Update from the Board on proposed resolution

15th February 2021

Mark Wood

Mark Wood
Chair (until March 2021)

Dear Nominet member,

As you know, a number of members, led by Simon Blackler at Krystal, have asked us to call an Extraordinary General Meeting to debate two proposed resolutions. I hope you’ll have seen the Board’s initial response last week.

Today, I wrote to Simon on behalf of the Board, and you can read that letter here.

Nominet will soon respond formally to the EGM request and confirm that the first of the two resolutions can be put to members for a vote.

However, we have unequivocal advice that the second resolution, seeking to designate Sir Michael Lyons and Axel Pawlik as Directors is invalid and cannot be put before members. We have reviewed this carefully with our legal advisors, and independent counsel, who have all advised us that this is the case. This is because Members may appoint directors only through the elections process specified by our constitution, articles and bylaws, and the maximum number of member-elected Board seats are already filled.

In light of this, we are even more concerned about the potential impact of the proposal to remove five appointed directors, including the entire executive team plus two appointed directors, including the Chair. Doing so would have a critical destabilising impact, leaving the company leaderless and facing a potential exodus of the highly-skilled staff we depend on to maintain the complex registry service we provide.

Every single member of the Board is committed to addressing members’ concerns, and to securing Nominet’s future. We announced last week concrete steps to address some of the concerns that members have raised, and will continue to elaborate on those in the coming days. We are eager to continue listening to and engaging with members.

In the meantime, the Board is unanimous in its view that Simon’s proposed resolution should be rejected.

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