The body which owns The Guardian has, unusually, appointed a 13th director as it approaches a crunch decision over whether or not to sell The Observer.
The Scott Trust is a limited company which owns Guardian Media Group (the publisher of The Guardian and The Observer).
The appointment of former investment banker Jonathan Paine to the Scott Trust board this week brings its total membership to 13.
Press Gazette understands that 75% of the directors of the Scott Trust would need to give their approval for the disposal of The Observer to go ahead.
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The Scott Trust has already given GMG the green light to negotiate exclusively with Tortoise Media over the sale of The Observer and the transfer of 70 staff.
Press Gazette understands it is now considering at least one other offer for The Observer brought by a rival consortium.
According to the latest Articles of Association for the Scott Trust Ltd, 75% of the directors must agree to a “decision in relation to the disposal, directly or indirectly, of the whole or a significant part of the Guardian”.
Given the 70 editorial staff of The Observer contribute significant amounts of content to The Guardian website it would appear that this clause will be enacted.
The Articles also limit membership of the Scott Trust board to 12, unless 75% of members give written approval to extend this number.
Two Observer insiders spoken to by Press Gazette said there was unease amongst staff about the unusual appointment of a 13th Scott Trust member at this time. Some staff feel there is a lack of transparency over how and why Scott Trust members are recruited.
Asked to explain the recruitment process for the extra Scott Trust member, a spokesperson for Guardian News and Media said: “Non-executive director roles are advertised and follow an open and rigorous recruitment process.”
What is The Scott Trust?
The object of the The Scott Trust is to “preserve the financial position and editorial independence of The Guardian in perpetuity and, subsidiary to that, to promote the causes of freedom of the press and liberal journalism both in Britain and elsewhere”.
The body has come under huge pressure since news emerged that it was looking at selling The Observer to Tortoise Media in September.
The journalists of The Guardian and Observer passed a vote of no confidence in the Scott Trust board and are currently holding an official ballot over whether to take industrial action in protest at the Observer sale.
Many Observer journalists fear for their futures under loss-making Tortoise Media. Founder and chief shareholder of Tortoise James Harding has promised £25m of investment in the Observer over five years but insiders question whether this will be enough.
Given declining print sales, The Observer’s future is far from being assured if a sale does not go through. GMG chief executive Anna Bateson has warned that there will be an urgent strategic audit with a “difficult decision” ahead if The Observer stays under its current ownership.
Who sits on The Scott Trust?
The 13 current Scott Trust members who will have the final say over The Observer’s future are as follows:
- Chair Ole Jacob Sunde (former chair of Schibsted Media Group).
- Katharine Viner (editor in chief of The Guardian)
- Tracy Corrigan (formerly chief strategy officer of Dow Jones)
- David Olusoga (historian, writer, broadcaster and filmmaker)
- Dr Jonathan Paine (former managing director of investment bank Rothschild)
- Stuart Proffitt (publishing director at Penguin Books)
- Matthew Ryder (barrister and founder member of Matrix Chambers)
- Vivian Schiller (former head of news at Twitter)
- Russell Scott (chief commercial officer of video platform Mavis and the Scott family representative)
- Haroon Siddique (Guardian legal affairs correspondent and journalist representative)
- Margaret Simons (journalist, author and journalism academic)
- Nabiha Syed (chief executive of The Markup, a journalism non-profit)
- Stephen Godsell (general counsel and company secretary of Guardian Media Group).
Scott Trust directors are paid £14,000 per year and chair Ole Jacob Sunde is paid £68,000 per year.
Who owns The Scott Trust?
The Scott Trust is itself owned by David Olusoga, Russell Scott, Haroon Siddique, Ole Jacob Sunde and Kath Viner who each have equal shares. The Scott Trust’s shareholders do not receive a dividend and cannot sell their shares.
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