WiMP Music SP. Z O.O. | Warsaw | - | 56.67% |
| WiMP Norway AS | Oslo | - | 56.67% |
| Tesked AB | Varberg | 98.00% | 97.98% |
| Mötesplatsen i Norden AB | Varberg | 98.00% | 97.98% |
| 20 Min Holding AG | Zurich | - | 100.00% |
| 20 Min International B.V. | Rotterdam | 100.00% | 100.00% |
| E24 International AB * | Stockholm | - | 100.00% |
| Grupo 20 Minutos S.L. | Madrid | 100.00% | 100.00% |
| Schibsted Multimedia AS | Oslo | 100.00% | 100.00% |
| Schibsted Print Media AS | Oslo | 100.00% | 100.00% |
| Headquarters | Location | 2015 | 2014 |
| Schibsted Eiendom AS | Oslo | 100.00% | 100.00% |
| Schibsted ePayment AS | Oslo | 100.00% | 100.00% |
| Schibsted IT AS | Oslo | 100.00% | 100.00% |
Schibsted Products & Technology AS (previously Schibsted Payment AS) Oslo 100.00% 100.00% Schibsted Products & Technology S.L Madrid 100.00% - Schibsted Products & Technology AB (previously Plan 3 AB) Stockholm 100.00% 100.00% Schibsted Products & Technology Switzerland AG Zurich 100.00% - Schibsted Products & Technology Ltd (previously Schibsted Media Group UK Ltd) London 100.00% 100.00%
* Merged with other companies in Schibsted group.
** From joint venture to subsidiary.
Non-controlling interests (NCI) are related to the following subsidiaries:
| 2015 | 2014 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Location | Non controlling interest (%) |
Profit (loss) attributable to NCI |
Accumulated NCI |
Dividends paid to NCI |
Non controlling interest (%) |
Profit (loss) attributable to NCI |
Accumulated NCI |
Dividends paid to NCI |
|
| Finn Group | Oslo | 9.99% | 57 | 62 | 64 | 10.12% | 58 | 77 | 103 |
| Aftonbladet Hierta Group | Stockholm | 9.00% | 12 | 58 | 17 | 9.00% | 16 | 58 | 17 |
| Streaming Media Group | Oslo | - | 54 | - | 82 | 25.38% | (26) | 46 | - |
| Lets Deal AB | Stockholm | - | 2 | - | 11 | 48.45% | 15 | 15 | 3 |
| Digital Media Ventures Group |
Dublin | 50.00% | 1 | 149 | - | - | - | - | - |
| Other | 2 | 45 | 17 | (10) | 34 | 10 | |||
| Total | 128 | 314 | 191 | 53 | 230 | 133 |
| Finn Group | |
|---|---|
| 2015 | 2014 |
| 568 | 736 |
| 182 | 167 |
| 114 | 145 |
| 306 | 306 |
| 1,170 | 1,354 |
| 678 | 504 |
| 90 | 111 |
| 768 | 615 |
| 1,447 | 1,446 |
| 637 | 637 |
| 428 | 440 |
| 443 | 425 |
| 488 | 507 |
| (22) | (147) |
| (634) | (794) |
| (168) | (434) |
| (NOK million) | Note | 2015 | 2014 |
|---|---|---|---|
| Operating revenues | 2 | 33 | 71 |
| Personnel expenses | 3 | (121) | (152) |
| Depreciation and amortisation | 4 | (4) | (4) |
| Other operating expenses | 5 | (137) | (165) |
| Operating profit (loss) | (229) | (250) | |
| Financial income | 6 | 1,560 | 1,021 |
| Financial expenses | 6 | (505) | (386) |
| Net financial items | 1,055 | 635 | |
| Profit (loss) before taxes | 826 | 385 | |
| Taxes | 7 | (123) | 9 |
| Profit (loss) | 703 | 394 |
| (NOK million) | Note | 31.12.2015 | 31.12.2014 |
|---|---|---|---|
| ASSETS | |||
| Deferred tax assets | 7 | 105 | 110 |
| Property, plant and equipment and licences | 4 | 17 | 18 |
| Investments in subsidiaries | 8 | 17,561 | 17,022 |
| Investments in associates | 8 | 128 | 128 |
| Other non-current receivables | 9 | 7,775 | 5,849 |
| Non-current assets | 25,586 | 23,127 | |
| Current receivables | 9 | 700 | 438 |
| Cash and cash equivalents | 10 | 1,353 | 164 |
| Current assets | 2,053 | 602 | |
| Total assets | 27,639 | 23,729 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 113 | 108 | |
| Treasury shares | - | (1) | |
| Other paid-in capital | 4,135 | 1,447 | |
| Retained earnings | 10,541 | 10,191 | |
| Equity | 12 | 14,789 | 11,745 |
| Pension liabilities | 13 | 214 | 249 |
| Other non-current liabilities | 14 | 3,683 | 3,396 |
| Non-current liabilities | 3,897 | 3,645 | |
| Current liabilities | 14 | 8,953 | 8,339 |
| Total equity and liabilities | 27,639 | 23,729 |
Oslo, 31 March 2016 Schibsted ASA's Board of Directors
Ole Jacob Sunde Chairman of the Board
Eva Berneke
Birger Steen Arnaud de Puyfontaine Tanya Cordrey
Christian Ringnes
Rolv Erik Ryssdal CEO
Ingunn Saltbones Finn E. Våga
Jonas Fröberg Eugénie Van Wiechen
| (NOK million) | Note | 2015 | 2014 |
|---|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | |||
| Profit (loss) before taxes | 826 | 385 | |
| Depreciation and amortisation | 4 | 4 | 3 |
| Impairment loss on shares (net reversal of impairment loss) | 6 | (113) | 79 |
| Net loss on sale of non-current assets | 6 | 42 | - |
| Share-based payment | 1 | (6) | |
| Group contributions included in financial income | 6 | (652) | (247) |
| Change in current assets | 141 | (1,322) | |
| Change in current liabilities | 722 | (5,128) | |
| Difference between pension cost and cash flow related to pension plans | (5) | 11 | |
| Net cash flow from operating activities | 966 | (6,225) | |
| CASH FLOW FROM INVESTING ACTIVITIES | |||
| Purchase of intangible assets and property, plant and equipment | 4 | (2) | (4) |
