Annual General Meeting – Tuesday 2 June 2015
Nominet’s 2015 Annual General Meeting was held on Tuesday 2 June 2015 at the Saїd Business School, Park End Street, Oxford, OX1 1HP.
You can view the Notice of the AGM, which includes details of business carried out.
Check our news section for the results of the Ordinary Resolution and Non-Executive Director Elections, along with a video of the event.
2015 Board Election
This year, members voted for two Non-Executive Directors. Those elected would serve a three-year term. Six candidates were nominated in this year’s elections, which were conducted by secret ballot. They were:
- Dickie Armour
- Paul Barnett
- Rob Golding
- Volker Greimann
- Phil Kingsland
- David Thornton
View their candidate election statements.
Following our 2015 AGM, Dickie Armour and David Thornton have been elected as Non-Executive Directors. View the official confirmation of the 2015 NED elections poll count.
Following recommendations from the 2015 elections sub-committee, the Nominet Board agreed the process for Non-Executive Director elections and published a framework in advance to help ensure clarity for both members and potential candidates.
Details of the framework used are described below:
- Any individual nominated and seconded by two members and eligible to be appointed as a director of a UK company may stand. Nominet will undertake due diligence to ensure this minimum threshold is met; a formal check will be made using publically available information (see https://www.gov.uk/company-director-disqualification ).
- Candidates are required to sign the non-executive director contract.
- Proposers and seconders can choose to provide a brief statement for publication on their nominees’ suitability for a position on Nominet’s Board.
- Prior to the formal call for nominations, candidates considering standing may wish to speak with the Nominet Chair to gain a fuller understanding of the role.
- A candidate pack will be published in advance of the call for nominations on 26thMarch.
Board recommendation of candidates
- The Board will make a recommendation in order to let members know which candidates it believes would bring the best mix of skills and expertise to help the company moving forward. The Board considers offering such guidance to be part of its responsibilities to the company and its members.
- All candidates will be encouraged, and will have the opportunity to, speak with Board directors as part of this process. This will take place following the closing of the call for nominations.
- To reach its recommendation, the Board will assess how the candidate fits with the candidate profile and the composition and skill set of the existing Board. It will also consider the candidates’ statements, any supporting statements from proposers or seconders, conversations held with the candidates and any other available information regarding their suitability as a director of Nominet.
- The reason or reasons for the recommendation will be given. The Board will not comment on candidates that are not recommended.
- If all candidates meet the criteria equally well, the Board may issue a neutral or ‘no preference’ recommendation.
- Regardless of the Board’s recommendation, members are entirely free to exercise their votes at their own discretion.
Election materials and communication
- In order to ensure conflicts of interest are declared in candidate statements, Nominet will run a formal check for directorships to ensure there are no omissions, and will request that any material relationships with Nominet are clearly articulated.
- Candidates’ statements, declarations of interest, and any statements from supporters, will be published in the voting pack.
- Nominet would only issue a disclaimer if we felt that the statement was not a fair representation of events, or was defamatory. We reserve the right not to publish a statement that we are advised is defamatory.
- The Board’s recommendation would be specified in the covering letter of the voting papers.
- An outgoing contact telephone campaign to members will take place to raise awareness of the fact of the AGM and elections only, and will be conducted by a third party contractor. Calls will not be used to canvass for recommended candidates and the Board’s recommendation will be given only if asked.
- This year, we will be sending voting papers and our annual report electronically to those who have opted in to electronic communications and will encourage those not already signed up to do so.
Member Voting Rights
In advance of our Annual General Meeting, the register of members was closed and the voting rights calculated at noon on 25 March 2015 under the voting rights policy.
Please note that the cap on the voting power of larger members is only applied once all votes are cast. Because we cannot tell in advance who will vote this list only shows uncapped vote allocations, not actual voting power on the day.
If you are aware of any members on this list who should be linked but appear not to be, please let us know via email@example.com.
The new voting rights are available to download as a pdf file. They have been audited by Popularis Ltd, our elections scrutineer.
If you have a query or complaint related to the 2015 Nominet Non-Executive Director Elections, please send it to the Head of Governance and the Company Secretary, in their role as the Elections Convener.
Please email your complaint to firstname.lastname@example.org, remembering to include the following information:
- Your name and contact details
- A clear description of your concern or complaint
- What steps you’d like us to take to resolve the issue
- Please write ‘complaint’ clearly in the subject line of your email.
You can also make your complaint in writing, and post it to:
Edmund Halley Road
Oxford Science Park
The Elections Convener will acknowledge your complaint as soon as they receive it, and try to respond to it within 5 working days. If this isn’t possible, they’ll let you know within this time when you can expect a response.
The Elections Convener will review the information you provided to decide how to respond – and whether there’s a need to involve Popularis Ltd. (our independent scrutineer), or colleagues from other parts of the company, to investigate it. We’ll keep your complaint on file, as this helps us monitor the number and types of complaints we receive.
About Popularis Ltd
We used Popularis Ltd. as the independent scrutineer for the 2015 AGM and elections. Popularis Ltd. specialises in the management of ballots and elections, and is registered in the UK. Their website is: http://popularis.org
Download board election reports from previous years.