Bord na Mona must answer questions on its internal conduct

THE board of Bord na Mona is due to meet this week - probably tomorrow - to see if it can decide what to do about the remuneration…

THE board of Bord na Mona is due to meet this week - probably tomorrow - to see if it can decide what to do about the remuneration package received by its managing director, Dr Eddie O'Connor. It remains to be seen whether the meeting will go ahead on schedule.

From the point of view of the public, however, a number of questions now need to be answered. No doubt the directors are already asking the questions.

First of all, a clear view is needed of just how much Dr O'Connor earned over the years in question. Issuing his first public statement since just after the affair started, the Bord an Mona managing director yesterday strenuously took issue with the way accountants Price Waterhouse calculated his package over the past nine years. The nub of his argument is that the accountants included business expenses as part of his package; he argues that such expenses were not part of his remuneration, but were merely reimbursing him for money spent as part of his work.

Dr O'Connor says that he was in receipt of some "expenses that were part of the personal benefits agreed with the previous chairman". But he says that the total of salary, bonuses, board fees and personal and unvouched expenses comes to less than £750,000 over the nine years. The draft Price Waterhouse report puts the total at £1.9 million, when business expenses are included. What the board must now determine is where the dividing line lies between business expenses and the personal expenses and benefits which Dr O'Connor received.

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The main issues for the board surround what might be called corporate governance, or the way Bord an Mona was run. They are:

. Were the expenses and benefits claimed by Dr O'Connor appropriate?

. Was the total package approved by the former chairman, Mr Brendan Halligan?

. How was it that neither the board of the company nor the remuneration committee was aware of the extent of the payments to Dr O'Connor?

A crucial issue is what was or was not agreed with Mr Halligan. In his statement last night Dr O'Connor said that when he took the job, Mr Halligan was mandated by the board to negotiate terms with him and keep them confidential. The boards - and the public - now need to know the precise nature of this agreement and if it was indeed intended that the board not be given the full details.

This brings us to one of the conundrums of the affair so far. Why has the current chairman, Mr Pat Dineen, not already spoken to Mr Halligan? Or why has Mr Halligan himself not publicly clarified the issue? Mr Dineen has said that he wanted the final Price Waterhouse report in hand before speaking to the former chairman. With the accountants' work nearly complete - albeit in a form to which Dr O'Connor objects - it is now essential that Mr Halligan's account of events be heard.

The final draft Price Waterhouse report says that Dr O'Connor claimed over £66,000 in unreceipted expenses over nine years. This appears an unusual way for a managing director, or any company executive, to claim expenses. The board should know how this procedure was drawn up and whether it was fully cleared with Mr.Halligan.

The directors may also have further questions about the level of business expenses that the managing director received and about the details of some of the expenses. Nobody would dispute that a managing director should be able to travel wherever and whenever needed, stay in good hotels and entertain clients and associates in fine restaurants. But board members - and the accountants - have asked for further details in areas of spending such as travel, and these need to be provided.

The final question relates to a disagreement over the ownership of a life assurance bond which is part of Dr O'Connor's pension arrangements. It appears that the company has paid the premiums but there is a dispute about whether Dr O'Connor owns the policy personally or is holding it in trust for the board. How and why did this disagreement arise? Surely such an issue should have been fully clarified when the policy was opened?

The issue at Bord an Mona is not whether the managing director was paid enough for what was a job well done. It is the way the company has been conducting its internal business and, specifically, remunerating its managing director. For the sake of all involved, it is now essential that all the facts are revealed.

Cliff Taylor

Cliff Taylor

Cliff Taylor is an Irish Times writer and Managing Editor