Posts by Siusaidh

Nominet ignores advice, rejects serious change despite losing CEO, chair, half its board in membership vote

A profound vacuum of trusted leadership, and the same rogue regime re-grouping

So we basically have the same regime as 2 weeks ago, just Russell (CEO) and Mark (Chair) not there.

I completely disagree with the delay (or ultimate obstruction) over appointing Sir Michael as Chairman and Axel as director, which were integral parts of the Public Benefit campaign, which virtually 500 members signed up for.

But to be quite clear, the personnel now on the Board (and the new interim CEO) are the personnel who had been waving through the policies of Mark and Russell - without any public contradictions - and this regime and its policies have just been massively called out at the EGM, with a huge loss of Trust and Confidence.

Does Rob’s statement today engender trust, confidence, that this isn’t just the previous regime regrouping and playing for time?

On the flip side, they are gambling that a 2nd EGM won’t be called, because the win at the 1st one was too borderline.

That is the factor Simon Blackler will face as well of course.

In principle, I’d like to see the entire Board dismissed by the members, at which point, members have power and a company obligation to appoint at least one director to keep the company legal. That’s the nuclear option.

However, a second passed resolution of that kind would not be certain.

I personally feel sad that Rob (acting Chair) and the Board have missed an opportunity here - a common-sense opportunity - to appoint Sir Michael as quickly as they have appointed Ellie Bradley (Board evictee and interim CEO), to demonstrate a willingness to walk the walk of change, and not just talk the talk. That would have engendered trust that they were sincere in their ‘Road to Damascus’ conversion. It was possible to do.

As before, they seem to be listening only to the bits they want to hear. The first change hundreds of members called for was the replacement of Mark with Sir Michael. Instead, we have a vacuum of trust and a vacuum of trusted leadership.

Instead, the effect will be continuing loss of trust and confidence. This could lead to further instability for the company. Implicit in today’s announcement seems to me to be the desire to block Sir Michael’s appointment and the level of radical change last week’s EGM was called for.

Sure two fall guys in particular have gone - Russell and Mark - but today we were very much witnessing the same regime re-building itself. I have no trust in this Board’s intended direction. I will speak, and have spoken, to individuals on the Board and members of staff. But as things stand, unless individuals speak out (which they still may do) they will be tarnished with the same opprobrium lavished on Mark and Russell. From their reportedly ‘unanimous’ collaboration in the demonisation of the Public Benefit initiative, they never wanted the proposed changes and were vehemently opposed to what Public Benefit was requesting: Change of leadership right at the top. And everything that would follow from that. This 'remnant' Board rubber-stamped the policies Mark and Russell were kicked out for. None of them have earned trust. All of them have been a part of a regime that was gralloched last week.

To re-shape a quote by (I think) David Cameron: “they are all in this together”.

Now that half of Nominet's board has been ejected, what happens next? Let us walk you through the possibilities

Auditing the Company

One of the first actions I believe should be carried out, in the aftermath of the EGM, is an audit of the company’s records in microscopic detail.

Unfortunately, the remnant directors who were part of the old regime are not the right people to audit themselves. It’s another argument for getting a clean pair of hands, with deep understanding of Nominet, into leadership as soon as possible: Sir Michael Lyons.

He needs to have the authority of an incoming Chairman to access every single balance sheet from preceding years, every single transaction, and every detail of cross-subsidisation, claims of ‘suspended profits’, the actual profit and loss sustained on each venture, and each TLD contract that Nominet has bid for or obtained.

It needs to go deeper: it needs to look at staff culture, management culture, and accounts of staff members. I have reason to believe there will be disturbing disclosures.

I wonder what members here on ‘Discourse’ believe should be investigated, and what issues deserve closer investigation? Are there detailed minutes of meetings, withheld from public view? Sir Michael should see these. Precisely how much money has been squandered in various investments?

The present Board should not be auditing the company, because in effect they would be auditing their own actions and mandates. It’s a cogent reason why the appointment of Sir Michael should not be delayed.

Can the 'remnant Board' be trusted?

The remnant board directors will use the mantra of stability, and orderly transition.

That’s what everyone should want.

However:

The Campaign people signed up for already proposed a pathway to orderly transition.

(And this is the point of concern) The remaining Board must not use the mantra of orderly transition to obfuscate, delay, or obstruct, and the very real problem we have is: TRUST.

On what grounds do we trust the remnant Board? These are directors who signed off and mandated the policies that have been repudiated. These are directors who remained silent when the Members’ Forum was shut down mid-AGM (I’ll except Phil because he’d only been a director for a matter of minutes). These are directors who opposed Referendum 1.

