Pressure builds on Nominet as members demand to know leadership's contingency plans for when they’re fired The board of .uk internet registry operator Nominet is again under pressure after support to fire the organisation’s CEO and chairman hit a critical milestone. Over the weekend, and three weeks from an extraordinary general meeting (EGM) in which a vote will be held on whether to remove five of its 11 board members, the vote’s …
The phrase "fiduciary duty" popped into my mind whilst thinking about all the goings on at Nominet.
I have found a description at PinsentMasons which seems to sum up the problem that the board might have. It makes interesting reading and although a bit long in the tooth would, to my eyes, mean that Public Benefit.uk have a useful tool with which to call the execs to account.
It's far from the first such national DNS outfit to have done this
This is turning into a replay of Isocnz and DOMAINZ from 1998-2001
At the end of the day: ALL ccTLDs are entrusted to the operators to be operated on behalf of the country's government
Then again, would you want any part of the UK government operating .uk ?
"ALL ccTLDs are entrusted to the operators to be operated on behalf of the country's government".
Nope. Apart from a handful of mostly banana republics, no governments are listed as the ccTLD's sponsoring organisation - the recognised authority for that ccTLD - in the IANA database. It doesn't even happen in the control freak countries where you'd expect the government to be the sponoring organisation: North Korea, Zimbabwe, China, Russia, Saudi Arabia, etc.
Although they are advertising the vote rather than trying to conceal it, this appears to be having an effect very similar to the Streisand Effect. Their efforts appear to be having the opposite effect to that which is intended.
They are making potential voters aware of the impending vote, who then discover PublicBenefit.uk or TheReg coverage, and who then decide that they will vote Yes.
I agree with this prediction of imminent defeat for the Nominet board. Nominet have for many years enjoyed three sources of power.
1. Monopoly income with no competition afforded by a UK Government asleep at the switch.
2. An ownership structure that favours the biggest.
3. The eerie collusion amongst its top ten members.
It maintains this power by:
- Campaigning against “unwanted” NEDs (I’ve been there)
- Presenting one-sided EGM election information
- Providing lavish pre-AGM lunches to a handle of friendly members
- Blackballing critics
- Agressive litigation
- NDAs
- Overstating the importance of normal security development work
Sir Michael & Axel, I remain hopeful, but why is it that Nominet board members seem to shut their eyes and ears the minute they take office?
So what you're saying is: they're on the gravy train and just love gravy and that they have a track record of "questionable" tactics to stay aboard.
But you reach the conclusion they'll lose!
They WILL fight dirty and this battle is by no means over. The current incumbents just need to give those largest 10 members an incentive [backhander].
I hope PublicBenefit has a plan B.
In the position of Haworth and his pet board members, would resign but theses nest feathering scavengers show little sign of having heard of decency.
We can probably expect an attempt by them to break their toys and then throwing them out of the pram before they have to give them up to any successors.
I'm not surprised at all the goings on over the EGM. Haworth and co. have got used to treating Nominet as their personal piggy-bank and will do everything in their power to stay in post.
What does intrigue me is the bit in the letter sent to Nominet by Public Benefit. uk:
each director has a duty to...act in a way that they consider in good faith would be most likely to promote the success of the company for the benefit of its members as a whole...
Could this perhaps be a pointer to possible legal action if the board ignores or attempts to undermine the vote?
Good faith would seem to be a foreign concept to the board on Nominet so we shall see if anything comes of this.
Given the focus on inappropriate levels of power of certain tech companies, I would think that the largest members of this 'club' won't want to have even the slightest trace of the smelly brown stuff on them by 'supporting' the existing, clearly corrupt, executive management.
Keeping their heads down (and abstaining) may seem to be the best option to them.
OK, how many readers have domains registered with one of the big 10?
Perhaps we can try apply pressure to them if they don't vote yes or at the minimum, abstain, we'll take our business somewhere else.
I'm already looking at moving my remaining .uk domains to a seller on the PublicBenefit list.
Not that it's really gotten me anywhere, but I've taken the approach of tweeting at them.
Most of my domains were actually already with a registrar supporting public benefit, but I had a few still with a GoDaddy subsidiary. As they've remained silent, I moved my domains away from them - in theory giving Mythic Beasts a slightly higher vote percentage (me alone won't have moved the needle really, of course).
I'd have been happy if GoDaddy had simply done what Google have done - say they're abstaining
I'm sure I have seen somewhere that a number of the big 10 (I believe it's several of the foreign owned ones) have long-standing policies to abstain from all votes on the basis it would be inappropriate to get involved in the running of foreign infrastructure.
The big ten might get wined and dined,
but they still look to their bottom line.
