Last-minute bombshell in Nominet election — it may be ILLEGAL

Nominet’s current non-executive director election may be illegal, according to a legal opinion commissioned by one of the candidates.

Candidate Jim Davies, along with fellow former director Angus Hanton, say barrister Iain Mitchell KC has said that elements of Nominet’s voting practices are “clearly unlawful”, and they’ve asked Nominet to scrap them.

If Nominet accepts the opinion, it could mean the election — which is going on right now — could become a one-member-one-vote affair rather than the current system where you get more votes based on how many .uk domains you manage.

Davies and the other signatories to a letter sent to Nominet believe the company’s extremely complex “weighted voting” system is illegal under the UK’s Companies Act. They write:

This is a very serious issue for Nominet, particularly as there is an AGM and Board Election happening soon. Based on counsel’s opinion, we believe the only lawful way to conduct that meeting (and future meetings) would be one member, one vote.

Should Nominet agree and change the system, it would mean that big registrars such as GoDaddy and Tucows would get the same number of votes — one — as individual Nominet members.

This would most likely advantage IP lawyer Davies and fellow candidate Kieren McCarthy, who is a reporter rather than a registrar, at the expense of third candidate Volker Greimann, who works for Key-Systems, the large registrar owned by CentralNic.

Davies, in echoes of the PublicBenefit.uk campaign that led to a boardroom bloodbath last year, has set up a web site at WeightedVoting.uk to encourage fellow members to read the opinion and sign the letter.

While confidence in the company has arguably improved under its new leadership, member hackles were raised recently with the admission that Nominet had spunked millions of dollars on a failed attempt to enter the security market.

Voting in the NED elections began on Monday and runs until the end of the month. The results will be announced October 5, the day before Nominet’s AGM.

UPDATE: A Nominet spokesperson reached out with the following statement:

We acknowledge the receipt of a legal opinion commissioned by one of our members. We believe that our long-standing election process and voting rights are lawful and are being applied in accordance with our founding documents. We believe they have served and continue to serve both Nominet and its members well. Therefore, the election and voting will continue as planned. We will consult with our legal advisers prior to responding to our member.

Architect of Nominet boardroom bloodbath and Tucows backer win director seats

UK registry Nominet has announced the winners of its non-executive director election, with Simon Blackler securing a runaway victory. Ashley La Bolle of Tucows was also elected, with a strong share of the votes.

Blackler is the architect of the PublicBenefit.uk campaign, which was behind a boardroom bloodbath earlier this year, and La Bolle is director of domains at Tucows, the biggest registrar name to support that campaign.

According to Nominet, Blackler secured 1,285,370 of the 2,558,650 votes in the first-preference round of voting, a smidge over 50%. La Bolle got 750,447 votes, 29.3%, at the same stage, picking up the extra she needed after votes were transferred.

The other four candidates all received 7% or less of the votes in the first-preference ballot.

Voting was based on how many domain names members control, capped at 3% to avoid too much capture by the larger registrars.

Nominet said that turnout was 24.3% — 553 of the 2,276 eligible voters actually cast a ballot.

Blackler and La Bolle will join Nominet’s board at its next Annual General Meeting, which happens this Thursday.

They replace domain investor David Thornton, who had stood for reelection but received less than 6% of the first-round votes, and GoDaddy policy veep James Bladel, who did not stand.

Blackler, who runs the registrar Krystal Hosting, started the PublicBenefit.uk campaign earlier this year in protest at what was seen as Nominet’s unresponsiveness and lack of transparency towards its members.

He rallied a crowd of members upset with what they saw as the company’s diversification into non-core businesses, excessive director and executive compensation, and diminishing devotion to supporting public-benefit causes.

The campaign resulted in the forced resignation of the CEO, the ouster of the chair and almost half the directors, and a renewed focus on the .uk registry and charitable causes under a new chair.

Tucows was the biggest-name registrar to back the campaign, with La Bolle repeatedly blogging about how Nominet needed to be more transparent and engage better with its members.

“Humbled by the amount of support and looking forward to improving Nominet for ALL,” Blackler tweeted following the results announcement.

“I’m truly honoured to be appointed to Nominet’s Board as an NED and am grateful for the support and trust from my peers,” La Bolle said via email. “As well-stated throughout my campaign, I am committed to helping Nominet refocus on its core mandate and re-engage its members to better serve our entire community.”

Nominet rebels dominate directorship slate

Nominet has named the six people nominated for its two open non-executive director positions, and the slate is very much slanted towards the new postbellum reality of UK domain politics.

