Conroy Gold chairman Prof Richard Conroy did not abuse his power when he blocked the election of shareholder Patrick O'Sullivan and two others to the company's board, the High Court heard on Friday.
Mr O’Sullivan wants the court to overturn a ruling by Prof Conroy, at an extraordinary general meeting last month, that votes to appoint him and two others to the gold prospector’s board were invalid.
Prof Conroy argued that the motions to appoint Mr O'Sullivan, Gervaise Heddle and Paul Johnson as directors did not comply with article 85 of the company's articles of association – its rule book – and were ineffective.
Conroy Gold's senior counsel, Brian O'Moore, told Mr Justice Max Barrett on Friday that "there was no question" that Prof Conroy abused his powers as chairman by ruling the vote ineffective.
Article 85 requires candidates for Conroy Gold’s board to confirm in writing their willingness to serve as directors and provide relevant personal information, including details of their careers.
The company maintains that the three men failed to provide this information and thus were not eligible to be elected to the board. Acting on legal advice, Prof Conroy allowed the vote on their candidacy to go ahead but ruled their election invalid.
Shareholders who controlled almost 38 per cent of the company voted in favour of the three men.
However, the company’s position that they were not eligible means that they have not taken seats on the board.
Article 85 is meant to ensure that Conroy Gold complies with Irish company law. Mr O'Sullivan and the others say they provided the necessary information to the company's advisers, Allenby in London and IBI in Dublin.
However, Mr O’Moore told the court that the information the three provided to Allenby and IBI was to comply with stock-exchange rules. He said this was completely different from the statutory requirements that article 85 is meant to satisfy. Mr O’Moore argued that all three candidates knew this.
Conroy Gold wants to mine gold deposits that it controls in both Ireland and Finland. Mr O'Sullivan owns almost 29 per cent of the company.
He has been unhappy with the board for some time, arguing that it is too big and pays itself too much.
