Oppression and unfair treatment: reallocation without notice set aside and prior editorial functions restored until near-term retirement.

The board found that the 20-3-2010 reallocation of the second petitioner's departmental functions was effected without adequate notice or opportunity to answer and constituted unfair treatment; that decision is set aside and the prior allocations are to be restored until the petitioner's agreed near-term retirement. The board rejected a broader claim of company-wide oppression or public prejudice against respondents 2-10 for lack of persuasive evidence. No enforceable editorial retirement or succession framework was established from informal discussions. Equitable relief was limited to restoration of the second petitioner's former functions; wider structural and appointment remedies were declined and remitted to board/shareholders.

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Issues: (i) Whether the treatment meted out to the second petitioner was unfair and oppressive; (ii) Whether respondents 2 to 10 conducted the affairs of the company in a manner oppressive to the petitioners and prejudicial to the interests of the company and public interest; (iii) Whether there existed an enforceable editorial framework for retirement and succession for editorial board members; (iv) Whether the petitioners were entitled to equitable reliefs flowing from alleged oppression/mismanagement; (v) What reliefs and costs should follow.

Issue (i): Whether the treatment meted out to the second petitioner by the respondents has been unfair and oppressive.

Analysis: The reallocation of the second petitioner's functions by the board on 20-3-2010 involved substantial curtailment of long-held departmental responsibilities, was effected without prior agenda or opportunity to answer allegations, and followed contentious conduct by the parties. Past practice, dates of prior appointments, and the short remaining period to retirement are relevant. The board decision on 20-3-2010 as to the second petitioner's departmental allocation was found to lack adequate notice and explanation.

Conclusion: Relief in favour of the petitioners is granted on this issue; the board decision of 20-3-2010 reallocating the second petitioner's functions is set aside and the prior allocation in respect of the second petitioner is to be restored.

Issue (ii): Whether respondents 2 to 10 are conducting the affairs of the company in a manner oppressive to the petitioners and prejudicial to the interest of the company and public interest.

Analysis: The company is an incorporated public limited company with family shareholding and the board's broader managerial reorganisation aimed at broad-basing management was supported by the majority. Apart from the specific unfair treatment to the second petitioner, there was no persuasive evidence that the overall conduct of respondents 2 to 10 amounted to oppression of members generally or prejudice to public interest sufficient to warrant wider intervention.

Conclusion: Against the petitioners on this broader issue; no general finding of company-wide oppression or public prejudice is made.

Issue (iii): Whether there was an editorial framework for retirement and succession for the editorial board members.

Analysis: Discussions among editorial directors in September 2009 were informal and did not constitute a binding decision in law or in the company's articles; the clause on retirement at 65 had been deleted previously and no enforceable contractual or constitutional provision for editorial retirement and succession was shown to exist.

Conclusion: Against the petitioners; no enforceable editorial succession framework is established by the evidence.

Issue (iv): Whether the petitioners are entitled to any equitable reliefs.

Analysis: Equitable relief is available where specific unfairness is established. The informal nature of alleged prior commitments limits reliefs based on legitimate expectation, but the lack of notice and the reallocation of the second petitioner's departmental functions merit corrective relief limited to restoration of his prior allocations until his agreed near-term retirement.

Conclusion: Partly in favour of the petitioners; equitable relief is granted to the extent of setting aside the 20-3-2010 reallocation affecting the second petitioner and restoring his prior departmental allocations, but other claimed equitable remedies are declined.

Issue (v): To what reliefs and costs.

Analysis: Specific remedies were considered: (a) implementation of a permanent editorial succession plan and a corporate governance policy based on informal discussions; (b) annulment of the appointment of the managing director and reallocation of non-editorial functions; (c) annulment of appointments of foreign correspondents; (d) appointment of an independent chairman. The foreign-correspondent appointments obtained statutory approval and have become a fait accompli; the court found them no longer pressed. The permanent succession and governance prayers were declined as judicially unmanageable and left to board/shareholder decision. The limited remedy of restoring the second petitioner's prior allocations was ordered. No order as to costs was made.

Conclusion: Reliefs granted: setting aside the board decision of 20-3-2010 insofar as it reallocates the second petitioner's functions and directing restoration of his prior allocations; Reliefs declined: implementation of a permanent editorial succession plan, a permanent corporate governance policy on the basis of informal discussions, annulment of the foreign correspondent appointments, and appointment of an independent chairman; No order as to costs.

Final Conclusion: The petition is partly allowed: the specific board decision reallocating the second petitioner's functions is set aside and his prior departmental allocation is to be restored pending his agreed near-term retirement, while all other substantive reliefs sought by the petitioners are refused and related matters are remitted to the board and shareholders for consideration.

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