How inconvenient a truth,
the value in profit is absolute.
So look forward to costs coming down
once Nominet gets turned around
Goodbye the old guard, so solidly bent
On extracting from customer's, every last cent.
I'm hopeful, but not confident the current board will lose the vote - They seem intent on play every dirty trick in the book: This is the most activity I've seen from Nominet in the last decade.
If they lose, the first thing I want the new management to do is open the books on the this years Reputation Management and Crisis Management notes, so we can see just how far they were willing to go to save the own hides.
The thing is, that Nominet doesn't actually appear to have any published rules as to how votes should be counted.
The Nominet Articles of Association covers this under article 19 where it says that the board should create bye laws covering how votes ought to take place.
Where are these bye laws? They certainly aren't published on the Nominet website.
Well, no. Firstly you're looking at an out of date version of the Articles. They were amended at the September 2020 AGM. The current Articles are here:
https://www.nominet.uk/corporate-governance/memorandum-and-articles/
The only bye-laws required are the ones for the election of non-exec directors, and they're here:
https://www.nominet.uk/corporate-governance/agm/
But here's where it gets interesting. One of the new clauses in the amended Articles is this one:
5.3 If it appears to the chair of the general meeting that the electronic platform, facilities or security at the electronic general meeting have become inadequate then the chair may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at the general meeting up to the time of that adjournment shall be valid.
In other words, if the online conferencing service goes on the blink, the chair can unilaterally decide to postpone the meeting. That might sound innocuous, but consider this:
This is the only case in the Articles where the chair can postpone a general meeting without the consent of the members present. (Even if there are still enough members physically present in the room to make up a quorum, the chair can still postpone without a vote.) There is no stated limit in the Articles on how long the chair can postpone the meeting for.
This clause was obviously added in a hurry, as it doesn't fit well with the rest of the Articles, so you have to ask who added it, and why?
What money on a sudden and totally unexpected failure of the online conferencing tech at a critical point during the EGM? It wouldn't block the campaigners completely but it would complicate the process and buy the board some more time. Maybe they are that desperate.
smart move. If he ignores the letter, or comes up with some feeble excuse that he doesn't have to offer any such plan, he will strengthen the case for his chop. Well, in alternative universe, he could use his extensive, professional experience and exceptional skills - and come up with a BRILLIANT plant that will inspire put awe in all those waiting for the chop so they will spare him and hail him as The Messiah. Now, coming back to our universe...
Nope - the Government has made this clear in answers to previous questions to the Minister .. “we have no locus to intervene .. Nominet is a private company run by its members … “
Unfortunately, in 1996 the public asset of the .UK top level domain passed from public hands into private ownership without Minister’s consent.
The brand “UK” still belongs to the Exchequer - so presumably the UK Gov could decide to license the use of the brand .. but this is all well under HMG radar
Unfortunately, in 1996 the public asset of the .UK top level domain passed from public hands into private ownership without Minister’s consent.
That's not true. .uk was never in public hands. Its origins are messy, passing from the University of Kent to GBnet (for profit company) to some ad-hoc Naming Committee thing (no legal identity) who handed it over to Nominet or morphed into Nominet.
It's unlikely any Minister cared enough in the 1990s about interwebs to be bothered to give consent. Back then the estabished wisdom was ISO protocols were going to rule the world. The country would be using X.400 email addresses based on the country's ISO 3166 entry. Which was and still is GB, not UK.
FYI the Minister does have powers to intervene. I suggest you read Clauses 19-21 of the 2010 Digital Economy Act. I quote: "This section applies where the Secretary of State is satisfied that a serious relevant failure in relation to a qualifying internet domain registry is taking place or has taken place".
Thanks I'm really interested in what you say - I've never heard that University of Kent bit.
My understanding is that it went from UCL (Public) to UKERNA (Public) to Nominet (Private).
I agree that the Government could/should intervene, but last time we asked they said they had "no locus to intervene"
My understanding is that it went from UCL (Public) to UKERNA (Public) to Nominet (Private)
UCL sort of had a role. IIUC .uk and .gb were delegated to Prof. Kirstein personally. That was back when UCL had the only Arpanet connection in the country, there was no Internet and the DNS had only just been invented. UCL might have run the first (experimental?) DNS servers for .uk and .gb but didn't sell domain names or handle registration requests. They chucked .uk over the wall to UKC/GBnet when the UK eventually joined the internet. GBnet sold .uk domain names or bundled that with their ISP contracts. Later on, JANET/UKERNA took charge of DNS for ac.uk leaving GBnet responsible for everything else. That couldn't last because there was a conflict of interest. GBnet was one of the few ISPs. So GBnet handed over .uk to a naming committee that one way or another gve birth to Nominet.
