Internet Watch Foundation

 

 

 

1.1 If our application to become a registered charity is successful we must maintain a full register of all our members.

 

1.2 The wider use of IWF’s CAI database makes it important that we clarify which companies are members of the IWF and therefore the terms under which they have access to the data.

 

 

2.1 The maturing UK Internet industry will continue to see mergers and takeovers and it is therefore necessary to clarify the membership position with regard to subsidiary companies.

 

 

3.1 IWF publish a list of members on their website in the Funding Council section.  At each Funding Council and Board meeting a membership spreadsheet is circulated and new members or any changes in membership are reported.  Subsidiary companies that trade under a separate name are not listed or reported as members.

 

3.2 Examples include, GlobalNet and Madasafish owned by Brightview and UK Online and Zoom owned by Easynet.  Under the present informal arrangements some Board members or staff members may be unaware of the membership of some subsidiary companies.

 

3.3 There is only one reference to subsidiary or partner companies within IWF constitutional or membership documents and this is within the Funding Council constitution and refers to voting rights at Funding Council as follows:

The reference above was in the context of Wanadoo UK and Orange, companies that are part of the same group but in quite distinct market sectors.

 

3.4 Board and Funding Council are rightly cautious about the suitability of some companies to be IWF members and the matter has been discussed at Board on two separate occasions.  The day to day responsibility and judgement about a company’s application to be an IWF member is delegated to the CEO, who will only refer the matter to Funding Council and Board if there is any uncertainty.

 

3.5 In discussions about membership thus far, all companies appear to have been quite open and honest about subsidiary companies which they will be including as IWF members.  A holding company’s size and therefore its level of subscription to the IWF may be significantly changed by including all the subsidiary companies for which they intend to claim membership of IWF.  IWF press releases about new members tend not to mention subsidiary ISPs that will also become new members as a result of the holding company joining.  Membership of Funding Council is determined through its own constitution and is restricted to Internet industry players.

 

3.6 Under the present arrangements it is possible that a member may acquire a subsidiary following their acceptance as an IWF member and that the subsidiary may be unsuitable for IWF membership.  It is not clear whether we are in a position to reject that extension of membership.

 

3.7 Thus far it has been assumed that subsidiary companies have access to the full range of benefits of IWF membership, including the CAI database.  It is important that holding companies take responsibility for ensuring that staff in subsidiary companies understand their obligations and the security issues associated with receiving IWF lists and advice.

 

3.8 When a company, which hosts online content becomes an IWF member, they agree to be bound by the Members’ Code of Practice.  Under our present arrangements we deal with senior staff in the holding company and, as with member benefits, the extent to which any separate staff at a subsidiary company are aware of their obligations under the Code of Practice, is considered a matter for the holding company.

 

3.9 Nothing in this paper presupposes that a virtual internet service provider buying downstream services would be included within the definition of a subsidiary company. So Tesco, who are a VISP associated with the Ntl network, would not qualify as a subsidiary of Ntl merely because of their business relationship with Ntl.

 

 

4.1 Although the present position has not caused serious issues, it may be worth considering some variations to procedures in order to minimise any difficulties and ensure we comply with the requirements of a registered charity. Board Executive Committee is invited to support and note the following recommended changes in procedures:

 

a)     On joining IWF, companies must declare all subsidiary companies that will claim IWF membership and therefore have access to the resulting benefits of membership;

 

b)     The membership master document will be annotated to ensure that all subsidiary companies included in membership are also shown and their membership reported to Funding Council and Board;

 

c)     The online list of members will include reference to subsidiary companies which will be claiming IWF membership;

 

d)     Any existing member that acquires a company which will continue to trade under a separate name and for which IWF membership will be claimed, must notify IWF CEO of the acquisition;

 

e)     The CEO will assess the acquisitions suitability for membership, consider whether this results in any change to the company’s membership subscription, report the changes to Funding Council and Board and publish the addition on the website and in the membership spreadsheet;

 

f)       IWF will continue to ensure that holding companies are clear that it is their obligation to ensure any staff within their subsidiary companies are made fully aware of their obligations under the legislation and the MoU, the Code of Practice, and member benefits such as newsgroup lists and the CAI database;

 

g)     Our press releases about new members will refer to any subsidiary companies that will be entitled to membership and the IWF Communications Co-ordinator will be made aware of any separate PR staff within the subsidiary companies;

53.—(1)  In this Part—

"address" means—

(a)  in relation to an individual, his usual residential or business address, and

 

(b)  in relation to a firm, its registered or principal office in Great Britain;

"company" means any company or other body to which section 384 of the [1985 c. 6.] Companies Act 1985 (duty to appoint auditors) applies;

"director", in relation to a body corporate, includes any person occupying in relation to it the position of a director (by whatever name called) and any person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of the body are accustomed to act;

"enactment" includes an enactment contained in subordinate legislation within the meaning of the [1978 c. 30.] Interpretation Act 1978;

"firm" means a body corporate or a partnership;

"group", in relation to a body corporate, means the body corporate, any other body corporate which is its holding company or subsidiary and any other body corporate which is a subsidiary of that holding company; and

"holding company" and "subsidiary" have the meaning given by section 736 of the [1985 c. 6.] Companies Act 1985;

"parent undertaking" and "subsidiary undertaking" have the same meaning as in Part VII of the [1985 c. 6.] Companies Act 1985.

    (2)  For the purposes of this Part a body shall be regarded as ``established in the United Kingdom'' if and only if—

(a)  it is incorporated or formed under the law of the United Kingdom or a part of the United Kingdom, or

(b)  its central management and control is exercised in the United Kingdom;

and any reference to a qualification ``obtained in the United Kingdom'' is to a qualification obtained from such a body.