Conroy Gold dispute continues firm appoints two new directors
Company to come before courts over possible dilution of majority shareholder stake
Conroy Gold chairman Richard Conroy said the appointments would “enable the company to meet the highest standard of corporate governance”.
Exploration company Conroy Gold has announced the appointment of two non-executive directors after shareholders voted to remove six directors from the board at an extraordinary general meeting earlier this month.
The gold exploration company, which is focused on Ireland and Finland, has been in the throes of a dispute involving its largest shareholder, Patrick O’Sullivan.
Mr O’Sullivan has brought a case before the High Court, which will be heard on September 14th, over the company’s ruling that a vote appointing new directors to its board at the EGM was invalid.
The company’s chairman, Richard Conroy, ruled against motions to elect Mr O’Sullivan as well as Gervaise Heddle and Paul Johnson to its board, citing legal advice.
Mr O’Sullivan said he has concerns about corporate governance and directors’ pay. His challenge in the courts came as it emerged the company was considering replacing a number of the six directors whom shareholders voted to remove from the board at the EGM.
In a note to the Irish Stock Exchange on Tuesday, the company announced the appointments of Karl Keegan and Brendan McMorrow as non-executive directors of the company with immediate effect.
In a separate note, the company urged shareholders to vote against resolutions to remove Mr Conroy and managing director Maureen Jones as directors, and to appoint Mr Heddle and Mr Johnson.
It said the resolutions would “not be in the best interests” of the company. These matters will be voted on during an EGM at the Davenport Hotel in Dublin on October 6th.
Following the appointments of Mr Keegan and Mr McMorrow to the board, Mr Conroy said he was “delighted”.
“Their depth of financial and corporate expertise, allied with Brendan’s knowledge of the mining industry in Ireland and internationally, will, I believe, contribute greatly to the company as it progresses with its gold exploration programmes in Ireland and Finland and its ambition to develop Ireland’s first major gold mine,” he said.
The company said the appointments would “enable the company to meet the highest standard of corporate governance with a majority of non-executive directors on the board”.
It added this would further enable it to proceed with the audit of its annual financial statements, as well as bring “substantial additional financial, corporate and mining experience” to the board.
However, Mr O’Sullivan told The Irish Times he was “disappointed that the democratic wish of the majority of members of the [recent extraordinary general] meeting was not respected.
“It seems unfortunate that the company has decided in its wisdom to appoint these new names without putting them to the members to vote,” he added.
Mr O’Sullivan also signalled his intention to overturn the decision to appoint new directors if his court action is successful. “We’ve made it clear to the company that we don’t believe they should be making any new appointments,” he said.
Mr Keegan has more than 20 years’ experience in international finance and corporate management. He has worked for a number of major investment banks including Dresdner Kleinwort Benson, UBS and Bank of America. He is currently director of corporate development at Shield Therapeutics.
Mr McMorrow has more than 25 years’ experience in a number of public companies in the oil and gas and base metals mining sectors listed in London, Toronto and Dublin where he held senior executive finance roles.
Most recently he was chief financial officer of Circle Oil from 2005 to 2015, an AIM oil and gas development and production company with operations in North Africa and the Middle East where he was responsible for all corporate financial and funding matters.