Mr Alston,
Your crafty discussions about the NDA fuels a perception that there is a
problem(s) which is being hidden from the public.
I think you should start from issues you raised as a Board member, on
the board, which the Board did not attend to, or indeed ignored. You are
free to refer to specific things in the Board minutes, there are no NDAs
there.
Go for that!
Sunday.
On 28/06/2017 11:19, Andrew Alston wrote:
Sunday – I happen to disagree with you – strongly – and I am curious
to hear the opinions of the members.
Please keep in mind – I HAVE that letter – I know exactly what it is
in – I however, signed an NDA – and I will not disclose the contents
of what is in there under any circumstances without it being
published. That being said – I **DO** believe that there is
information in there that is material to the members of this
organisation – that I do not believe have been disclosed and that
should be.
I also do not believe for a second that this is a simple case of one
management letter – this is about locking in transparency for the
future – today – we have a fairly innocuous document from my
understanding – tomorrow – who knows – and I want a situation that
guarantees that in the future – we have precedent that will result in
total transparency and nothing hidden.
In the coming days – I will be asking a series of questions – and I
will explain up front and with transparency exactly what my goals are
– and what the limits of those questions will be.
Firstly – under no circumstances will I violate the NDA to which I am
a signatory of – I hold myself to standards on that and nothing will
convince me to step outside of that.
Secondly – I am deeply concerned about much of what I have seen – and
I believe strongly that we need more transparency – and while we have
done good work in the last few years that work must continue. Once I
feel, as a member, within my rights and powers granted by the bylaws,
that we are in a place where
1. The board is bound to follow the bylaws – to the very letter of
every clause
2. That the board is bound to follow the law – every aspect of it –
law which I will not attempt to interpret – there are lawyers on
this list for that – and there is in house council – I will merely
question based on my understanding – and then here the responses
and learn from them
3. The board is acting in the best interests of the community with
total transparency at all times – I will let the community through
their voice indicate when they feel there is enough transparency –
but right now – I am not getting that impression.
4. That the corporate governance of the organisation is of
international standard and in full compliance with what is running
in the NCCG as published in the area in which AfriNIC is
domiciled. While this is partially the function of the governance
committee – any question I ask on this list of course may be taken
up and looked at by them should they choose to do so – but the
creation of such a committee did in no way detract from the rights
of members to question what is in effect their organisation.
Then – and only then – will I cease to ask the questions. As I have
said to you openly – and I will say it publicly – the questions that
will come over the next few weeks and months have carefully thought
about – carefully considered - and they are not meant to do damage –
they are meant to provide options – and to create a way for us, as an
organisation, as members, to question if the organisation is running
the way we, as the collective membership base, believe it should be.
In many cases – there will be no right or wrong answer – but the
questions will require thought and deliberation to come to a point
which brings this organisation forward rather than backwards. We have
no idea what the boards of tomorrow will look like – we have no idea
what tomorrow will bring, and I, as a member, will not leave that to
chance. So – it is time to build the systems of accountability to the
community, to ensure that no matter what tomorrow brings, the
organisation is on the right path.
My view here is simple – I, as one of only many members, cannot
dictate the way the organisation is run. However, I can question, and
ask, openly and transparently, and ensure that through those
questions, the community gets to discuss ALL of the issues that are
pertinent that they may or may not be aware of – and that – I will do
for the long term stability of this organisation.
In regards the current issue – as I have said – if the board is
choosing not to publish – I will honour that – because I signed
something I will adhere to – but I will also publicly state that I do
not agree with the assertion that there is nothing in there that is
material to this community.
I draw your attention to the fact that in financial statements – it
makes a reference to “net assets */_attributable to members_/*”, now,
my laymans understanding of this is that in effect, we, as members,
pay AfriNIC to deliver us a service and because of the way the
organisation and RIR’s in general are structured, we also get a say in
how that service is done, and in effect, the financial aspects of the
company are of concern to the members, since AfriNIC in effect is
acting on our behalf in a trust capacity. To enhance that trust – we
need to know that the organisation will honour the rules around
non-profit organisations and transparency – and that is something – I
plan to fully test.
Thanks
Andrew
*From:*Sunday Folayan [mailto:[email protected]]
*Sent:* 28 June 2017 12:49
*To:* Andrew Alston <[email protected]>
*Cc:* General Discussions of AFRINIC <[email protected]>
*Subject:* Re: [Community-Discuss] Closed members and recovered resources
Dear Mr Alston,
On 27/06/2017 00:31, Andrew Alston wrote:
Hi Sunday,
Ok – now we have a problem – let me quote what you said:
"This */_report_/*is intended solely for the information and use
of the audit
committee and is not intended to be and should not be used by anyone
other than these specified parties."
Now, let me quote from the bylaws:
7.6 The Registered Members and Resource Members shall, at Annual
General Members' Meetings or by way of written resolutions, in
addition to the rights conferred by Articles 7.1 and 7.2, have the
right to:
(ii) receive */_any auditor's report_/*;
So – what we have is something that SPECIFICALLY calls itself a
report – and is from the auditors.
Then – we have a clause in the bylaws that says **ANY** auditors
report – NOT the financial audit report – not annual report -
**ANY AUDITORS REPORT**
As such – by my reading of this – the board is now in violation of
the bylaws – clearly – and without apology – in violation of that
clause. Are you SURE this is the stance that the AfriNIC board
wants to take?
Andrew
I would like to remind everybody that an “auditor’s report” is a specific type
of report, and “any auditor’s report” means any instance of an auditor’s
report. It does not mean ”any report that originates from an auditor”.
AFRINIC has published any and all auditor’s reports.
AFRINIC’s auditors and AFRINIC’s legal counsel have confirmed that the
management letter is not an auditor’s report, neither is it part of an
auditor’s report, and it is a confidential document.
Some people have implied that there might be something bad in the management
letter. There are suggestions of things that AFRINIC could do better, but if
there was anything bad, then it would appear in the auditor’s report, which has
been published.
Thanks.
Sunday Folayan.
Board Chair.
--
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Sunday Adekunle Folayan
Managing Director
General data Engineering Services (SKANNET)
16 Oshin Road, Kongi Bodija, Ibadan - Nigeria
Phone: +234 802 291 2202, +234 816 866 7523
Email:[email protected],[email protected]
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