| Change in non-current assets | 9 | (1,926) | 4,466 |
| Acquisition of shares | (293) | - | |
| Sale of shares | 122 | - | |
| Net cash flow from investing activities | (2,099) | 4,462 | |
| CASH FLOW FROM FINANCING ACTIVITIES | |||
| Capital increase – placement of shares | 12 | 2,634 | - |
| Change in non-current interest-bearing borrowings | 14 | 314 | (2) |
| Change in current interest-bearing borrowings | 14 | (483) | 750 |
| Change in non-current accruals on obligations | - | 1 | |
| Group contributions received (net) | 159 | 921 | |
| Dividends paid | 12 | (376) | (376) |
| Purchase / sale of treasury shares | 12 | 74 | 26 |
| Net cash flow from financing activities | 2,322 | 1,320 | |
| Merger effect | - | 600 | |
| Net increase (decrease) in cash and cash equivalents | 1,189 | 157 | |
| Cash and cash equivalents as at 1.1 | 164 | 7 | |
| Cash and cash equivalents as at 31.12 | 10 | 1,353 | 164 |
All amounts are in NOK million unless otherwise stated
NOTE 1: ACCOUNTING POLICIES NOTE 2: OPERATING REVENUES NOTE 3: PERSONNEL EXPENSES AND MAN-YEARS NOTE 4: PROPERTY, PLANT AND EQUIPMENT AND LICENCES NOTE 5: OTHER OPERATING EXPENSES NOTE 6: FINANCIAL ITEMS NOTE 7: TAXES NOTE 8: INVESTMENTS IN SHARES NOTE 9: NON-CURRENT AND CURRENT ASSETS NOTE 10: CASH AND CASH EQUIVALENTS NOTE 11: SHAREHOLDER STRUCTURE NOTE 12: EQUITY NOTE 13: PENSION PLANS NOTE 14: NON-CURRENT AND CURRENT LIABILITIES NOTE 15: GUARANTEES AND PROVISIONS OF SECURITY
The financial statements of Schibsted ASA have been prepared in accordance with the provisions of the Norwegian Accounting Act and Generally Accepted Accounting Principles in Norway.
Operating revenues are recognised when the service is rendered.
Assets and liabilities related to the normal operating cycle are classified as current assets and current liabilities. Receivables and liabilities not related to the normal operating cycle are classified as current if they are of a shortterm nature, normally due within one year. Shares and other investments not intended for continued use or ownership are classified as current assets. Other assets and liabilities are classified as non-current.
Shares are measured at cost and impairment loss is recognised if the carrying amount exceeds the recoverable amount. The impairment is reversed if the basis for the write-down is no longer present.
Group contributions received are included in financial income provided that the Group contribution received does not represent a repayment of capital invested. Group contributions that represent a repayment of capital invested are accounted for as a reduction in the cost of investments in subsidiaries. Net Group contributions payable (gross Group contributions less the associated tax effect) are included in the cost of investments in subsidiaries. Dividends from subsidiaries and associates are included in financial income.
Gain on intra-group sales of subsidiaries, in excess of retained earnings of the subsidiaries sold, is recognised as deferred income and classified as non-current liabilities.
Property, plant and equipment and intangible assets are measured at cost less accumulated depreciation, amortisation and impairment. Property, plant and equipment and intangible assets with limited economic lives are depreciated over the expected economic life. An impairment loss is recognised if the carrying amount exceeds the recoverable amount. The recoverable amount is the higher of net sales value and the present value of future cash flows expected to be generated. Impairment losses are reversed if the basis for the impairment is no longer present.
Leases are classified as either finance leases or as operating leases. Leases that transfers substantially all the risks and rewards incidental to the asset are classified as finance leases. Other leases are classified as operating leases.
When Schibsted ASA is lessee in a finance lease, the leased asset and the liability related to the lease are recognised in the balance sheet. Depreciable leased assets are depreciated systematically over the useful life of the asset. Lease payments are apportioned between interest expense and reduction of the liability.
Lease payments related to operating leases are recognised as expenses over the lease term.
Foreign currency monetary items are translated at the closing rate at the date of the balance sheet. Foreign currency gains and losses are reported in the income statement in the lines Financial income and Financial expenses respectively.
Trade receivables are measured at fair value including allowance for bad debt.
The cost of acquisition and proceeds from sale of treasury shares are offset against equity.
Schibsted ASA has chosen, in accordance with NRS 6, to use measurement and P&L classification rules according to IAS 19R – Employee Benefits.
