Latest round in struggle for control goes to O'Reilly

ANALYSIS:Despite a fractious agm, Denis O'Brien seems determined to maintain his siege of INM

THE CONFLICT continues. Independent News Media (INM) emerged from its agm in London with its board wholly intact but spent much of the meeting on the defensive when questioned about its corporate governance.

Dissident investor Denis O'Brien was not there in person to wag his finger at Sir Anthony O'Reilly, but his representative Andrew Clearfield asserted the case that the group's governance leaves much to be desired.

As might be expected, this was rejected from the top table. The company's well-practiced responses reflect the belief that INM has no questions to answer at all.

For all of O'Brien's noisy complaints about the size and composition of the board, which he believes should be halved, his argument does not seem to have found traction with other institutional shareholders.

Only one institutional representative, John Ryall of Pershing, raised any concerns at the agm and that was to question the inclusion of exceptional items in the calculation of INM's earnings.

When resolutions were finally put to shareholders near the end of the second hour, the 10 directors in line for re-election were voted back in.

These included non-executive directors Liam Healy, Ivor Kenny and Brian Davy, each of whom received more than 72 per cent of votes cast. Each might have been vulnerable in light of the call from proxy adviser Institutional Shareholder Services not to elect them on grounds of their long tenure, but they were safe in the end.

The meeting was a tetchy affair at times. When Mr Clearfield's colleague Tom Reynolds questioned the merits of the company's €137 million share buyback last year given the fall in its share price since, chief financial officer Donal Buggy replied sarcastically that he knew of people who bought INM shares at "€3.50 and more, including the person you're representing".

Well down from such lofty highs, the firm's shares closed 15.2 cent, or 6.81 per cent, weaker at €2.08 in Dublin last night.

Another O'Brien representative, Gary Quinn, questioned whether O'Reilly could give INM his full attention given his difficulties at Waterford Wedgwood, which he has propped up to the tune of some €300 million with his brother-in-law. "The answer to that is yes," said chairman Brian Hillery, to applause from the floor. Ivor Kenny joined in: "To suggest any other distraction is I think juvenile and offensive."

Albeit in London, this was akin to a match on home ground for O'Reilly and his colleagues. While there is still no sign of a bid from O'Brien, the scale of his 25 per cent stake means he poses an increasing threat to the INM board which it cannot ignore.

A constant mantra from the O'Brien camp is that the company should sell off the loss-making London Independent. In what seemed like an implicit response to that, the agm was shown a video in which praise was lavished on the paper by prime minister Gordon Brown, Tory leader David Cameron, Marks Spencer executive chairman Sir Stuart Rose, Liberal Democrats leader Nick Clegg, former Guardian editor Peter Preston and Hollywood actor Kevin Spacey.

The message was clear, yet O'Brien seems determined to maintain his siege on the company.

It's starting to look like a long war.