It looks to me like Nominet directors paid off Russell Haworth at a cost of £300,000 of company money, so that they could use his departure to try to buy off the threat to their jobs. If that’s right, at a minimum that would be a gross breach of directors duty.
I’ve been trying to piece together what we already know about the events surrounding Russell Haworth’s sudden departure from Nominet the day before the EGM. These are the facts that we know.
19 March 2021 – Three days before the EGM, Nominet Directors Rob Binns and Stephen Page (on behalf of the board) signed a secret side letter with CEO Russell Haworth. They gave up the company’s right to immedeately remove Haworth at no cost if the EGM motion passed.
21 March 2021 – Nominet announced the resignation by consent of Russell Haworth, the day before the EGM. We later learned from the accounts that Haworth received a £300,000 payoff.
22 March 2021 – Mark Wood, Nominet Chair and one of the directors facing removal at the EGM, called Simon Blackler, founder of PublicBenefit.uk and proposer of the EGM motion. Wood pleaded with Blackler to withdraw the EGM motion, telling him that the removal of Haworth showed that he had won the argument and that Nominet was going to change direction towards the PublicBenefit.uk program. That would save the jobs of the four directors facing the chop at the EGM. Blackler quite rightly rejects Wood’s proposal.
Later that day, the EGM motion passed and the four remaining directors, including Wood, were removed from office.
11 November 2021 – when presented with the secret letter, current Nominet Chair Andy Green says that all dealings related to Haworth’s departure were handled by directors not facing removal at the EGM. Mark Wood’s call to Simon Blackler proves that that is not true.
The only difference between Haworth leaving before the EGM or after was that the directors could use his departure to try to buy off Blackler and so avoid being removed from the board and losing their jobs. The cost of that was the £300,000 of company money they had to spend to get him to go before the EGM. He could have been removed for free the next day.
We don’t have the whole puzzle, but we do have a number of the key pieces to the jigsaw now. What’s clear already is that there are so many potential conflicts of interests and breaches of duty here it’s impossible to list them all.
What we need is an immedeate independent inquiry, with the power to go wherever it needs to go to find out the truth and to deal with whoever may have abused their office.
The question is, what is the new Nominet board going to do about it?