The PublicBenefit.uk campaign, which saw the CEO forced out and half the board fired at an EGM earlier this year, leading to a broad suite of proposed reforms, has a strong presence on the candidate list.

Simon Blackler of Krystal Hosting, who created and spearheaded the campaign, is standing for one of the so-called “NED” seats. He is also named as a proposer/seconder of two of his rival candidates.

This PublicBenefit slate includes Ashley La Bolle, recently promoted head of domains at Tucows, and consultant and former lawyer Jim Davies, both of whom have Blackler’s endorsement.

La Bolle’s candidacy statement focuses on the need for increased transparency and member engagement, while Davies stands on a platform of constitutional and financial reform.

In his endorsements, Blackler cites Tucows’ endorsement of the PublicBenefit campaign as a crucial turning point in its ultimate success, and Davies’ resignation from the Nominet board in 2009, in which he cited high executive pay and low transparency as reasons for his departure.

One incumbent NED is standing for re-election, David Thornton. Nominated by Michele Neylon and Jothan Frakes, Thornton has a platform based on governance and structural rebalancing.

Internet policy all-rounder Liz Williams is also standing, talking up her extensive experience in areas such as ICANN, privacy and security.

Then there’s Bulgaria-based Brit Stephen Yarrow, whose main policy concerns appear to be raising Nominet’s profile and distancing .uk from the EU’s General Data Protection Regulation.

Nominet members should already have been sent the election materials. Everyone else can read them here (pdf).

Votes will be cast November 18 at Nominet’s Annual General Meeting. There are two seats available.

No more acquisitions for Nominet

Nominet isn’t in the market for buying up other companies any more.

The .uk registry said today that its board of directors has dissolved its mergers and acquisitions committee, which means no more deals in the rapidly consolidating domain name space for the foreseeable future.

The company said the board has “agreed to a proposal to dissolve the M&A Committee in recognition that this type of activity is unlikely to form a central component in the corporate strategy moving forward.”

It’s also dissolved its Cyber Advisory Panel, which looked for potential business opportunities in the internet security space.

The moves come a couple of months after member pressure forced the resignation or sacking of five members of Nominet’s board, including its CEO, in part because of a perception that diversification was harming the core .uk domains business.

But a spokesperson confirmed that the M&A ban is “across the board”, including core and non-core sectors. The decision may be revisited in future, but there are no plans to do so right now.

The PublicBenefit.uk campaign that forced the change of strategic direction had also called for lower .uk prices, more profit sent to public benefit causes, and for greater member engagement.

At its May board meeting, Nominet also agreed to an as-yet-unspecified pricing promotion, an emphasis on public benefit contributions in its budget, and the creation of a UK Registry Advisory Council.

A call for applications for seats on this Council will go out next week.

Anger as Nominet rejects coup’s pick for chair

.uk registry Nominet has rejected its members’ favorite for chair of the board, causing no small amount of irritation among those who backed last month’s boardroom coup.

Company acting chair Rob Binns yesterday told members that Sir Michael Lyons, who headed a review of Nominet a few years ago, will not be asked to be chair, after they failed to reach agreement on terms.

The company has posted an application form (pdf) for would-be chairs.

It seems Lyons was only looking for a short-term gig to help transition Nominet to a new operating model in line with the demands of the PublicBenefit.uk campaign, but Nominet wanted a commitment of at least three years.

Binns wrote (pdf) to members:

After much careful consideration, the Board has decided not to invite Sir Michael to be acting Chair. There was much in common between the current path the board is committed to, and Sir Michael’s view. However, the Board wants and needs a long-term Chair appointment to steer the company’s future and that did not align with Sir Michael’s conditions. We did explore a non-executive director seat but it was clear Sir Michael did not want such a role.

Binns had previously informed members their pick for deputy chair, Axel Pawlik, had also declined a consulting role at the registry.

Lyons and Pawlik had been put forward, with their cooperation, as replacement directors in last month’s Emergency General Meeting, which saw chair Mark Wood and three other directors fired by a slim majority of member votes.

CEO Russell Haworth resigned from both his executive and board roles shortly before the EGM rather that face the vote.

While PublicBenefit’s effort to slash the board almost in half was successful, a second motion to install Lyons and Pawlik did not make it to the agenda, with Nominet’s previous leadership claiming it broke company rules on member-selected directors.

Both Lyons and Pawlik signed a letter to Nominet yesterday expressing disappointment that they failed to come to an agreement and dripping with grim foreshadowing of future member action.

It (pdf) reads a little like a preemptive told-you-so.