Pension liabilities related to defined benefit plans are measured at the net present value of future pension benefits earned at the balance sheet date. Plan assets are measured at fair value.
As a result of the application of IAS 19R, the periods' net interest expense is now calculated by applying the discount rate for the liability at beginning of period to the net liability. Net interest expense consists therefore of interest on the obligation and return on assets, both calculated using the discount rate.
Changes in net pension obligation as a result of premium payments and pension payments are taken into account. The difference between the actual and the recorded return on plan assets are recognised with final effect directly as other equity.
Current service cost and net interest income (expense) are recognised immediately. Current service cost is classified as payroll expenses in the income statement, while net interest income (expenses) are classified as financial items. Changes in value, both assets and liabilities are recorded with final effect directly as other equity.
Past service cost which is the change in present value of the defined benefit obligation resulting from a plan amendment or curtailment is recognised when the plan amendment or curtailment occurs. A plan amendment occurs when a defined benefit plan is introduced or withdrawn, or the benefits under and existing defined benefit plan changes. A curtailment occurs when the number of employees covered by a plan is significantly reduced.
For pension plans as defined as contribution plans, for accounting purposes, the contribution payable is recogniced as pension cost.
In equity-settled share-based payment transactions with employees, the fair value of the employee services and the corresponding equity increase are measured by reference to the fair value of the equity instruments granted. The fair value of equity instruments granted is measured at grant date, and recognised as personnel expenses and equity increase immediately or over the vesting period when performance vesting conditions require an employee to serve over a specified time period.
The estimated number of equity instruments expected to vest are remeasured at each reporting date. The amount recognised as an expense is adjusted to reflect the number of equity instruments which are expected to be, or actually become vested.
In cash-settled share-based payment transactions with employees, the employee services and the incurred liability are measured at the fair value of the liability. The employee services and the liability are recognised immediately or over the vesting period when performance vesting conditions require an employee to serve over a specified time period. Until the liability is settled, the fair value of the liability is revised at each balance sheet date and at settlement date, with changes in fair value recognised in profit or loss.
Restructuring costs are recognised in accordance with the matching principle and therefore expenses not related to revenues in future periods are charged to expense when incurred. Restructuring costs are incurred when a restructuring plan is approved and announced.
Income taxes are calculated from the profit (loss) before tax and comprise taxes payable and the change in deferred taxes. Deferred tax assets and liabilities are calculated in accordance with the liability method without discounting and provided for all differences between the carrying amount in the balance sheet and the tax base of assets and liabilities, and for unused tax losses. Deferred tax assets are recognised only when it is expected that the benefit can be utilised through sufficient taxable profits from expected future earnings.
Contingent liabilities are recognised when it is more probable than not that the liability will become effective. The best estimate of the amount to be paid is included in other provisions in the balance sheet. Other obligations, for which no liability is recognised, are disclosed in notes to the financial statements.
The dividend for the financial year, as proposed by the Board of Directors, is recognised as a liability as at 31.12.
The statement of cash flows is prepared using the indirect method. Cash and cash equivalents include cash, bank deposits and other monetary instruments with a maturity of less than three months at the date of purchase.
Operating revenues consist of:
| 2015 | 2014 | |
|---|---|---|
| Operating revenues | 33 | 71 |
| Total | 33 | 71 |
Operating revenues consist of consultant fees and income from lease of office premises, as well as fees for subsidiaries' participation in programmes for management and organisational development.
Personnel expenses consist of:
| 2015 | 2014 | |
|---|---|---|
| Salaries and wages | 74 | 101 |
| Social security costs | 13 | 17 |
| Net pension expense (note 13) | 14 | 19 |
| Other personnel expenses | 5 | 5 |
| Share-based payment | 15 | 10 |
| Total | 121 | 152 |
The number of man-years, including trainees, was 74 in 2015 (94 in 2014). Note 27 Personnel expenses and share-based payment to the consolidated financial statements contains further information concerning auditor's fee and remuneration to management, including share-based payment.
| Equipment, furniture and similar assets |
Licences | |
|---|---|---|
| Cost as at 1.1.2015 | 24 | 10 |
| Additions | 1 | 1 |
| Disposals | (1) | - |
| Cost as at 31.12.2015 | 24 | 11 |
| Accumulated depreciation and amortisation 1.1.2015 |
(14) | (1) |
| Accumulated depreciation on disposed items | 1 | - |
| Depreciation and amortisation for the year | (2) | (2) |
| Accumulated depreciation and amortisation 31.12.2015 |
(15) | (3) |
| Carrying amount 31.12.2015 | 9 | 8 |
| Depreciation method | Straight line | Straight line |
| Depreciation period | 3–10 years | 3–5 years |
The depreciation and amortisation for the year include depreciation of leasehold improvements of NOK 1 million. Operating lease payments of NOK 31 million are expensed in 2015 and consist mainly of leased computer technology amounted to 7 million and leased office premises amounted to 22 million with a remaining lease term of 3.5 years with an option to extend for another 2 years and 9 months.
| 2015 | 2014 | |
|---|---|---|
| Rent and maintenance (note 4) | 31 | 31 |
| Office and administrative expenses | 14 | 25 |
| Professional fees | 52 | 67 |
| Travel, meetings and marketing | 40 | 42 |
| Total | 137 | 165 |
| 2015 | 2014 | |
|---|---|---|
| Interest income | 22 | 29 |
| Interest income group Cash-Pool (note 10) | 171 | 165 |
| Group contributions received | 652 | 247 |
| Dividends from subsidiaries | 123 | 125 |
| Dividends from associates | 214 | 385 |
| Net reversal of impairment loss on shares |
113 | - |
| Gain on sale of shares | 27 | - |
| Foreign exchange gain (agio) | 238 | 70 |
| Total | 1,560 | 1,021 |
The net reversal of impairment losses on shares in 2015 relates to impairment loss on Schibsted Eiendom AS of NOK 77 million, Schibsted IT AS of NOK 22 million and Schibsted Products & Technology AS of NOK 20 million, as well as reversal of impairment loss from previous years related to Schibsted Multimedia AS of NOK 155 million and Schibsted Print Media AS of NOK 77 million.
