Bunfight at the EBS chaparral illustrates reality of directorships

This day week the members of the EBS Building Society will gather at the society's head office on Burlington Road for their annual…

This day week the members of the EBS Building Society will gather at the society's head office on Burlington Road for their annual general meeting.

It promises to be quite a circus. By now most of the members and indeed the public at large will have become aware that one of the directors, Ethna Tinney, is putting herself forward for re-election, without the support of the board. The board, led by chairman Mark Moran, say that she simply is not up to the job, and she counterclaims they are trying to remove her because she has spoken out for the members on issues such as executive pay.

Both sides have written polite letters to the members, but the mud is now flying thick and fast and confidential documents are being leaked with an enthusiasm that members can only wish was shown in equal measure when it came to increasing deposit rates.

Its hard to know what to make of it. Before the row blew up last month, most of the members of the EBS didn't even know she existed, never mind had an issue with her abilities.

Some of the documents indicate there was concern at board level about Tinney's performance as far back as 2004 when she got a formal warning from the then chairman Brian Joyce that she had a year to shape up or ship out. But, as Tinney points out, when the end of the year came she was not asked to resign.

She has also claimed she is being picked on because she opposed the planned merger of the EBS with Rabobank. She also claims to have incurred the wrath of the other directors for having the temerity to challenge the size of the executive directors' pay packages.

The EBS claims none of this is true, but as things stand it is a case of their word against Tinney's because as yet no one has leaked board minutes. But the way things are going, that is quite likely to happen.

Stepping back from it a bit, the whole row is a rather telling commentary on the notion that company directors - or in this case mutual society directors - hold their positions because they are elected to these jobs by the members or shareholders.

What the bunfight at the EBS chaparral demonstrates is that directors are selected and appointed by existing directors and that boards are, by and large, self-perpetuating organisms. Directors who do not fit in tend to be squeezed out by the others.

Regardless of whether you see Tinney as a mendacious underperformer fighting to save her skin or a victimised whistleblower, the reality is that her fellow directors have decided she does not belong and they are getting rid of her.

And if the EBS was a listed company, or any corporate entity other than a mutual society, that would be the end of it. A quiet word from the chairman to the effect that her fellow directors would not be supporting her re-election and her resignation would be proffered. She would get a kind mention in his agm speech thanking her for her years of service and valuable contribution.

What Tinney is doing - by appealing to the masses - would not be an option in a quoted company. It is possible in this case due to the EBS's mutual structure. Because the society is owned by its customers, who all have an equal stake, there are no big shareholders and the board itself controls no votes, other than proxies.

This means there is no big shareholder, or group of shareholders, on whose support the board can rely, to ensure that motions at annual meetings concerning the appointment of directors - or anything else - amount to little more than the rubberstamping of the directors' wishes.

Instead, the board of the EBS is having to resort to canvassing its members for their support and proxies, and has to afford Tinney the opportunity to do likewise. It has certain advantages, including being able to use the EBS staff to enlist support but to date Tinney seems to be holding her own in terms of getting her message out.

Next Monday could yet be a big embarrassment for the board of the EBS, whose faces should be pretty red at this stage anyway as the saga will do little for the EBS's reputation.

But whatever way the vote goes it is a good advertisement for the mutual structure as a way of giving all the members of an organisation a real say in how it is run. What chance now a vote on something important, like deposit rates?

John McManus

John McManus

John McManus is a columnist and Duty Editor with The Irish Times