AGM Resolution 4 - vote no!

[Whois-Search]

I have now managed to find a copy of AGM Resolution 4:

4. That in order to bring Nominet’s corporate governance in closer alignment to the UK Code of Corporate Governance, the Company’s Articles of Association be amended as follows:

(a) Article 27 be deleted entirely and replaced as follows: “Elected Directors shall automatically retire and be subject to re-appointment by election of the Members at the end of the third annual general meeting of the Company following their appointment.” but that as regards Elected Directors in post and to be elected at this AGM the former wording of Article 27 shall continue to apply.

(b) Article 28 to be amended as follows: “Up to three four executives of the Company, including the Chief Executive, may be appointed as a director by the Board (“Executive Directors”). Such appointments shall be for a maximum term of three years and at the expiration of such term an Executive Director shall be eligible for re-appointment by the Board.”

(c) In line with best corporate governance practice to have a presumption of a six year maximum term limit but not to have a definitive maximum term limit for directors and that accordingly Article 32.3 be deleted and the remaining provisions of Article 32 be renumbered accordingly.

I have the following questions:

1. Why is Nominet claiming 4(c) is in line with UK Code of Corporate Governance? When the code actually says:

B.2.3. Non-executive directors should be appointed for specified terms subject to re-election and to statutory provisions relating to the removal of a director. Any term beyond six years for a non- executive director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board.

Source: http://www.frc.org.uk/Our-Work/Code...-governance/UK-Corporate-Governance-Code.aspx

2. Why is this one resolution instead of three separate ones like in previous years? Why have the three resolutions been lumped together as one?

3. Why isn't the resolution not published in full in the AGM pack like in previous years? N.B. To find the above text of the resolution I had to actually vote on the Popularis website.

4. Has Clive Grace (who signs the AGM notice) declared if he wishes to stay on the board after the sixth year anniversary of his appointment in December 2008? How can he propose a resolution that will mean he can stay on the board for longer?

5. Since the sudden departure of Jill Finney (CCO) yesterday - who now is going to fill the spare executive seat if this resolution is passed at the AGM?

I therefore urge every Nominet member to vote NO to this resolution - unless of course you would like fewer elections and the same people getting re-elected every year!

 

[Edwin]

Already ahead of you

I also voted against the resolution concerning the Baroness (sounds like a character from 'GI Joe')

Anyway, it's a great point, well worth pointing out.

 

[monaghan]

I don't see how you can vote yes as they have rolled so much detail into a single vote, would have been much better to put them as single votes.

I suspect by rolling things together you reduce the time people will spend reading and they will just vote yes as it is easier, just like when I setup Mum's new iPad neither her or Dad wanted to read the 20+ pages of the iTunes agreement so they just simply agree.

General policy these days seems to be put enough questions, statements and long words together and you get default acceptance of your proposals by confusion & boredom

 

[foz]

Voted against both - Baroness and Constitution changes.

 

[Stephen]

Voting

Sorry I put my proxy vote in before, I came across your compleing post.

I had voted for the change to Direcotrs as I took it at face value that it was going in line with best practice!

I did not vote for Chairperson re-election, who to me has not shown the leadership required on .uk proposals during this very difficult period for the UK namspace and I therefore lack confidence in her ability (this post means, I suppose I cannot stand next time!)

Does anybody know if it is possible to change your proxy vote?

 

[foz]

Does anybody know if it is possible to change your proxy vote?

Ask [email protected] &/or [email protected]

 

[Stephen]

Ask [email protected] &/or [email protected]

Thanks, I will let you know how I get on.

 

[Lucien Taylor]

I did not vote for Chairperson re-election, who to me has not shown the leadership required on .uk proposals during this very difficult period for the UK namspace and I therefore lack confidence in her ability (this post means, I suppose I cannot stand next time!)

Does anybody know if it is possible to change your proxy vote?

I believe that you can change your proxy vote.

As for the first point, you reason that your position is in the best interests of the company, it's not about the personalities. Of course you can stand and we'd be lucky to have you.

