Restoring Nominet’s Purpose

Because the money that should have been heading towards Public Benefit Donations over the last 5 years has instead been funneled into completely unnecessary "diversifications", expensive acquisitions and Directors pockets.

This is completely unacceptable behaviour for a company that has a public benefit purpose, so important it's enshrined in the Articles as the very first thing after the definitions.

There's never been a more obvious time in Nominet's history where it could be making a real impact and benefitting the public; COVID, Climate Change, homelessness, etc, etc.

This is not a VC-backed Silicon Valley startup that needs to take risks, make speculative acquisitions, "pivot" or worry about unnecessary diversifications. This is Nominet, the guardian of the .UK namespace and we'd like it back, please.

No. At least not legally.

We have followed Nominet’s members code of conduct and outlined the issues in a professional way with integrity and accountability.

The Nominet directors are legally bound to carry out a requisition from a group of members under section 303 of the Companies Act 2006. Our EGM requisition has been legally drafted by a solicitor and does not make any vexatious statements.

Nominet's board of directors is required to call the EGM within 21 days of receiving notice from the members to call it.

That meeting must be held on a date not more than 28 days from the date on which notice to convene the meeting has been given by them. In total that's a maximum of 49 days from when we submit the notice, which we'll do once we've got a comfortable margin of error.

They cannot refuse a legal and valid request from the members to participate in the operation of the company. If necessary a court order can be used to compel the meeting.

Absolutely.

The current board has run the business in such a way that anyone can see things could be better. Treating the membership as an inconvenience, ratcheting up prices to fund acquisitions, unnecessary diversifications and eye-watering Director pay (which is higher than the Upper Quartile of the AIM!), deliberately opaque behaviour and the issue that got me to start this movement; the MASSIVE reduction in Public Benefit Donations compared to previous levels.

The relationship between management and members has been strained for years. In recent times it's become somewhat more aggressive. Russell Haworth has called The Register "fake news" for reporting on fact, and most recently he closed down the members forum, mid-AGM. With it went the last easy line of communication.

The membership aren't stupid. Quite the opposite. For years the board have ignored their input and carried out their own agenda, behind closed doors, citing that they can't provide the expected and previously common meeting minutes anymore because "Nominet is a PLC type board" (Mark Wood, Chair)

Another worrying trend is Nominet's attempt to conflate Public Benefit Donations with impact. For example, counting EVERY member of the Scouts towards their 2020 goal of "Improving the lives of 1 million young people through technology" (actually 721,777) doesn't detract from the fact that Nominet has donated less than £2M in 2020, down from over £5M average per year between 2011 and 2015, before Russell Haworth arrived.

Its clear ALL members and the public will benefit from a leaner Nominet board that focusses on its core business of running a secure .uk namespace.

The first order of business will be to re-open lines of communication with the membership and start to engage them on key issues.

No, nothing is being guaranteed. However, it’s fair to assume that if the company returns to its core business, ceases to pursue expensive acquisitions/diversifications and pays Directors salaries commensurate with appropriate comparable public sector organisations, there will be surplus profit and cash in the business. That will allow the board to simultaneously increase Public Benefit Donations AND reduce .uk prices. Win/win.

It might take a while before any reduction can happen as the new Directors will need to review the business and understand its financial position.

For the avoidance of doubt; I didn’t start this action so Krystal could pay less for it’s .uk domain names. I started this action to rescue a national treasure and restore public benefit donations to previous levels. As you can see from the table above Krystal has a fairly modest number of domains but if there is a price reduction I can guarantee that Krystal will pass that on to end users.

Yes. I was alarmed enough by Russell Haworth closing down the forum mid-AGM to want to see what was going on. I have spoken, or attempted to speak, to all of the member-elected NEDs with varying degrees of success.

Anne Taylor

23/09/2020 - Made contact via LinkedIn
24/09/2020 - Scheduled call for 30th.
30/09/2020 - Call postponed by Anne.
06/10/2020 - Productive Zoom call. Alerted Anne to serious members disquiet over recent Board actions (including closing forum at AGM) and asked her to communicate that to the Board. Impressed with Anne’s positioning and members-first attitude.
10/11/2020 - Sent LinkedIn message requesting update. No reply.
04/01/2021 - Sent LinkedIn message requesting update. No reply.
19/01/2021 - Sent LinkedIn message requesting update. No reply.