By intra-group sales of Schibsted Forlag in 2012, the gain in excess of retained earnings of the subsidiary sold was recognised as deferred income and classified as non-current liabilities (note 14 Non-current and current liabilities). In 2015 Schibsted Forlag has been sold out of the Schibsted Group, and the gain of NOK 27 million is now classified as financial income.
Foreign exchange gain relates primarily to bank accounts, see note 14 Non-current and current liabilities.
| 2015 | 2014 | |
|---|---|---|
| Interest expenses | 83 | 89 |
| Interest expenses cash pool system (note 10) |
46 | 82 |
| Interest expenses on pension plans (note 13) | 5 | 7 |
| Impairment loss on shares | - | 79 |
| Loss on sale of shares | 70 | - |
| Foreign exchange loss (disagio) | 283 | 108 |
| Other financial expenses | 18 | 21 |
| Total | 505 | 386 |
Interest expenses of NOK 83 million relates to bond issues. In 2014 this interest expense was NOK 84 million.
Impairment losses on shares in 2014 relates to Schibsted Products & Technology AS of NOK 21 million, Schibsted Eiendom AS of NOK 54 million and Schibsted IT AS of NOK 4 million.
Loss on sale of shares of NOK 70 million relates to the liquidation of Streaming Media AS in 2015, see note 8 Investments in shares.
Foreign exchange loss of NOK 283 million relates to financial derivatives of NOK 70 million, non-current loans of NOK 60 million, current loans of NOK 15 million as well as disagio from bank accounts of NOK 138 million.
Other financial expenses relate primarily to fees related to financial instruments and bank transactions.
| 2015 | 2014 | |
|---|---|---|
| Profit (loss) before taxes | 826 | 385 |
| Dividends and tax free group contributions received |
(327) | (499) |
| Group contributions payable | (445) | (87) |
| Other permanent differences | (71) | 75 |
| Change in temporary differences | 10 | 160 |
| Effect of changes in accounting policy and unrecognised actuarial gain (loss) in the pension liability |
30 | (34) |
| Effect of Capital increase costs, recognised in equity (note 12) |
(23) | - |
| Taxable income | - | - |
| Tax rate | 27% | 27% |
| 2015 | 2014 | |
|---|---|---|
| Temporary differences related to: | ||
| Property, plant and equipment | (1) | (1) |
| Pension liabilities | (214) | (249) |
| Other current liabilities | (203) | (157) |
| Total basis for deferred tax asset | (418) | (407) |
| Tax rate | 27% | 27% |
| Net deferred tax liability (asset) with 27% tax |
(113) | (110) |
| The effect on Net deferred tax liability (asset) related to change in tax rate from 27% to 25% |
8 | - |
| Net deferred tax liability (asset) | (105) | (110) |
| 2015 | 2014 | |
|---|---|---|
| Profit (loss) before taxes | 826 | 385 |
| Tax charged based on nominal rate | 223 | 104 |
| Tax effect permanent differences | (107) | (115) |
| Tax related to change in tax rate from 27% to 25% on deferred tax |
8 | - |
| Previous years inadequate accrued tax | (1) | 2 |
| Taxes | 123 | (9) |
| 2015 | 2014 | |
|---|---|---|
| Calculated taxes payable | - | - |
| Change in net deferred tax asset | (3) | (43) |
| Tax related to change in tax rate on deferred tax |
8 | - |
| Tax related to Capital increase costs, recognised in equity (note 12) |
6 | - |
| Tax related to changes in accounting policy and unrecognised actuarial gain (loss) in the pension liability |
(8) | 9 |
| Tax related to Group contributions payable | 120 | 23 |
| Previous years inadequate provision accrued tax |
- | 2 |
| Taxes | 123 | (9) |
| Shares in subsidiaries, directly-owned ** | Ownership % 31.12.2015 |
Location | Carrying amount 2015 |
Carrying amount 2014 |
|
|---|---|---|---|---|---|
| Schibsted Norge AS | 100.00% | Bergen | 3,649 | 3,649 | |
| Schibsted Eiendom AS | 100.00% | Oslo | 81 | 155 | |
| Schibsted Multimedia AS | 100.00% | Oslo | 11,792 | 11,373 | |
| Schibsted Print Media AS | 100.00% | Oslo | 246 | 171 | |
| Schibsted Sverige AB | 100.00% | Stockholm | 63 | 63 | |
| Schibsted IT AS | 100.00% | Oslo | - | - | |
| Schibsted Products & Technology AS ( previously Schibsted Payment AS) | 100.00% | Oslo | - | 5 | |
| Schibsted Products & Technology UK Ltd | 100.00% | London | 263 | - | |
| Schibsted ePayment AS | 100.00% | Oslo | 14 | - | |
| Streaming Media AS (liquidated in 2015, see note 6) | - | Oslo | - | 191 | |
| Finn.no AS * | 40.00% | Oslo | 1,427 | 1,413 | |
| Schibsted Vekst AS * | 10.00% | Oslo | 26 | 2 | |
| Schibsted Tech Polska sp. z.o.o * | 1.00% | Krakow | - | - | |
| Total | 17,561 | 17,022 |
* The companies are subsidiaries of Shibsted ASA through direct and indirect ownership interests. See note 34 Subsidiaries to the consolidated financial statements for information on total ownership interests in subsidiaries.
