Nominet glosses over call for management change

Despite losing half of the board in membership vote a week ago

Nominet, which regulates .uk domain names, appears to be ignoring members' calls for a complete overhaul to the management structure - despite losing its chairman, CEO, and three board members in an extraordinary general meeting (EGM) earlier this month.

Following the EGM, Nominet members were expecting the remaining six board members to announce the appointment of two caretaker directors to take over as chair and vice-chair. However, the existing board refused to appoint the proposed directors and instead added two internal staffers - CIO Adam Leach and company secretary Rory Kelly - to the board.

In a three-page letter [pdf] to Nominet members, acting chairman Rob Binns said that the board appointed Leach and Kelly to 'maintain an executive presence, ensure the Board keeps a strong connection with staff, and provide sufficient capacity for committee activities'.

Controversially, the board has also named former MD Eleanor Bradley as interim CEO following Russell Haworth's resignation.

The decision came despite members having voted Haworth and Bradley, as well as CFO Ben Hill, off the board just a week earlier.

Binns wrote, 'Ellie runs Nominet's registry operation and has a huge depth of knowledge about the industry. We have asked her to ensure Nominet maintains operational stability for members. Given the absolute confidence she enjoys among staff and her deep operational knowledge, we are confident this move is the best way to do so. In keeping with last week's vote, she will not take up a Board seat.'

Nominet's board members have been under fire for several months for their decisions, which several members described as "complete mismanagement." They complained that despite a more than 50 per cent increase in the price of .uk domains, Nominet's operating profits had declined 38 per cent. The company's charitable donations had also fallen from £5.4 million in 2016 to £1.9 million in 2020.

At the same time, directors' salaries have risen by 66 per cent since 2015.

The Public Benefit campaign, which forced the membership vote, blamed the management for a business strategy that was focused only on profit, despite Nominet being a not-for-profit company.

In an effort to win votes, the Nominet leadership outlined a series of reform proposals including a freeze in director pay and domain prices for two years; putting more money toward charitable causes; investing more in the .uk registry; and creating a new communications channel for members.

Then-chair Mark Wood also warned members that a vote to remove him and other board members would trigger government intervention.

Those efforts were simply not enough to placate angry members. Nominet announced last week that 53 per cent of the members who voted supported the motion to dismiss five board members.

Among those to lose their positions were chair Mark Wood, CEO Russell Haworth, CFO Ben Hill, registry managing director Eleanor Bradley and non-exec director Jane Tozer.

"I find it sad that we ' ve got to this point," Wood said in his opening remarks at the EGM, before acknowledging that the board was mainly responsible for the confrontation.

Binns said that in the short term, the board would focus on "stability and continuity of service, while engaging our members and agreeing a future path".

In his letter to Nominet members, Binns promised that the board would be "as open and candid as we can," acknowledging that "we must show we are following through on our commitments, listening to your concerns, and, of course, acting in the best interests of the company to deliver on our obligations to the public".

Binns stated that the 7-point plan, which was announced prior to EGM, "falls short of member expectations in certain key areas".

"We will seek further input from members and will take additional steps," he added.