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?