Nominet Governance Resolutions AGM 2013

Nominet is proposing changes to Nominet’s Board structure, which will be decided by Members at the company’s forthcoming AGM on 22nd July 2013 – These are:

• Creating an additional seat for the executive on the Board. If approved, this will mean giving the executive with responsibility for member and channel engagement and business development – the Chief Commercial Officer – a Board level position.

• Extending the term for member-elected Non-Executive directors to 3 years from 2014 – bringing this into line with the 3-year terms for appointed Non-Executive directors.

• Removing the 6-year limit on non-executive director terms in order that the company can, if appropriate, continue to benefit from accumulated experience and continuity.

Read more: Nominet announces programme for evolving the .uk domain name space


What is wrong with these proposals?

1. Having an election every year keeps the membership engaged in current board issues. With 4 elected directors and 3 year terms there will be less elections.

2. Three current Nominet non-executive directors will have already done six years service on the board by 2014/15.

  • Clive Grace – Appointed December 2008   (six years would be December 2014)
  • Sebastien Lahtinen  Elected 2007-2008 (lost 2009) 2010-present  (six years would be 2014)
  • Nora Nanayakkara – Elected 2009-present (six years would be 2015)

The UK Corporate Governance Code also says directors appointed beyond six years should be subject to “rigorous review”:

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 nonexecutive director should be subject to particularly rigorous review, and should take into account the need for progressive refreshing of the board.
Source: The UK Corporate Governance Code (September 2012)

3. Jill Finney (ex Nominet CCO) who the extra board seat was being proposed for was implicated in recent controversy at the CQC. Her contract was terminated on 20/06/2013 with immediate effect.

For reasons why see the following news articles:

20/06/2013 – BBC News: NHS ‘cover-up’ names revealed by CQC
20/06/2013 – Channel 4 News: Revealed: CQC bosses behind baby deaths ‘cover-up’
20/06/2013 – Domainincite: Nominet fires CCO over baby death “cover-up”

21/06/2013 – The Times: Wife who went from pasta PR to public enemy No 1
21/06/2013 – Techworld: Nominet sacks Jill Finney for involvement in NHS baby deaths ‘cover-up’
21/06/2013 – Techeye: Nominet sacks Jill Finney for involvement in CQC cover up
21/06/2013 – The Register: Nominet sacks freshly-hired exec implicated in hospital ‘cover-up’ scandal

 

Disclaimer

Please note the content on this website may have been written before the final version of the release rules by Nominet. There were two consultations in October 2012 & July 2013 and the final version was published in November 2013. Dot uk was launched on 10th June 2014 and the official current .UK rules can be found here: www.dotuklaunch.co.uk