AGM

Nominet’s Annual General Meeting 2023 will take place on Tuesday 17th October. You can register to attend either virtually or in-person by completing the registration form.

The following business will be put to the meeting:

1. That the annual report and financial statements of the company for the financial year ended 31st March 2023 be received.
2. That Haysmacintyre LLP, Chartered Accountants and Statutory Auditor, 10 Queen Street Place, London, EC4R 1AG be appointed as the auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which audited accounts are laid, at a remuneration fixed by the directors.
3. That Patsy Wilkinson is re-appointed as an Appointed Director for a term of three years.

Special Resolution, requiring a 90% approval of the membership and to be calculated using the 3% cap of votes cast:

4. That the Company hereby adopts revised articles of association.

Members will elect one candidate, via secret ballot, to serve as Non-Executive Director until AGM 2026.

The candidates are:

• Thomas Rickert
• David Thornton
• Steve Wright

Further information including the candidates’ brochure and their video statements can be viewed in the Nominet Member Hub.

Voting is open and will close on Monday 16th October at Noon (BST). Results will be announced on Tuesday 17th October.

We are encouraging all Members to take part. The voting contact on your account has been sent an email from the independent scrutineer Civica Election Services (CES) regarding voting on the company resolutions put forward at the AGM, and the Non-Executive Director election.

The email will have come from [email protected] and contains links to the formal notice of the AGM.

If your voting contact has not received this email, please check your voting contact details are correct in Online Services. If not, please update them and contact our Member Engagement Team.

Candidacy

• 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 publicly available information (see https://www.gov.uk/company-director-disqualification ).
• Candidates are required to sign the non-executive director contract.
• Candidates are required to sign a Declaration of Good Character.
• All Nominet directors undertake security screening consistent with Nominet’s role in operating critical national infrastructure. Candidates are asked to complete screening before voting commences.
• Proposers and seconders must 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.

Board recommendation of candidates

• The Board reserves the right to make a recommendation should it feel that this is in the best interests of the company.

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 will 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.
• All voting papers will be issued electronically.

Please read Civica’s summary document explaining the principal rules of The Single Transferable Vote (STV) that apply to the Nominet NED elections.

The latest Voting Rights are available in the Member Hub.

If you have a query or complaint related to the Nominet Non-Executive Director Elections, please send it to the Company Secretary, in their role as the Elections Convener.

Please email your complaint to [email protected], 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
• ‘Complaint’ specified clearly in the subject line of your email.

You can also make your complaint by post to:

Minerva House
Edmund Halley Road
Oxford Science Park
OX4 4DQ
United Kingdom

NEXT STEPS

The Elections Convener will acknowledge your complaint as soon as received and aim to respond within five working days. If this isn’t possible, you’ll be contacted within this time as to when to 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 Civica (our independent scrutineer), or colleagues from other parts of the company, to investigate it. We’ll keep your complaint on file to help us monitor the number and types of complaints we receive.