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EGM - What happened?
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It is done
EGM: motion to remove 5 Board members has passed. Our contingency plan is now in effect. Rob Binns, Acting Chair, will write to members tonight with details. Priorities are stability and working with members and stakeholders to agree a future path. More: https://t.co/QWFovtBBqz?amp=1
EGM: motion to remove 5 Board members has passed. Our contingency plan is now in effect. Rob Binns, Acting Chair, will write to members tonight with details. Priorities are stability and working with members and stakeholders to agree a future path. More: https://t.co/QWFovtBBqz?amp=1
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Dear Member,
I’m writing to let you know that the EGM motion has passed. After applying Nominet’s weighted vote model as reviewed by our election scrutineers, 52.7% of the votes were recorded in favour of the motion and 47.3% were against.
We have heard the clear message from members, and Nominet will change.
Nominet’s Board has prepared a contingency plan which is now in effect.
To start with, the named Directors have vacated their Board seats. And Russell Haworth announced yesterday that he is stepping down from his role as CEO. Eleanor Bradley and Ben Hill remain in their executive positions.
On behalf of the Board, I thank each of these Directors for their tireless service in support of Nominet, its stakeholders, and its members. I would particularly like to thank Mark Wood and Jane Tozer, for whom today’s meeting was their last. Both have brought valuable insights and leadership to Nominet during their tenure, helping broaden Nominet’s contribution to the UK’s digital economy and society. Mark has been an outstanding Board Chair, leading our deliberations and acting as a vital sounding board for Nominet’s leadership.
The Board has asked me to take on the role of Acting Chair. I have been a non executive director at Nominet for the past two years and I am the Chair of Nominet’s Audit and Governance Committee.
The Board’s immediate priority is stability, beginning with governance and leadership for Nominet while getting on with the 7-point plan and starting to address the issues raised over the last weeks. In particular our work together on the Registry Advisory Council, designed by members to create stronger and closer engagement around critical issues of the .UK registry, including pricing, will progress quickly to full implementation.
We have heard strong views from many of our members and Nominet will change in response. In addition to the actions already underway, we will start with an intensive period engaging on the issues raised by the campaign so that we understand the breadth and depth of member concerns. This is the first step to review and implement changes to purpose, strategy and structure. We aim to complete the journey in 6 -12 months.
We are also looking at how we ensure that other stakeholder voices are heard in the discussion. We know we failed to do a good enough job listening to our members and will keep working to improve in that area. We do not want to repeat that mistake with other key stakeholders. So we will do more to bring the voices of our employees, customers, government, and other external stakeholders into the conversation, too.
Many of our members need and expect stability and share our pride in the differentiated quality of the .UK namespace. Our government stakeholders are focused on Nominet’s vital contributions to connect and secure digital Britain.
The Board will now begin the process of appointing a new Chair and a NED to fill the vacancies created by the EGM vote. I wanted to confirm that we will invite Sir Michael Lyons and Axel Pawlik to participate in the process. That process will, of course, be open, rigorous and thorough, based on merit, and encouraging diversity, as any responsible company would. The Board and I certainly hope that they will take part. I intend to personally call each of them to ask them to participate.
We also need to adjust some of the Board’s Committee roles to fill gaps created by the EGM motion. We have begun a process to make these adjustments and we will announce these changes shortly.
Throughout this process we must also continue to deliver an excellent service to everyone who relies on us.
Nominet’s outstanding employees are essential for doing so, and I would also like to publicly thank them here. The EGM process has clearly upset the normal rhythm of work. They have been very resilient, continuing to operate a world-class business against this backdrop and with the uncertainty it has created. On behalf of the Board and all our members and stakeholders, a huge thank you to them.
And finally, a word for the members who brought and supported the motion. It is clear that you have real concerns that spurred your campaign and it is important that we all reflect on those. We respect your views and the tremendous effort you have put behind them.
