Nominet Kieren McCarthy to join Nominet Board

[xdnet]

What do you think the chances are of us getting another EGM? If he's to be believed, Simon Blackler spent 6 figures of his own money to force the last one and all it achieved was a promise to be more open but unless someone can show me anything other than words, I don't see that anything has changed?

In terms of another EGM, yes it takes money to do it right and it's very unfortunate that further action will likely be dependent on members who have the capital being willing to stump it up to pay for it.

While I still see issues with Nominet, a lot has changed for the better.

For example, the renumeration of the board has significantly decreased, bench marking is now much saner and bonus motivations have shifted drastically (See remuneration report: https://www.nominet.uk/wp-content/u...K-Annual-Report-Financial-Statements-FY22.pdf), selling Cyglass, u-turn on the acquisition strategy, price freezes, GiveHub (disclosure: I am on the panel), UKRAC (disclosure: I was re-elected earlier this year) are positive steps forward in my opinion and stem from the EGM where half the board was dismissed and since then, many of the remnants have stepped down.

Nominet are also noticeably more open to publishing data, and communicating more openly with members.

I think it's important to acknowledge the improvements, while also noting there is more work to do - I've been pretty vocal on my thoughts of the handling of the legal questions raised around the articles for example, as you'll have heard if you watched the AGM.

Communications is a big problem for Nominet, and reaching members and actually explaining what they're doing seems to be one of the biggest problems, as well as culture changes which seem to still be peculating.

But bottom line, if you don't like it, please engage as constructively as possible. The biggest barrier to change is that it's often just a small group of members telling Nominet what they want to see, more engagement = more power to the members.

 

[xdnet]

How does a company with £100mn+ in the bank manage a £4.4mn loss. Disturbing.

The reserves were built up so much, in part, to sustain those losses under the previous strategy. At least it's over now and we are no longer blowing $600K/month running it!

 

[Kieren]

I will happily be shown otherwise. I've seen a lot of people cowed by the boards collective responsibility and the threat of their apparent legal obligations as directors.

(FWIW, and IANAL, but I agree that it's perfectly reasonable to make the case that if the members aren't happy - within reason - then company is at risk of further EGMs, and therefore members wishes should be paramount for the best interests of the company)

I’ve seen it too, first hand. I was a senior staffer at ICANN.

 

[CreativeMix]

For example, the renumeration of the board has significantly decreased, bench marking is now much saner and bonus motivations have shifted drastically (See remuneration report: https://www.nominet.uk/wp-content/u...K-Annual-Report-Financial-Statements-FY22.pdf), selling Cyglass, u-turn on the acquisition strategy, price freezes, GiveHub (disclosure: I am on the panel), UKRAC (disclosure: I was re-elected earlier this year) are positive steps forward in my opinion and stem from the EGM where half the board was dismissed and since then, many of the remnants have stepped down.

With respect, most of what you list were inevitable given the sheer belligerence and arrogance shown by Howarth, other senior management and board members prior to the EGM, an EGM btw, that they fought against (very bitterly I might add) and nearly succeeded in blocking. The subsequent revelation of the sheer incompetence of senior management's investment decisions. The legal protection of quite frankly perverse bonuses, despite their knowledge of what was coming down the line. As for price freezes, they were raised to pay for the folly that Howarth and his team of merry people went on with the companies reserves and should have been reduced to per-increase levels except that under Howarth, the registry has shrunk signifacntly when discounting the introduction of .uk

 

[lazarus]

With respect, most of what you list were inevitable given the sheer belligerence and arrogance shown by Howarth, other senior management and board members prior to the EGM, an EGM btw, that they fought against (very bitterly I might add) and nearly succeeded in blocking. The subsequent revelation of the sheer incompetence of senior management's investment decisions. The legal protection of quite frankly perverse bonuses, despite their knowledge of what was coming down the line. As for price freezes, they were raised to pay for the folly that Howarth and his team of merry people went on with the companies reserves and should have been reduced to per-increase levels except that under Howarth, the registry has shrunk signifacntly when discounting the introduction of .uk

This is exactly why we need people like Kieren and Jim in the NED positions. Both are aligned within the public benefit movement. Fair enough if it was the same old unknown NED candidate popping their head in, on the forum right before voting.

Kieren and Jim are no strangers to publicly calling out Nominet, and both are genuinely on a mission to improve governance. Having a NED that is aligned with public benefit is a win right?

But no matter what we think about the NED position in general, I'd rather see more people in these positions that are going to take Nominet to task.


Cheers, Colin

 

[super-whois]

Kieren and Jim in the NED positions. Both are aligned within the public benefit movement.

Sadly Kieren isn't aligned with public benefit though, as is evident with his activity at IFFOR.

 

[CreativeMix]

All we can do is give him the chance. Let’s see how well this ages when we return next year to vote Jim in

It doesn't matter who we vote for, nothing will change because we have no power against a management team that have demonstrably hidden their failings and vilified a large part of the membership. This needs a total rewrite of the rules and turkeys don't vote for christmas!

 

[xdnet]

With respect, most of what you list were inevitable given the sheer belligerence and arrogance shown by Howarth, other senior management and board members prior to the EGM, an EGM btw, that they fought against (very bitterly I might add) and nearly succeeded in blocking.

