Advising PublicBenefit.UK on Nominet Membership Action

September 10, 2021

Our Corporate team have advised PublicBenefit.UK in its successful campaign to remove five directors from the board of Nominet and begin the process of restoring the membership’s faith in an organisation that was established with public benefit at its core.

Nominet was founded in 1996 as the exclusive registry operator for domain names ending in .UK and is the fourth largest country code Top Level Domain (ccTLD) operator in the world, with about 11 million domains under management.

Those familiar with the domain name industry will know that the relationship between Nominet’s board of directors and its membership has been fraught for many years. Supporters of the PublicBenefit.UK campaign objected to increased wholesale prices that ostensibly seemed to be funding increased director remuneration and expensive diversifications that they weren't consulted on. At the same time, public benefit donations tumbled during the same period, despite public benefit being Nominet’s defining purpose as framed by its constitution.

When Nominet’s former CEO shut down the members’ online forum with immediate effect during its AGM in September 2020, Simon Blackler, the CEO of Nominet member Krystal Hosting, decided enough was enough. He established PublicBenefit.UK to galvanise the membership into taking action to restore Nominet’s public mission and rebuild the trust of the membership.

Having scrutinised Nominet’s articles of association and bylaws in great detail, we advised PublicBenefit.UK on a legal strategy for requisitioning an extraordinary general meeting (EGM), with the objective of removing Nominet’s entire executive board, non-executive chairman and non-executive chair of the remuneration committee. The PublicBenefit.UK campaign’s website was used to collect votes in support of the resolution and to appoint Simon Blackler as a proxy to give the EGM the best chances of success.

The EGM took place on 22 March 2021, when the resolutions proposed by the PublicBenefit.UK campaign were successfully passed with 52.74% of the votes. The membership turnout was 53.5%, the highest in Nominet’s history. In Simon’s letter to Nominet after the vote, he noted that the vote was “undoubtedly a watershed moment in Nominet’s history and demonstrated the resolve of the membership to restore [Nominet’s] original purpose”.

Since the EGM, Nominet has appointed a new chair in former BT Openworld, BT Global Services and Logica CEO, Andy Green CBE, and Eva Lindqvist as non-executive chair of Nominet’s remuneration committee. Both appointments have been welcomed by PublicBenefit.UK, especially following the new chair’s recognition that “Nominet is a public benefit company, and that must be our North Star”. Nominet also held elections for a new Registry Advisory Council, with all six representatives having supported the PublicBenefit.UK campaign.

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