Independent News & Media’s annual report a real page-turner

Cantillon: company forced to classify two non-executive directors as not being independent

Independent News & Media's 200-plus page annual report is a real page-turner with several potential headline-grabbing angles.

Embarrassingly for the company, it has been forced to classify non-executive directors Allan Marshall and Triona Mullane as not being independent as per the terms of the 2014 UK corporate governance code. As a result, INM is no longer compliant with the code.

Previously unknown financial links between the pair and INM, and its largest shareholder, Denis O’Brien, are revealed in the report.

It turns out that a company connected with Marshall, ComputerCall UK Ltd, provided consultancy services to INM between 2013 and 2016, receiving €235,052 in the past two years alone.


Cantillon understands that these consultancy services related to its editorial operation; no surprise given that the Aussie was once a journalist and was an executive with Associated Newspapers in the UK for more than 11 years.

Interestingly, there is no mention of ComputerCall UK Ltd on Marshall’s LinkedIn page.

The Irish Times put it to INM recently that Mr Marshall was being employed as a consultant and receiving a six-figure sum.

The reply from INM was: “Allan Marshall is in full compliance with all of his duties and obligations as a director of the company.”

A rather Jesuitical reply that just looks silly now.

In Mullane’s case, a company she co-founded received a €280,000 investment following an introduction by a relation of O’Brien. The company, mAdme Technologies Ltd, is expected to earn about 6 per cent of its revenues in full year 2017 from Digicel, a telco owned by O’Brien.

Marshall and Mullane resigned from the remuneration committee on Wednesday.

The decision to reclassify them as not being independent followed a review by Deloitte. The curious thing is that this issue did not raise a red flag in previous years given that the independence of each non-executive director is reviewed on an "annual basis".