INM to examine board co-option

Independent News & Media (INM) is seeking legal advice to determine whether it can co-opt new members to its depleted board, without having to wait several weeks to hold a shareholder vote.

INM to examine  board co-option

Within three working days of its seismic annual general meeting last Friday, the media group’s board shrank to just four members — one below the minimum level of five, which is required under the company’s own articles of association. In effect, the company is currently in breach of its own rules.

However, it should be known before the end of the week if there is need for another shareholders’ meeting in the coming weeks. The increasing influence of leading shareholder, Denis O’Brien — who owns 29.9% of the business — resulted in chairman James Osborne and chief financial officer, Donal Buggy being voted off the INM board at last week’s AGM at Dublin’s CityWest Hotel.

On Tuesday evening, it was announced that another board member, David Reid-Scott, had resigned. His departure brought to seven the total number of executive and non-executive directors to leave the INM board in the past couple of months; the highest profile of which was former chief executive Gavin O’Reilly.

It also lowered the number of directors on the group’s board to four — namely chief executive Vincent Crowley; non-executive director Frank Murray and the two remaining Denis O’Brien representatives; Lucy Gaffney and Paul Connolly.

In a brief statementissued after Mr Reid-Scott’s resignation, INM said “steps will be taken, as soon as practicable, to make additional appointments to the board”.

Both Mr Reid-Scott and Mr Osborne had been on the INM board for less than a year; Mr Reid-Scott having been head-hunted by the previous management only six months ago.

It is understood he had wanted to be made chairman, succeeding Mr Osborne in the aftermath of last week’s meeting, and introduce a number of non-executive directors who were independent of INM’s high-profile shareholders.

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