We think that the seven-point plan that was published in February begins to address many of these concerns. A number of elements of the plan were already underway and will continue; the company has committed to – and remains committed to – delivering the actions in that plan, including expanding our commitment to public benefit contributions. However, we know there are other concerns. The Board will reflect on the result, and on its engagement with members, and will revert back as soon as possible.
We hope you will join us in this effort. Indeed, I hope all members who care about the future of Nominet and the domain industry will work with us. For those who campaigned so vigorously for the EGM resolution, we hope that you will remain engaged. Please help us contribute to delivering public value and to help shape Nominet’s strategy as it evolves. Together we run the core infrastructure which is at the heart of digital life in the UK and beyond.
Now is the time to move forward together and I look forward to the journey.
Sincerely,
I’m writing to let you know that the EGM motion has passed. After applying Nominet’s weighted vote model as reviewed by our election scrutineers, 52.7% of the votes were recorded in favour of the motion and 47.3% were against.
We have heard the clear message from members, and Nominet will change.
Nominet’s Board has prepared a contingency plan which is now in effect.
To start with, the named Directors have vacated their Board seats. And Russell Haworth announced yesterday that he is stepping down from his role as CEO. Eleanor Bradley and Ben Hill remain in their executive positions.
On behalf of the Board, I thank each of these Directors for their tireless service in support of Nominet, its stakeholders, and its members. I would particularly like to thank Mark Wood and Jane Tozer, for whom today’s meeting was their last. Both have brought valuable insights and leadership to Nominet during their tenure, helping broaden Nominet’s contribution to the UK’s digital economy and society. Mark has been an outstanding Board Chair, leading our deliberations and acting as a vital sounding board for Nominet’s leadership.
The Board has asked me to take on the role of Acting Chair. I have been a non executive director at Nominet for the past two years and I am the Chair of Nominet’s Audit and Governance Committee.
The Board’s immediate priority is stability, beginning with governance and leadership for Nominet while getting on with the 7-point plan and starting to address the issues raised over the last weeks. In particular our work together on the Registry Advisory Council, designed by members to create stronger and closer engagement around critical issues of the .UK registry, including pricing, will progress quickly to full implementation.
We have heard strong views from many of our members and Nominet will change in response. In addition to the actions already underway, we will start with an intensive period engaging on the issues raised by the campaign so that we understand the breadth and depth of member concerns. This is the first step to review and implement changes to purpose, strategy and structure. We aim to complete the journey in 6 -12 months.
We are also looking at how we ensure that other stakeholder voices are heard in the discussion. We know we failed to do a good enough job listening to our members and will keep working to improve in that area. We do not want to repeat that mistake with other key stakeholders. So we will do more to bring the voices of our employees, customers, government, and other external stakeholders into the conversation, too.
Many of our members need and expect stability and share our pride in the differentiated quality of the .UK namespace. Our government stakeholders are focused on Nominet’s vital contributions to connect and secure digital Britain.
The Board will now begin the process of appointing a new Chair and a NED to fill the vacancies created by the EGM vote. I wanted to confirm that we will invite Sir Michael Lyons and Axel Pawlik to participate in the process. That process will, of course, be open, rigorous and thorough, based on merit, and encouraging diversity, as any responsible company would. The Board and I certainly hope that they will take part. I intend to personally call each of them to ask them to participate.
We also need to adjust some of the Board’s Committee roles to fill gaps created by the EGM motion. We have begun a process to make these adjustments and we will announce these changes shortly.
Throughout this process we must also continue to deliver an excellent service to everyone who relies on us.
Nominet’s outstanding employees are essential for doing so, and I would also like to publicly thank them here. The EGM process has clearly upset the normal rhythm of work. They have been very resilient, continuing to operate a world-class business against this backdrop and with the uncertainty it has created. On behalf of the Board and all our members and stakeholders, a huge thank you to them.
And finally, a word for the members who brought and supported the motion. It is clear that you have real concerns that spurred your campaign and it is important that we all reflect on those. We respect your views and the tremendous effort you have put behind them.