**The table shows only directly owned shares in subsidiaries. The Group also has indirect ownership in other subsidiaries, specified in note 34 Subsidiaries to the consolidated financial statements.
The shares in Schibsted ePayment AS was acquired from Schibsted Product & Technology AS in an intra-group transaction in January 2015.
Group contributions payable (net) is capitalised as part of investments, a total of NOK 325 million.
| Ownership % | Carrying | ||||
|---|---|---|---|---|---|
| Shares in associates | 31.12.2015 | Location | amount | Equity | Profit (loss) |
| Polaris Media ASA | 28.99% | Trondheim | 127 | 1,583 | 938 |
| Svanedamsveien 10 AS | 25.00% | Kristiansand | 1 | 58 | 3 |
| Total | 128 |
The fair value of the shares in Polaris Media ASA is NOK 271 million as at 31.12.2015.
Non-current and current receivables consist of:
| Non-current | Current | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Group companies' liabilities in cash-pool (note 10) | 7,750 | 5,836 | - | - |
| Other receivables from Group companies | 16 | - | 667 | 390 |
| Other receivables | 9 | 13 | 33 | 48 |
| Total | 7,775 | 5,849 | 700 | 438 |
Non-current receivables from Group companies in 2015 consist of a loan to ASM Classificado de México SA de CV of NOK 15 million and a loan to Sentinel Software AS of NOK 1 million.
Schibsted ASA is the ultimate parent of Schibsted multi-currency corporate cash-pool system in Danske Bank in which almost all the subsidiaries in the Nordic countries are included. The Corporate cash-pool system is established to contribute to an optimal liquidity management for Schibsted. Net assets in the cash-pool as at 31.12.2015 amounts to NOK 1,352 million of total bank deposits of NOK 1,353 million.
The corporate cash-pool system implies that Schibsted ASA has a facility account in Danske Bank. Schibsted ASA is the bank's contractual customer, and it is on the facility account that receivables or liabilities (funds or overdrafts) with the bank emerges. For each company Schibsted ASA associates to the facility account, the Danske Bank create one or more retail bank accounts with the individual associated company as account holder. Facility account and retail accounts together constitute the group account system. It is a prorata responsibility related to the cash pool arrangement.
Through the retail bank accounts money is transferred to/from the associates to/from the facility account. Each time a retail bank account receives money, it occurs in principle a claim on the owner of the facility account, and each time it is paid from a retail bank account arises debt to the owner of the facility account. Payments from retail account can only be made if it is deposited funds on the facility account.
The subsidiaries' withdrawals and funds at retail accounts are classified as receivables and liabilities in Schibsted ASA's balance sheet. Liabilities are classified in their entirety as current. The classification of receivables as current or non-current depends on agreement with each subsidiary. As at 31.12.2015 the receivables is long-term in its entirety.
Of liability to group companies as at 31.12.2015 NOK 7,754 million consists of funds in retail account (note 14 Non-current and current liabilities), and receivables from group companies amounts to NOK 7,750 million as withdrawals on retail account (note 9 Non-current and current receivables). Interest from receivables and liabilities are estimated with market terms.
See note 18 Cash and Cash equivalents to the consolidated financial statements.
