Judged by any standards Telecom Éireann are one of the biggest companies in the State. With 13,500 employees they are in the top ten employers in the country. With a turnover of £782 million in 1990-91 they had the eighth largest company turnover in the country. With almost 1 million customer lines they are connected to 67 per cent of households in the State. They have 17 subsidiary and related companies covering all aspects of telecommunications ranging from directory publishing, sale of equipment, cable TV, and foreign consultancy. They provide residential security systems, a radio paging service, research and development services, and electronic trading services in addition to their basic telephone and data transmission facilities.
The nub of the issue which we are discussing today is a simple principle. In order to properly conduct the business of a company, whether in the public or the private sector, a chairman must have the support and confidence of his-her board.
The fact of the matter is that the chairman of Telecom lost that confidence. The board of the company, out a sense of unease and tension, formally passed a motion of no confidence in him and made contact with me which ultimately led to my taking the only action I believed was appropriate in order to ensure that the best interests of the company prevail.
The sequence of events was as follows: On 26 June 1992, the company secretary of Telecom Eireann informed me that the members of the Board of Telecom, at a meeting earlier that day, had passed a motion of no confidence in the chairman, Mr. Brendan Hynes.
They requested an early meeting with me to inform me directly of the situation. I could not meet them on Monday or Tuesday of last week, because I was signing a transport agreement in Hungary, so the board agreed to meet me in Galway on last Sunday week, 28 June.
When they met me, the board made it clear to me that this no confidence motion was not a sudden or an easy decision. It had been reached after careful consideration, with great reluctance.
The reluctance and the personal regret resulted from their appreciation of what the chairman was setting out to achieve. They had welcomed the appointment of Mr. Hynes as chairman of Telecom and individually and collectively had given him every assistance possible. Individual members of the board had briefed him on various aspects of telecommunications and he had been given full access to all the information available in Telecom Eireann. They stressed that there was a general desire in the company to assist the chairman in every way in his task of leading the company. He had clearly devoted time and effort to the task. He had become familiar with the strengths and weaknesses of the company in order to identify the policy changes which would allow Telecom Éireann to continue to prosper in the increasingly competitive days ahead.
The problem was not with the former chairman's thinking, the problem was with the former chairman'smodus operandi. The company and the former chairman are not greatly at odds on what has to be done, but they are at odds on how it should be done.
In business terms, there is just no point in having the right objective and the determination to achieve that objective, if you cannot take the board and management of the company along with you. As chairman of a State-sponsored body, there is just no point in having a vision of the future of that company, and submitting documents to the Minister which incorporate that vision, if you have not cleared those documents with the board in advance.
This is really the heart of the matter. It is the board of the company who collectively have overall statutory responsibility for the company — not any officer of the board or of the company: proposals being sent to me from the company must have the approval of the board; no officer of the board can function without the support of the board and the board normally report to me through the chairman or the company secretary. In practice, this means that a chairman must secure board approval for his-her proposals. So, the House can see, the situation facing me last week was very clear.
The board had come to a unanimous decision that they had no confidence in the chairman. It was a situation without parallel in the last 40 years. The board were unequivocal: the chairman must go or they would go. When I sought clarification on why they had so decidedly lost confidence in the chairman, the board identified a number of key factors.
They spoke of the chairman's style of operation at board level, which they regarded as unacceptable. They spoke of his interaction with senior management of the company, which they also regarded as unacceptable. They spoke of a divisiveness created within the board and of loss of morale both within the board and within the company generally.
I could not claim to have been without choices in this situation. I certainly had a choice — in the same way that a person who is between a rock and a hard place has a choice. If I did not seek Mr. Hynes's resignation, the board would, individually or collectively, resign. I listened, took advice, took time to consider this grave matter over a period of almost a week, and on Friday, asked for Mr. Hynes's resignation.
When he refused to resign I had no realistic option but to remove him under section 16 (2) (b) of the Postal and Telecommunications Services Act 1983, with the consent of the Minister for Finance. Although he has been removed from office he will continue to be entitiled to receive a fee of £7,500 a year up to and including 28 January 1996.
While we are here today to discuss the removal of Mr. Hynes, there can be no doubt that if I had taken a different decision we would be here today debating the resignation of some or all of the other board members. This is a classic case of the Minister being in a "no win" situation.
I have acted in the best interest of Telecom Éireann, their employees, their customers and the taxpayer. Telecom Éireann have made great strides over the past ten to 12 years and we now have a first-class telecommunications service. They must continue to improve their efficiency and reduce their costs. Charges must be brought closer to those of our major trading partners.
The telecommunications environment, both nationally and internationally, is becoming increasingly competitive. I will take a personal interest in ensuring that Telecom are geared to cope with the competition. I ask those who argue that they have Telecom's interest at heart not to undermine their achievements or hinder them continuing development.
There was some speculation in the media that differences of opinion on privatisation might have contributed to the disagreement between the chairman and the board of the company. I am assured there were no such discussions at the board. Decisions on privatisation are a matter for the Government and not for the board of Telecom Éireann.
I have asked Professor John Scanlan to take over as acting chairman. He will have exactly the same brief as his predecessor. Professor Scanlan is currently professor of electronic engineering in University College, Dublin, and a member of their governing body.
He has been a director of Telecom Éireann since 1984. He, therefore, is closely acquainted with and has a deep understanding of telecommunications in Ireland. At a European level, he is a member of the COST telecommunications group. He is the only Irish Fellow of the prestigious Institute of Electronic and Electrical Engineers of the United States.
I expect him to ensure that the board deal speedily and decisively with the major issues facing the company. Cost containment and, indeed, reduction must be a priority and benefits must be passed on to the customer in the form of real reductions in charges, and to the taxpayer in the form of increases in dividend.
In addition the acting chairman will have a major role in ensuring that the company's control systems are revised and updated as I requested in my letter of 27 March last in order to protect the interest of the shareholder — who is the taxpayer. The board will have to satisfy themselves that they have all the appropriate information to supervise the company properly.
I want to pay tribute to the staff of Telecom Éireann who have made a major contribution to the success of the company by their full co-operation with technological change, changing work practices and cost reductions.
I have every confidence in the board of Telecom Éireann and in their capacity to have the wisdom to put recent events behind them and in their determination to ensure that the company will continue to be successful in facing the increasingly competitive communications environment.