INM chief executive could vote against agm resolutions

Shareholders told Robert Pitt ‘reserves position’ in extraordinary development

INM chief executive Robert Pitt, left, and chairman Leslie Buckley. Photograph: Cyril Byrne

INM chief executive Robert Pitt, left, and chairman Leslie Buckley. Photograph: Cyril Byrne

 

Independent News & Media chief executive Robert Pitt has indicated that he might vote against resolutions that will be put to the company’s shareholders at its agm in Dublin on August 23rd.

The development emerges in a letter issued on Monday to shareholders by INM chairman Leslie Buckley, outlining the agenda for the meeting.

Some seven resolutions will be put to INM shareholders next month with Mr Buckley’s letter informing investors that Mr Pitt “reserves his position” in relation to how he will vote at the meeting. All of the other directors intend to vote in favour of the resolutions.

It would be unprecedented for a chief executive of a publicly listed company to vote against a resolution at his own company’s agm, and this is the latest extraordinary twist in the boardroom saga at INM over the past 12 months.

It is not clear what resolutions Mr Pitt might oppose, but his position in relation to the re-election of Mr Buckley as chairman, and INM’s six nonexecutive directors, will be closely watched.

As an executive director of the company, Mr Pitt is not required to seek re-election to the board.

Mr Pitt and Mr Buckley clashed last year over a proposal for INM to acquire Newstalk, the national radio station owned by Denis O’Brien, INM’s largest single shareholder. It is understood that Mr Pitt wanted to offer a lower price than a valuation obtained by Communicorp, Newstalk’s owner.

Mr Pitt later made a protected disclosure to the Office of the Director of Corporate Enforcement about the row.

Separately, Mr Buckley’s letter states that it has hired an “independent search consultancy” to assist in recruiting additional non-executive directors.

INM is currently not compliant with the UK corporate governance code in relation to the composition of its board, with fewer than half of its directors considered to be independent.

Last week, INM announced that former KPMG managing partner Jerome Kennedy was stepping down from the board, reducing the number of independent directors to two.

Reclassified directors

INM is seeking three new independent directors to bring itself in line with the corporate governance code, which says there should be at least an equal number of independent and non-independent directors, aside from the chairman.

INM currently has five non-independent directors, after it had to reclassify two of them in April. One of those, Triona Mullane, was reclassified as non-independent after The Irish Times revealed that her company received previously undisclosed financial backing from a company linked to Denis O’Brien, INM’s main shareholder.

Another executive director, Allan Marshall, was also reclassified as non-independent due to a business relationship with the company. The Irish Times submitted detailed queries to INM about his financial arrangement with the company in the run-up to his reclassification.

INM shareholders have also been told that the company will not be putting its remuneration policy report to the meeting for approval. In the UK, company law requires that this report be put to a binding vote by shareholders but this is not required in Ireland.

Last year INM followed UK practice by submitting the report to a vote on a voluntary basis, with shareholders approving the motion. Mr Buckley’s letter said the resolution would be “put to shareholders again no later than the company’s agm in 2019”.

A spokesman for INM said the company had no comment in relation to the contents of the letter to shareholders.