INM chief made protected disclosure under whistleblower rules

The chief executive of Independent News & Media (INM) made a protected disclosure under whistleblower legislation about the circumstances surrounding a proposed bid by the company for Newstalk, the radio station owned by INM’s largest shareholder, Denis O’Brien.

Following Robert Pitt’s protected disclosure, senior counsel and a corporate governance expert were retained in December to carry out an independent review of the proposed Newstalk bid “and related matters” for the company’s board.

Subsequent to this, the Office of the Director of Corporate Enforcement (ODCE), the State’s corporate watchdog, directed INM to produce company records relating to the proposed Newstalk bid and “and related matters that were the subject of [INM’s] announcement on 28th November 2016”.

INM says it “is complying with [the requirement] from the ODCE”, which the company says “is a procedural matter that does not involve any conclusion that there has been a breach of law by the company of its officers”.

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‘Issue’ had arisen

The November announcement that forms part of the basis for the ODCE intervention was made to investors following detailed queries from The Irish Times over the Newstalk bid.

In it, INM confirmed that "an issue" had arisen between Mr Pitt and Leslie Buckley, INM's chairman and an associate of Mr O'Brien. It confirmed the row between the two men was over the terms of a proposed Newstalk bid, which is understood to refer to the price tag INM might pay.

It is understood Mr Pitt commissioned a valuation that was much lower than the price sought by Communicorp, Mr O'Brien's company that owns Newstalk.

INM's November statement also confirmed Mr Pitt complained last year to the board's senior independent director, Jerome Kennedy, over his dispute with Mr Buckley. It said a board sub-committee investigated Mr Pitt's complaint but found "no issue of concern arose for the company".

When asked a detailed series of questions on Tuesday about Mr Pitt’s protected disclosure and the circumstances that led to the establishment of an independent review on top of its previous internal probe, INM declined to comment.

Protected disclosure

It directed The Irish Times to a section of this morning's annual results announcement that referred to the ODCE intervention and the independent review. It said it would not comment any further.

Under whistleblower legislation, employees of a company can make a protected disclosure over alleged “relevant wrongdoings”. This could include, for example, a failure within the company to adhere to a legal responsibility.

A protected disclosure can be made to the company itself, or also to a prescribed person, such as the director of corporate enforcement or other regulator. If made to an outside body, the information must be “substantially true” to be a protected disclosure. This is a higher standard than for internal disclosure.

A person who makes a protected disclosure is also legally protected from being sacked for making the disclosure, or otherwise penalised or threatened.