Board decided to replace CEO weeks before he made protected disclosures
THE board of Independent News & Media (INM) “lost confidence” in then chief executive Robert Pitt over unspecified “difficulties and differences”, the High Court has been told.
According to an affidavit filed by INM director Dr Len O’Hagan, it was intended then company chairman Leslie Buckley would tell Mr Pitt of the board’s decision to replace him.
However, this did not happen before he made protected disclosures.
Protected Disclosures laws prohibit the firing of whistleblowers.
INM was involved in discussions with Denis O’Brien’s Communicorp Group about purchasing Newstalk around this time.
The deal never went ahead amid disagreement between Mr Pitt and Mr Buckley over the valuation of the station.
Mr Pitt would claim in protected disclosures to INM and the Office of the Director of Corporate Enforcement he was put under pressure by Mr Buckley to agree to paying an inflated price.
Dr O’Hagan says “difficulties and differences” arose between Mr Pitt and the board during 2016.
He said Mr Pitt discussed resigning with Mr Buckley and had at least one conversation with another director, Jerome Kennedy, in about September 2016 in which he “expressed difficulty in his relationship with the board and doubt as to whether he should continue as CEO”.
According to the affidavit, an “informal meeting” of non-executive directors was convened “to discuss Mr Pitt’s performance” on October 19, 2016. It was at this meeting the board decided to replace him.
Dr O’Hagan said he could “categorically state” the board was unaware of any concerns Mr Pitt would later outline. Mr Pitt made disclosures about the Newstalk deal on November 11 and November 18, 2016.
A separate protected disclosure, about a suspected major data breach at INM, was made to the ODCE on August 10, 2017.
Mr Pitt first learned about the data breach in May 2015, but did not raise concerns at the time. He departed INM last October with a €1.5m severance package.
Dr O’Hagan said it was not clear to the board why Mr Pitt had not drawn attention to the data concerns at an earlier stage.
“As CEO of a media organisation it was incumbent on Mr Pitt [to] draw these matters to the attention of the board and to take appropriate action in his executive capacity,” he said.