LINX considers the article about us in The Register today to be highly misleading. Duncan Campbell, long known as a journalist specialising in stories about surveillance and the secret state, has turned a routine story about a review of LINX’s internal governance into something quite different.
On Tuesday 21st February, at LINX96, LINX members will be asked to consider, and if thought fit approve, changes to LINX’s constitution, known as the Articles of Association. This comes about as a result of a process first announced to the membership in August 2016.
We published details of our proposals in a
, at LINX 95. This paper includes details of all the key changes that have been proposed, as well as the reasoning and the key principles that guided their development. We have been consulting the members since then, and having listened to the feedback LINX’s Board decided to go ahead at the next member meeting. We therefore published the legal instruments to implement those proposals on 27th January, and additional explanatory material on 8th February.
Contrary to the statement in the Register article
“At the meeting, members will be asked to approve a new “gag clause”, banning directors they appoint from asking members to agree or approve technical or security changes to enable or support surveillance.”
nothing in the proposals bans directors from asking members anything. There is no basis in fact for this claim.
The articles we have put forward for member consideration do include a clause intended to prevent a minority of the Board from forcing the company to break the law, by empowering the Chair to stop that minority from blocking a legally necessary Board decision. From this general protection Duncan Campbell has produced his headline “UK Snoopers’ Charter gagging order drafted for London Internet Exchange directors”.
In the unlikely event LINX were ever instructed under the Investigatory Powers Act (a.k.a. the “Snoopers’ Charter”) to intercept traffic, that would likely come with a gag order – not because of anything in our Articles, but because gag orders are a part of that law, just like they are a part of similar laws in most countries.
Under our current proposals, we recommend creating a special new ability for elected directors to veto a decision by a majority of the Board. This is intended to further protect membership control of LINX. We do propose constraining this new power, so that it cannot be used to force the company to break the law without majority support on the Board. This has nothing in particular to do with gag orders under the Investigatory Powers Act; it is equally applicable to any law.
In our view, to make the controversial issue of government surveillance powers the focus of a story that is really about an ordinary corporate governance review is in our view quite misleading as to the nature and effect of our proposals. LINX is a committed membership organisation, and our members will be the ones that decide whether to change our Articles. It is a shame that a provision intended to reinforce the membership’s control of the company as its governance evolves has been so misrepresented.