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The voting papers for our non-executive director election, together with a letter from our Chairman (pdf) have been posted or emailed to members.
In the light of ongoing Government and stakeholder scrutiny and to retain confidence, a high degree of Board continuity is desirable. On the basis that both Sebastien Lahtinen and Clive Grace are eligible and willing to stand for reappointment, the elections committee of the Board, comprising the three remaining members of the Board who are not participating in the election, has recommended them both for re-appointment.
There are three director positions to be filled. Of the remaining nominations, having carefully considered the needs of the company and noting that several candidates would bring strengths and experience to the Board, the elections committee recommends to those members seeking further guidance that they vote for Jonathan Robinson.
Clive Feather
Clive Grace
Subhi Hashwa
Sebastien Lahtinen
Nora Nanayakkara
Jonathan Robinson
Neil Stanley
Graeme Wingate
The election booklet along with details explaining how to vote is available to download here as pdf.
An independent election management company, Popularis, conducts the elections by secret ballot using the Single Transferable Voting system. Every member is allocated one vote at the time they join Nominet and weighted voting rights are applied to the Board elections, calculated on the basis of the number of domain names registered or renewed during the previous financial year, and subject to a cap as defined here: Voting policy
You can download the voting allocations as a pdf file. If you are linked with any other member, please inform us as soon as possible.
An option for evoting will also be sent electronically for those who have consented to electronic and web communications.
Votes received after that time will not be included in the count.
You may only cast your votes by using the Internet system OR by post. Please do not use both systems or ALL your votes will be disregarded.
If you do not receive your original elections page or have any questions about the election please email elections@nominet.org.uk
Members will also be able to submit their voting forms in person at the Annual General Meeting, 8 July 2009, at the Hilton London Kensington, 179-199 Holland Park Avenue, London W11 4UL.
Corporate members need to complete and return their green proxy form to Popularis or appoint a proxy online at:
http://www.votepopularis.com/nominet to be received before 10.00am on 6 July 2009.
Corporate members who do not appoint a proxy will not be able to attend the AGM or cast votes for or against resolutions unless they comply with corporate representation formalities. An original Board resolution should be sufficient evidence of appointment.
Your vote is important, so please use it.
The position is remunerated, and expenses are paid, both in accordance with existing rules and subject to the signing of the Nominet non-executive director contract, which is available for inspection on our web site. Board meetings are currently held every two months and take between half and one day each. In addition, non-executive directors serve on Board sub-committees, the Audit and Remuneration Committees. Directors are also expected to participate in strategy meetings and to join in other member events during the year. There is non-executive director representation on Nominet’s Policy Advisory Body, which can require up to one day’s work every two months.
Being a Board member of Nominet is a serious commitment, both in terms of time and the legal responsibilities you take on. Before standing for election you should think about this carefully. It is especially important that you consider any actual or potential conflicts of interest which you may have if elected as a Director of Nominet. The Company does not at present have the power to
approve conflicts of interest, and this will be a matter which will be brought to a General Meeting of the Company in due course for Members to consider. Until then (and dependent on the outcome), Board members will need not only to declare interests but also withdraw as appropriate from discussions and decisions where such interests arise.
All directors should bring a broad perspective to company and business matters. Non-executive directors are usually selected for their broad experience, independence, impartiality, personal qualities, and sometimes because they have relevant specialist knowledge or contacts with relevant stakeholders. Non-executive directors should be independent of the company's management, its customers, owners and staff, so that they can be objective in Board discussions, and provide supportive oversight of the executive management.
Non-executive directors' focus should be at the appropriate level. They should concern themselves with Board matters and not micro-manage.
Non-executive directors should be able to identify factors in the external environment, which will affect the company – they may have more of an external perspective than their executive counterparts. They may be more creative in strategic discussions, as they will typically be less constrained by their knowledge of the business than their executive counterparts.
Oversight
Non-executive directors monitor the performance of executive management in achieving the company’s vision and strategic objectives.
Networking
Non-executive directors can help the company by making connections with their own networks of contacts.
Audit
Directors must ensure that the company’s accounts are a true and fair reflection of its actions and financial performance, that appropriate internal controls are put into place and are monitored satisfactorily. This duty applies to all directors, whether or not they are part of a formal audit committee or have any financial qualifications or experience.
Declaration of interests
Nominet maintains a register of directors’ interests, which is reviewed by the company’s auditors annually. Directors will be expected to declare all interests, not only in the register, but also on an ongoing basis at Board meetings when and if a potential conflict arises.
For fuller information about the role of a non-executive director from the Institute of Directors and Companies House, please see:
http://www.iod.com/intershoproot/eCS/Store/en/pdfs/roleofnxds.pdf
http://www.companieshouse.co.uk/about/pdf/gba1.pdf
You will not be eligible to take up a position as a director of Nominet if:
Board election archive
In the light of ongoing Government and stakeholder scrutiny and to retain confidence, a high degree of Board continuity is desirable. On the basis that both Sebastien Lahtinen and Clive Grace are eligible and willing to stand for reappointment, the elections committee of the Board, comprising the three remaining members of the Board who are not participating in the election, has recommended them both for re-appointment.
There are three director positions to be filled. Of the remaining nominations, having carefully considered the needs of the company and noting that several candidates would bring strengths and experience to the Board, the elections committee recommends to those members seeking further guidance that they vote for Jonathan Robinson.
Candidate statements and CVs
The statements are as submitted by the candidates.Clive Feather
Clive Grace
Subhi Hashwa
Sebastien Lahtinen
Nora Nanayakkara
Jonathan Robinson
Neil Stanley
Graeme Wingate
The election booklet along with details explaining how to vote is available to download here as pdf.