I agree with your premise, but not your conclusion. The EGM _forced_ the company to remove these people, without it those people would have continued using it as their play thing and creating bogus justifications for ridiculous bonuses and ego boosts. The things I pointed out were far from inevitable prior to the EGM campaign. Many felt hopeless and had given up - it shows what can be achieved when members band together over common goals.

It's the same with everything political mate, the 99% are always controlled by the 1%. And until 99% of the 99% realise that — the 1% will continue to reign free.

^ This. We must show up and engage to help keep nudging the dial. I honestly believe if members who aren't happy put in the effort, showed up, encouraged others to do so etc - they'd be surprised how much they can actually change with a little work.

It doesn't matter who we vote for, nothing will change because we have no power against a management team that have demonstrably hidden their failings and vilified a large part of the membership. This needs a total rewrite of the rules and turkeys don't vote for christmas!

So roll up your sleeves and get stuck in! Half the battle is members being informed and actually engaging constructively. Yes there may be knock backs, but if it was more than a dozen of us saying these things they might start listening more...

 

[LCHappy]

i am your rep. Given the EGM and its result and impact, I don’t find that at all incompatible with a director’s fiduciary duties.

Kieren

Not my rep, unless I want some childish memes posted into a serious adult debate. Then I'll email you.

 

[JimDavies]

For example, the renumeration of the board has significantly decreased, bench marking is now much saner and bonus motivations have shifted drastically (See remuneration report: https://www.nominet.uk/wp-content/u...K-Annual-Report-Financial-Statements-FY22.pdf),

I'm not an accountant, but I am not sure that the picture is quite that clear. The LTIP bonus went, which is good. We did the same with the even crazier one in 2008. But the numbers in the financial statements are less clear to me, as the highest paid director in 2021 was Haworth. To March 2022 Bradley is no longer a director, but was the second highest paid employee. So she goes off the board remuneration, not the payroll. And Paul Fletcher had barely joined, so his numbers are low because of that. Even with the CyGlass debacle, Green said a 75% bonus was paid. I'd question that too.

 

[JimDavies]

It doesn't matter who we vote for, nothing will change because we have no power against a management team that have demonstrably hidden their failings and vilified a large part of the membership. This needs a total rewrite of the rules and turkeys don't vote for christmas!

A director has a duty to oversee the conduct of the executive. And the right to access pretty much any and all documents of the business that they want. With the right knowledge and determination, they can do quite a lot. But you're right, it would not be easy.

 

[CreativeMix]

A director has a duty to oversee the conduct of the executive. And the right to access pretty much any and all documents of the business that they want. With the right knowledge and determination, they can do quite a lot. But you're right, it would not be easy.

Jim, do you have a right to view NDA's? I ask because we both know that the company uses NDA's to cover up their mistakes and that members would be shocked at the size of some of the payouts? We also know that senior management has a history of being less than forth coming when it comes to communicating everything with the board. It may be controversial to say but I think the company has a history of using the chairman to throw people of the scent and to take the flack for management failings, it's certainly my opinion that Rennie Fritchie's goodwill was essentially abused by management at the time.

 

[JimDavies]

Yes, a director should be shown an NDA if they request to see documents on a matter. What you can do with what you learn pretty much depends on what you learn, if that makes sense. I agree with you that a director relying on the information that is fed to them is unlikely to learn much.

 

[CreativeMix]

Yes, a director should be shown an NDA if they request to see documents on a matter. What you can do with what you learn pretty much depends on what you learn, if that makes sense. I agree with you that a director relying on the information that is fed to them is unlikely to learn much.

Can you ask to see ALL NDA's because I'd question how you would know where to look if an NDA had been used to cover-up or silence someone?

 

[JimDavies]

I'll be honest and say it isn't something I had specifically been thinking about asking for. But if you wanted to, I suppose you could ask to see all NDAs signed by the company. Unless you had an idea what they related to, which would speed things up.

 

[CreativeMix]

I'll be honest and say it isn't something I had specifically been thinking about asking for. But if you wanted to, I suppose you could ask to see all NDAs signed by the company. Unless you had an idea what they related to, which would speed things up.

You also wouldn't know if any had been purposefully withheld and I think that's what this all boils down to. The company has a history of obfuscation - who knows, maybe deception - and for me, I simply don't trust them. To be balanced, I do think the greed and self serving nature of drop catchers has damaged the cause of the ordinary members and has helped foster a culture of them and us.

 

[JimDavies]

Can you ask to see ALL NDA's because I'd question how you would know where to look if an NDA had been used to cover-up or silence someone?

I don't think I would make a blanket request. If there was something specific you were concerned about, I think it would be more effective to make a focussed request.

 

[xdnet]

But if you wanted to, I suppose you could ask to see all NDAs signed by the company.

What about if that knowledge could be considered a conflict?

To use you as an example, what if that NDA revealed something about a competitor of a member who had you on retainer?

 

[JimDavies]

What about if that knowledge could be considered a conflict?

To use you as an example, what if that NDA revealed something about a competitor of a member who had you on retainer?

That's a hypothetical now, since I am not on retainer to anyone at the moment. Open to offers though!

But if it related to a client, it would be subject to the usual confidantiality rules. I can't tell client A that client B is doing something. In the same way, I could not tell a client something (NDA or otherwise) that was confidential to Nominet that I learnt as a director. It's not that difficult if you're used to keeping things in separate legal boxes.