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Boardroom rift goes public at Ireland's biggest media company INM

01 Sep 2017 / corporate law Print

Counsel intervenes at tense INM AGM

At the Independent News and Media AGM at the Westbury Hotel on 23 August, legal counsel David Byers engaged with a disgruntled shareholder.

Peter Byrne of Enniscorthy told the meeting he had sent by registered post two resolutions for voting on at the AGM and had received no reply.

He said his resolutions met the AGM criteria and he would like them voted on. His letter had been signed for as received by Independent Newspapers on 20 July.

Deadline

Company secretary Michael Doorly responded that the deadline for submissions was 42 days ahead of the AGM, on 12 July.

Mr Byrne then pointed out that there had not been public notification of the AGM details a full 42 days before it was convened.

McCann FitzGerald partner David Byers explained to the shareholder that there is a statutory right for shareholders who represent three per cent or more of the votes to put items on the agenda for an AGM.

“That statutory right expires 42 days before the AGM. In order for that to be effective, the date of the AGM is made known to the market well before the 42 days, as it was done here, but the notice of AGM is published usually about a month before the AGM.

“The notice of the AGM itself sets out the protocol for new matters to be put but the deadline set by law expires 42 days beforehand. That is effective because the date of the AGM is known before that date.”

Mr Byrne responded “How are people like myself supposed to know, if I’m not in the know?”

Mr Byers responded “Every year the company explains the protocol in its notice of AGM”.

CEO Robert Pitt said he had no knowledge of the matter of the missing letter but would look into it immediately.

Afterward Peter Byrne said was disappointed with the lack of communication from the company.

“I sent these resolutions by registered post and I followed the tracking number and they were signed for on 20 July.

No response

“I thought I should have received a response. INM is a media and communications company and I received no communication.

“I’m disappointed that I received no reply to a registered letter.”

Resolution Seven on the AGM agenda related to allowing the company to continue convening EGMs on fourteen clear days’ notice, where the directors believe it is merited by the business of the meeting. The resolution was passed.

Another shareholder Sean O’Sullivan asked “Now that all the wrangling is over I want to know…can ye turn around the share price and start paying a dividend?”

Chairman Leslie Buckley responded that the board and management is working very hard to improve the company’s financial position. He said the company has no plans to pay a dividend but will review the situation each year. The INM cash pile is needed to pay for pension obligations and to make acquisitions, he said.

Chief executive Robert Pitt abstained in the show-of-hands vote to re-elect chairman Leslie Buckley.

INM revenue fell 8.4 per cent in the H1 2017 to €148.1m. Pre-tax profit fell 19.5pc to €14.9m as challenging conditions continue for print media and digital growth flattens out.

Gazette Desk
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