Egm 2

[gordon]

I appreciate that there is a gap between the year end and the AGM - and that this year it was longer than usual due (I believe) to the EGM. However, the events that fall within a particular financial year are supposed to appear in that years report and accounts. If they do not, those accounts are wrong and need changing.

You are misunderstanding an accounting convention. A layman's explanation as I am not an accountant but do have some understanding of this is: It is an accounting convention and nothing more than that. Company accounts for year X do have to take account of certain payments due in year X+1 that have already been committed to and I think certain payments due that have been committed to since year end but before the report is made. If you then re-accounted for them in year X+1 you would be double accounting for them and causing the accounts to be wrong.

As for expanding the DRS - which is what you seem to be saying this allows for - does that appear in the papers for the EGM? Broadening Nominet's ability to take up ENUM or whatever is I believe there - but is this? If not, why not?

There are no plans with regards to the DRS being expanded, shrunk or anything else other than a full review happening. Ed was simply showing it gives options, the wording of the memorandum was consulted on and the concerns raised were reflected in the final wording.

Gordon

 

[Beasty]

You are misunderstanding an accounting convention. A layman's explanation as I am not an accountant but do have some understanding of this is: It is an accounting convention and nothing more than that. Company accounts for year X do have to take account of certain payments due in year X+1 that have already been committed to and I think certain payments due that have been committed to since year end but before the report is made. If you then re-accounted for them in year X+1 you would be double accounting for them and causing the accounts to be wrong.

So are you saying that there was a commitment to pay Dr Black made before year end 2004, as opposed to when he resigned in 2005? Also was he or was he not paid salary in financial year 2004/2005? If so, why was that omitted from the highest paid director/annual salary bit?

And none of the above explains why the appointment of a director (during the relevant financial year) as a director of a supplier company in the same financial year was omitted from the relevant part of the notes to the accounts.

Or what the effect of passing an annual report that includes the reappointment of the auditors has when they are also removed at the same meeting.

There are no plans with regards to the DRS being expanded, shrunk or anything else other than a full review happening. Ed was simply showing it gives options, the wording of the memorandum was consulted on and the concerns raised were reflected in the final wording.

So the scope to broaden the DRS's ambit was consulted on and is explained in the circular that accompanied the EGM voting papers?

 

[gordon]

So are you saying that there was a commitment to pay Dr Black made before year end 2004, as opposed to when he resigned in 2005? Also was he or was he not paid salary in financial year 2004/2005? If so, why was that omitted from the highest paid director/annual salary bit?

I am saying that the accounts for 2003/04 and 2004/05 are prepared to accounting conventions required in the UK and have been successfully audited as such.

Separately on the issue of when Dr Black left, he submitted his resignation on 9th September 2004 as was announced that day. He left in December 2004. His salary and the salaries of all employees and directors are correctly accounted for in the accounts of both 03/04 and 04/05 according to UK accounting conventions.

And none of the above explains why...

If you need help with understanding accounting conventions and requirements in detail I would recommend you seek detailed advice from a suitably qualified accountant.

Gordon

 

[Whois-Search]

EGM Update

Nominet [nom-announce] EGM Update email today says:

We are investigating the possibility of laying on transport from Oxford
station. If you are interested in this, please email
communications[at]nominet.org.uk, so we can assess numbers.

Much better members can go on the train now even if the Hotel is already fully booked!

Following member feedback we have added a brief description of the changes
to the Memorandum and Articles of Association to the web site and provided
a link to a marked up version of the Articles of Association clearly
showing the changes being proposed.
Scope

Also better.

 

[sneezycheese]

It seems that section 3 of the M&A's is the important bit, where Nominet's objects increase from only 7 to an arround 45/46 :shock: (I had a bit of trouble counting :???: ).

So there's quite a lot more at stake then it seems that people are aware of!

e.g.

3.13.1.1 organise, incorporate, reorganise, finance, aid and assist, financially or otherwise, companies, corporations, syndicates, partnerships, associations and firms of all kinds;

...and there's a lot more than that in there - it's worth a read! - http://www.nominet.org.uk/digitalAssets/9796_Memorandum_of_Association.pdf

Nice to see all you members are being FULLY consulted.

