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Jim Davies has finally resigned
19/01/09
Jim Davies - Resign!
an open message to Mr Jim Davies, elected Non-Executive Board Member of Nominet UK
It has now become clear that Jim Davies has no intention of signing the various undertakings or the non-executive service agreement in its current form. He has said in a mail to nom-steer:
"I am not refusing to sign a contract - but I am not prepared to sign un-amended the contract provided by Nominet. It is not a standard contract. I am proposing only two amendments, which bring the contract more into line with a standard non-executive director's contract. Both suggestions have been rejected."
No other non-executive director refused to sign the service agreement (contract) in question and Jim Davies has not stated what amendments he is proposing.
Since I first published my open call for Jim Davies to sign or resign there have been several developments.
- Jim Davies has called for Bob Gilbert (Chair) and Lesley Cowley (CEO) to resign
- 8 ex-non-execs have written a letter of support to Bob Gilbert and Lesley Cowley
- 2 current non-execs have written a letter of support to Bob Gilbert and Lesley Cowley
- Angus Hanton has resigned as a non-executive director and called for the positions of Bob Gilbert and Lesley Cowley to be put to a vote of the membership
- Andrew Bennett has announced his intention to call an EGM and a Vote of No Confidence in the Board
- Nominet has announced that it will commence legal proceedings against Jim Davies
- David Hendon of BERR has given a speech to attendees at the Nominet Registrar's Day giving a Government Perspective
- A letter addressed to all .uk stakeholders has been sent jointly from the registries for Australia, Canada, France, the Netherlands, Norway and ".org"
- There have been several press articles both online and in a broadsheet
Whatever the rights and wrongs of the various disputed issues it seems clear to me that the continued presence of Jim Davies on the Board of Nominet is harming Nominet both internally and externally, nationally and internationally.
I am assuming that Jim Davies stood for election to the Board in order to serve the membership of Nominet and the wider stakeholder community. As his continued presence on the Board is in danger of harming both those constituencies I call on Jim Davies to resign.
My open letter to Jim Davies of 29th October 2008:
29th October 2008 Dear Mr Jim Davies, it is my considered opinion that your continued presence as an elected non-executive Board member of Nominet UK has become untenable unless you sign both the standard non-executive Director contract and the recently requested undertakings that you will not breach your duties in the future. You were elected in May 2008 and I am finding it hard to understand why you have failed to sign a perfectly simple and standard contract nearly six months after your election. Maybe you could enlighten me? The Board of Nominet UK has issued a statement today that clearly states that they have upheld complaints against you on three seperate occasions. As both a member of Nominet UK, and an end user stakeholder in the .uk domain arena, I am very concerned. I ask that you either sign the contract and undertakings that you have been requested to sign or that you resign your position as an elected non-executive Board member of Nominet UK. In my personal opinion if the complaints raised against you are true then I consider that you are bringing the good name of Nominet into disrepute and that is not something that I am prepared to see happen without a protest. And I will protest! I encourage you to put forward your side of the story. Hazel
Pegg |
The following statement was issued by Nominet UK today, 29th October 2008 (my emphasis):
"Following a formal complaint against one of Nominet’s non-executive Directors, Jim Davies, which was upheld in August 2008, the Board was disappointed to receive two more formal complaints concerning Jim Davies (who withdrew from all discussions and decisions about the complaints). The first complaint was by one of our largest member/registrars, which alleged that Jim Davies had a conflict of interest and had brought the Nominet Board and company into disrepute by acting as a solicitor against them on behalf of another large member/registrar. In investigating the complaint, it emerged that Jim Davies had failed to disclose specifically – either to the Board, or to the membership prior to his election - that he had been on a retainer with the second largest member/registrar since March 2008. Jim Davies stated that all relevant disclosures had been made. The Board upheld the complaint. Angus Hanton abstained from this decision. The second complaint was from a litigant in a domain name dispute, which alleged that Jim Davies had an interest in a contract between Nominet and a third party, and that he was in breach of his fiduciary duties to the company. In investigating this complaint, it emerged that Jim Davies had personally given a statement to the Court indicating that Nominet was in breach of contract or other duties to the third party. Jim Davies stated that all relevant disclosures had been made. The Board upheld the complaint. Angus Hanton abstained from this decision.
http://www.nominet.org.uk/digitalAssets/31964_BoardCommunique-October2008.pdf |
The Board of Nominet UK also issued
a Nom-Announce today, 29th October 2008, that included a link to a letter
received from the BERR.
I quote a part of the text from the Nom-Announce below.
"In response to a letter from the Department for Business Enterprise and Regulatory Reform (BERR), we are announcing an independent review of our current corporate governance structure, to be benchmarked against established best practice corporate governance standards. This review is a result of continued concerns, raised again at our AGM in May 2008, that the organisation has the right balance of skills and experience on its board, free from any conflicts that may interfere with the exercise of independent judgement and united in its commitment to act in the best interests of the company and its stakeholders. These concerns have most recently been expressed by BERR in discussions with us. In particular, BERR has written to us and, whilst praising the work we have performed to date, it has asked specific questions regarding best practice corporate governance relating to our constitution and board structure and the promotion and protection of wider stakeholder interests. Our concerns have further increased following a series of governance issues that have been brought to the board's attention. These issues, which include conflicts of interest, demand immediate and proactive action. We will publish the recommendations of the corporate governance review, once completed, for consideration by the board and our membership." |