As i said earlier, the early days of .uk were messy. Very little of that was written down. I think UKNOF meetings sometimes had presentations on this stuff. I might have missed some details because I'm relying on memories of a pasty-faced youth from ~30 years ago.
Bullshit!
You've been told this many times now. Companies House is not a regulator and has no power to intervene.
Here's what's on the home page of their web site:
What Companies House does
We incorporate and dissolve limited companies. We register company information and make it available to the public.
"somebody please call OFCOM"
Jesus wept! If Ofcom is the answer, it must have been a very, very stupid question.
Does anyone reallythink government or Ofcom intervention will change Nominet for the better? Would they make the organisation more efficient or more transparent or more accountable?
For the hard of thinking: take a look at the somewhat less than stellar performance of any of the government-run registries - Companies House, DVLC, Passport Office, Land Registry, etc, etc.
Actually, the Land Registry hasn't done that badly. In the last 20 years they successfully (shocking for a government department) actually managed to digitalise and become more efficient. They then closed down offices surplus to requirements (ie; most of them) and their fees have been doing down over the years as more of the work becomes automated.
All of the others present significantly poorer examples; it's impossible to communicate with swathes of the government via email at all.
One other point is that everybody is assuming that it is going to be a win for removing the existing directors.
If you take the figures on the public benefit.uk website then it appears numerically possible for the existing directors to remain in post should they (somehow) persuade only the largest 7 registrars to vote for them.
Nope
Basically, you'd be right, except that the impact of their votes is also capped - to 3% of all votes cast (Nominet have tried to bump that up to 10% though I think).
So, if you get a better-than-average turnout to the vote, the impact of companies like Godaddy drops quite significantly.
Ah here it is. El Reg calculated that to win, Nominet would need to convince 16 of the top 20 to vote in their favour to get to 48% of the vote.
Many commentards, including me, have asked why the government has not decided to get involved.
Managing the registration of domains is important enough, in this world of the inter-web, that it has strategic commercial and societal significance.
So, come on Gov (No, not you Michael!), get in there and sort this out.
Do you seriously expect to get a bunch of venal, money-grubbing dodgy lying gits to behave themselves by asking another bunch of people who could reasonably described in the exact same way to get involved. The only result I can foresee of that is more money being diverted into the hands of the underserving rich.
I'd also be far from astounded if I were to find out that those at the top of Nominet had close ties to those at the top of the Tory Party. To be honest, I'm surprised they didn't get any PPE contracts.
Many commentards, including me, have asked why the government has not decided to get involved.
It's not that hard to work it out.
The government isn't going to get involved unless the DNS for .uk fails or Nominet is on the brink of an insolvency event. If Nominet's directors want to award themselves huge salaries, that's no big deal in the overal scheme of things. Just like it's no big deal when that happens in a university or a hospital trust. These things should be a big dea of course. But in today's neoliberal world it isn't. Market forces are supposed to sort this out, not governments or regulators.
I have this powerful urge to open a popcorn stand near the edge of the howling mob that will gather for their heads. Perhaps I should diversify into camp chairs, pitchforks, buckets of pitch, torches, & matches? OH! I know! I'll add the supplies for making Smores! I'll make millions!
Icon 'cuz we'll be singing campfire songs around it while the mob burns down the building. =-)p
Yet another email from Nominet in the last hour or so entitled “Your Vote Matters. Protect Nominet's Future“. Why are we not surprised that there is no mention by Nominet of the reasons why the EGM has been called as detailed on publicbenefit.uk. Surely this one-sidedness and bias is unacceptable.
The main gist of their latest email is “Please don't abstain“. Could this be aimed at the top-10 who are presumably currently undecided and, not wishing to alienate their many customers, will abstain. The Nominet Executive board must be so desperate to get them to vote – in the board’s favour, of course.
The Nominet Executive Board members seem to have time to organize the sending of this, yet another, email, but not to reply to publicbenefit.uk’s letter last week. When will Nominet and Civica Election Services reply?
Not sure why you think Civica Election Services (formerly Electoral Reform Services) have anything to do with it, they're essentially just the people who will be counting the votes.
(anon because I work for another, entirely unrelated part of Civica)
The board will now post using their complete knowledge (rather than limited by interest) of all members contact details something to force all members to vote on something else but which includes an opt out only autovote to keep the existing management.
Classic abuse of the the disinterested majority in disconnected groups.
My advice would be to only join groups where you have to vote the management in yearly since anything else ends in disregard and disenfrancisement because most people can't be bothered to pay attention until after it is too late.
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