Why Won’t You Let The Inspectors In?

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From top: Independent News and Media head office, Talbot Street, Dublin; Vanessa Foran

Further to the shenanigans – on multiple fronts – at Independent News and Media…

Vanessa Foran (her off the telly!) writes:

The Company is committed to maintaining the highest standards of corporate governance and the Directors recognise their accountability to the Company’s Shareholders in this regard.

That is the opening line on the Independent News and Media plc’s corporate governance statement.

The current Board of Irish News and Media now consists of nine individuals.

Which breaks down into eight non-executives directors, who would more commonly be known as NEDS (which means they are not employees of the Company) and one executive director.

The latter joined late last year, INM CEO Michael Doorley, and is one of six members who have just joined the Board, with the remaining five commencing in March of this year.

So from a Board composition of nine, these six already form a healthy quorum and yet have all only arrived in the last seven months.

To recognise the real weight of this information, consider this; five directors who form a majority, and this includes the chair who has an additional vote in the event of a tie, were not in situ at the Year End that is about to go before the shareholders for their AGM.

Surely it is fair to say without causing any angst amongst serial litigants and industrial trolls, that there is a majority who do not know, or actually, are not supposed to know of the matters at board that led to the protective disclosure to corporate enforcement.

Therefore, I must ask the question; and I will admit first that I am disappointed no one else has already; why are INM objecting to Inspectors coming into the organisation?

It is my opinion that it is of huge importance that any breeches, matters of concern and weaknesses within the organisation should be identified for this new Board.

Furthermore, and in my opinion and in my experience, this level of investigation will allow those charged with the governance of the organisation not only to address and rectify breaches, but to ensure that such behaviour is not repeated.

Rather than have them inherit risks and doubt, why not get a full root and branch investigation? It is the only way to eliminate the doubt and uncertainty about this Company’s future; and the future is what governance is all about. Ensuring the Company is a solid going concern and all its activities are in the best interests of all the Shareholders, regardless of percentage held.

Which presents another question; why haven’t the Irish Stock Exchange supported the ODCE’s application to appoint inspectors?

Other responsibilities of the board include Risk Management and protecting the assets of the Company. How can they be certain they, as directors, are satisfied they have identified all the risks the Company is exposed to by historical behaviour.

I most definitely would not be comfortable taking any assurance from any internal reporting, or indeed any external reporting from parties engaged by this Company; I want to know for sure all the breeches and risks have been identified, remedied, costed and provided for, and that policies and procedures are in place so that they are avoided in the future.

As former Chair Lesley Buckley stepped down (in March) John Bateson stepped in. The former was the nominee of the largest shareholder in the Company, while the latter is no stranger to a known associate of that Shareholder, and who also happens to be a significant shareholder in the Company….. As Bodger might say,: ‘join the dots‘.

You might also be interested in knowing that another director, Triona Mullane, one of the 2012 inductees, is a founder of a company that received investment from a gentleman that has been referred to as the largest shareholder.

I am not, not for a second, doubting Ms Mullane’s or anyone’s credentials, competence, experience, or ability to perform at board level in a PLC.

However, the most important asset I have as a someone who works in professional practice is my independence which includes the perception of that independence.

As a director you are responsible for the welfare of the company, followed by the shareholders, and you must make decisions in the best interests of the company, at all times, and you must never allow that be questioned or mistrusted.

So I will ask again; Why are INM objecting to the appointment of inspectors?

Vanessa Foran is a principal at Recovery Partners. Follow Vanessa on Twitter: @vef_pip /a>. Vanessa will be on Broadsheet on the Telly tonight at 10pm.

Rollingnews

9 thoughts on “Why Won’t You Let The Inspectors In?

  1. Truth in the News

    The public have the final decision on all of this, should they choose to employ it, the tenant farmers
    when faced with power of the almighty Land Barons decided the issue, …perhaps the Paper Barons
    might need to be reminded who are their ultimate bosse’s.

