Group Structure

The common purpose of all who work for The Irish Times is:

“To publish an independent newspaper primarily concerned with serious issues for the benefit of the community throughout the whole of Ireland free from any form of personal or of party political, commercial, religious or other sectional control”.

This is the core object of the Memoranda and Articles of Association of both The Irish Times Trust Limited (the Trust) and The Irish Times Limited (the Company). This objective distinguishes The Irish Times from other newspapers. The Memorandum and Articles also give substantial protection to The Irish Times against a takeover.

The Trust

The Trust was set up in 1974 as “a company limited by guarantee” to purchase The Irish Times Limited and to ensure that The Irish Times would be published as an independent newspaper with specific editorial objectives. (See below).

The Trust is regulated by a legal document, the Memorandum and Articles of Association, and controlled by a body of people (the Governors) under company law. It is not a charity and does not have charitable status. It has no beneficial shareholders and it cannot pay dividends. Any profits made by The Irish Times cannot be distributed to the Trust but must be used to strengthen the newspaper, directly or indirectly.

The Trust is composed of a maximum of 11 Governors. The Trust appoints Governors who are required to be “representative broadly of the community throughout the whole of Ireland”.

The Trust is a key component in the governance structure of The Irish Times because it guarantees the independence and quality of the newspaper. It is not involved in the day-to-day management of the Company. The primary role of the Trust is to appoint a Board to ensure that the Company is run successfully and adheres to its core objects. The Trust will intervene only if there is a material threat – financial or otherwise – to the attainment of the main object of publishing The Irish Times as an independent newspaper. The Company is required to seek Trust approval for significant disposals or acquisitions.

The Company

The Board is made up of 10 directors who are appointed by the Trust. The present Board is comprised of a non-executive chairman, three executives from the newspaper, six non-executive directors, three of whom are nominated from the Trust. The Managing Director and the Editor report independently to the Board.

Separation of powers of the Trust and the Board

The Board and the Trust share certain over-riding objectives. Both are required to ensure the editorial independence and financial viability of The Irish Times. The roles of the Trust and the Board are differentiated mainly by functions of ownership and operation.

The Trust does not interfere with the ordinary activities or decisions (commercial or editorial) of the Board. In the event of any serious disagreement within the Board on any matter of significant policy, the three directors nominated by the Trust may be deemed to have 50 per cent of all votes plus one. This provision can only come into operation, on the basis of legal advice which certifies the matter to be of “significant policy” under the Memorandum and Articles of Association.

The Memorandum and Articles of Association

The Memorandum and Articles of Association of The Irish Times Trust Limited outlines the fundamental aims and obligations of The Irish Times Limited:

To publish The Irish Times as an independent newspaper primarily concerned with serious issues for the benefit of the community throughout the whole of Ireland, free from any form of personal or party political, commercial, religious or other sectional control. To follow in the publication of The Irish Times an editorial policy with the following as its principal objectives:

Principal objectives

• The support of constitutional democracy expressed through governments freely elected;
• The progressive achievement of social justice between people and the discouragement of discrimination of all kinds;
• The promotion of a friendly society where the quality of life is enriched by the standards of its education, its art, its culture and its recreational facilities, and where the quality of spirit is instinct with Christian values, but free from all religious bias and discrimination;
• The promotion of peace and tolerance and opposition to all forms of violence and hatred, so that each man may live in harmony with his neighbour, considerate for his cultural, material and spiritual needs;
• The promotion of understanding of other nations and peoples and a sympathetic concern for their wellbeing.
• In pursuance of the foregoing and to enable readers of The Irish Times to reach informed and independent judgements and to contribute more effectively to the life of the community to ensure that the following principles govern the publication of The Irish Times:
  • that news shall be as accurate and as comprehensive as is practicable and be presented fairly;
  • that comment and opinion shall be informed and responsible, and shall be identifiable from fact;
  • that special consideration shall be given to the reasonable representation of minority interests and divergent views.

Chair of the Trust
	Ruth Barrington, Chief Executive, Molecular Medicine Ireland and former Chief Executive, Health Research Board.

Governors of the Trust
	Tom Arnold, Chief Executive, Concern Worldwide. Member of the Irish Government’s Hunger Task Force.		David Begg, General Secretary, Irish Congress of Trade Unions.
	Noel Dorr, Secretary General of the Department of Foreign Affairs (1987-’95); Irish Ambassador in London (1983-’87); Irish Permanent Representative to the United Nations in New York (1980-’83).		Margaret Elliott CBE, Founding Partner, The Elliott-Trainor Partnership Solicitors, Chair of the Trustees of the National Museums and Galleries of Northern Ireland.
	Rosemary Kelly OBE, Chairman, Arts Council of Northern Ireland; Head of Public Affairs and Secretary BBC Northern Ireland (1991-2002).		Eoin O’Driscoll, Chairman, Forfás, Chairman SWS group, Chairman Enet.
	Fergus O’Ferrall, Adelaide Lecturer in Health Policy, Trinity College Dublin; Member of the Board of the Adelaide & Meath Hospital Dublin.		Judith Woodworth, Former Director of the National Concert Hall (1993-2010). Recently appointed a member of The Arts Council.
	Barry Smyth, Holds the Digital Chair of Computer Science at University College Dublin. Elected member of the Royal Irish Academy.		Caitriona Murphy, Consultant, Praesta Ireland. Former Chair of the Investor Compensation Company and the Labour Relations Commission.

Chairman of the Board of The Irish Times Limited
	David Went, Chairman Trinity Foundation and former Group Chief Executive, Irish Life & Permanent plc.

The Board of The Irish Times Limited
	Tom Arnold, (Nominated Director from the Trust)		Ruth Barrington, (Nominated Director from the Trust)
	Brian Caulfield, Entrepreneur, venture capitalist and angel investor in a range of technology companies.		John Fanning, Former Executive Chairman, McConnell’s Advertising; Lecturer in marketing, communications and branding, UCD Smurfit School.
	Liam Kavanagh, Managing Director		Kevin O’Sullivan, Editor
	Eoin O’Driscoll, (Nominated Director from the Trust)		Denis Staunton, Deputy Editor
	Greg Sparks, Partner, FGS Partnership.