We think that the seven-point plan that was published in February begins to address many of these concerns. A number of elements of the plan were already underway and will continue; the company has committed to – and remains committed to – delivering the actions in that plan, including expanding our commitment to public benefit contributions. However, we know there are other concerns. The Board will reflect on the result, and on its engagement with members, and will revert back as soon as possible.
We hope you will join us in this effort. Indeed, I hope all members who care about the future of Nominet and the domain industry will work with us. For those who campaigned so vigorously for the EGM resolution, we hope that you will remain engaged. Please help us contribute to delivering public value and to help shape Nominet’s strategy as it evolves. Together we run the core infrastructure which is at the heart of digital life in the UK and beyond.
Now is the time to move forward together and I look forward to the journey.
Sincerely,
The vote was close according to a link on Twitter.
https://twitter.com/garysmi/status/1374110275398475777/photo/1
52.7% For. 47.3% Against.
Here's the Nominet PDF:
https://media.nominet.uk/wp-content/uploads/2021/03/Nominet_EGM_ROV.pdf
Regards...jmcc
https://twitter.com/garysmi/status/1374110275398475777/photo/1
52.7% For. 47.3% Against.
Here's the Nominet PDF:
https://media.nominet.uk/wp-content/uploads/2021/03/Nominet_EGM_ROV.pdf
Regards...jmcc
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Does that mean they'll clamour for another vote whilst claiming that people didn't know what they were voting for? 
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For them to get 47% I would assume that those in the top 10 who hadn't declared pretty much voted for the status quo (i.e. most of them 3% max share vote) - shame on Iomart and UK2 if that is the case... Wonder if we'll ever find out the split - can we do a Freedom of Information?
Early in the EGM, Nominet mentioned that the mergers and acquisitions meant that PDR's voting figure was zeroed. Newfold Digital combined Endurance International Group (owners of PDR and others) and Web.com. Without the mergers and acquisitions of the past few years, (Godaddy's various takeovers of UK hosters and CentralNic's takeovers) the vote could have been very different.
Regards...jmcc
Regards...jmcc
Judging from Robert Binn's email, the Nominet leadership are planning on simply carrying through the proposals that Howarth put forward. That's not what we want! We (the members who are listed on publicbenefit.uk) need to stick together now and tell Nominet what changes we want.
In my opinion the most important single change to push for, that would assure members of a real say in any future plans Nominet have, is to alter the voting rights either back to one vote per member as it used to be or at least to lower the maximum vote cap so that big registrars get less of a say. All the problems for the membership started once Nominet leadership tricked the membership into giving up their vote. Since that day, Nominet has cosied up to the big registrars and treated the other members with contempt. By demanding that the voting system is changed, any future votes will represent the membership as a whole and Nominet won't be able to push through whatever plans it likes against members' interests by getting the backing of a small number of big registrars .
The second most important change to push for in my opinion is to lower the wholesale cost back down to £2.50+VAT. Nominet have had a massive windfall since their introduction of .uk domains (which most members were opposed to) and they should be very happy with that. If anything the wholesale cost should go lower than it used to be. Recent comments from the former board boasting about how Nominet's revenues have shot up during their tenure are disgraceful. Can you imagine your electricity supplier bragging about how much they have hiked up prices in recent years? The higher revenues are due to Nominet "extorting" more money out of members when they are supposed to be operating on a non-profit basis to benefit the UK digital economy.
We need to keep the momentum going and stay together as a group so the threat of more EGMs hangs over the board if they veer away from running the registry for the benefit of members.
In my opinion the most important single change to push for, that would assure members of a real say in any future plans Nominet have, is to alter the voting rights either back to one vote per member as it used to be or at least to lower the maximum vote cap so that big registrars get less of a say. All the problems for the membership started once Nominet leadership tricked the membership into giving up their vote. Since that day, Nominet has cosied up to the big registrars and treated the other members with contempt. By demanding that the voting system is changed, any future votes will represent the membership as a whole and Nominet won't be able to push through whatever plans it likes against members' interests by getting the backing of a small number of big registrars .
