For the past six years, at the behest of the state’s corporate watchdog and authorised by the High Court, Sean Gillane and Richard Fleck have been investigating the business and governance of Independent News & Media (INM). 

Gillane, Irish senior counsel, and Fleck, a prominent lawyer in Britain, have teased through the company’s intimate secrets, perused financial documents and board minutes, and interviewed a slew of advisers, board members, and shareholders. It has been a significant body of work; Fleck was paid €2.79 million for his efforts until the end of 2023 while Gillane received €1.72 million for the same period.

Last week, the two inspectors submitted their final report. It runs to 868 pages, and, while the topics under consideration are dense, the report is actually quite readable. 

The trouble, however, is that most people have not read it all. 

The world has moved on since those helter-skelter days of 2018, when the seemingly never-ending rollcall of controversies and scandals in the media group prompted Ian Drennan, the state’s corporate enforcer, to dispatch his lawyers to the High Court to seek the appointment of the inspectors. Drennan will now have to assess the contents of the report to determine what actions, if any, are taken next. 

The report was welcomed by Denis O’Brien, the tycoon who was formerly the largest shareholder in the media group. O’Brien was found to have limited knowledge of the data breach at the company. It was welcomed too by Leslie Buckley, O’Brien’s longtime lieutenant and INM’s former chairman. While the inspectors found that Buckley was in breach of his responsibilities as a director of the company, he did not prefer the interests of Denis O’Brien.

However, beyond those headlines, the details contained in those 868 pages paint a picture of boardroom dysfunctionality and raise profound questions about the stewardship of the country’s largest media group during the period under inspection.

Take the attempt to relieve Robert Pitt from his role as INM chief executive. At the end of a board meeting in October 2016, Pitt and other management were asked to leave. In their absence, a decision was taken to discuss his departure. Buckley wanted to do it that day. Jerome Kennedy, a former managing partner of KPMG and the board’s senior independent director, suggested they wait until they received legal advice. A meeting was arranged for November 11. Hours before that meeting took place, Pitt made a protected disclosure to Kennedy, centring on Buckley’s role in the proposed acquisition of Newstalk. The termination meeting was jettisoned. Some of the directors, based on the disclosures made by Pitt and his CFO Ryan Preston, believed that the two executives had actually overheard the private conversations at the October 16 board meeting.  

This is a vignette of wider dysfunction, and that dysfunction is laid bare in the detail of the report. And those details matter. 

Take the disclosure of “inside information” from Buckley to O’Brien. In their determination, the inspectors said that nine communications between Buckley and O’Brien (or his representatives) relating to Pitt’s protected disclosure included significant confidential information. This included the allegations made by Pitt and Buckley’s response to those allegations, the breakdown in relations between Pitt and Buckley, the involvement of the Office of the Director of Corporate Enforcement, and how those matters were being addressed by INM, including the legal advice that it was receiving.

The report said the inspectors were “satisfied that such communications included information that was likely to have a significant effect on INM’s share price and, therefore, contained inside information”.

(The inspectors said that Buckley disclosed information to O’Brien in the belief that O’Brien was an insider and would keep any information confidential and that the confidential information was not disclosed by Buckley for an improper purpose.)

Nonetheless, the report determined that Buckley passed on potentially market-moving information. 

Or take the response of the board, led by Buckley, to the protected disclosures by Pitt and Preston. In this case, the report said the response had “involved an incorrect approach to the legislation” and concluded, “that the sub-committee’s consideration of Mr Pitt’s disclosure was fundamentally defective”. 

It concluded: “Those failures cannot be characterised, as asserted by the INM directors, as an error of judgement arising solely from the failure to interview Mr Pitt. They arise from a failure by the sub-committee to discharge its responsibilities as set out in its terms of reference. 

“Consequently, in our view, the conduct of the directors concerned fell below that to be expected of directors of a public limited company in circumstances where very serious allegations had been made by the company’s CEO against its chairman which they had been mandated to investigate.”

Or take the interrogation of the emails. The report made no finding as to why the email accounts were interrogated and removed to a facility in Wales, a point that Sam, one of the so-called INM-19, examined in his column on Thursday. 

However, it did criticise Buckley’s failure to tell the board that he had authorised the removal and interrogation of INM emails by a third party, a decision that resulted in the company being found to have broken the Data Protection Act.

The inspectors said they were not persuaded by the evidence given by Derek Mizak, the IT consultant retained by Buckley, about how he generated the names of the 19 accounts to interrogate. Buckley, meanwhile, got O’Brien to pay for the exercise as it would be embarrassing for him to explain to INM, in the context of a cost-cutting exercise, the nature and scale of the work undertaken.

And then there is Buckley’s role in the failed attempt to purchase Newstalk, a radio station owned by O’Brien and the deal that prompted Pitt’s protected disclosure. 

In the view of the two inspectors, given he was non-executive chairman of INM and a nominee of O’Brien, Buckley should have ensured that the opportunity to acquire Newstalk was passed to INM’s management to progress, left management to determine whether to proceed with the negotiations with Communicorp and, if so, on what terms, and informed the M&A Committee that the possibility of acquiring Newstalk from INM’s major shareholder was actively under consideration.

None of this happened. Furthermore, it said he should not have involved himself in the negotiations to the extent that he did and not have actively engaged with those representing Communicorp after the initial indication that Communicorp might be willing to sell Newstalk.  

Buckley was also called out in the report for the engagement of O’Brien’s private investment company as an adviser on the sale of the company’s Australian assets, something the report said was “inconsistent with his responsibilities as a director”. The arrangement was abandoned after Pitt told Buckley it would have to be publicly disclosed.

It is easy to commission reports and to move on. It has happened time and time again.

It is why controversies have emerged time and time again.  

This report did not have a smoking gun. But to stretch the analogy, that is not to say it did not fire any bullets. 

It has raised profound questions about the affairs of a publicly traded company during that period, a time before it was acquired by the Belgian media publisher Mediahuis. 

Lots of those questions centre on details as opposed to headlines. But those details truly matter.

Elsewhere last week…

Elsewhere last week, I spoke with the Ibec chief executive Danny McCoy ahead of Budget 2025. The Fiscal Advisory Council believes the government is going too far in Budget 2025. McCoy disagrees. He told me why.

Dublin has long been top of the pack as a location for data centres. Now energy and infrastructure concerns in the race to net-zero emissions are leading operators to countries like Finland and Sweden instead. 

Kristo Mikkonen had a fascinating report. 

Thomas continued with the theme, arguing that tech-driven power demand is adding strain to Ireland’s energy infrastructure, but it also supports the investment needed to make it greener. “Don’t believe any of the black-and-white answers to this thorny question,” he wrote.

In 2022 Vermilion, the firm behind the Corrib gas field, was gearing up for dividends and share buy-backs. Then the government moved to levy windfall gains in the energy sector as prices rocketed. Francesca had the story of what happened next. 

Net migration is volatile in Ireland and may well rise and fall over the coming years. But what seems far less likely to change is longer-run structural changes in society, all of which point to smaller households. This needs to be central in the housing discussion, not migration, according to a column by Ronan.