The recent travails of John Delaney, the chief executive of the Football Association of Ireland, have thrown the focus back on to a nebulous but utterly crucial aspect of running an organisation: corporate governance.
As principles go, corporate governance is a bit of a downer. It is worthy and safe, but undeniably boring. If corporate governance was alive, you’d never be too worried about it going out with your sister but you’d still avoid it at parties.
And that tends to be the Irish attitude to corporate governance in general: that we should sound interested, but ignore it when it suits. Most Irish administrators or business managers see the importance of it... until their eyes glaze over.
There are books and codes galore about what constitutes good corporate governance, and how to implement proper controls and ensure transparency.
But really, most of the talk about corporate governance boils down to one irrefutable truth: you must have a decent, independent-minded board of quality directors who are capable of putting manners on your organisation’s executive. Ensure that, and most of the other necessary controls will emerge in time. Fail to do it, and eventually the organisation will pay a hefty price.
Delaney and the FAI are paying that price right now, as the furore over the details of its financial relationship with its chief executive threatens to overwhelm it. Its board lacks overall independence and many members appear to be too close to the association by dint of time served.
Good corporate governance practice suggests that a properly independent non-executive director is less useful after about six years and is past their sell-by date by nine years. Half of the FAI’s directors have been in situ for 14 years or more.
Bolshier board
If the FAI had a bolshier board, with fewer links to Delaney and the Irish football world, would the chief executive of the national football organisation be paid a salary almost twice that of the Taoiseach? Would it have signed off on accounts that made no mention of liquidity difficulties acute enough to require the chief executive to stump up a €100,000 loan that is not disclosed, or that his pay package included a large stipend to rent a house?
Would it have failed to rein in Delaney when he was filmed in high spirits singing rebel songs, or when his personal life was splashed across the tabloids, bringing unwelcome attention to the sport’s governing body?
The website of State agency Sport Ireland has a suitably worthy section about what informs good, ethical corporate governance. It is “an attitude of mind”, apparently. The members of the Irish football family are, quite frankly, out of their minds if they don’t insist on a new chapter on corporate governance. First page: appoint a suitably independent board. As green jersey agendas go, it is a no-brainer for the FAI.
Of course, the FAI isn't the only Irish organisation currently in the soup, with a board that doesn't meet best-practice guidelines on corporate governance. The share price of travel software Datalex has fallen 70 per cent so far this year, after it revealed its financial performance had been mis-stated and a projected profit turned into a loss. Its difficulties got so bad that its largest shareholder, Dermot Desmond, has put together a €10 million bailout.
Datalex’s accounting problems, according to an external review it released this week, were down to “material weakness” in its controls. The board promised this week to “continue to investigate the failings . . . to ensure all appropriate lessons are learned”.
Lesson number one for the Datalex directors should be this: buy a big mirror and hang it up in the board room. If you truly want to investigate your organisation’s “failing”, you could start by looking into that mirror.
Independent blood
The corporate governance code to which listed companies are expected to adhere suggests that chairpersons should be independent upon appointment. At Datalex, Paschal Taggart had been a director for eight years when he was appointed chairman, almost a decade ago. Peter Lennon, who is designated "independent" by the board, has been a director for more than a quarter of a century. The senior "independent" director, Roger Conan, has business links to Desmond going back to the 1980s, when he joined Desmond's NCB brokerage.
The Datalex board is crying out for an infusion of fresh, independent blood. Can you separate the review findings on its current difficulties from the shortcomings of its board make-up?
Independent News & Media is another prominent Irish business that didn’t see the need to conform with best practice on good corporate governance, until it found itself in the middle of an existential crisis. Some supposedly independent directors were nothing of the sort, and had to be reclassified after their links to shareholders such as Denis O’Brien were pointed out.
The former chairman, Leslie Buckley, would never have been appointed if INM was following the governance code because of his inextricable links with O'Brien. Now the company is the subject of a High Court inspection and Buckley's alleged actions are at the heart of it.
Anglo Irish Bank's troubles were exacerbated by corporate governance clangers, such as appointing its former chief executive, Sean Fitzpatrick, as chairman of its board. The Enron scandal was down to poor governance controls. Before its recent emissions scandals, Volkswagen was said to have an unwieldy board that did not pass muster on governance standards.
This stuff matters, everywhere. Bad corporate governance has consequences.
Irish economic success has its roots in our State’s propensity to embrace pragmatism. The Irish psyche dictates that rules can be bent or even broken if it serves a purpose. When this flexi-philosophy is applied to corporate governance, however, that’s when the trouble starts.
FOOTNOTE
- What is at the root of Web Summit founder Paddy Cosgrave’s blatantly obvious difficulty with some people connected to Denis O’Brien?
Evidence of it first emerged almost two years ago, when Leo Varadkar became Taoiseach. In a volley of facetious tweets, Cosgrave suggested that Independent News & Media, where O'Brien is the biggest shareholder, had preferred Simon Coveney. Varadkar's elevation was, according to one of Cosgrave's barbs, a "bad day for billionaires".
This week, Cosgrave was at it again. On Tuesday, he tweeted about O’Brien’s nephew, businessman Emmet O’Neill. In tweets that appeared to be soaked in sarcasm, he compared O’Neill to Warren Buffett and expressed mock admiration for O’Neill’s apparent success in securing shares in Topaz at a knockdown price from O’Brien, his uncle.
Later on Tuesday, he turned his tweet guns on O'Brien's long-time publicity adviser, James Morrissey, whom he mocked for his closeness to the businessman using a series of Simpson's metaphors (Morrissey as Smithers, O'Brien as Monty Burns).
Cosgrave suggested Morrissey had called him a couple of years ago on behalf of O’Brien, but he didn’t elaborate on the reason for the contact. Whatever it was, it has certainly put a bee in Cosgrave’s bonnet.
Or maybe the Web Summit founder is just one of those people who could get into a fight in a phone box. A day later on Twitter, he was in an entertaining scrape with Investec senior research analyst Owen Callan. In a discussion over whether Ireland is a tax haven, he accused Callan of being "posh" and "cosseted" and a beneficiary of "exceptional privilege".
Callan responded to the accusation of privilege by pointing out that Cosgrave is the son of a wealthy Wicklow landowner, and that the Web Summit founder went to one of the most expensive schools in Ireland – Glenstal Abbey.
