I have started a thread on the Nominet forum about the issue of legal resources for NEDs. Please chip in with your views. At the same same time, I am sure that this will be answered with silence or flannel and I suggest we think about how to set up a legal fund support any of our NEDs who may be successful in gaining a place on the board. Someone who would then have a more even playing field to challenge the legality of things like direct.uk or directors' duties. THREAD ON FORUM ----------------------------- As candidates consider standing for the position of non-executive director, it would be helpful if the company would clarify the resources available for non-executives who may find themselves in disagreement with, or have concerns about the conduct of the board. In 2008-9, Non-executive Directors Jim Davis and Angus Hanton challenged the board's decision to award the CEO extensive bonuses without a member vote. Indeed, the Combined Code, which the board follows, states that directors' pay and reward be put before the shareholders. This view was reflected in a late draft of the Garratt Report. At the time, I understand that Jim Davis and Angus Hanton felt it necessary to take their own legal advice, which seems sensible, given the awkward position that in house counsel find themselves in, as both professional advisers and employees. Without making any allusions to the professionalism of legal staff it is clearly unacceptable for any staff to be asked to review the activities of their own bosses, and the non-executives were correct, in my view, to seek legal advice to help them exercise their duties as directors. Professor Garratt also echoed this view in a late draft of the Garratt Report stating the NEDs Jim Davis and Angus Hanton should be reimbursed their legal expenses. It later transpired that the board suggested a number of editorial changes to the Garratt Report before its final publication, including a suggestion that prevented Jim and Angus from receiving a refund of legal expenses, and another to allow the board to award directors long-term bonuses without having to go before the membership. For any prospective NED candidate, would the company please clarify precisely what resources are now in place for any non-executives seeking an independent view to help them in exercising their duties. It would be perverse if only the majority of the board were able to access company legal resources, with the minority having to use their own funds for advice. This is a critical issue for good corporate governance. We have seen recently that QCs can be asked to answer a narrow set of questions to avoid having an outside opinion on sensitive issues. On behalf of the membership, I would expect Nominet to support the view that NEDs should be able to seek independent financial or legal advice on any issue in the company's best interests, however awkward, currently enjoyed by the majority of the board.