Friday 9 December 2016

Buckley is voted off the INM board amid claims and counter-claims

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Maeve Dineen Business Editor

Published 04/06/2011 | 05:00

Director Leslie Buckley (left) in discussion with
chairman Brian Hillery at the INM AGM
Director Leslie Buckley (left) in discussion with chairman Brian Hillery at the INM AGM

LESLIE Buckley, one of Denis O'Brien's three nominees to the board of Independent News and Media, has lost his seat on the board of company.

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At its AGM yesterday, 58.57pc of INM shareholders voted against Mr Buckley's return to the board.

He is the first director in recent Irish corporate history to be voted off an Irish PLC. He ceases to be a director with immediate effect.

Mr Buckley accepted the vote, but issued a statement calling on the INM Chief Executive Gavin O'Reilly and Chairman Brian Hillary to "consider their positions".

"The CEO was actively canvassing company shareholders to vote against my re-election. This is bizarre behaviour on the part of the chief executive and a board member of the publicly quoted company he presides over," said Mr Buckley.

"I have no doubt that the chairman was aware of this activity, yet declined to stop it. I believe that both the CEO and chairman should now consider their positions," he said in a statement.

Mr O'Reilly denied the accusation and said Mr Buckley should be "more careful" with his language.

"Mr Buckley and other affiliated directors must remember they raised the tension themselves by doing something completely unusual and voting against the receipt and adoption of the accounts by taking the view that one of the directors (Bengt Braun) was not an independent director.

"Proxy advisory firms Glas Lewis and ISS confirmed the independence of certain directors and the non-independence of others and unfortunately Mr Buckley was described as not being independent

"These firms were concerned that Mr O'Brien's representation on the board was in excess. They wanted it rebalanced," he said.

In a separate statement, Mr O'Brien's remaining board nominees, Lucy Gaffney and Paul Connolly, said the company had lost a "key director. The entire board recommended his re-election and yet bizarrely some shareholders seem to have been motivated not to support him. As a result, INM's board is undoubtedly weaker."

The two board members said they had voted against the adoption of company accounts, as they couldn't put their names to a report that says corporate governance is alive and well at INM.

"We just don't believe it to be the case. We do not believe that Bengt Braun should be classified as an independent director."

Mr Braun and Gavin O' Reilly are both members of WAN-Ifra -- a global newspaper trade body.

INM quickly replied and stated that Ms Gaffney and Mr Connolly "previously considered" Bengt Braun as independent at the time of issue of the 2009 Annual Report and also voted for his re-election to the INM Board yesterday.

The company said that four leading proxy advisory firms -- Glass Lewis, ISS, Manifest and PIRC -- all consider Bengt Braun to be an independent director.

Dermot Desmond

Meanwhile, IIU finance director John Bateson -- a representative for financier Dermot Desmond, who owns 2pc of INM -- read out a short statement at the AGM saying it would be a "grave" disappointment if Leslie Buckley was unseated from the board.

While noting the "significant erosion of shareholder value" in recent years, Mr Bateson said INM was a "tremendous brand" and one that contained "huge potential" for the future.

Commenting on the company's performance Mr O'Reilly said advertising conditions remained "challenging" but the company "continues to target a year-on-year improvement in group operating profit for 2011, coupled with further meaningful deleveraging.

"We reduced our debt by over €100m last year and we continue to see debt pay-down as one of the core pillars in our drive to improve shareholder value.

"We are absolutely committed and utterly determined to rebuild the equity value of this group for our shareholders," he said.

Irish Independent

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