The whistle sounds loud and shrill at INM over Newstalk row

The advertising slogan for the Denis O'Brien-owned radio station, Newstalk, used to be "move the dial". The dial appears to be stuck, however, on last year's proposed bid for Newstalk by Independent News & Media (INM).

It is the deal that never was, but which refuses to go away.

The aborted proposal sparked a public schism late last year between INM's chief executive, Robert Pitt, and its chairman and O'Brien associate, Leslie Buckley, over how much to offer for the loss-making station.

On Tuesday, the publisher revealed in an addendum to its financial results that the State’s corporate watchdog, the Office of the Director of Corporate Enforcement (ODCE), has intervened, seeking records of the Newstalk proposal.

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It also revealed that in December INM mandated a senior counsel and a corporate governance expert to carry out an independent review, which is ongoing.

That's the steak. Now, here's the sizzle. The Irish Times understands that the independent review was preceded by a protected disclosure made by Pitt under the State's workplace whistleblower regime.

Allegations

What an extraordinary turn of events: the chief executive of Ireland’s biggest news publisher, whose largest shareholder is Ireland’s richest man, seeks State protection to make allegations regarding a dispute over the takeover price tag.

Even in the colourful history book of corporate Ireland and its standards of governance, this could yet turn out to be a particularly psychedelic chapter.

With the senior counsel’s review and the ODCE intervention, we now have the second and third examinations underway of the aborted INM bid for Newstalk. An INM board sub-committee already has declared there was nothing to see.

Despite this hat-trick of scrutineering, investors have, so far, few answers to the litany of obvious questions raised.

Firstly, why did INM’s board in December feel the need to mandate an independent review of the Newstalk proposal when a sub-committee of that same board investigated it earlier last year and found “no issue of concern”?

According to an INM statement last November, issued to investors in response to queries from this newspaper, the sub-committee report “was unanimously adopted” by the rest of the board in the absence of Pitt and Buckley.

Do the directors still “unanimously” accept their own report, given they have since gone a step further and hired a barrister and a corporate governance expert to check INM’s homework?

Shareholders

Aside from O'Brien's bloc, what do the other major INM shareholders, including Dermot Desmond and Dutch hedge fund Farringdon, make of the dispute between Pitt and Buckley over what to offer for O'Brien's radio station?

What was the precise gulf between the price sought by Newstalk and the price Pitt thought was acceptable?

Whether or not Pitt’s original concerns were valid – and to date we have no information either way – he clearly doesn’t subscribe to the notion that “no issue of concern arose”.

We know this because he made the original complaint and he now appears to have now turned to the State for protection under whistleblower rules. Evidently, Buckley and Pitt have yet to reconcile over the Newstalk issue.

Where to now for the leadership of INM?