Dear Cheryl, dear DotAsia members, Earlier today, Cheryl Langdon-Orr (Chair of the Election Committee) shared the Committee’s Report into the 2023 DotAsia Board elections, held in February this year. The DotAsia Board had a scheduled meeting starting at 06:00 UTC, and took a first reading of the Report’s findings and recommendations. I want to thank the Election Committee and its advisors for their thorough investigation. While this work has taken some time, I am pleased to see the Report circulated to members. Please take the time to read it. The DotAsia community is well served by the Election Committee, and I hope members will join me in thanking them for seeing this task through. As a Board our next task is to carefully read and reflect on the Report and all the detail it contains, and then act on it. I want to make just two initial observations - and reserve the right to make more comments to you as we work through the detail. I then share some details about what happens next. First: I am very pleased that the Report finds there was no merit to the various claims about the election process and the administration of the election. It is clear that the individual complaints were without merit, and that the Election Committee, the third party election provider and administrator, and DotAsia staff have all been found to have behaved appropriately throughout the election process. This is a welcome set of findings, and reassures the Board that the electoral process is robust. Second: I acknowledge the findings of the Election Committee about the .AM membership situation and its impact on the election. The consequence is the recommendation for a by-election for the four Directors who were elected by Sponsor members in February 2023. The Committee has recommended, in light of uncertainty about .AM’s membership status at the time of the election, that none of the four Directors elected by the Sponsor Members in February (Nicole Chen, Joel Disini, Maureen Hilyard and me) should be considered to have been duly appointed. The advice is that DotAsia should treat those positions as vacant. The integrity of the election system is paramount. Accordingly, I expect that the Board will accept this advice, and that a by-election process to elect four Directors will start in the next few days. What happens next? The Board will take two days to read the Report thoroughly, and meet again at 07:00 UTC on Friday 3 November. The meeting will consult DotAsia’s lawyers to confirm the vacancy in the four affected Director positions and confirm how the Board will function with only four remaining Directors. The Board meeting will also determine the start date for the by-election process. We will send you a brief update after Friday’s meeting on key decisions and next steps. I also expect that the Board will issue a statement to you with a more detailed response to the Election Committee Report’s findings and its implications. This is likely to be published as a Special Advisory on the DotAsia website sometime next week. Who will lead the Board? Following our next meeting on Friday 3 November, assuming the vacancies are confirmed and the by-election is called, I will leave the Board along with the other directors elected by Sponsor Members in February. DotAsia’s Board Governance Framework <https://www.dot.asia/BGC-001/> specifies the alternate Chair for the interim should be one of the Committee Chairs, and past precedent has been that the Board Governance Committee Chair will take this role. Satish Babu is chair of that Committee, and Satish has agreed to serve as interim Chair of the Board. My sincere thanks to Satish for taking on this responsibility. Satish will work with the remaining Directors (Akinori Maemura, Alireza Saleh and Edmon Chung) to lead the company through the by-election process. Given the circumstances, the Board is from right now operating in a caretaker mode. It will do so throughout the by-election period. All other significant matters - including the proposals to strengthen DotAsia’s governance - will be put on hold until the by-election is complete and the four Directors are seated. How will the by-election work? The by-election will have to take place under the existing Board Election Procedures 2023 (posted at https://www.dot.asia/board-elections-2023/). As mentioned above, you can expect to hear more about the by-election timeframe on Monday (6 November). When can members discuss the Election Committee’s report and findings? A General Meeting will be called to coincide with the announcement of the by-election results. The date and time will be confirmed when the election timeline is shared. This meeting will be an open opportunity for members to talk about the Report and its findings, and share their thoughts about the implications for DotAsia.
From me, a big thank you
Thank you to you all for your patience as we have worked through the complaints made about this year’s Board election. Thank you also to the many members who have offered me support and insight, and shared ideas and challenges with me as I have chaired the DotAsia Board this past six months. I have worked hard to support Edmon and the DotAsia team, and to work with the Board to steer the company towards a clearer strategic direction and a stronger governance framework. I am especially pleased with the work we have done to propose changes for you as members to consider, that would strengthen DotAsia’s governance. Assuming it goes ahead, I will seek your support in the by-election, to return to the Board and carry on that work. I give my best wishes to the remaining Board members and the DotAsia staff as they carry on with their work. Thank you, Jordan Carter (outgoing) Board Chair On Wed, 1 Nov 2023 at 18:42, Election Committee via Announce < announce@dot.asia> wrote:
Please find attached the detailed Report regarding the matters raised and claims made regarding the processes and conduct of the 2023 dotAsia Board Election.
It is particularly important that you take the time to not only read the main report and note the outcomes listed on pages 6 and 7, but that you also review the carefully detailed third party reviewing and advice contributed by legal counsel taken on these matters both in general and specific to Hong Kong Companies' Ordinance.
Whilst it is not the intention to relitigate any of these matters, please feel free to address any clarifying questions by email to electioncommittee@board.dot.asia <electioncommittee@board.dot.asia> as listed on the cover page of the attached PDF Binder.
Please also be advised that I have transmitted a copy of this same report to the dotAsia Board List; c.c. Board Secretariat a little less than 30 minutes ago by way of both courtesy to the Board and as notice to the 'Affected Directors' in the Sponsor class of Membership.
Regards
Cheryl Langdon-Orr Chair of the 2023 Elections Committee (Author of the Report) _______________________________________________ Announce mailing list Announce@dot.asia https://mailman.dot.asia/mailman/listinfo/announce