INDEPENDENT NEWS & Media (IN&M) shareholders yesterday unseated director Leslie Buckley, one of Denis O’Brien’s representatives on the board of the group, in a rare corporate showdown.
Tensions on the board erupted in the aftermath of its annual general meeting yesterday after almost 58 per cent of shareholders voted against the re-election of Mr Buckley.
The last time shareholders of an Irish plc ousted a company director was in 2001.
A war of words began as Mr Buckley accused group chief executive Gavin O’Reilly of “actively canvassing company shareholders” to vote against his re-election. This was denied by Mr O’Reilly.
In a statement distributed after the annual meeting, Mr Buckley called on Mr O’Reilly and group chairman Brian Hillery to “consider their positions”, describing the chief executive’s behaviour as “bizarre”.
Mr O’Reilly responded that Mr Buckley “should be careful with his language” and said his allegations suggested “a conspiracy mentality” within a subset of the board.
“I understand Leslie’s upset,” he said. However, he added Mr Buckley’s distribution of a press release after the meeting accusing Mr O’Reilly of orchestrating the ousting was “unfortunate”, lacking in courtesy and did “a disservice to himself and to the company”.
“It’s really sad that Leslie has adopted the policy he has,” Mr O’Reilly said, pointing out both he and Mr Hillery had voted in favour of Mr Buckleys re-election.
The boardroom drama, which unfolded in front of shareholders in the Aviva Stadium conference room in Dublin, would not distract him from his job of reducing the group’s net debt and increasing operating profit, Mr O’Reilly said.
Mr Buckley’s defeat at the hands of institutional shareholders followed recommendations by proxy advisory groups Glass Lewis and ISS that shareholders vote against his re-election. Among the concerns cited was that Mr O’Brien, the media group’s largest shareholder, was over-represented on the board.
The proxy advisers moved against Mr Buckley after he and the two other directors affiliated to Mr O’Brien – Lucy Gaffney and Paul Connolly – informed Mr Hillery that they would be voting against the approval of the directors’ report and financial statements.
They stated that group director Bengt Braun should not be classified as an independent director due to his involvement with Wan-Ifra, a newspaper trade association. Mr O’Reilly is that body’s outgoing president.
Mr O’Brien’s three nominees followed through on their promise yesterday, raising their hands against the resolution to approve the directors’ report – a highly unusual occurrence at the annual meeting of a major public company. However, they voted in favour of Mr Braun’s re-election as a director.
In a statement, Ms Gaffney and Mr Connolly described the ejection of Mr Buckley as “a sad day for INM” and said the board was “undoubtedly weaker” as a result.
“The company has lost a key director, crucially one with significant experience in digital media. The entire board recommended his re-election and yet, bizarrely, some shareholders seem to have been motivated not to support him.”
Ms Gaffney and Mr Connolly stood by their decision to vote against the approval of the directors’ report. “As directors, we couldn’t put our names to a report that says corporate governance is alive and well at INM. We just don’t believe it to be the case.”
The group responded by noting that Mr Braun, a Swedish media expert, was considered to be an independent director by the four leading proxy advisory firms – Glass Lewis, ISS, Manifest and Pirc – while some 99.9 per cent of shareholders had voted in favour of his re-election. In addition, Ms Gaffney and Mr Connolly had previously considered Mr Braun to be independent.
Mr O’Reilly said institutional shareholders had clearly decided that the argument that Mr Braun was not independent was “baloney”.
The group chief executive said it was “remarkable” that Mr O’Brien had taken a libel action against both the company and journalist Sam Smyth in relation to a May 2010 article about Mr O’Brien and the Moriarty tribunal.
“I can’t see that it’s in the interest of the other shareholders for the largest shareholder to be suing the company and personally suing one of its star journalists.”