Nominet/Governance review 2016

Remit

• To assess Nominet’s current position as regards its operating model and governance arrangements. In the first instance by interviewing board members and a selection of key stakeholders determined by Nominet and any others felt by mutual agreement to be relevant as the project progresses.
• In the light of the evidence gathered, and your assessment of the regulatory environment in which Nominet operates, to determine whether or not the current model, structure and organisation is ‘fit for purpose’ in terms of meeting stakeholder expectations and the challenges of the future.
• To advise the board of the risks (regulatory or otherwise) which Nominet faces in its current operating model and whether in your judgement there would be advantages to changing the current operating model and, if so, the risks and challenges of making such changes.

Recomendations from the Governance Review

Recomendations to Nominet from the Lyons Governance Review

Number	Recommendation	Type
1	The Nominet board need to extend efforts to effectively engage with the membership. A key part of this is the development of a strong, clear narrative for the membership about the company’s future.	Action
2	Nominet should define and agree its public purposes.	Action
3	Consider the introduction of a competitive impact test as regards the introduction of new products and services, particularly focused on the impact upon members.	Consider
4	The company should discuss with its membership the most appropriate channels for future communication between the board and the membership.	Consult
5	Nominet should reconsider the link between membership and discounted domain registration fees.	Consult
6	The company should strengthen relationships with other stakeholders, including a wide a range of voices representing different end users and organisations interested in the future development of the internet and digital economy. The results of this dialogue should be shared with members.	Action
7	Nominet should clarify its own view of its regulatory responsibilities and ensure this is carefully and consistently reflected in all future public statements.	Action
8	Nominet should establish separate, more open, arrangements for consultation and dialogue with Government and finds ways of reporting conclusions emerging from those discussions to the membership	Action
9	Nominet should continue to play an active part in national and international debate about the future of the internet and especially any steps to bring new regulation	Action
10	Nominet should review the structure of the board’s working parties and sub-committees with a view to reducing its complexity.	Action
11	The board may wish to consider whether any immediate steps would help to further demonstrate its commitment to the protection and enhancement of the ccTLD registry function and to ring-fence the financial risks involved in diversification.	Consider
12	Nominet should define board positions in terms of the skills needed.	Action
13	The board should consider stepping back from being so closely involved in issuing advice on preferred candidates but should, instead, be clear about the characteristics and skills that it needs for the future of the company and invite all candidates to indicate how they measure up against those skills.	Consider
14	The Board should not now seek to make changes to the current pattern of non-executive directors but instead strengthen the skills around the table for sub-committees and subsidiary companies.	Action
15	The Board should consider the addition of an executive finance director to the main board.	Consider
16	The Board should actively plan board succession in order that the term of office of board members does not have to be extended.	Action
17	Nominet should adopt the key principle of “comply or explain” as regards the UK Corporate Governance Code.	Action
18	Nominet should make public the KPIs by which it holds the executive to account reflecting at the minimum registry costs and progress with diversification.	Action
19	The Board should consider the current balance of executive representation on the board.	Consider