A report commissioned by businessman Denis O'Brien into corporate governance at Independent News & Media (IN&M) has heavily criticised the operational make-up of the group's board of directors.
The board of IN&M dismissed the report as "partisan".
Mr O'Brien, who owns an 8.35 per cent investment in IN&M, commissioned the review from Davis Global Advisors, a privately owned consulting firm that specialises in international corporate governance.
The O'Brien-sponsored review claimed some members are too closely affiliated with the principal share owner and called for an independent audit of the company's governance practices to secure performance and share owner confidence, and to identify "unnecessary liabilities in achieving those missions".
The report's overall conclusion was that IN&M "falls markedly short of best-in-class corporate governance when compared to either home or global market peers."
The firm's "Achilles' heel", it says, is a board of directors whose members "nearly all have affiliations in some fashion with the principal share owner, who is also the chief executive".
It goes on to claim that "substandard practices in board independence at IN&M unnecessarily undermines investor confidence" which could place the company and its shareholders "at a possible disadvantage in relation to rivals whose lines of accountability are perceived as more constructive".
The review is also critical of "unidentified remuneration apart from directors' fees" it claims some board members received during their tenure.
In a statement, the board of IN&M rejected the findings of the report.
"This is a paid for, partisan report commissioned by a shareholder with an agenda as yet unknown," it said. "IN&M is delivering superb financial performances for its shareholders and has a strong share price relative to its media peers.
"The Board of IN&M is satisfied that it complies at all times with the provisions of the Combined Code."