| Number of A-shares |
Number of B-shares |
Toal number of shares |
Ownership | Voting share | |
|---|---|---|---|---|---|
| Blommenholm Industrier AS | 28,188,589 | 28,598,589 | 56,787,178 | 25.1 % | 26.0 % |
| Folketrygdfondet | 5,656,577 | 8,020,577 | 13,677,154 | 6.1 % | 5.4 % |
| NWT Media AS | 4,000,000 | 4,150,000 | 8,150,000 | 3.6 % | 3.7 % |
| Deutsche Bank AG | 1,766,291 | 6,329,387 | 8,095,678 | 3.6 % | 2.0 % |
| J.P.Morgan Chase Bank N.A. London | 2,882,283 | 5,107,283 | 7,989,566 | 3.5 % | 2.8 % |
| Goldman Sachs & Co – Equity, Security Client Segregation | 2,314,535 | 3,750,368 | 6,064,903 | 2.7 % | 2.3 % |
| UBS AG, London Branch | 3,262,957 | 2,499,298 | 5,762,255 | 2.6 % | 2.9 % |
| The Northern Trust company Ltd | 3,200,000 | 2,422,000 | 5,622,000 | 2.5 % | 2.9 % |
| State Street Bank and Trust Co | 2,208,693 | 2,308,604 | 4,517,297 | 2.0 % | 2.0 % |
| J.P.Morgan Chase Bank N.A. London | 1,760,994 | 1,760,994 | 3,521,988 | 1.6 % | 1.6 % |
| Morgan Stanley & Co. LLC | 1,347,632 | 1,773,489 | 3,121,121 | 1.4 % | 1.3 % |
| State Street Bank and Trust Co | 1,492,340 | 1,511,352 | 3,003,692 | 1.3 % | 1.4 % |
| UBS AG, London Branch | 1,358,869 | 1,416,230 | 2,775,099 | 1.2 % | 1.3 % |
| Clearstream Banking S.A | 2,304,808 | 451,762 | 2,756,570 | 1.2 % | 2.0 % |
| The Northern Trust Co. | 1,289,482 | 1,238,163 | 2,527,645 | 1.1 % | 1.2 % |
| The Bank Of New York Mellon | 1,112,609 | 1,334,047 | 2,446,656 | 1.1 % | 1.0 % |
| Morgan Stanley & Co International | 1,052,121 | 1,118,675 | 2,170,796 | 1.0 % | 1.0 % |
| Adelphi Investment Funds Public | 1,155,964 | 976,527 | 2,132,491 | 0.9 % | 1.0 % |
| State Street Bank & Trust Company | 1,018,342 | 1,096,544 | 2,114,886 | 0.9 % | 0.9 % |
| Baillie Gifford Glalpha Pen | 1,040,706 | 1,040,706 | 2,081,412 | 0.9 % | 1.0 % |
| Total 20 largest shareholders | 68,413,792 | 76,904,595 | 145,318,387 | 64.3 % | 63.7 % |
* The shareholders are based on the public VPS list. For further information regarding the underlying ownership, see the chapter Shareholder information in Schibsted's annual report.
| Number of A-shares |
Number of B-shares |
Total number of shares |
|
|---|---|---|---|
| Ole Jacob Sunde (Chairman of the Board) | 40,000 | 100,000 | 140,000 |
| Tanya Cordrey (Member of the Board) | - | - | - |
| Birger Steen (Member of the Board) | - | - | - |
| Christian Ringnes (Member of the Board) | 40,000 | 40,000 | 80,000 |
| Eva Berneke (Member of the Board) | 4,020 | 4,020 | 8,040 |
| Arnaud De Puyfontaine (Member of the Board) | - | - | - |
| Eugénie Van Wiechen (Member of the Board) | - | - | - |
| Ingunn Saltbones (Employee representative) | 290 | 240 | 530 |
| Finn Våga (Employee representative) | 96 | 96 | 192 |
| Jonas Fröberg (Employee representative) | - | - | - |
| Rolv Erik Ryssdal | 20,072 | 20,217 | 40,289 |
| Trond Berger | 4,140 | 12,605 | 16,745 |
| Sondre Gravir | 4,292 | 1,315 | 5,607 |
| Raoul Grünthal | 17,196 | 11,738 | 28,934 |
| Rian Liebenberg | 1,633 | - | 1,633 |
| Didrik Munch | 13,507 | 7,543 | 21,050 |
| Lena K. Samuelsson | 8,967 | 5,597 | 14,564 |
| Gianpaolo Santorsola | 8,347 | 1,426 | 9,773 |
| Terje Seljeseth | 6,653 | 9,020 | 15,673 |
| Tina Stiegler | 530 | 530 | 1,060 |
| Total Board of Directors and Group Management | 169,743 | 214,347 | 384,090 |
The total number of issued shares in Schibsted ASA is 108,003,615 A-shares and 118,803,976 B-shares as at 31.12.2015. The B-shares have one vote per share while the A-shares have 10 votes per share. The number of shareholders as at 31.12.2015 is 4,884. Foreign ownership is 57.01% (51.56% in 2014). Treasury shares as at 31.12.2015 comprise 314,079 A-shares and 565,204 B-shares.
The Annual Shareholders' Meeting has given the Board authorisation to acquire up to 10% of the Company's shares as treasury shares. The authorisation was renewed at the Annual Shareholders' Meeting on 8 May 2015 for a period until the Annual Shareholders' Meeting in 2016. At the Annual Shareholders' Meeting on 11 May 2016 the Board will propose a resolution to extend the authorisation for the Board to acquire and dispose of up to 10% of the share capital in Schibsted ASA according to the Norwegian public limited liability companies act under the conditions evident from the notice of the Annual Shareholders' Meeting.
Ole Jacob Sunde is also member of the Board in Blommenholm Industrier.
The development in the company's equity in 2015 is as follows:
| Share capital |
Treasury shares |
Other paid-in capital |
Retained earnings |
Total | |
|---|---|---|---|---|---|
| Equity as at 31.12.2014 | 108 | (1) | 1,447 | 10,191 | 11,745 |
| Capital increase – placement of shares | 5 | - | 2,635 | - | 2,640 |
| Change in treasury shares | - | 1 | 53 | 20 | 74 |
| Unrecognised actuarial gain (loss) in pension plans | - | - | - | 22 | 22 |
| Profit (loss) | - | - | - | 703 | 703 |
| Dividend | - | - | - | (395) | (395) |
| Equity as at 31.12.2015 | 113 | - | 4,135 | 10,541 | 14,789 |
Schibsted ASA's share capital consists of 108,003,615 A-shares of NOK 0.50 par value and 118,803,976 B-shares of NOK 0.50 par value. The par value of treasury shares is presented on a separate line within other paid-in capital with a negative amount.