In short, they didn’t want this sequence of events.

There are few grounds for trust, and every reasonable fear that, given time and shenanigans, they would like to maintain Nominet on broadly its previous track.

On that basis, I just don’t think they should delay the appointment of Sir Michael Lyons and Axel Pawlik. There is a vacuum of trusted leadership, which needs to be filled almost immediately, because the present Board is part of the Board who were responsible for what has gone before.

If they genuinely want the change they say they now ‘understand’, they will demonstrate that by acceding to the 2nd part of the Public Benefit campaign, which all signatories signed up to.

I have a further issue that really needs confronting, uncomfortable as it is. If you are a removed Board member but you retain your executive position in the company, are members to trust that, like Paul on the Road to Damascus, you have suddenly ‘seen the light’ and want to fight for a new underlying principle for Nominet - a principle you fought against when on the Board? I think it’s reasonable to feel concerned that (notwithstanding personality or talent) you may not be the right person in place at a time when we need 100% commitment to the very process of change that you opposed as a Board member.

There are many things to be sorted, but an absolute priority is to get Sir Michael Lyons in place, to lead the company firmly along its new course, and to begin the appointments and orderly process of transition to the kind of company that the membership has shown that it wants.

Chairman, CEO of Nominet ousted as member rebellion drives .uk registry back to non-commercial roots

Re: The next move

There are disclosures to come.

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. And a call out to Kieren McCarthy for such persistent journalism too.

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.

Desperate Nominet chairman claims member vote to fire him would spark British government intervention

The line of argument is plain: Mark is alleging that if 5 directors are removed, the Government may intervene, take away Nominet’s independence, and remove the membership-based system of governance.

What you might call a hypothetical ‘Plan G’.

Mark’s markedly NOT saying the Government “will” step in. I doubt he can.

For a start, I think it is a reflection of Mark’s expectation that he is likely to lose the vote next Monday, that he is shifting the playing field to threaten ‘Do that, and the Government will intervene, and you’ll be left with zero participation in Nominet.’

‘The government can step in,” Mark explains, “if Nominet is ever considered unstable or not capable of governing itself.”

My question would be: “Why does a change of leadership make Nominet unstable or incapable of governing itself?”

Governments of whole countries change, without making those countries ‘incapable of governing themselves’. Are Russell and Mark, in person, so irreplaceable? It’s just a change of leadership. It happens all the time.

Mark goes on to suggest that the EGM petition is pressurising any remaining Board Directors “to install candidates outside normal procedures.” He is referring to the call in Resolution 2 (which he has refused to hold, alleging we wanted to ‘elect’ the replacements – incorrect) for the Board to appoint Sir Michael Lyons and Axel Pawlik (note ‘appointing’ not electing).

To be plain, the membership is entitled to take a view on who should be Chairman. As there will be NO Chair if Resolution1 passes, it is reasonable and responsible to draft in a man (Sir Michael) of great experience and acute understanding of Nominet (having carried out the review of Nominet in 2015, and as a former Chair of the BBC), as an interim or caretaker Chairman. It would just be a responsible interim measure.

No-one is saying that “normal procedures” would not then take place to confirm or repeal that interim measure. Everything would proceed in a normal orderly manner. There is no instability involved in all of this. And Mark Wood could himself set to work, co-operating in an orderly transfer of leadership to Sir Michael. Leadership changes. That happens in all companies.

I don’t think the Government need to see that as “instability”. It’s simply transition of leadership.

The EGM is not a “wrecking ball” as Mark claims. To suggest that is to be fairly derogatory towards 429 of the most engaged Nominet member companies, including the top 75% of UK members/companies in Nominet, and as you day in your article, major companies like Namecheap and Gandi.

Members simply want new leadership, as is their right and function, in law.

We’re talking about serious people who run serious companies and businesses, who have joined this call for a change in extraordinary numbers – 432 as I write.

If anything, the government should be disturbed that a Board and Executive have so alienated such huge numbers of members that they are now seeking better leadership.

It could be well argued that, subject to the remnant directors complying with what the members indicate they want at the EGM, Sir Michael is an almost ideal candidate to step in as an interim Chairman, and that orderly process will then lead in due course to orderly selection of further directors, orderly decisions, and a company back on an even keel where trust and confidence have been restored.

Due process is being followed by serious and committed members of Nominet, not to destroy, but to keep Nominet true to its founding principles, which are plainly in the interests of the UK and its namespace.

March 22nd begins that process.