  2. Johnny

    the board changes were a result of another Deloitte report,INM is practically run by half assed two bit consultants,its basically a cash cow for advisors,E & Y is conducting yet another ‘strategic review’,how bout they stop breaking the law……..
    over half of the board were deemed to be non-independent !

    link to report here’s a sample of some ‘conflicts” these are the crew that was in charge.

    “Mr. Terry Buckley is a member of the Council of Patrons for Special Olympics (the ‘Council’) of which Mr. Denis O’Brien, a major shareholder of INM, is Chairman. Mr. Buckley is also the Managing Director for Clear Channel Ireland, an outdoor advertising media company. The total value of advertising space booked by INM through its advertising agency was €1,500 in 2016 (2015: €33,500) which is less than 1% of Clear Channel Ireland’s annual income. The Board concluded that this association with the Council, a non-profit organisation which meets 6 times per year and has approximately 40 members serving on the Council, would not be a sufficiently close link to compromise Mr.Buckley’s independence, and that the value of the transactions with Clear Channel is not considered significant enough to amount to a material business relationship, and has determined that Mr. Buckley is an independent non-executive Director.

    • Mr. Paul Connolly has a business relationship and interests with a major shareholder, Mr. Denis O’Brien.
    Mr. Connolly also serves on the board of Communicorp Ltd, a company controlled by Mr. O’Brien. Accordingly, the Board has determined that Mr. Connolly should not be considered independent given these links with a major shareholder.

    • Mr. David Harrison has a business relationship and interests with a major shareholder, Mr. Dermot Desmond. Mr. Harrison serves as the Chief Executive of Intuition Publishing, which is owned and controlled by Mr. Desmond. Accordingly, the Board has determined that Mr. Harrison should not be considered independent given these links with a major shareholder.

    • Mr. Allan Marshall provided consultancy services to INM from 2013 to 2016 through a company called ComputerCall UK Ltd from whom he received additional remuneration. Details of the fees paid to ComputerCall UK Limited are disclosed as related party transactions in note 34 to the Group financial statements. The Board is satisfied that Mr. Marshall has always demonstrated independence at Board and Committee but has determined that Mr. Marshall should not be considered independent for the purpose of the Code due to the materiality of this additional remuneration.

    • Ms. Triona Mullane provided consultancy services to INM in 2013 through a company called Glenanaar Technologies Limited, receiving additional remuneration of €9,248, as disclosed in the 2014 financial statements as a related party transaction. Ms. Mullane is also co-founder, CEO and the largest shareholder of mAdme Technologies Limited, a technology company that has received an investment of €280,000 for a minority shareholding (less than 5%) from a company introduced to mAdme by a relation of Mr. Denis O’Brien. Digicel Group (of which Mr. O’Brien is the principal shareholder and board member) is a customer of mAdme Technologies Limited with a current license and support renewal which represents approximately 6% of the company’s projected annual revenue for FY2017. The Board is satisfied that Ms Mullane has always demonstrated independence at Board and Committee but considers that, collectively, the existence of these relationships or circumstances could be seen to affect independence and has determined that Ms. Mullane
    should not be considered independent for the purpose of the 2014 Code.

    http://www.inmplc.com/~/media/Files/I/INM/investor-docs/reports-and-presentations/inm-annual-report-2016-final.pdf

  3. johnny

    according IT,these 7 current board members of INM have provided sworn statements to the High Court.

    Michael Doorly (Oct ’17)
    Dr Len O’Hagan (Oct ’12)
    Paul Connolly (’09) (DOB)
    Catronis Mullane (’12) (DOB)
    Terence Buckley (’12)
    John Bateson (Mar 18) (DD)
    Seamus Taafe (March 18)

    Also :
    X director
    Jerome Kennedy

    IT Director
    Gerry Wilde

    NO sworn statement from these current and X board-members

    Fiona Duggan (Mar ’18)
    Murdoch MacLennan (Mar ’18)

    X Board Members
    Les Buckley (DOB)
    David Harrisson (DD)
    Allan Marshall (DOB)

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