We do not believe that you are currently in a strong enough position to begin recruiting new board members or a new CEO. Both require clarity about future mission and stability.

…

From the very beginning of our discussions, I have consistently underlined my concern to avoid a continuing period of uncertainty or to inherit a divided board, trying to fight the battles of the past. I wish you well with the task you have taken on.

The PublicBenefit campaign, spearheaded by Simon Blackler of the registrar Krystal Hosting, wants Nominet to eschew the diversification of its recent years under Haworth and return to its domain name registry roots, with lower wholesale prices and more money returned to public benefit causes.

The remaining board, under Binns and now supplemented by two newly appointed members of Nominet’s executive suite, has put forward a plan that addresses some of the campaign’s concerns, but many members do not believe quite enough humble pie has been eaten yet.

Members were angered last week when head of registry Eleanor Bradley, one of the ousted directors, was made interim CEO, a move one member today described as “taking the piss”.

Today, most of the member sentiment on social media has been critical of Nominet’s post-EGM choices, with rumblings of a second EGM to finish off the job.

But there was some appreciation that Nominet has been heavily engaging in discussions on Twitter today, which marks a switch from the pre-EGM hands-off approach to member engagement.

The company will hold a members-only meeting on Friday morning to discuss its plan for the future and, unlike the EGM, listen-only passes for the media appear to be available.

Nominet members wail as ousted director made CEO

Nominet has been accused of being “tone deaf” to its members’ criticisms after it appointed two staffers to its board of directors and named a recently ousted director as interim CEO.

The .uk registry told members last week that Eleanor Bradley will occupy the corner office “for approximately 6 months” while a permanent replacement for Russel Haworth is sought.

Haworth quit last month rather than face the wrath of members at an Extraordinary General Meeting that shortly thereafter voted to remove Bradley and three other directors from the board.

Bradley has been with the company for many years and was head of registry at Nominet, and seems like an obvious pick for an internal appointment, but members took to social media to express their displeasure.

The EGM was held after a campaign to round up the votes at PublicBenefit.uk, organized by Simon Blackler of Krystal Hosting. Members had hoped to install Sir Michael Lyons and Axel Pawlik on the board as chair and deputy chair.

But Nominet said that its bylaws would not allow directors to be selected this way, and there was no vote on that motion.

Instead, after the vote, relatively new director Rob Binns has taken the acting chair’s job and CIO Adam Leach and company secretary Rory Kelly joined the board from staff.

Binns informed the members of the appointments in a letter March 31 (pdf), which also said that Pawlik has been offered a consulting gig but had declined.

While eating a generous slice of humble pie, assuring members that the EGM was “an opportunity to reset and begin rebuilding the relationship between membership and Nominet”, the plan for the company he outlined was not a million miles away from the plan Nominet had put forward to address members’ concerns under its previous management.

Crucially, Nominet is still backing its non-core security business, which many members believe is an unnecessary diversification that diverted focus from the registry and profits from public benefit causes.

Binns said: “We believe those capabilities are integral to the public benefit we provide, so we want to develop a refreshed structure that protects that capability while addressing members’ desire for Nominet to focus more on its core activities.”

He also backed plans for a Registry Advisory Council, which would have seats for members, and said Nominet will bring back its web-based member discussion forum, which was closed down last year.

His letter contains no mention of reducing prices, one of the five big asks the PublicBenefit.uk campaign made.

Most of the social media reaction to Binns’ letter was negative. Notably, Richard Kirkendall, CEO of Namecheap, one of the largest registrars to publicly expressed its support for the campaign, tweeted:

Quite honestly, your decisions after the EGM and your public statements are absolutely tone deaf. The proposed RAC and the fact that your sticking to the same plan proposed by the previous board is ludicrous.

— Richard Kirkendall (@NamecheapCEO) March 31, 2021

Others had similar points of view, and some speculated that a second EGM may be required to set Nominet on the path the majority of its members appear to want.

Motion to fire five Nominet directors passes in tight vote

Nominet’s members this afternoon voted to fire five of the .uk registry’s directors, including its chair and CEO, in an unexpectedly tight poll.

There were 2,432,105 votes in favor of the motion to fire Mark Wood, Eleanor Bradley, Ben Hill and Jane Tozer, compared to 2,179,477 against, which works out to 52.74% for and 47.26% against.

Members get allotted votes according to how many domains under management they have, capped at 3% of the total cross-membership vote count.

In the end, it appears that the vote was swung by a small handful of larger registrars. Tucows and Namecheap were the largest registrars to say they would vote for the board cull.

