Wednesday 26 July 2017

Two non-executive directors at INM no longer considered independent

Independent News & Media’s headquarters at Independent House in Talbot Street, Dublin
Independent News & Media’s headquarters at Independent House in Talbot Street, Dublin
John Mulligan

John Mulligan

Independent News & Media (INM) has confirmed that two of its non-executive directors are no longer considered independent following a board review undertaken by accounting and consultancy group Deloitte.

INM, which publishes independent.ie and newspapers including the ‘Irish Independent’ and 'Sunday Independent', said non-executive directors Allan Marshall and Triona Mullane have now been reclassified as non-independent.

In its annual report published this afternoon, INM said Mr Marshall provided consultancy services to it between 2013 and 2016 via a company called ComputerCallUK. Mr Marshall received additional remuneration from ComputerCall.

“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… due to the materiality of this additional remuneration,” it noted.

ComputerCall was paid €77,000 by INM last year and €158,000 in 2015. The INM contract with ComputerCall ended last year.

As previously disclosed by the group, Ms Mullane provided consultancy services to INM in 2013. She is also the founder and chief executive of mAdme Technologies. That firm has received a €280,000 investment from a company introduced to mAdme by a relation of Denis O’Brien, INM’s single biggest shareholder. The tech firm also has a contract with Digicel, which is owned by Mr O’Brien.

“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,” according to the annual report.

INM's board, led by Leslie Buckley, has been in the spotlight after INM CEO Robert Pitt made a complaint under new whistle-blowing legislation to the Office of the Director of Corporate Enforcement (ODCE).

The complaint prompted the company law watchdog to seek records in relation to the possible acquisition by INM of radio station Newstalk.

Mr Buckley told shareholders in the annual report that the company’s board “continues to be committed to high standards of corporate governance”.

“The company established in December 2016 a formal confidential independent review to examine and inquire into matters concerning the possible acquisition of Newstalk and related matters,” he added in today’s annual report. “Discussions on the possible acquisition ended at a very preliminary stage and the acquisition was never considered by the board. The confidential, independent review is being carried out on behalf of the board by senior counsel and a senior independent governance expert who have been mandated to report to the board.”

Mr Buckley added that the company is “taking appropriate steps to comply with the ODCE request”.

“A requirement from the ODCE to produce books and records is a procedural matter that does not involve any conclusion that there has been a breach of law by the company or its officers,” said the chairman. “The company takes its corporate governance responsibilities very seriously, and seeks to comply at all times with all relevant laws and regulations.”

Mr Pitt told shareholders in the annual report that INM will continue to “reshape itself” so it can continue to deliver great journalism.

“In order to do so, we need to work to realise synergies and to deliver operational excellence across the group,” he added.

The annual report also shows that Mr Pitt was paid a total of €566,000 last year, compared to €693,000 in 2015. His remuneration last year included a €404,000 basic salary, an €87,000 annual incentive, and a €50,000 retirement benefit.

Mr Buckley was paid €165,000 last year, compared to €161,500 in 2015.

Independent News and Media generated a pre-tax profit of €41.8m last year, an almost 12pc increase on the 2015 figure. Its revenue was flat at €323.4m.

The company intends to hold its annual general meeting on August 23. It had previously intended to hold it on May 31.

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