Is Nominet's Chair Accurate About Resolution 2?
Today's article in The Register makes some interesting claims. It says that Nominet's Chair Mark Wood has made statements public regarding the Boards decision to exclude the second resolution from the EGM. I can't see the justification for those statements.
Most of this blog post is based on the accuracy of The Register's article and Kieran McCarthy's reporting. I have no reason to doubt him; I just want to put that caveat in place.
The Major Issue
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 membersChair Mark Wood
I've read the QC's opinion, and I can't see the place where it says that it cannot be put before members. It seems to suggest that Nominet don't need to put it before members (I'm happy to be corrected, I could have missed it). It is disputable that the 2nd resolution is invalid, but it is more worrying if the board is mistakenly propagating that legal advice says that they "Cannot" put it before members.
This is important because it seems to allow those facing removal to claim to members, or to Government, that there is no workable plan, this is of course not true. If there is no workable plan being put before members, it is because Nominet's Board are choosing to withhold that workable plan from members.
What Nominet's QC Wrote
18. Accordingly, in my view, resolution (2) is not a valid resolution for the purposes of section 303 of the CA 2006 and the Independent Committee is entitled to disregard it.Andrew Thornton QC
Clarification or Correction
"Entitled" does not in anyway mean "Cannot" and I think the point is serious enough that the Chairman Mark Wood has to come out and clarify this. It has implications for the rest of the board, the Government, the members, and the company's future.
Did Nominet's QC tell the board that they "cannot" put the second resolution to the members?