Mirror directors watch their backs: The question of who knew what and when about the missing millions has divided the board at MGN

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WHEN the 14 directors of Mirror Group Newspapers were invited to an emergency board meeting on Sunday 1 December 1991 - three weeks after Robert Maxwell's death - some knew what to expect and some did not.

It is a division of knowledge that still runs deep today. At this week's annual general meeting, Sir Robert Clark, the MGN chairman, will endeavour to present a united public front. But behind the scenes, cracks in the board are growing.

Those directors who had no inkling of the group's missing millions cannot forgive those who did for keeping them in the dark. Some board members privately accuse others of being economical with the truth in an attempt to cling on to power. At the same time, some are siding with potential buyers, in the hope of retaining their positions.

In the words of one MGN director, life in the boardroom at present 'is an example of self-interest at its most Machiavellian with people thinking 'If A wins I will be dead, if B wins I will be dead, but if C wins, I will stay alive' '.

On the day of the December meeting, one non-executive director said: 'I got the phone call at home. I set off with the expectation that we had received a serious offer for the company and I had decided my line - that any buyer would have to give assurances about maintaining the political stance of the paper.'

He had a shock in store. The meeting had nothing to do with a potential offer. Instead it was revealed that around pounds 97m in cash was missing from the company and that there was a massive hole in the pension fund, which, it has subsequently been revealed, has cost MGN pounds 193m to fill.

The next day, MGN's shares were suspended and Ian Maxwell, the company's chairman, stood down, along with his brother Kevin, who had only joined the board four weeks previously, and Michael Stoney, the managing director (finance).

Ernest Burrington was immediately elected chairman, but he stood down last month. Lawrence Guest, the finance director, resigned. Sir Robert Clark, the new chairman, and his fellow directors have had to withstand a barrage of criticism from staff and a resounding 'no confidence' vote following the disclosure of large pay rises to Mr Burrington and Vic Horwood, the new chief executive.

Those attacks will be repeated at this week's annual general meeting. So far, only two directors - apart from the Maxwells and Mr Stoney - have paid the ultimate price and resigned (Mr Burrington steps down as a director at the agm). Even members of the current board agree that it is not enough.

In an assault on Mr Horwood, for instance, one current director said: 'Vic had the same amount of information on everything as Ernie Burrington, yet Burrington was the one to go.'

Others, he claimed, also have cause to examine their own positions. 'What in effect has happened is that some people on the board have said 'let us make sure we all look clean while making damned sure we leave a couple of people looking less than clean'.'

Mr Burrington and Mr Guest, he said, were seen as culpable because they signed company cheques transferring sums to Maxwell private companies. In the case of others, nothing was in writing and they have been able to distance themselves from any accusations of negligence.

Another director confirmed: 'Burrington and Guest went because they signed bits of paper. Others may have known what was going on, but they did not sign anything.'

According to the official account of events contained in Sir Robert's recently published annual report, five directors in addition to the Maxwell brothers and Mr Stoney knew about the problems with the missing money before the 1 December meeting.

They were Mr Burrington, Mr Guest, Mr Horwood, Sir Robert and Alan Clements, a non-executive director who is now acting finance director.

One director maintains, however, that while the report is true, it 'is a usefully vague summary of what actually happened'.

He added that more than five directors were aware of possible problems, ahead of the 1 December meeting. 'Short of writing memos, those who knew made sure their worries were shared.'

While some directors were not afraid of tackling Maxwell, others counselled a more cautious stance. On at least one occasion, according to the director, Mr Horwood warned about approaching Maxwell without sufficient evidence.

On 18 November, the five who the official story maintains definitely did know were told by Trevor Cook, who managed the pension funds, that more than pounds 100m could be missing.

Yet, remarkably, they chose not to share this information with all the other directors or their shareholders, and the shares continued to be traded for two more weeks before the horrible truth came out.

The divide between those officially in the know and the 'outer circle' has further split the board.

The directors who were not party to the 18 November meeting, or who feel information was kept from them, hold a grudge against those who knew.

This manifested itself in the departures of Mr Burrington and Mr Guest, whose resignations were demanded by the nine directors not in the know. As senior non-executive directors, Sir Robert and Mr Clements, acting on advice from Roddy McKeown, a partner of lawyers Lovell White Durrant, were the ones who told them they had to go.

There is a feeling among some directors that the secrecy of their colleagues was unnecessary and may have cost the group dear. The lack of communication among those at the top throughout the Maxwell empire, including MGN, meant that alarm bells that should have been ringing went unheeded.

For instance Joe Haines, the Daily Mirror columnist and non- executive director, was great friends with Lord Donoughue, who resigned as a director of Maxwell's fund management group, London & Bishopsgate International, in the summer of 1991. The two were colleagues in the Wilson Labour government of the 1960s and 1970s, are joint owners of a racehorse and regularly lunched together, either at the Gay Hussar in Soho or the dining rooms at MGN.

Lord Donoughue resigned because he was worried about the running of LBI. He and Mark Tapley, the managing director of LBI, had discussed their concerns about the lending of shares with the compliance officer Stuart Carson, who had spoken to Imro, the regulator, about his worries.

Mr Haines maintains, however, that he and Lord Donoughue never discussed worries about LBI and the pension funds.

'There is no reason why we should have been discussing this,' said Mr Haines. 'Anybody who knows Bernard (Donoughue) knows he would not discuss such matters. He keeps confidences.'

Mr Haines - who wrote Maxwell's authorised biography - says he had no clues about wrongdoing. 'If I had had the faintest idea Maxwell was a crook, I would have stood at the highest peak and shouted it.'

Another alarm bell should have rung about the conduct of board meetings. Lord Williams of Elvel, the former merchant banker, Labour grandee and a non-executive director, was concerned that prior to the flotation of MGN, there had been no meetings of the board of its predecessor company for five years.

Nor did the directors' audit committee meet between the flotation and Maxwell's death - despite assurances in the MGN prospectus that it would do so. The only explanation directors are able to give is that 'MGN was Maxwell's toy train. He treated it like something in the playground.'

At the first MGN board meeting, the directors found that the minutes of the meeting were typed up beforehand and laid out in leather-bound folders with their initials embossed. One director has been quoted as saying that he thought this was the way all companies conducted their business.

Despite the barrage of criticism, the directors have so far refused to acknowledge any failings at all. Some are even siding with potential buyers in an attempt to hold on to power. They may be wasting their time. As one possible buyer for the company said dismissively: 'You can't charge people with stupidity.'

(Photographs omitted)