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Nominet Registrars

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Erm.. appointed members should be selected by the board (maybe through a use of a subcommittee to weed through applicants in initial stages).. I don't think Nominet is proposing for the executive to be selecting them?

http://www.nominet.org.uk/governance/consultation/appointedneds/
To suggest that 3 executives (as proposed) and 3 appointed non-executives (as proposed) will not have the de facto controlling voice over who is next appointed is a tad naive I think Seb.

Even if all three elected directors wanted to say no (and were immune to the pressure that the rest of the board could apply) they would still be outvoted. If they then wanted to go against a majority vote candidate would effectively have to resign to say so publicly.

If the proposed appointed non-execs are keen enough - and the current view from the board is that the pool of talent available through the election process is not good enough - then why not get them to stand for election (having been identified by the board as having the necessary abilities) and let the members decide in an open contest from the outset whether they want them on the board.

If they are keen enough, they will be happy to be put up for election from the start. If they are not keen enough to do that, then let's not bother with them. Why should anyone get special treatment in a member/stakeholder driven organisation?
 
To suggest that 3 executives (as proposed) and 3 appointed non-executives (as proposed) will not have the de facto controlling voice over who is next appointed is a tad naive I think Seb.

That wasn't what Michael said though.. He was referring to executive appointing them.. not the effect of them appointing further members. I see what you mean though.

If the proposed appointed non-execs are keen enough - and the current view from the board is that the pool of talent available through the election process is not good enough - then why not get them to stand for election (having been identified by the board as having the necessary abilities) and let the members decide in an open contest from the outset whether they want them on the board.

On that front I think this probably wouldn't work.. There's too much politics I suspect that would get in the way. I think the appointed non-execs should be decided by the board. I think individual members too often will act for what's in their own interests rather than the wider community. I'm quite open to the idea though that elected non-execs have some extra power to veto (although not sure about mechanism). That would provide a counter-balance. This could apply in the appointment of non-execs and/or other matters.. either generally or specifically.


seb
 
On that front I think this probably wouldn't work.. There's too much politics I suspect that would get in the way. I think the appointed non-execs should be decided by the board. I think individual members too often will act for what's in their own interests rather than the wider community. I'm quite open to the idea though that elected non-execs have some extra power to veto (although not sure about mechanism). That would provide a counter-balance. This could apply in the appointment of non-execs and/or other matters.. either generally or specifically.

Seb,

Out of the following candidates which one would you appoint to the board?

Professor Jonathan Zittrain http://cyber.law.harvard.edu/home/bio_jzittrain

Lord Erroll http://en.wikipedia.org/wiki/Merlin_Hay,_24th_Earl_of_Erroll

Tim Berners-Lee http://www.w3.org/People/Berners-Lee/

Claire Milne http://www.nominet.org.uk/disputes/drs/experts/?contentId=1658

Someone from http://www.critchleys.co.uk/OurFirm/Our_people_CVs.asp

Someone from http://www.iwf.org.uk/corporate/page.38.htm

Or a Business Studies Graduate found on www.monster.co.uk

Which one would provide an impartial view on a issue like the DRS? Which one would risk their reputation as being "appointed" without members approval? Who would do it for 15k?

Also what will happen when Mr Bush Veto's the Iraq funding Bill?
 
Seb,

Out of the following candidates which one would you appoint to the board?

I can't honestly give you a properly thought out answer without spending a lot of time on this.. I don't think looking at the links you've provided alone is sufficient to determine the suitability. It would probably require a detailed conversation with each individual to ascertain their likely interest and thoughts. I would want to be sure they are going to think independently. It would also depend very much on what skills the board was looking for in the next few years that it was lacking.


> Professor Jonathan Zittrain

Jonathan is a very good 'ideas' person and I'm sorry he wasn't in a position to continue on the PAB. I think he would be the kind of person who comes up with ways to deal with things no one else might.


> Lord Erroll

Firstly I have to make it clear.. I have had the opportunity to interact with Lord Erroll due to his participation on the PAB. This means I have a better understanding of how he works, but it would be unfair to any others to state he's an obvious choice, so please don't consider this comparative.

If you've never met him, when you first do, he will change your view as to what you'd expect a member of the House of Lords to be. He has a high level of technical understanding.. to put this in context his first question when handed a USB stick was "is it USB 2.0?".. (not that this means much but it gives you the impression of what I mean.. he could have asked "what's this?" :p).

He is a truly independent thinker and he would be of value to any board.


> Tim Berners-Lee

A well known person who clearly understands technology to a very high level. I think with him my primary question would be whether he would be committed to Nominet bearing in mind he's a very busy person. I think he would certainly bring an interesting perspective.


