INDEPENDENT NEWS Media (INM) chief Sir Anthony O'Reilly has mounted a staunch defence of his 19 co-directors in the company in the face of a demand from "dissident" investor Denis O'Brien to halve the size of its board.
Following a second critical report on INM from a US analyst commissioned by Mr O'Brien, Sir Anthony told shareholders at the company's agm that the board was composed of people of intellect, independence, capacity and probity and provided a "unique cocktail" of insight and experience.
"Representing a very broad church, your non-executive directors ensure that we are in tune with the markets and societies in which we operate," he said.
"Their sound judgment and [that of] the rest of the executive directors is immense and is of significant benefit to the company and to shareholders."
Such assertions were rejected last evening by Mr O'Brien, who did not attend the agm but whose representatives questioned the company.
"I have already suggested that the size of the board needs to be reduced by half and that they need to appoint four or five people under the age of 30, who understand the new media landscape," he said.
"Publicly listed companies are duty bound to listen to and answer their shareholders' concerns.
"My representatives asked a number of pertinent questions that all shareholders deserve a proper answer to, and yet we have still not received satisfactory responses," he said.
"Maybe they don't like what they are being asked, but their job is to address shareholder concerns and improve corporate governance and financial performance."
In prepared remarks to the meeting, Sir Anthony said INM's revenues were marginally ahead in constant currency terms in the year to date but noted that "advertising conditions continue to be volatile in quarter two, and particularly in Irish property advertising".
Stating that it was "quite difficult to reliably forecast a full-year outcome against the backdrop of unprecedented economic uncertainty throughout the world", he said the company was forecasting a "best in class" performance assuming no further deterioration in advertising markets.
Chief operating officer Gavin O'Reilly said later that there was no change to the company's guidance of "low to mid" single digit growth in adjusted earnings per share for the full year.
Gavin O'Reilly said he would have welcomed Mr O'Brien's presence at the agm, stating that there were other shareholders who would like to ask "very specific questions" of him.
"He's put €500 million in the company. He could have adopted a much more constructive approach," Mr O'Reilly said.
"He's been very vocal in the organs of the press. Everybody here I think - he's probably spoken to you all from a plane or a tropical island somewhere in the South Pacific.
"So it's just surprising that on the one day in the year when the shareholders get to meet and talk to the board and put any questions to the board that he himself didn't take the time to come along and subject himself to some scrutiny that I think he could reasonably expect from other shareholders."
Personal shareholder Michael Shovelin, a lecturer who stressed he was not aligned with any other investor, said a governance report commissioned by INM from Harvard professor Jay Lorsch was "highly dubious".
This was rejected by non-executive director Brian Mulroney, who said "the board sought out the very best that was available to us in the world".
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