On 8 May 2015, the Annual General Meeting of Schibsted ASA approved a split of the Company's shares and establishing of a new class of B-shares. The split was completed 1 June 2015 and the shareholders received one B-share for each A-share. The B-shares are low-voting shares with one vote per share while the A-shares have 10 votes per share.
In September 2015 Schibsted completed a capital increase of 10,800,361 B-shares, equal to 5% of the existing total share capital of the company. The capital increase was completed at an offer price of NOK 246 per share, which gives a gross capital increase of NOK 2,657 million. Expenses related to the capital increase amount to NOK 23 million. Net expenses after taxes was NOK 17 million.
No shareholder may own or vote at the Annual Shareholders' Meeting for more than 30% of the shares.
The company is obliged to have an occupational pension scheme in accordance with the Act on Mandatory Company Pensions ("Lov om obligatorisk tjenestepensjon"). The company's pension scheme meets the requirements of the Act.
As at 31.12.2015 the company's pension plan had 78 members (94 as at 31.12.2014). Note 21 Pension Plans to the consolidated financial statements contains further description of the pension plans and the principal assumptions applied.
Schibsted ASA has chosen, in accordance with NRS 6, to use measurement and profit and loss classification rules according to IAS 19R – Employee Benefits. See Note 1 Accounting policies.
| 2015 | 2014 | |
|---|---|---|
| Current service cost | 10 | 16 |
| Net interest cost on pension liabilities | 4 | 7 |
| Net pension expense – defined benefit plans |
14 | 23 |
| Pension expense – defined contribution plans |
5 | 3 |
| Net pension expense | 19 | 26 |
| Pension expense recognised as Personnel expenses |
14 | 19 |
| Pension expense recognised as Financial expenses |
5 | 7 |
| 2015 | 2014 | |
|---|---|---|
| Present value of funded defined benefit | ||
| obligations | 54 | 65 |
| Fair value of plan assets | (48) | (54) |
| Present value (net of plan assets) | ||
| of funded defined benefit obligations | 6 | 11 |
| Present value of unfunded defined | ||
| benefit obligations | 208 | 238 |
| Pension liabilities | 214 | 249 |
| Social security tax included in present | ||
| value of defined benefit obligations | 26 | 31 |
| 2015 | 2014 | |
|---|---|---|
| As at 1.1 | 249 | 203 |
| Net pension expense | 14 | 23 |
| Contributions / benefits paid | (19) | (11) |
| Unrecognised actuarial gain (loss) recognised in equity (incl. tax) |
(30) | 34 |
| As at 31.12 | 214 | 249 |
| 2015 | 2014 | |
|---|---|---|
| Actuarial gains and losses arising from changes in financial assumptions |
(26) | 41 |
| Other effects of remeasurement (experience deviation) |
(4) | (7) |
| Remeasurement of defined benefit obligations |
(30) | 34 |
| Current | Non-current | ||||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| Liabilities to credit institutions | 267 | 298 | 548 | 320 | |
| Bond issues | - | 400 | 1,800 | 1,800 | |
| Financial derivatives | - | 52 | 168 | 82 | |
| Financial derivatives, unrealised loss on forward contracts | 17 | 6 | - | - | |
| Deferred income from sale of subsidiaries * | - | - | 1,157 | 1,184 | |
| Dividends accrued | 395 | 376 | - | - | |
| Group companies receivables in cash-pool (note 10) ** | 7,754 | 7,024 | - | - | |
| Other liabilities to Group companies | 452 | 96 | - | - | |
| Accrued interest | 28 | 33 | - | - | |
| Trade creditors | 3 | 2 | |||
| Public duties payable | 8 | 11 | |||
| Taxes payable (note 7) | - | 2 | - | - | |
| Other liabilities | 29 | 39 | 10 | 10 | |
| Total | 8,953 | 8,339 | 3,683 | 3,396 |
* Gain on intra-group sales of subsidiaries, in excess of retained earnings of the subsidiaries sold, are recognised as deferred income, see note 6 Financial items.
** Interest rate used on Group companies' balance on retail accounts in the Cash Pool is estimated with market terms (note 10 Cash and cash equivalents).
Funding and control of refinancing risk is handled by Group treasury on the parent company level. Schibsted has a diversified loan portfolio both in terms of loan sources and maturity profile. The most important funding sources are the Norwegian bond market and banks.
For management of interest rate risk and currency risk, see note 9 Financial Risk Management and note 22 Interest-bearing Borrowings to the consolidated financial statements.
