And Why Did Nominet Give Up Its Biggest Weapon In the Negotiations With Him?
The short answer is Nominet’s then board needed Haworth gone before the EGM, so that they could use his departure to try to cancel the EGM or otherwise influence the outcome.
That included Mark Wood quite brazenly trying to stop the EGM happening at all, using Haworth’s departure to try to persuade Simon Blackler that the EGM was no longer needed. He did that in a phone call he made on the morning of the EGM.
Wood made a phone call to Simon, pleading with him to remove his motion. In that call, Wood said that Haworth leaving was a sign that Public Benefit had won the argument, so the EGM was no longer needed. That would have saved the other four directors from the ignominy of being removed from office. That’s in the individuals’ interests.
Wood was one of the directors facing removal. Nominet claimed on its Twitter feed “non conflicted directors sought independent legal advice on a number of matters.”
Andy Green said in an email to me that “matters related to Mr Haworth’s contractual arrangements and termination arrangements were all dealt with by non-conflicted directors” appears to be false.
Let me be clear, I don’t think any of the Nominet board were free from conflicts of interests by this time. They all backed the No vote unanimously and so were tied to one outcome.
But the claims that everything was dealt with by those not facing removal is blown up by this 30 minute phone call from Wood, where he takes ownership of Haworth’s resignation as part of a strategy he sets out in his plea to stop the EGM.
Wood would directly benefit personally from such an outcome. It’s the most obvious of conflicts of interest. He was the one driving this, he was the one making the call on behalf of the board.
I applaud Simon Blackler for calmly rejecting this shabby attempt to undermine the proper corporate governance process that was already in motion. His response was measured but firm. Simon is the sort of person Nominet needs on the board.
Let’s be clear, Wood and the other board members needed Haworth gone before the EGM for this self preservation strategy to be used. It cost Nominet around £300,000. They gave up the clear contractual right to remove him (and the other executive directors) at no cost after the EGM. How was that in the company’s best interests?
It was in the board members personal interests. In my view, it was not in Nominet’s interests. I think the whole board were in clear breach of duty as directors. They used company money to try to protect the positions of the remaining directors and to promote the outcome of the EGM they wanted. It also involved trying to hijack a legitimate exercise of members rights on the morning of the EGM.
Andy Green and Eva Lindqvist should act swiftly to remove all of the other non-executive directors before the AGM; and then use the AGM to have four elected directors appointed.
[Declaration of interest – I am a candidate in that board election.]