Independent News & Media (INM) is seeking three new independent directors, whom it must appoint by the end of next month if it is to meet a deadline set by its chairman to bring it into compliance with corporate governance codes.
INM will be down to two independent directors when Jerome Kennedy, the senior independent board member, steps down from his position at the company's agm next month. His departure was announced on Friday.
INM is in breach of the corporate governance code for listed companies, which says there should be at least an equal number of independent and non-independent directors, aside from the chairman.
INM has five non-independent directors, after it had to reclassify two of its directors in April. One of those, Triona Mullane, was reclassified as non-independent after The Irish Times revealed 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 classified as non-independent due to a business relationship with the company. The Irish Times submitted detailed queries to INM about his financial arrangements with the company in the run-up to his reclassification.
Ms Mullane, Mr Marshall and Paul Connolly, another non-executive director, also resigned from the company's remuneration committee.
On the same day, the group appointed Mr Kennedy, a former managing partner with KPMG, and fellow director Terry Buckley to work alongside Len O'Hagan on the committee.
In its annual report released on April 28th, INM chairman Leslie Buckley acknowledged it was in breach of the codes for independent directors. He said the situation would be rectified within "four months". The agm is on August 23rd.
Mr Kennedy, who served on the INM board since 2012, was centrally involved in the fallout from a boardroom spat last year between INM chief executive Robert Pitt and Mr Buckley.
The dispute related to the price tag of a proposed bid by the listed company for Newstalk, which is owned by INM's biggest shareholder, Denis O'Brien.
It is understood Mr Pitt wanted to offer a lower price than a valuation obtained by Communicorp, Newstalk's owner.
Mr Kennedy was initially approached by Mr Pitt to complain about his row with Mr Buckley, but a board subcommittee found there “was no issue”.
It later transpired Mr Pitt made a protected disclosure about the row to the Office of the Director of Corporate Enforcement.