Company Resolutions

20th September 2023

Andy Green CBE headshot

Andy Green, CBE
Chair, Nominet

Dear fellow members,

This year, we have four resolutions for Members to consider at the AGM on October 17th

Updating our Articles – Special Resolution

Last year I committed to a review of Nominet’s Articles of Association, which were first created in 1996.

Following a recent consultation, we are putting forward an updated version of the Articles that now reflect current practice, terminology and legislation.

The proposed Articles include an important new commitment for the company to inform Members of any plans that represent a significant departure from our established business activities. Nominet is proud of the role we play running and securing important internet infrastructure, and we are focused on doing it well.  Our Members and stakeholders do not want us to be distracted from that important work. The addition of article 2 creates an important constitutional safeguard to ensure Nominet remains aligned with its Members in future.

Members now have the opportunity to decide whether to adopt them.

In response to consultation feedback, we have now set a very high bar for this vote. It will require 90% support to pass, and we will set the voting cap at 3% of votes cast. Your Board are aware that this supermajority is very hard to achieve.  However, it will ensure that any changes to our Articles command the overwhelming support of Members.

If the resolution passes, we will have modernised our constitution and created a stable platform for the future, with an important new safeguard to ensure the Board and Members remain aligned.

If we cannot secure the 90% required, we can of course carry on with the current Articles. While not a disaster, I would consider this a missed opportunity, not least to tackle the ambiguities that stem from a gap between the Articles originally drafted in 1996 and our current practice, which have led to a time-consuming and distracting legal challenge.

The current Board would in any event stick to the spirit of the new commitment to Members (article 2), but over time that protection for the future stability of Nominet could not be guaranteed.

The remaining resolutions require a simple majority to be adopted. Alongside a vote to receive the Annual Report, these are:

Director re-appointment. Members will also be asked to vote on the re-appointment of Patsy Wilkinson, who joined your Board as an independent director last October.  Patsy brings a wealth of experience in both public service and security to our Board discussions, and has been part of a Board working group on the Articles modernisation programme.

New auditors. After a thorough selection process, we have selected Haysmacintyre as our new auditors.  If approved by Members, they will be in place at the end of the AGM.

We also have three candidates standing in the election for a member elected director. I look forward to welcoming the successful candidate to the Board in October.

Member participation is key to our success as an organisation, so I hope you can take part.