Turnout was 53.5% of eligible voters, which I gather is extraordinarily high for a Nominet member vote. The full results are here (pdf).

The original motion also named CEO Russell Haworth, but he quit his board seat and executive role yesterday.

Bradley and Hill, respectively managing director of the registry and CFO, have left the board but keep their staff jobs.

Rob Binns is now acting chair, Nominet said.

The vote took place at an Extraordinary General Meeting held virtually this afternoon, which was called for after 5% of Nominet’s registrar/domainer members signed a petition at PublicBenefit.uk.

The campaign was orchestrated by Simon Blacker of the registrar Krystal Hosting, reflecting growing displeasure among members about Nominet’s strategic direction and lack of member engagement.

After the result was announced this hour, Blackler was quick to hail it as “a watershed moment in Nominet’s history”, saying that it “demonstrates the resolve of the membership to restore its original purpose”, in a letter (pdf) to the “remnant” board.

He went on to call for the campaign’s original two picks for chair and vice-chair replacements — Sir Michael Lyons and Axel Pawlik — to be appointed to the board on an interim basis.

The EGM, which lasted for about an hour, saw directors repeatedly acknowledge and occasionally apologize for taking too long to recognize the breadth and depth of members’ concerns, promising to turn things around.

The key theme to emerge was that the company is now on the same page as its members and is committed to addressing their concerns, but that eliminating almost half of the 11-person board would delay these actions by months.

Wood also reiterated that the threat of UK government intervention is real, should it be perceived that Nominet — a piece of critical infrastructure in all but name — was becoming unstable.

The EGM result was due around 1800 UTC but was delayed by more than three hours, apparently due to the higher than expected turnout.

Nominet boss jumps before he is pushed

With the almost inevitable prospect of being fired by Nominet’s membership this afternoon, CEO Russell Haworth yesterday quit the company.

He will leave both the board of directors and the corner office after a “short transition” and by “mutual consent”, the board announced. Interim leadership will be announced later.

Chair Mark Wood said in a statement: “The board appreciates his decision to step down now at a time when it is clear the company needs to consider its future direction.”

The announcement came a day before Nominet, the .uk registry, holds an Emergency General Meeting called by its membership of registrars and domainers, unhappy with the direction the company has taken over the five years of Haworth’s leadership.

He has faced criticism for diversifying the business outside of core registry services, inflating his own salary, increasing domain prices, ignoring member input, and slashing the amount of money given to public benefit causes.

Wood’s own position is still precarious — the EGM, which came about after a petition at PublicBenefit.uk secured the support of 5% of Nominet’s members, will in a matter of hours consider a motion to fire Haworth, Wood and three other directors.

A second motion, to install two new hand-picked directors who promised to reconfigure the registry’s strategy, did not make the agenda as Nominet says it is not compatible with the company’s own rules on director selection.

With Haworth’s departure evidently some kind of 11th-hour queen sacrifice, Wood made one last public plea to the PublicBenefit.uk campaign, which is led by Krystal Hosting’s Simon Blackler, to back off.

He told members that Nominet has already moved to address many of their concerns: freezing (although not lowering) domain prices, freezing board/executive compensation, donating more profit to worthy causes, and creating new channels for membership engagement. He wrote:

Nominet is not a standard company. It is a membership organisation, and the members need to buy into the company’s strategy. It is clear many do not.

Simon Blackler’s campaign tapped into this discontent, and we have seen his support grow. At the same time, I have also had the opportunity to speak with a large number of members of different types and sizes all around the world. I have heard consistently that Nominet should focus on registry, that they want better member involvement in decision-making, and that more of our financial reserves should be devoted to public benefit activity. That input should set the framework for where Nominet moves next. And the journey should begin at once.

…

With the vote now upon us, I think it no longer really matters which way the result goes. The campaign has had its desired impact, reinforced by the dialogue we have had with so many members. We are all moving in the same direction and aiming to achieve the same objectives.

He went on to double-down on claims that the UK government may exercise its decade-old statutory powers to step in and take over the registry, if it detects the company has been destabilized.

I was not scaremongering in warning that government are also watching developments very closely. The .UK registry and our cyber platforms are key parts of critical national infrastructure, and they cannot be put at risk from internal upheaval at Nominet. We have been questioned in detail about developments and have been told bluntly that the government is dusting off its intervention powers under the 2010 Digital Communications Act. We must tread carefully.

The last-minute olive branch and warning combo is probably not enough to save Wood’s bacon, however.

On Twitter, the PublicBenefit.uk campaign this morning continued to call for “the immediate appointment of Sir Michael and Axel Pawlik”, the two men it backs to become chair and vice-chair respectively.