The second most important change to push for in my opinion is to lower the wholesale cost back down to £2.50+VAT. Nominet have had a massive windfall since their introduction of .uk domains (which most members were opposed to) and they should be very happy with that. If anything the wholesale cost should go lower than it used to be. Recent comments from the former board boasting about how Nominet's revenues have shot up during their tenure are disgraceful. Can you imagine your electricity supplier bragging about how much they have hiked up prices in recent years? The higher revenues are due to Nominet "extorting" more money out of members when they are supposed to be operating on a non-profit basis to benefit the UK digital economy.
We need to keep the momentum going and stay together as a group so the threat of more EGMs hangs over the board if they veer away from running the registry for the benefit of members.
I am full of respect for the way Simon Blackler organised this campaign and the way he conducted himself. It is also moving to see so many members taking a stand and saying enough is enough.
The campaign is of course only halfway there. The signatories called for a Resolution 2 as well: that Sir Michael Lyons be appointed as new interim Chairman, and Axel Pawlik also be made a director, to fill a vacuum of leadership in the company.
The considerable challenge is that the remaining directors have reportedly been unanimous in opposition to Resolution 1, let alone Resolution 2 which they blocked. Therefore, as things stand, Nominet is in the hands of people who opposed the Public Benefit campaign.
Not all those directors actually hold the convictions promulgated by the CEO and Chairman. But a time is coming where they have to decide whether to recognise the prevailing wishes of the membership, which included the early appointment of Sir Michael as interim chair - something which has been done before and is by no means unwise, given his credentials and knowledge of the company, and the need for orderly transition - or to obstruct the wishes of the membership which have been demonstrated today. The campaign was about both resolutions.
I'd suggest they need to decide whether they accept the changes called for, or step down, or resist and obstruct.
That final option would be tiresome for all, and damaging for the company, because in setting themselves in opposition to the will of the members (who delegate power to them and can remove that power) they would be risking a Resolution 3, which would remove them as well. Simon Blackler has now set a deadline of March 26th (the end of this week) for them to indicate if they will opt for that early appointment of Sir Michael. In practice I suspect they may need two weeks to consult and clarify.
However, their response will indicate whether they have *really* heard the will of the members and accepted the changes proposed, or not.
But for tonight, a sincere well done to Simon Blackler, and to everyone who cared enough to take a stand for the UK namespace.
The campaign is of course only halfway there. The signatories called for a Resolution 2 as well: that Sir Michael Lyons be appointed as new interim Chairman, and Axel Pawlik also be made a director, to fill a vacuum of leadership in the company.
The considerable challenge is that the remaining directors have reportedly been unanimous in opposition to Resolution 1, let alone Resolution 2 which they blocked. Therefore, as things stand, Nominet is in the hands of people who opposed the Public Benefit campaign.
Not all those directors actually hold the convictions promulgated by the CEO and Chairman. But a time is coming where they have to decide whether to recognise the prevailing wishes of the membership, which included the early appointment of Sir Michael as interim chair - something which has been done before and is by no means unwise, given his credentials and knowledge of the company, and the need for orderly transition - or to obstruct the wishes of the membership which have been demonstrated today. The campaign was about both resolutions.
I'd suggest they need to decide whether they accept the changes called for, or step down, or resist and obstruct.
That final option would be tiresome for all, and damaging for the company, because in setting themselves in opposition to the will of the members (who delegate power to them and can remove that power) they would be risking a Resolution 3, which would remove them as well. Simon Blackler has now set a deadline of March 26th (the end of this week) for them to indicate if they will opt for that early appointment of Sir Michael. In practice I suspect they may need two weeks to consult and clarify.
However, their response will indicate whether they have *really* heard the will of the members and accepted the changes proposed, or not.
But for tonight, a sincere well done to Simon Blackler, and to everyone who cared enough to take a stand for the UK namespace.
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I think the approach to Sir Michael and Axel will be very telling about how serious Nominet actually are about their commitment to "listen and change."
The membership have made their wishes clear. Furthermore, the appointment is purely an interim one - it doesn't commit Nominet to retain them permanently. It simply puts in place board members who are clearly aligned with the wishes of the members. Given that the entire board are currently unanimously opposed to today's action, I'd say that this is vital.
