A second extraordinary general meeting (EGM) to fire the remainder of the board of directors of Nominet and replace them with people willing to make long-sought-after reforms now looks like a certainty.
The results of a survey carried out by the PublicBenefit.uk campaign, which successfully removed Nominet’s CEO, chair and three other board members last month, has revealed that 97 per cent of its supporters now back a clean sweep of the .uk registry operator. The same survey gave Nominet’s board a confidence rating of just 1.3 out of 10.
The campaign’s organiser, CEO of Krystal Simon Blackler, confirmed that as a result of the almost unanimous response, he had “engaged legal counsel to provide a considered opinion in advance to accompany any EGM notice that if we removed the entire board we'd have the power to appoint replacement directors.”
The decision comes after Nominet’s board refused to install two people campaigners had identified as caretaker directors – Sir Michael Lyons and Axel Pawlik – and insisted it would run its own selection process to find a new CEO, chairman and director. Both Sir Michael and Pawlik would likely have been formally elected in a second vote at the first EGM – but Nominet’s then-CEO and chairman claimed the vote would be “invalid” and refused to allow it to go ahead.
Rather than accept the result of the successful member vote, however, the remainder of Nominet’s board has dug in and effectively dared their own members to force them out.
First, the board appointed another two staff members to replace the Nominet executives removed from the board by its membership. Then it chose one of the staffers just stripped of their board position, Eleanor Bradley, to serve as interim CEO. And finally, in two separate announcements a week apart, it refused to admit first industry veteran Pawlik and then former BBC Trust chairman Sir Michael onto the board.
I can't hear you
Blog posts from the new interim chairman and new interim CEO promised change though refused to move beyond a seven-point plan that the former board had developed in an effort to win votes and stay in power. Meanwhile, the five clear reasons that PublicBenefit.uk had given for why the extraordinary decision to remove the CEO and chair was necessary were notably absent in both posts.
The decision to snub Sir Michael, who had been commissioned by Nominet to carry out a review of its organisational problems five years earlier but saw his subsequent recommendations [PDF] rejected, was the final straw for members.
After Nominet rejected Pawlik, PublicBenefit.uk surveyed its supporters about the possibility of a second EGM, and 88 per cent of them supported it, with the board given a 2.4 out of 10 confidence rating. When Sir Michael was then also rejected, attitudes hardened and 96.62 per cent of them decided it was necessary to remove the rest of the board.
When the possibility of firing the rest of the board was raised online, the CEO of one of Nominet’s largest members, NameCheap, tweeted simply: “Bring it on.”
Blackler also confirmed that support among many of Nominet’s largest members, who will be critical for a second vote to pass given Nominet’s unusual voting structure, was stronger as a result of Sir Michael’s rejection. “I’m pleased to report that support amongst the Top 50 is just as strong, if not stronger, than before,” he said in an email to supporters.
Although a second EGM now looks inevitable, the result is not. The first EGM passed by a narrow 52.7 per cent to 47.3. While Nominet’s refusal to respect the clear intent behind the vote has strengthened the resolve of PublicBenefit.uk's supporters, it is not clear if the registry's behavior will turn more members against the current board or serve to harden the position of those who opposed the first vote.
Despite its apparent confidence that it can win a second vote, the Nominet board is likely to face an uphill battle.
Last time around it benefited from having access to all its roughly 2,500 members and repeatedly contacted them via email, phone, and post to urge them to vote against the EGM measure to remove the chairman and CEO. Even after that exhaustive effort, just 53 per cent of members voted. This time around, Nominet’s advantage would have largely disappeared thanks to PublicBenefit.uk’s campaign efforts.
Added to that, Nominet has publicly refused to engage with critics or explain its reasoning – we’ll also note that Nominet has repeatedly failed to even respond to questions from The Register throughout this process. By adding staff members back onto its board as well as appointing a removed board member as interim CEO, it has plainly put self-preservation ahead of the organisation’s stability.
One thing that pretty much every Nominet member can agree on is that they do not want drama within the .uk internet registry: the organisation is expected to do its job quietly, efficiently, and with a minimum of fuss.
The prospect of a second EGM is likely to sit heavy on Nominet. It has promised a member-listening exercise but with the entire board now under the guillotine, it’s hard to imagine that approach will produce any worthwhile results. It’s also hard to imagine that Nominet will be able to attract good candidates for the CEO and chair roles when the recruitment process itself could be scrapped at any point.
As things stand, the ball sits with Blackler who will now have to decide how and when to force Nominet to run a second EGM. ®