Independence is a tough criterion to truly satisfy

CURRENT ACCOUNT: Current Account was surprised to learn that, under strict corporate governance guidelines, just one of the …

CURRENT ACCOUNT: Current Account was surprised to learn that, under strict corporate governance guidelines, just one of the six non-executive directors of Arnotts, Mr Howard Kilroy, can be deemed to be truly independent.

Many of the others have close and long-standing ties to the company, which mean they would not be viewed as independent by the investment industry.

The chairman, Mr Michael O'Connor, has been on the board for nearly 35 years, having first joined it in November 1968.

Mr Richard Nesbitt represents the Nesbitt family, which still owns nearly 10 per cent of Arnotts, and has links to the retailer going back to the last century.

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Meanwhile, Mr Vivian Dudgeon is a former deputy managing director of the group and retired as an executive director less than three years ago.

Of the remaining non-executive directors, Dr Casey Tolar, a London-based fashion consultant, is not deemed independent because she receives consultancy fees from the group.

Mr Brian Davy is the senior independent director on the board but, in addition to having been a director for 15 years, his role as chairman of Davy Stockbrokers, broker to the company, means he would not be regarded as independent under investment industry guidelines.

Theoretically, this leaves just Mr Kilroy to champion the interests of small shareholders who must be growing worried that, if Carrgran's latest offer fails, their shares will fall back to the levels below €10 at which they traded before Carrgran's bids became public.