Top tech group embroiled in corporate governance row

Irish company Inex has suffered series of resignations by directors in recent months

Inex operates a system called peering, which allows large internet companies to exchange traffic between their customers. Photograph: Andrew Matthews/PA Wire

Inex operates a system called peering, which allows large internet companies to exchange traffic between their customers. Photograph: Andrew Matthews/PA Wire

 

One of Ireland’s oldest internet companies, which counts Facebook, Google and Apple among its users, has become embroiled in a corporate governance row that has led to multiple board resignations.

The company, Inex, was established in 1996. It is member-owned, and operates a system called peering, which allows large internet companies to exchange traffic between their customers, without having to pay a third party to carry that traffic across the internet. This provides its users with faster and more reliable service.

Three appointments were made to the board in September of this year to bolster its legal and accounting capacities. The new appointees to the board all resigned less than six weeks later. The resignations followed three others which took place in the preceding months.

In a letter to the company secretary, the resigning directors state: “Regrettably, simple requests for information from the board have been met with wholly unsatisfactory responses. Having regard to what we have read and heard, we believe that you did not fulfill your duty of disclosure to new board members in a timely manner in relation to the serious issues the company/board has been embroiled in over the past eight to nine months.”

The resignation of the three recently-appointed directors – John McDonnell, Ronan Mullally and Ronan Lupton – was discussed this week at a meeting between Inex and its members. It is understood concerns about corporate governance drove the resignations.

Governance structure

The resignation letter continues: “It is clear to each of us that there are a number of serious and systemic issues with the governance structure at Inex that must be remediated without any delay.

“We believe that the interaction we have experienced does not indicate that there is an acceptance of these serious shortcomings within the current board membership.”

According to its website, some of the most recognisable names in tech are members of Inex. They include Amazon, Apple, Cisco, Facebook, Google, LinkedIn, Microsoft and Netflix. Large domestic users of the service include RTÉ, Eir, BT Ireland and Three Ireland.

In a letter sent to members following the resignations, Inex said it has “a number of challenges . . . particularly in relation to what it can expect to achieve in the future with a small staff, a volunteer board and a constitution and governance structures that are over 20 years old”.

The letter states that the company is going to appoint an outside consultant to “undertake a root and branch review of Inex and its corporate structure”, and it is considering the appointment of an independent executive chairperson to oversee the process. Asked for comment, the company’s board said the meeting with members “was the first step in better engagement between the board and the wider membership”.