The members-only EGM will be held at 1500 UTC today. PublicBenefit has secured the support of almost 30% of members’ voting rights, including those of large registrars Tucows and Namecheap, but it only needs a simple majority of those who actually show up to the (virtual) meeting today in order to get its resolution passed. Such meetings are historically lightly attended.

Watch: the exact moment Nominet’s CEO sealed his fate

With Nominet CEO Russell Haworth set to lose his job on Monday, the chain of events that led to his ouster can probably be traced back to a single statement made last year, which was happily caught on camera.

At the company’s Annual General Meeting last September, Haworth announced the closure of the member discussion forum it had hosted on its own web site for many years.

He said the forum was “dominated by a handful of posters, and has increasingly become aggressive and hostile, not least towards our staff”.

The plug was pulled on the site immediately, mid-speech, driving active members into a rage.

One unimpressed member was Simon Blackler, CEO of Krystal Hosting, who later went on to start the PublicBenefit.uk campaign, whose supporters are set to ouster five directors on Monday.

Blackler told The Register recently that the “deliberately spiteful” forum closure was the final straw after years of complaints about Haworth’s leadership.

Here’s the video of Haworth’s speech, cued up to the time-code when he seals his fate:

Restoring the old forum was one of a raft of measures Nominet recently said it would introduce in order to respond to member concerns and stave off the boardroom cull. But that was apparently too little too late.

Stick a fork in Nominet’s leadership. Tucows votes to fire half the board

Tucows has become the latest registrar to say it will vote to fire five of Nominet’s 11 directors, including its CEO and chair, making the success of the ongoing member-driven coup pretty much inevitable.

The company said yesterday that it has already voted for the PublicBenefit.uk campaign’s motion, to be considered at the .uk registry’s Emergency General Meeting on Monday.

Tucows is Nominet’s fourth-largest registrar, with 381,468 domains under management. Its voting rights are capped at 3% of the total.

PublicBenefit.uk now says it has 29.1% of all votes backing its campaign, with 473 members signed up.

Because the threshold to pass its resolution is a simple majority of those who actually turn out to vote on the day, the likelihood of the five directors surviving the EGM are now surely negligible.

The first motion kicks out CEO Russell Haworth, chair Mark Wood, CFO Ben Hill, registry managing director Eleanor Bradley and appointed non-executive director Jane Tozer.

The second, which Nominet refused to put on the ballot, would have appointed two new directors: Sir Michael Lyons, who will serve as chair, and Axel Pawlik, deputy chair. Lyons is a former chair of the BBC Trust, who in 2015 oversaw a review into Nominet’s corporate governance. Pawlik is a former MD of European IP address registry RIPE-NCC.

Both have promised to refocus Nominet by abandoning its attempts to diversify into commercial areas such as cybersecurity, while also reducing .uk wholesale prices and donating more of its profits to public benefit causes.

In throwing its weight behind the resolution, Tucows’ director of domains Ashley La Bolle said in a blog post:

Most registries, but particularly country code registries are, or should be, very profitable operations. A country code TLD is also a public asset and an important component of a nation’s critical infrastructure. The registry should have a narrow and focused mandate, deliver a stable and secure service, operate in a risk-averse manner, and manage costs appropriately. As a public asset, surplus funds from the operation of a registry should be delivered to thoughtful and relevant public benefit initiatives, while also containing and reducing costs for the millions of businesses and consumers that use and rely on the domain names.

It’s the second of Nominet’s top 10 registrars to back PublicBenefit.uk, after #7 Namecheap, which has 201,355 .uk names under management.

The Internet Commerce Association, which represents the interest of domain investors but is not a Nominet member, said it took no position on the resolution, but broadly supported the overarching goals:

The ICA urges Nominet members to support efforts to restore Nominet’s core mission to operate the registry at cost as a not-for profit. Nominet’s management should never raise registration fees beyond what it takes to operate the registry in a prudent manner, with any excess revenue being directed to worthy causes and not to growing the breadth of Nominet’s limited mandate.

Those Nominet members who have pledged support for the board shakeup are being urged to give their voting proxy to Simon Blackler, who runs the registrar Krystal Hosting and initiated the PublicBenefit.uk campaign, before close of business UK time today.

Blackler says that almost all of these members have already voted.

It’s going to take an unprecedented turnout of Nominet’s remaining membership, with the vast majority opposed to the firings, to save these five directors at this point.

UPDATE: This article was updated shortly after its original posting to clarify that Nominet had refused to put the campaign’s second motion on the ballot.