The share capital of The Economist Newspaper Limited, The Economist Group's parent company, is divided into ordinary shares, "A" special shares, "B" special shares and trust shares. The company is private and none of the shares are listed.
Ordinary shares are principally held by employees, past employees, and founding members of the company. The ordinary shareholders are not entitled to participate in the appointment of directors, but in most other respects rank pari passu with the other shareholders. The transfer of ordinary shares must be approved by the board of directors.
The "A" special shares are held by individual shareholders including the Cadbury, Rothschild, Schroder and other family interests as well as a number of staff and former staff shareholders.
The "B" special shares are all held by The Financial Times Limited which holds 50% of the total share capital of the company excluding the trust shares.
The trust shares are held by trustees, whose consent is needed for certain corporate activities, including the transfer of "A" special and "B" special shares. The rights attaching to the trust shares provide for the continued independence of the ownership of the company and the editorial independence of The Economist. Apart from these rights, they do not include the right to vote, receive dividends or have any other economic interest in the company. The appointments of the editor of The Economist and of the chairman of the company are subject to the approval of the trustees.
The general management of the business of the company is under the control of the Board of directors. There are 13 seats allowable on the Board, seven of which may be appointed by holders of the "A" special shares and six by the holders of the "B" special shares.
As The Financial Times Limited does not hold a majority of the shares of the company (ie, not over 50%) and is entitled to appoint less than half of the board, the company is not a subsidiary of The Financial Times Limited nor of its parent, Pearson plc. However, Pearson plc treats its investment in The Economist Group as an associate in its group accounts.
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