Changes to Nominet Board Composition

Until the 2021 EGM the Nominet Board had comprised of up to 4 Elected Non Executive Directors, up to 4 appointed Appointed Non Executive Directors including the Chairperson (increased from 3 in 2017) and up to 4 Executive Directors. It seems time for this to be revised and updated.

The company doesn't require so many Executive Directors permanently sat on the Board given its size. It would be perfectly feasable for it to have just 2 Executive Directors, which would likely be the CEO and probably a CFO/Director of Finance, with the remainder of the senior executive reporting to the Board during meetings where necessary.

The Board needs to transition to a traditional all appointed one, removing the requirement for annual elections of Non Executive Directors. Instead Nominet members would be able to suggest candidates that would be added to a slate for consideration but ultimately it would be a Board decision to appoint candidates based on the skillset required.

At first I would like to see the Board composition modified as follows:

• Increase the Elected Non Executive Members from 4 seats to 5 seats.
• Decrease the Executive Members from 4 seats to 2 seats.
• Maintain the Appointed Non Executive Director seats at 4 including the Chairperson.

Afterwhich, transitioning the Board to all appointed members would require a renaming of the two Non Executive Director categories as follows:

• Appointed Non Executive Directors coming from the domain name industry (5 seats).
• Appointed Non Executive Directors coming from outside the domain name industry (4 seats including Chairperson).

No more elections means no risk of unskilled candidates being elected by a membership that may not be in possession of all the facts. Unlike appointed board members, elected candidates do not go through a rigorous interview to check and validate their skillsets and abilities.

No more elections removes uncertainty about ensuring the appropriate skillset is attained by the Board as needed at the time appointments need to be made.

No more elections can also mean a more appropriate and fairer representation of different types of Registrar Provider industry perspectives.

An appointed Board of 5 Non Executive Directors from the domain name industry would comprise of:

• 2 seats fairly representative of the larger Retail Registrar Providers (top 30). These registrar providers manage the vast majority of the .uk namespace.
• 1 seat fairly representative of secondary market Registrar Providers. Secondary market activities help promote an understanding of value in the namespace.
• 2 seats from midsized Registrar Providers and help stagger Board member departure so the Board doesn't see an exordiss of skill all at once.

Appointed Directors from outside the domain name industry, including the Chairperson, would remain as they currently are. They provide much needed experience for running committes that most Elected Non Executive Directors have no experience of. They also provide their contacts and connections to other important stakeholders.