> Claire Milne

I don't think it would be possible for a DRS Expert to be a director of Nominet because of the potential conflict of interests. Clearly it would be possible for this issue to be eliminated another way. I don't know enough about her to say much more (and I don't think Nominet's website is going to make my mind up on that either). I suspect a lot of people (here especially) would have strong objections to this appointment :)


> Someone from Critchleys

..Nominet's former auditors.. Strange suggestion.
If an individual from that list had particular reasons to be considered maybe but I don't think they should be done so on the basis of their employment with Critchleys.


> Someone from IWF

Again I'm not sure that there would be a good reason to appoint "someone from the IWF".. If an individual within that list fitted the criteria, then it shouldn't bar them from being considered


> Or a Business Studies Graduate found on monster.co.uk

I do believe boards should have a mix of experience and age groups, but I'm not sure someone who has just graduated has the experience to sit on a board of a $15m company. This may read to some as an attack on Andrew but this is certainly not the case.. Let me expand..

I don't have an issue with someone who has recently graduated being on the board of Nominet any more than I think a degree should be expected in the first place. If the person has shown they have the other skills, then as far as I'm concerned the fact they've recently graduated is neither here nor there.

When I hired my last employee, I knew he had a degree in something computing related. It made no difference to me what that was in or whether they had graduated with first class honours or barely with a pass because I knew from their other work and recommendation that they were good for the job. I still don't remember what that degree was (although I enjoy listening to some of the stories about correcting lecturers :p) -- Don't get me wrong.. I don't in any way think degrees are worthless.. or I wouldn't have spent four years getting mine.. but I think they only demonstrate some abilities.

When selecting who you'd want on an ideal board you need to look at the wider picture. To that extent, I wouldn't appoint Lord Erroll because he's a Lord.. because that would just be for looks.. If I was going to appoint him, I would not hesitate to do so even if he lost his title and membership of the House of Lords (highly topical since the discussion in politics about reforming it)..

It's about the skills of the individual, not the stereotype.

Which one would provide an impartial view on a issue like the DRS? Which one would risk their reputation as being "appointed" without members approval? Who would do it for 15k?

As I've said above, it's unfair for me to compare them on the basis I don't know them to the same extent. I would want to appoint someone who would give their honest independent opinion (otherwise they're redundant on the board.. you don't need parrots.. you can use a tape recorder to hear your own voice..).. and if they felt strongly enough that the board was doing something unconscionable, they would resign. (n.b. I expect the board will have disagreed on many issues and will in the future.. I'm not suggesting resignations over disagreements over particular items if there is simply a differing opinion).

I think the appointed members would be more 'influencers'.. As I'm sure you will find on the PAB, it's not about voting and winning.. it's about trying to get other people to look at things from different perspectives and come to a common view. This may not always be possible as you can't resolve fundamental differences in value systems or beliefs.


seb
 
On that front I think this probably wouldn't work.. There's too much politics I suspect that would get in the way. I think the appointed non-execs should be decided by the board. I think individual members too often will act for what's in their own interests rather than the wider community. I'm quite open to the idea though that elected non-execs have some extra power to veto (although not sure about mechanism). That would provide a counter-balance. This could apply in the appointment of non-execs and/or other matters.. either generally or specifically.


seb

I am not sure it is possible to give a "class" of directors a veto. I am willing to be stood corrected, by I think a director is a director - one person one vote. Shareholders in companies can have "golden shares" - different classes of shares are common. But as far as I know it does not apply to board votes with directors.

What normally happens (as happens in a way now in Nominet) is that the composition of the board can be controlled so that one or more people can decide who the majority on the board are. The people who control the composition of the board effectively control the company.

So with the "New Nominet" (a bit like New Labour?!) being proposed - you'd have control in the hands of the executive and their appointees. Let's not beat about the bush - that is the option on the table.

You say that appointees would not want to run the gauntlet of being elected in the first place. Will their positions be up for grabs at the next AGM - i.e. if they lose, can an elected replace them? Or is the idea that there be a straight "yes or no" vote on them - and if (unlikely) there is a no vote - the board go off and appoint a replacement.
 
I am not sure it is possible to give a "class" of directors a veto.

I haven't done extensive research into (I could call the IoD and ask I'm sure) but this but having talked with a colleague I believe this is possible. I know the NHS has boards of directors some of whom are "non-voting" for example..

http://www.dbh.nhs.uk/about_us/board_of_directors/default.asp

I don't know if this relates directly in structure so please don't take this as given.. Also I note this company has elected directors who vote and appointed directors who don't:

http://www.eventia.org.uk/Constitution/The_board.asp

I am also lead to believe you can give individual directors a veto by building it into the Articles. Clearly this would need checking but I'm sure Bob would know this from his experience (whether he would agree with it is another matter).

seb
 
The problem is if Nominet's articles are "unusual" already why would we want to give them even more unusual ones? One board member one vote it has to be.
 
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