TIDMINM
RNS Number : 4958O
Independent News & Media PLC
18 May 2018
CHAIRMAN'S INTRODUCTORY STATEMENT AT AGM
Independent News & Media plc ("INM") is issuing this update
in advance of its Annual General Meeting which is being held today
at 11.00 a.m. in Dublin.
A copy of the AGM presentation will be available on the Group's
website after the meeting. At the AGM, Murdoch MacLennan, Chairman
of INM, will make the following statement:
As we have previously announced, INM received notice on 23 March
2018 from the Director of Corporate Enforcement (the "Director") of
his intention to apply to the High Court for the appointment of
inspectors to investigate the affairs of the Company.
The Company has taken the decision to oppose the Director's
application and has also brought proceedings seeking judicial
review of the Office of the Director of Corporate Enforcement's
(the "ODCE's") decision to issue the application to appoint
inspectors. The Company's application was heard by the High Court
last week, and we await the Court's decision.
I wanted this morning to explain why INM has taken the decision
to oppose the Director's application and why your Directors
consider that it is in INM's and its shareholders' interests that
we do so.
The Board's priority is to do all it can to preserve and protect
the interests of INM, all of its shareholders, its employees and
the members of its pension schemes.
The Director's application is being made under Irish company
legislation that enables the Court to appoint inspectors to
investigate the affairs of a company, and to report on those
affairs to the Court, if the Court is satisfied there are
circumstances suggesting that the affairs of the company have been
conducted in an unlawful manner or on other grounds as specified in
that legislation.
In August 2017 the Board notified a data security incident to
the Data Protection Commissioner. That notification was made in
good faith based on the material available to the Board at that
time.
On 23 March, with the Director's notice of intention to apply to
the Court for the appointment of inspectors, INM received from the
ODCE for the first time important new information regarding the
previously reported data incident. That new information indicated
the possibility of personal data having been put at risk of
inappropriate disclosure.
The Board is horrified at the prospect that third parties may
have had access for an improper purpose to data held by INM which
relates to, or concerns, INM's employees or others. If it has
occurred, this is entirely deplorable. The Board believes that any
person who facilitated or exploited such access should be required
to account fully as to how and why they obtained access to such
data, for what purpose and what use was actually made of such
data.
The Board is particularly concerned by the suggestion that data
maintained by journalists for the purposes of their professional
activities might have been accessed for any improper purpose. The
Board considers the integrity and protection of journalist sources
and inquiries a foundation stone of the operation of a free and
effective press and is committed to protecting those fundamental
principles.
The Board and I take these matters very seriously. We have
appointed Deloitte to conduct a full investigation and we will
continue to co-operate fully and actively with the ODCE and with
the Office of the Data Protection Commissioner as we have for the
last 12 months.
The Board is, however, gravely concerned that the appointment of
an inspector to INM would have a significantly damaging impact on
the Company and all its stakeholders, including its shareholders,
employees, members of its pensions schemes, readers and customers.
In considering its legal strategy, the Board is acutely conscious
that the appointment of inspectors to INM would by necessity result
in a very considerable ongoing cost to INM and a continuing
requirement to devote substantial resources to dealing with the
inspectorate.
INM has a strong and highly competent and experienced board. The
Board has recently been re-constituted with the appointment of four
new directors, including myself, following a number of
departures.
The Board has sought independently, diligently and in good faith
to deal with the ODCE investigation and all related matters for
over a year now.
During that period, INM has responded to 14 requests from the
ODCE for the production of books and records; has actively engaged
with the Office of the Data Protection Commissioner; has
established a formal and Independent Review, chaired by senior
counsel and a corporate governance expert, to examine the possible
acquisition of Newstalk and related matters; has adopted in full
the Report of the Independent Review, and has implemented or is
implementing all of the report's recommendations with respect to
governance at INM.
Against that background, the Board believes that it is not in
the interests of INM that an inspector would be appointed, and does
not believe that the appointment of an inspector would be either
justified or proportionate in all the circumstances, particularly
given INM's co-operation with the ODCE and the fact that the Data
Protection Commissioner is conducting her own investigation.
Let me tell you this: if there was any wrongdoing in the past it
was done without the knowledge or approval of the Board, and the
Board is prepared to take such steps as are necessary to protect
INM's interests and to obtain redress from third parties if advised
that it is appropriate to do so.
These are matters before the Court so that I cannot say more but
please be assured that your Board will continue actively to seek to
protect INM and its shareholders' interests on these matters.
In the meantime, the Board will continue to focus on delivering
INM's strategy and on the running of the business. I am pleased to
confirm that the Group's trading performance year to date continues
in line with market expectations. This is despite the challenges
from the red weather warning in March which had a negative impact
on the ability to get newspapers into shops, and higher declines in
Digital advertising than expected. The costs associated with the
ODCE, the Data Protection Commissioner matters and restructuring
the business will be treated as exceptional charges in the Group
Income Statement.
Thank you.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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