An independent election management company, Popularis, conducts the elections by secret ballot using the Single Transferable Voting system. Every member is allocated one vote at the time they join Nominet and weighted voting rights are applied to the Board elections, calculated on the basis of the number of domain names registered or renewed during the previous financial year, and subject to a cap as defined here: Voting policy
You can download the voting allocations as a pdf file. If you are linked with any other member, please inform us as soon as possible.
An option for evoting will also be sent electronically for those who have consented to electronic and web communications.
Vote by Internet
- Go to www.votepopularis.com/nominet
- Click on the link for Non Executive Director Elections
- Log in using the Username and password sent to you for this election
- You must enter a name as authorised to vote in this election on behalf of your organisation
- Click in the box next to the name for your first preference and a 1 will be entered. Click in the box next to the name for your second preference and a 2 will be entered, and so on until your preferences have been cast. You do not have to use all 8 preferences.
- Click Submit
- Check your preferences are correct and click on confirm
Vote by post
- Cast your votes by entering a 1 in the box next to the name for your first preference, then enter a 2 in the box next to the name for your second preference and so on until your preferences have been cast. You do not have to use all 8 preferences.
- Place your ballot paper in the pre paid envelope provided and post to Popularis Ltd, Independent Scrutineer, 6 De Montfort Mews, Leicester LE1 7EU or bring it along to the AGM and hand it to the representative of Popularis Ltd.
Votes received after that time will not be included in the count.
You may only cast your votes by using the Internet system OR by post. Please do not use both systems or ALL your votes will be disregarded.
If you do not receive your original elections page or have any questions about the election please email elections@nominet.org.uk
Members will also be able to submit their voting forms in person at the Annual General Meeting, 8 July 2009, at the Hilton London Kensington, 179-199 Holland Park Avenue, London W11 4UL.
Nominet AGM 2009 Reminder
Please let us know if you are attending the AGM by registering here.Corporate members need to complete and return their green proxy form to Popularis or appoint a proxy online at:
http://www.votepopularis.com/nominet to be received before 10.00am on 6 July 2009.
Corporate members who do not appoint a proxy will not be able to attend the AGM or cast votes for or against resolutions unless they comply with corporate representation formalities. An original Board resolution should be sufficient evidence of appointment.
Your vote is important, so please use it.
Roles and responsibilities of a non-executive director of Nominet
Nominet’s Board is responsible for making strategic and policy decisions and for the oversight of the Company. The Board meets regularly to discuss strategic, policy and other issues.The position is remunerated, and expenses are paid, both in accordance with existing rules and subject to the signing of the Nominet non-executive director contract, which is available for inspection on our web site. Board meetings are currently held every two months and take between half and one day each. In addition, non-executive directors serve on Board sub-committees, the Audit and Remuneration Committees. Directors are also expected to participate in strategy meetings and to join in other member events during the year. There is non-executive director representation on Nominet’s Policy Advisory Body, which can require up to one day’s work every two months.
Being a Board member of Nominet is a serious commitment, both in terms of time and the legal responsibilities you take on. Before standing for election you should think about this carefully. It is especially important that you consider any actual or potential conflicts of interest which you may have if elected as a Director of Nominet. The Company does not at present have the power to
approve conflicts of interest, and this will be a matter which will be brought to a General Meeting of the Company in due course for Members to consider. Until then (and dependent on the outcome), Board members will need not only to declare interests but also withdraw as appropriate from discussions and decisions where such interests arise.
About non-executive directors
There is no legal distinction between executive and non-executive directors in the UK. They have the same legal obligations, responsibilities and potential liabilities.All directors should bring a broad perspective to company and business matters. Non-executive directors are usually selected for their broad experience, independence, impartiality, personal qualities, and sometimes because they have relevant specialist knowledge or contacts with relevant stakeholders. Non-executive directors should be independent of the company's management, its customers, owners and staff, so that they can be objective in Board discussions, and provide supportive oversight of the executive management.
Non-executive directors' focus should be at the appropriate level. They should concern themselves with Board matters and not micro-manage.
The key responsibilities of non-executive directors include:
Contribution to strategyNon-executive directors should be able to identify factors in the external environment, which will affect the company – they may have more of an external perspective than their executive counterparts. They may be more creative in strategic discussions, as they will typically be less constrained by their knowledge of the business than their executive counterparts.
Oversight
Non-executive directors monitor the performance of executive management in achieving the company’s vision and strategic objectives.
Networking
Non-executive directors can help the company by making connections with their own networks of contacts.
Audit
Directors must ensure that the company’s accounts are a true and fair reflection of its actions and financial performance, that appropriate internal controls are put into place and are monitored satisfactorily. This duty applies to all directors, whether or not they are part of a formal audit committee or have any financial qualifications or experience.
Declaration of interests
Nominet maintains a register of directors’ interests, which is reviewed by the company’s auditors annually. Directors will be expected to declare all interests, not only in the register, but also on an ongoing basis at Board meetings when and if a potential conflict arises.
For fuller information about the role of a non-executive director from the Institute of Directors and Companies House, please see:
http://www.iod.com/intershoproot/eCS/Store/en/pdfs/roleofnxds.pdf
http://www.companieshouse.co.uk/about/pdf/gba1.pdf
You will not be eligible to take up a position as a director of Nominet if:
- You have been disqualified as a director
- You are bankrupt or entering into an arrangement with creditors generally
- You are of unsound mind
- You have been convicted of an offence and sentenced to a term of imprisonment.
Dates of forthcoming Board meetings
If you are intending to stand as a candidate in the Board elections, you should be aware that 2009 Board meetings are currently planned for the following dates: 25 August, 20 October and 15 December 2009.Board election archive