 

[foz]

Of course you can stand and we'd be lucky to have you.

Do you think a "class" culture exists at Nominet? They all sound posh when they speak.

Voted for you and Graeme BTW.

 

[Lucien Taylor]

Not amongst the staff, I think they’re great people and a real mix from all the social strata. I think that there is definitely and emerging old-school old-boy encroachment on the Nominet board. This is pervasive in many executive boards like Nominet that are occupied by professional non-Executive Directors, ex-civil servants, bankers, yada yada ..

I’m not put off by that, I learnt to talk with ‘received-pronunciation’ when I left school (I was brought up on council estates) and I graduated later in life. In my experience, if you can talk to them like a newsreader, not a posh twit, and know more about technology than them, then they generally are much more terrified of you, than you them.

… oh, and thanks btw, truly.

 

[foz]

I think that there is definitely and emerging old-school old-boy encroachment on the Nominet board. This is pervasive in many executive boards like Nominet that are occupied by professional non-Executive Directors, ex-civil servants, bankers, yada yada ..

That was my impression as someone outside looking in.

Thanks.

 

[TinkyWinky]

With a vote by Proxy...

Rather than leaving this to the Chair - is it not better to name someone that presents votes on my behalf?

Sorry - wouldn't trust the Chair any more than any of the other Board members in Nom right now - they are all covering their a**!

Any ideas who to name - os has everyone else just left the default - Chair option?

 

[Edwin]

It would be astonishingly illegal for a proxy Chair to not do their job. I wouldn't worry!

 

[monaghan]

With a vote by Proxy...

Rather than leaving this to the Chair - is it not better to name someone that presents votes on my behalf?

If you specify a response to the votes then your proxy will vote as your assignment, if not then I understand that they will vote according to the guidance from the board, so a simple default proxy response on the web form will be to vote in accordance with Nominet's suggestions, you MUST enter your desires if you want to vote against.

 

[TinkyWinky]

It would be astonishingly illegal for a proxy Chair to not do their job.

Cheers Edwin, but in your statement above, you can see exactly why I am worried

Especially as the whole Nom board don't seem to be doing their jobs...

I will finish this off now.

TW

 

[anthony]

...I think that there is definitely and emerging old-school old-boy encroachment on the Nominet board. This is pervasive in many executive boards like Nominet that are occupied by professional non-Executive Directors, ex-civil servants, bankers, yada yada ...

These are the types of parachute organisations that provide cushy non-productive jobs for all sorts of yadas. They'll always feel compelled to suck up to their like, and pursue gongs and pats on the back on a regular basis. There is simply no real accountability these days, and they're very good at spotting these business opportunities and pouncing on them to live an easy life off. I'd wager most of the day-to-day staff are on average £25-£32k, whilst the rest are scooping the cream.

 

[Lucien Taylor]

gongs and pats on the back

Trying not to be personal, really, but I am particularly uncomfortable about ex-bankers and civil servants, with very little real understanding of technological innovation, arriving on boards like Nominet to 'get a bit of internet' on their CV, and introducing us to the worst of 'best-practise' from those sectors: hidden consultation responses; Vogon poetry about the Chair, etc. Rennie Fritchie and the late Jill Finney (earmarked to run the membership channel) bring to Nominet a wealth of experience from the Health Sector - what have we got to learn from there?

 

[Stephen]

re-vote?

Sorry I put my proxy vote in before, I came across your compleing post.

I had voted for the change to Direcotrs as I took it at face value that it was going in line with best practice!

I did not vote for Chairperson re-election, who to me has not shown the leadership required on .uk proposals during this very difficult period for the UK namspace and I therefore lack confidence in her ability (this post means, I suppose I cannot stand next time!)

Does anybody know if it is possible to change your proxy vote?

Yes, thanks to foz advice earlier in thread, if you have already voted and wanted to change your proxy vote.

Email [email protected]
and they send you a new email and link for you to re-vote