Appointing Sir Michael and Axel is the easiest of easy wins for Nominet at this point. It sends a clear message that they're not just paying lip service to the members following today's result, and will reassure many members that they actually want to fix things. That will win back a lot of the trust that has been lost over the last few years, and will put them in a strong position to have any other proposals taken seriously.
If they don't, that is very telling about how much the board actually intend to listen to the members they are supposed to represent, and how committed they are to making the vague changes they promise.
The membership have made their wishes clear. Furthermore, the appointment is purely an interim one - it doesn't commit Nominet to retain them permanently. It simply puts in place board members who are clearly aligned with the wishes of the members. Given that the entire board are currently unanimously opposed to today's action, I'd say that this is vital.
Appointing Sir Michael and Axel is the easiest of easy wins for Nominet at this point. It sends a clear message that they're not just paying lip service to the members following today's result, and will reassure many members that they actually want to fix things. That will win back a lot of the trust that has been lost over the last few years, and will put them in a strong position to have any other proposals taken seriously.
If they don't, that is very telling about how much the board actually intend to listen to the members they are supposed to represent, and how committed they are to making the vague changes they promise.
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Chairman, CEO of Nominet ousted as member rebellion drives .uk registry back to non commercial roots
https://www.theregister.com/2021/03/22/nominet_board_sacked/
Superb summary of the whole sorry story by Kieren McCarthy. Keep an eye on the comments section as more reactions filter in...
(Apologies for any weird formatting - cutting and pasting on mobile seems to play up.)
https://www.theregister.com/2021/03/22/nominet_board_sacked/
Superb summary of the whole sorry story by Kieren McCarthy. Keep an eye on the comments section as more reactions filter in...
(Apologies for any weird formatting - cutting and pasting on mobile seems to play up.)
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"To start with, the named Directors have vacated their Board seats."
The phrasing here is interesting. As I recall, the EGM resolution was to remove 5 *Directors*, not to remove 5 Directors *from the Board.* A subtle but important difference.
I trust that the email was just hastily written, and the Directors have indeed been removed as required by the EGM.
The phrasing here is interesting. As I recall, the EGM resolution was to remove 5 *Directors*, not to remove 5 Directors *from the Board.* A subtle but important difference.
I trust that the email was just hastily written, and the Directors have indeed been removed as required by the EGM.
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It was only ever to remove them from the board. Sadly not their jobs for Mark and Russell (although Russell resigned anyway).
*Edit oh I see what you mean. Remove their director status but not fire them.
*Edit oh I see what you mean. Remove their director status but not fire them.
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I was all for the publicbenefit movememnt but I disagree in some part with the pricing issue, for the general public the cost of a uk registration is small and not really an issue, but for domainers sitting on 1000's of domains yes its a big issue. I myself would rather pay a few extra £ if I knew the proceeds would go to charity.
Maybe they should increase the wholesale price to £10.00 so domainers would have to release some of the domains giving the public a better chance at them.
The voting rights numbers have been published:
https://media.nominet.uk/wp-content/uploads/2021/03/Nominet-UK-Voting-Rights-2021.pdf
Regards...jmcc
https://media.nominet.uk/wp-content/uploads/2021/03/Nominet-UK-Voting-Rights-2021.pdf
Regards...jmcc
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I myself would rather pay a few extra £ if I knew the proceeds would go to charity.
Maybe they should increase the wholesale price to £10.00 so domainers would have to release some of the domains giving the public a better chance at them.
Charity should be a personal choice not forced upon everyone. I also wonder if you were given the choice of paying £3.90 as normal to renew a domain or optionally paying £10 with the extra pounds going to charity, would you really choose the latter every time?
I suspect (perhaps someone like @Edwin has a better feel for the numbers involved?) the number of domains held by domainers is a tiny fraction of the 12 million registered domains so it seems perverse to penalise everyone with higher prices just to try and force a small number of domains to be dropped.
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