Nearly eight years post receiving protected disclosures from the CEO and CFO of Independent News and Media, the inquiry spearheaded by the Office of the Director of Corporate Enforcement has reached a pivotal point. The report put forth by a pair of inspectors, designated by the High Court in 2018 at the behest of the ODCE (currently the Corporate Enforcement Agency – CEA), is now public. The account of events that took place within the top hierarchy of the nation’s leading media company in 2016 by Robert Pitt and Ryan Preston has been corroborated. Their grievances were aimed towards the behaviour and intent of the non-executive chairman, Leslie Buckley.
However, it’s vital to note that the inspectors didn’t discover any evidence to suggest that Buckley’s actions, albeit a violation of his directorial duties, were an attempt to favour the interests of Denis O’Brien, the major shareholder of the company, over the other shareholders. O’Brien, in 2019, sold his majority shares to the Mediahuis group at a considerable loss.
The report, nonetheless, highlights numerous aspects of Buckley’s leadership that are cause for concern, with a recurring theme being his negligence in updating his board and management regarding his actions.
They consisted of onboarding O’Brien’s private investment firm as an advisor for the sale of the company’s Australian assets, a move the report terms “inconsistent with his responsibilities as a director”. This agreement was eventually discarded post Pitt’s insistence on public disclosure.
Buckley also neglected to inform the board that he approved a third-party to remove and examine INM emails, which led to the company being ruled as violating the Data Protection Act. Furthermore, the report asserts that he overstepped in failed negotiations to purchase the Newstalk Radio station from a company under O’Brien’s control.
The report doesn’t spare other directors of INM at that time, many hailing from the topmost tier of Irish business. Their reaction to Pitt’s disclosure is referred to as “fundamentally defective” and the behaviour of the directors in question “fell short of expectancies of a public company director”.
Many might be inclined to shrug off these discoveries as trivial instead of significant wrongdoings within the standards of the business environment. Regardless, the depiction of how certain matters were managed at INM at the time is disconcerting to say the least. The report also brings to light new queries about Ireland’s extended business culture and the level of corporate governance at board level in Irish public companies. Henceforth, the responsibility falls on the CEA to decide if further steps need to be implemented in this specific situation.