Independent News & Media : Board Changes

Independent News & Media PLC

Board Changes

Holding of Extraordinary General Meeting on 1 March, 2018

Dublin and London 19 January, 2018: Independent News & Media PLC (INM ID, INM LN) announces that its Chairman, Leslie Buckley, has informed the Company that he will be stepping down from his position at an Extraordinary General Meeting of the Company to be held in Dublin on 1 March, 2018. Allan Marshall, non-executive Director, will also retire from the Board on that date.

INM also announces the proposed appointment of four new non-executive Directors, namely John Bateson, Fionnuala Duggan, Murdoch MacLennan and Seamus Taaffe, to its Board.

The Irish Stock Exchange's Listing Rule 6.9 (1) provides that 'A listed company must ensure that at all times not more than one third of its board of directors is composed of persons who have been co-opted to the board.' Accordingly, the Board will convene an EGM to seek shareholder approval for these appointments. A circular and notice convening the EGM will be issued to shareholders in the coming weeks.

Details of the proposed Directors

John Bateson is Managing Director of International Investment and Underwriting (IIU) and represents IIU on the boards of various companies, both private and publicly quoted. Since joining IIU in 1995, he has been closely involved in the creation of its current portfolio of investments.

Prior to joining IIU, John spent six years with the corporate finance arm of NCB Group. He is a graduate of Trinity College Dublin and, having qualified as a chartered accountant with KPMG, is a Fellow of the Institute of Chartered Accountants in Ireland.

Fionnuala Dugganis Managing Director of KNect365 Learning, part of the events and conferences division of London-quoted Informa plc. A senior digital executive and leader, Fionnuala has enjoyed success in repositioning traditional industries for the digital age, and in establishing and scaling up digital businesses of many kinds inside global organisations.

Prior to Informa, she held senior executive roles at CourseSmart, Random House Group, EMI Music plc and Macmillan Publishers. A graduate of Trinity College Dublin and INSEAD, Fionnuala is currently a Governor and Member of the Finance and Resources Committee of London Metropolitan University and a Trustee of Yale University Press (London).

Murdoch MacLennanis Deputy Chairman of the Telegraph Media Group and was previously its CEO for 13 years. Before joining the Telegraph, he was Group Managing Director of Associated Newspapers and prior to that Managing Director of the Daily Record and Sunday Mail.

He is currently Chairman of the Press Association Group and Chairman of the Scottish Professional Football League. Between 1997 and 2003 he was President of IFRA, the global association for newspapers, and is now a member of the Board of the International News Media Association (INMA). Since 2016, he has been a member of the Council of Google's Digital News Initiative (DNI).

Seamus Taaffeis an experienced non-executive director and financial and management consultant. He was a Senior Audit Partner with KPMG until his retirement in 2009, as well as being a member of the Board of KPMG Ireland and Chairman of its Consumer and Industrial Markets Group.

Since 2012 Seamus has been a non-executive director of Total Produce plc and a member of its Audit Committee. He is also a director of a number of private Irish companies and a member of two charitable organisations based in Ballyfermot and Tallaght - Candle Community Trust, where he is Chairman, and The Priority Institute.

INM's Chairman, Leslie Buckley, said: 'I have taken the decision to retire from the Board in March after five-and-a-half years as Chairman. I would like to thank my Board colleagues, the INM Management Team and all the great people who work for the Company for their support during what has been an eventful and challenging time for both the Company and for the Irish newspaper industry as a whole.'

'I have great confidence in the Company's future and am delighted that Fionnuala, John, Murdoch and Seamus have agreed to join our Board. All four bring an enviable record of experience and expertise in newspapers and publishing, digital and the wider corporate world which will strengthen INM's Board at a time when we are facing rapid change and exciting new developments in our industry. These appointments will restore the Board to full strength and ensure that the Board and its key committees can meet the composition recommendations of the UK Corporate Governance Code. I would also like to take this opportunity on behalf of the Company and the Board to express my gratitude to Allan for his extremely valuable and positive contribution to INM over the last five-and-a-half years.'

The Board of INM thanked Leslie Buckley for his leadership of the INM Board and his contribution to the Company since his appointment as Chairman in 2012. 'Leslie has been a very strong leader of INM's Board during what has been a difficult and challenging period for the Company at a time of great change in our industry. He has shown great fortitude and resilience in guiding the Board during this time and leading INM's strategic efforts to prepare for the challenges that lie ahead. We note in particular, the very strong financial base INM now has following his term as Chairman. The Financial Restructuring led by Leslie in 2013 has cleared a legacy deficit in excess of €430 million, to a position today, where the Company has a cash surplus in excess of €90 million.'

Mr. Buckley's successor as Chairman will be announced shortly after the EGM.

Ends.

This announcement contains inside information.

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