Last successful contact: October 2020

James Bladel

08/10/2020 - Introduced through mutual contact via email. Asked for a Zoom call.
10/11/2020 - Followed up, arranged call for 13th November 2020.
13/11/2020 - I missed call because of another appointment, we rescheduled for 20th November.
20/11/2020 - Had excellent Zoom call where we had a wide-ranging conversation that included personal background, motivations for becoming non-exec, how Nominet board runs, it’s characteristics and challenges. Ran out of time but hoped to talk again shortly. Very positive chat.
22/12/2020 - Sent email proposing catchup. James suggested we catch up after the holidays.
05/01/2021 - Sent email proposing catchup.
19/01/2021 - Sent email proposing catchup Arranged for the 22nd
22/01/2021 - James explained my emails have been getting spammed and apologised. Had another excellent chat. We talked more about Nominet’s public purpose origins and the need (or lack thereof) for survival, and thus diversification, the difficulties of balancing “profit with a purpose” vs. commercial goals, and the validity of setting pay scales for Nominet against US tech companies vs. public sector companies in the UK. Once again ran out of time but satisfied that James has been a robust and valuable presence on the board.

Last successful contact: January 2021

David Thornton

01/01/2021 - Introduced via mutual contact as couldn’t find LinkedIn profile
05/01/2021 - First contact. Notified by David that Nominet Company Secretary would be informed of contact.
18/01/2021 - Call scheduled for 20th January
20/01/2021 - Had a Zoom with David to try and understand position and role. David favours a commercially orientated Nominet and possible devolution from the membership structure. In role on Remuneration Committee explained that top salaries need to be paid to retain “top talent”. We disagreed on the necessity of diversification (I think it’s unnecessary) but it was an honest and frank dialogue and I am very grateful for his time.

Last successful contact: January 2021

Phil Buckingham

In the lead up to NED elections, Phil was very active on LinkedIn talking to me to solicit Krystal’s votes for his candidacy. Phil stood on a platform of re-balancing Nominet weighted voting system and engaging with the membership.

10/08/2020 - Phil writes. We talk.
11/08/2020 - Phil writes. We talk.
31/08/2020 - Phil writes. We talk.
06/09/2020 - Phil writes. We talk.

18/09/2020 - Phil Buckingham is elected as the latest non-exec.

22/09/2020 - I write congratulating Phil on win and ask for a chat. Message read. No reply.

29/09/2020 - I follow up. Message read. No reply.
06/10/2020 - I follow up. Message read. No reply.
13/10/2020 - I follow up. Message read. No reply.
27/10/2020 - I follow up. Message read. No reply.
03/11/2020 - I follow up. Message read. No reply.
10/11/2020 - I follow up. Message read. No reply.
17/11/2020 - I follow up. Message read. No reply.
24/11/2020 - I follow up. Message read. No reply.
01/12/2020 - I follow up. Message read. No reply.
08/12/2020 - I follow up. Message read. No reply.
15/12/2020 - I follow up. Message read. No reply.
22/12/2020 - I follow up. Message read. No reply.
29/12/2020 - I follow up. Message read. No reply.
04/01/2021 - Phil admits to mutual contact he’s been ignoring communications from members, not just mine. Having sought advice from Nominet secretary Rory Kelly he’s advised to talk to membership. We’re put in touch via email by said mutual contact, no reply.

12/01/2021 - I follow up. No reply.
19/01/2021 - I follow up. No reply.

Last successful contact: September 2020

1. Sir Michael Lyons' Report
2. Russell Haworth calls The Register "Fake News"
3. Russell Haworth shuts down member forum mid-AGM
4. Nominet shuts down "hostile" discussion forum
5. Nominet mis-calculates voting rights 2 years in a row
6. Nominet sues businessman over Chief Executive Libel
7. Whitehall investigates Nominet
8. Nominet involved in disability discrimination
9. Single letter domain names fetch £39k in domain auction
10. Nominet's (now aborted) foray in to driverless cars
11. Glassdoor Reviews