 

[static]

I voted no. Luddite

 

[gordon]

...and there's a lot more than that in there - it's worth a read! -

Sneezy, if you are going to quote then don't forget to quote the context as I am sure you wouldn't want to mislead people...

3.13.1.1 is constrained by the 3.13 to only be "to the extent required, necessary or desirable to fulfil the Company’s objects;"

Nice to see all you members are being FULLY consulted.

They have indeed, I and others have been up and down the country speaking with members. Draft proposals were published giving options of extremely limited objects to extremely wide objects. The membership consensus was for the proposals that are now going to a vote.

Gordon

 

[sneezycheese]

Sneezy, if you are going to quote then don't forget to quote the context as I am sure you wouldn't want to mislead people...

3.13.1.1 is constrained by the 3.13 to only be "to the extent required, necessary or desirable to fulfil the Company’s objects;"

...Yes, (and correct me if I'm wrong ) what I quoted is included as an object (catch 22).

Regards,

Sneezy.

 

[Crusader-K]

There are no plans with regards to the DRS being expanded, shrunk or anything else other than a full review happening. Ed was simply showing it gives options, the wording of the memorandum was consulted on and the concerns raised were reflected in the final wording.

Gordon

So the scope to broaden the DRS's ambit was consulted on and is explained in the circular that accompanied the EGM voting papers?

However the carefully worded "There are no plans with regards to the DRS being expanded......." (today) doesn't rule out that Nominet will not do so at some time AFTER the proposal is passed at the EGM.

Considering the uncertainties, a vote against the proposed changes might well be the most appropriate course of action at this time.

 

[gordon]

...Yes, (and correct me if I'm wrong ) what I quoted is included as an object (catch 22).

I'll correct you since you are wrong. What you quoted was a sub-section of an object, not an object in and of itself. The object it is a part of limits itself.

Gordon

 

[gordon]

However the carefully worded "There are no plans with regards to the DRS being expanded......." (today) doesn't rule out that Nominet will not do so at some time AFTER the proposal is passed at the EGM.

Considering the uncertainties, a vote against the proposed changes might well be the most appropriate course of action at this time.

Crusader-K,
What would you be wanting to vote against?

You appear to be confusing the DRS as we know it today with the use of the reference to Dispute Resolution. The current DRS and any extension, reduction, scrapping, etc, can all be done within the current memorandum and that is therefore not an issue that is up for vote, but is an issue that will be dealt with in the DRS consultation. The use of Dispute Resolution in the new memorandum does not affect that.

I'm happy to talk to you on the phone if it is easier to help me understand what you are actually wanting clarification on. If you want to talk drop me a message I can call you or you can call me.

Gordon

 

[Crusader-K]

Crusader-K,
What would you be wanting to vote against?

You appear to be confusing the DRS as we know it today with the use of the reference to Dispute Resolution. The current DRS and any extension, reduction, scrapping, etc, can all be done within the current memorandum and that is therefore not an issue that is up for vote, but is an issue that will be dealt with in the DRS consultation. The use of Dispute Resolution in the new memorandum does not affect that.

I'm happy to talk to you on the phone if it is easier to help me understand what you are actually wanting clarification on. If you want to talk drop me a message I can call you or you can call me.

Gordon

Nominet's current Memorandum and Articles of Association make no reference whatsoever to dispute resolution.

Yet Nominet ask us to vote on a revised Memorandum in which 3.3.6 now also specifically refers to dispute resolution.

It is a pity that the urgency required to push through a revised Memorandum is not matched by the lack of any past apparent urgency in a DRS review which will only take place AFTER the EGM-2.

Can you please advise the person who is overseeing the DRS review.

Please note no banned words used in the wording of this posting.

 

[Hazel Pegg]

However the carefully worded "There are no plans with regards to the DRS being expanded......." (today) doesn't rule out that Nominet will not do so at some time AFTER the proposal is passed at the EGM.

The EGM changes have NO EFFECT whatsoever on the DRS. The Board can currently expand (or bin) the DRS and that will remain the situation after the EGM if the proposed changes are accepted.