Schibsted ASA did not issue any bonds during 2015, but repaid a FRN of NOK 400 million at maturity in December. The total volume of bonds and floating rate notes issued are NOK 1,800 million as at 31.12.2015:
| Current | Non-current | Interest rate | |||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| ISIN NO0010593262 (2010-2015) | - | 400 | - | - | FRN: Nibor 3 months + 205 bps |
| ISIN NO0010637176 (2012-2017) | - | - | 500 | 500 | FRN: Nibor 3 months + 215 bps |
| ISIN NO0010637275 (2012-2019) | - | - | 300 | 300 | 5.9% |
| ISIN NO0010667843 (2012-2022) | - | - | 250 | 250 | 5.4% |
| ISIN NO0010667850 (2012-2022) | - | - | 150 | 150 | FRN: Nibor 3 months + 250 bps |
| ISIN NO0010710569 (2014-2021) | - | - | 600 | 600 | FRN: Nibor 3 months + 110 bps |
| Total Bond issues | - | 400 | 1,800 | 1,800 | |
| Den Nordiske Investeringsbank, NOK | 27 | 27 | 67 | 94 | FRN: Nibor 6 months + 50 bps |
| Den Nordiske Investeringsbank, EUR 50 million | - | - | 481 | - | FRN: Nibor 6 months + 50 bps |
| Eksportfinans 5Y EUR 25 million | 240 | - | - | 226 | FRN: Nibor 3 months + 43,75 bps |
| Skandinaviske Enskilda Bank, EUR 30 million | - | 271 | - | - | 1,15% |
| Total Liabilities to credit institutions | 267 | 298 | 548 | 320 |
As at 31.12.2015 Schibsted has the following cross currency swaps, which mature in 2017–2019:
| Currency | Currency payment |
NOK receive |
Interest rate | Current liabilities |
Non-current liabilities |
|
|---|---|---|---|---|---|---|
| Cross currency swap | EUR | 21 | 195 | Nibor 3 months + margin | - | 6 |
| Cross currency swap | EUR | 38 | 315 | Nibor 3 months + margin | - | 50 |
| Cross currency swap | EUR | 50 | 405 | Nibor 3 months + margin | - | 76 |
| Cross currency swap | SEK | 392 | 400 | Nibor 6 months + margin | - | 11 |
| Cross currency swap | SEK | 200 | 185 | Nibor 3 months + margin | - | 25 |
| Total | - | 168 |
The cross currency swap agreements are linked to bonds and floating rate notes and matches the payments completely during the contract period. The fair value of the agreements was NOK (171) million as at 31.12.2015 compared to NOK (136) million as at 31.12.2014. The agreements are accounted for as hedges and unrealized loss on forward contracts is presented as current liabilities with NOK (17) million as at 31.12.2015 compared to NOK (6) million as at 31.12.2014.
Schibsted ASA has a bank loan of EUR 25 million. This loan was entered into in January 2011 and expires in January 2016. There are no installments before maturity date. The interest terms on the loan are based on Euribor with the addition of a margin.
Schibsted ASA has a bank loan of NOK 94 million. The loan has a term of 12 years from 2007 and the interest terms are six month Nibor with the addition of a margin. The loan has a repayment schedule with installments twice a year.
Schibsted ASA has a bank loan of EUR 50 million. The loan has a term of 10 years from 2015 and the interest terms are six month Euribor with the addition of a margin. The loan has a repayment schedule with installments twice a year from 2019.
Schibsted ASA has repaid a bank loan in January 2015. The loan amounted to EUR 30 million as at 31.12.2014.
Schibsted has two long-term revolving credit facilities of totally EUR 425 million. The facility of EUR 300 million entered into in 2014 has a term of five year plus two extension options each of one year. In 2015 the first option was exercised and final maturity will be in either 2020 or 2021 depending on whether the other extension option is exercised or not. The other facility of EUR 125 million was entered into in 2013 and expires in 2018. For both facilities the lenders consists of seven Nordic and international banks. The facilities have interest terms based on Euribor with the addition of a margin. Schibsted must pay a commitment fee to maintain the facilities' availability. The commitment fee is calculated as a percentage of the loan margin, on the undrawn part of the facilities. None of the facilities were drawn as of year-end 2015 and the total available amount is NOK 4,088 million.
Schibsted's loan agreements contain financial covenants regarding the ratio of net interest-bearing debt (NIBD) to gross operating profit (EBITDA). The reported ratio was well within the financial covenants as at 31.12.2015. See note 9 Financial risk management – Liquidity risk to the consolidated financial statements.
| 2015 | 2014 | |
|---|---|---|
| Other guarantees on behalf of | ||
| Group companies | 571 | 288 |
| Other guarantees | 5 | 7 |
| Total | 576 | 295 |
A guarantee of up to NOK 525 million to Danske Bank is included in other guarantees on behalf of Group companies. The amount relates to guarantees for tax withholdings and other guarantees, as well as guarantees regarding some subsidiaries' unsecured pension liabilities of NOK 46 million related to key management personnel.
Other guarantees include a guarantee of unfunded pension liabilities of NOK 3.5 million and guarantees related to loans to employees in the Group of NOK 1.5 million. Note 27 Personnel expenses and share-based payment in the consolidated financial statements contains further information regarding loans to members of the Group management.
For significant lease agreements Schibsted ASA has issued parent company guarantee as security for payment of office rent.
We confirm that, to the best of our knowledge, the financial statements for the period from 1 January to 31 December 2015 have been prepared in accordance with applicable accounting standards and give a true and fair view of assets, liabilities, financial position and profit or loss of the Company and the Group taken as a whole and that the Board of Directors' report includes a fair review of the development and performance of the business and the position of the Company and the Group taken as a whole, together with a description of the principal risks and uncertainties that they face.
Oslo, 31 March 2016 Schibsted ASA's Board of Directors
Ole Jacob Sunde
Chairman of the Board
Birger Steen Tanya Cordrey
Eva Berneke Christian Ringnes Arnaud de Puyfontaine
Eugénie Van Wiechen Ingunn Saltbones Finn E. Våga
Jonas Fröberg Rolv Erik Ryssdal CEO
Schibsted ASA Apotekergaten 10 PO Box 490 Sentrum NO-0105 Oslo, Norway
Phone +47 23 10 66 00 Fax +47 23 10 66 01 [email protected]
www.schibsted.com
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