More Nominet Jigs and Reels

In the lead up to Nominet’s AGM earlier this year I mentioned some of the squabbling.

While we may have had a respite, it’s now “open season” once again.

The latest news is that some people are pushing a vote of no confidence in the current Nominet board and demanding that an EGM be called.

What exactly happened?

As usual trying to make sense of any debacles that breakout on the Nominet member lists is awkward, as a lot of the issues seem to have historical backgrounds that mere mortals struggle to comprehend (ie. I am as confused by it all as the next person)

What is known is that two things happened.

First off the board’s October communique (pdf) referenced issues surrounding one of the board’s non-executive directors, a Mr Jim Davies:

Following a formal complaint against one of Nominet’s non-executive Directors, Jim Davies, which was upheld in August 2008, the Board was disappointed to receive two more formal complaints concerning Jim Davies (who withdrew from all discussions and decisions about the complaints).
The first complaint was by one of our largest member/registrars, which alleged that Jim Davies had a conflict of interest and had brought the Nominet Board and company into disrepute by acting as a solicitor against them on behalf of another large member/registrar. In investigating the complaint, it emerged that Jim Davies had failed to disclose specifically – either to the Board, or to the membership prior to his election – that he had been on a retainer with the second large member/registrar since March 2008. Jim Davies stated that all relevant disclosures had been made.
The Board upheld the complaint. Angus Hanton abstained from this decision.
The second complaint was from a litigant in a domain name dispute, which alleged that Jim Davies had an interest in a contract between Nominet and a third party, and that he was in breach of his fiduciary duties to the company. In investigating this complaint, it emerged that Jim Davies had personally given a statement to the Court indicating that Nominet was in breach of contract or other duties to the third party. Jim Davies stated that all relevant disclosures had been made.
The Board upheld the complaint. Angus Hanton abstained from this decision.
The Board noted that, as advised by leading counsel, all directors have a legal duty to avoid situations of conflict and possible conflict. The Board requested that Mr Davies urgently sign written undertakings that he will not breach his duties in future.
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The Board continued to press for Jim Davies to sign the standard Non Executive Director contract, outstanding since his election in May 2008.
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Following the recent changes to the Companies Act, the Board reviewed a draft Conflicts of Interest Policy. The Board unanimously agreed to update the register of Directors’ interests in the light of the new legislation.

Then, on 12 November, Angus Hanton, who had abstained from the votes surrounding Mr Davies, tendered his resignation from the board citing issues with how Nominet was being run and who was running it.

So what now?

I suspect that this debacle will keep growing, so the upcoming registrar conference should feature some interesting interactions between the delegates, though whether or not the current debacle will spill over into the conference proper or not remains to be seen

By Michele Neylon