The DRS Review is about to go out to full consultation and any changes to the DRS will be made as a result of that Review (bearing in mind the responses received). That will be irrespective of any changes to the Memorandum that may take effect after the EGM.

Hazel

 

[Hazel Pegg]

It is a pity that the urgency required to push through a revised Memorandum is not matched by the lack of any past apparent urgency in a DRS review which will only take place AFTER the EGM-2.

The two are not connected in any way.

Hazel

 

[sneezycheese]

I'll correct you since you are wrong. What you quoted was a sub-section of an object, not an object in and of itself. The object it is a part of limits itself.

Gordon

...Ahah - So (for the sake of clarity ) we get get to this bit:

3. The Company’s objects, which (unless 3.12 applies) shall be carried out on a commercial basis are:

And the 'Object' in question is...

Providing business through subsidiaries and third parties

...So where was I so 'off the mark' in what I said? :???:

 

[gordon]

Nominet's current Memorandum and Articles of Association make no reference whatsoever to dispute resolution.

Yet Nominet ask us to vote on a revised Memorandum in which 3.3.6 now also specifically refers to dispute resolution.

Language is quite a flexible tool and the same thing can be enabled in numerous ways. The current Mem&Arts allow dispute resolution, the new ones do to. This is not the issue that a vote one way or the other at the EGM will change.

I don't recall seeing a submission from you when we consulted on the possible wordings of these clauses, did you make one?

It is a pity that the urgency required to push through a revised Memorandum is not matched by the lack of any past apparent urgency in a DRS review which will only take place AFTER the EGM-2.

Irrespective of what happens around the EGM the DRS review will be progressed promptly and I would personally like to hear your feedback on all matters around the DRS directly. I am more than happy to discuss by telephone or in person to make sure I understand the concerns the review needs to address.

Can you please advise the person who is overseeing the DRS review.

The Board will make decisions based on the feedback to the consultation from the PAB and all stakeholders.

I'd encourage you to engage positively if you want a positive outcome.

Gordon

 

[sneezycheese]

Anything Goes...

The key bits that apply in what I previously mentioned are:

'incorporate' - 'finance' - 'firms of all kinds'

This seems to give the option to create (either alone or in partnership) mutiple companies of ANY type and making masses of money that they'll be able to share out in dividends to their shareholders - which could include other companies/individuals other than Nominet!

So how does this sit with you Hazel? - and anyone really?

Regards,

Sneezy.

PS: Anyone got a siphon I could borrow? :twisted:

 

[static]

These proposed changes may be a charter for any future Board to do essentially whatever it wants to. It could be about priming Nominet for easier 'value extraction' for the benefit of Company employees and a small coterie of corporate allies. I'm sure certain parties have their eyes on Nominet and how to access the wealth it represents. Asset strippers!

At the moment the wealth of the Company is locked away safe and sound for the benefit of all. Why change it for the benefit of a few? I'm sure the average member wouldn't benefit at all. They would be circumvented by some 'clever' corporate slight of hand.

 

[Hazel Pegg]

The key bits that apply in what I previously mentioned are:

'incorporate' - 'finance' - 'firms of all kinds'

This seems to give the option to create (either alone or in partnership) mutiple companies of ANY type and making masses of money that they'll be able to share out in dividends to their shareholders - which could include other companies/individuals other than Nominet!

So how does this sit with you Hazel?

If Nominet takes over a company then that former company becomes a part of Nominet and the usual rules about no dividends apply.

If Nominet goes into partnership with another company then Nominet effectively becomes another 'shareholder' of that company. So the partnership company will continue to pay dividends (if that is what they do) and any dividends due to Nominet will go into the general Nominet pot to be dealt with as usual - and that doesn't include payouts to Nominet members.

I don't actually have a problem with this. (Well, to be honest, I do have a general problem with shareholders and dividends and the entire capitalist economy but that's another story).

Hazel

 

[sneezycheese]

If Nominet takes over a company then that former company becomes a part of Nominet and the usual rules about no dividends apply.

...are you 'sure' Hazel? :???: - it does say 'firms of ALL kinds'

Regards,

Sneezy.