Its 2016 annual report also confirmed its AGM has been put back to August 23.
It emerged in March that INM chief Robert Pitt used whistleblowing legislation to complain as a dispute raged last year over the potential acquisition of Newstalk.
INM said in March that the Office of the Director of Corporate Enforcement (ODCE) had asked it for documents involving plans it had to acquire Newstalk. The controversy involved the value of the potential acquisition. Denis O’Brien is a significant shareholder in INM and founder of Communicorp, which owns Newstalk.
In the annual report, chairman Leslie Buckley said INM complied with the 2014 version of the UK Corporate Governance Code “save for the exceptions outlined in the corporate governance statement”.
“As at the date of this annual report the board is noncompliant with provision B.1.2 of the 2014 code which requires that at least half of the board, excluding the chairman, comprise non-executive directors determined by the board to be independent,” says the report.
It states that INM “will take actions to address this area of non-compliance in the next four months”.
The INM board has decided four directors — Paul Connolly, David Harrison, Allan Marshall, and Triona Mullane — should not be considered independent.
It said Mr Connolly “has a business relationship and interests with a major shareholder, Mr Denis O’Brien. Mr Connolly also serves on the board of Communicorp Ltd, a company controlled by Mr O’Brien.” It said Mr Harrison “has a business relationship and interests with a major shareholder, Mr Dermot Desmond”.
The board said Mr Marshall “provided consultancy services to INM from 2013 to 2016 through a company called ComputerCall UK Ltd from whom he received additional remuneration”.
Ms Mullane should not be considered independent because she had business links with Mr O’Brien, it stated.
The “board believes that all of the non-executive directors have consistently demonstrated independent behaviour and thought in fulfilling their duties as directors”, it said.