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Notice of EGM re Director Appointments

3rd Aug 2012 16:50

RNS Number : 3168J
Independent News & Media PLC
03 August 2012
 

NOTICE OF EXTRAORDINARY GENERAL MEETING IN RELATION TO PROPOSED APPOINTMENT OF FOUR DIRECTORS

Ticker: (Bloomberg) INM.ID/INM.LN and (Reuters) INME.I/INME.L

 

3 August, 2012,Dublin/London: Independent News & Media PLC ("INM" or the "Company") today published a circular to shareholders ("Circular") comprising a notice of an extraordinary general meeting ("EGM") in respect of the proposed appointment to the board of INM ("Board") of four new non-executive directors. The EGM will be held at 11.00 a.m. on 27 August, 2012 at The Conrad Dublin Hotel, Earlsfort Terrace, Dublin 2, Ireland.

 

The four proposed appointments to the Board (the "Nominees") are Mr. Leslie Buckley, Mr. Jerome Kennedy, Ms. Triona Mullane and Mr. Len O'Hagan. Biographical details and the strengths which it is believed each nominee will bring to the Board of INM at this time are set out in the Circular. The services of an external search consultancy were availed of in identifying and selecting the Nominees.

 

If all of the Nominees are appointed to the Board, the Board will comprise ten Directors of which six will be (as determined by the Board having regard to the relevant provisions of the UK Corporate Governance Code) independent non-executive Directors. Mr. Buckley previously served as a non-executive director of INM and as a representative of Mr. Denis O'Brien, the largest shareholder in the Company. If Mr. Buckley is re-appointed to the Board, the representation of Mr. O'Brien will be restored to the three nominees as agreed in March, 2009. This representation (three out of a total of ten Directors) is also consistent with Mr. O'Brien's current shareholding in INM (29.9% of the issued share capital).

 

Assuming approval of the Resolutions, the appointments will be effective immediately following the EGM. Thereafter it is envisaged that, without delay, the Board would agree the filling of those key Board roles which are presently vacant, namely the Chairmanship and the role of Senior Independent Director. The Board will also, without delay, agree the reconstitution of, and the appointment of a chairperson of, the key sub-committees of the Board. These committees have not yet been reconstituted following the recent departure of a number of directors who were members of these committees.

 

The Company believes that the proposed appointments will equip the Board with the appropriate balance of skills, experience, independence and knowledge to discharge their effective duties and responsibilities effectively, to address the challenges facing INM and to enable ongoing constructive engagement with all of its key stakeholders.

 

The Board believes that the resolutions set out in the notice of the EGM are in the best interests of the Company and its shareholders as a whole, and the Board is recommending that shareholders vote in favour of these resolutions, as the Directors intend to do on respect of Ordinary Shares owned and controlled by them. All of the resolutions being proposed are ordinary resolutions and they are not inter-conditional.

 

A copy of the Circular is available on the Company's website at www.inmplc.com. The Circular has also been filed with the Irish Stock Exchange and with the United Kingdom Listing Authority's National Storage Mechanism and will shortly be available at:

 

Company Announcements Office

Irish Stock Exchange

28 Anglesea Street

Dublin

Ireland;

 

and at

 

www.hemscott.com/nsm.do

 

 

 

- ENDS -

 

 

 

For further information, please contact:

 

Pat Walsh

Vincent Crowley

Murray Consultants

Group Chief Executive

T: +353 1 498 0300 M: +353 87 226 9345

Independent News & Media PLC

E: [email protected]

T: +353 1 466 3200

 

 

E: [email protected]

 

 

 Mark Kenny/ Jonathan Neilan

 FTI Consulting

 T: +353 1 6633686

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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