Jackson, If you read my original email very carefully on this subject – I will not violate the NDA – I will not reveal anything that is not already published – the rules around the NDA are clear – do not reveal information that you gained – I am not doing that – I am asking the board to release the information themselves – and as Sander just said –
1. The existence of the audit-co report – is documented in the minutes – its contents aren’t – and I have not alluded to those contents 2. The existence of management letters is public knowledge – if you know anything about audit – you will know that is standard practice to issue such 3. The fact that I stated that I have knowledge of the management letter is public knowledge – I was chair of the audit-co – and the audit charter specifically permitted that 4. The fact that I have concerns about what is in there – that does not reveal any information about the contents – it reveals my opinion about a document that it is public knowledge that I have had access to. I also point you to the resolutions past in the last few years – that specifically state that anything that is revealed to a third party not under NDA is considered within the public domain – the existence of anything I have questioned in the way of documents has been revealed through the publication of the minutes. However Jackson, the problem here is – and I believe I stated as much in the previous email – the minutes which are published in any board – are never totally revealing – because there are reports – which are clearly mentioned in the minutes – and should a reference in the minutes me made to a report and that discussion was held around said report, the actual contents of that report are never published. This is open to abuse – and while I am in no way alleging such abuse has taken place – I merely point out a significant risk – and here is how this could work 1. A committee exists 2. Work is assigned to said committee 3. The committee comes back with a report that is circulated 4. The board makes decisions based on what is in that report 5. The minutes reflect that the report was discussed – but nothing about what was in the report 6. The report is never tabled before the community That leads to a situation where transparency can easily be avoided. Am I saying that that has happened here? Certainly not. I am saying – that is the risk of reports that never make it to the light of day. And as I have said – the existence of the reports – that is referenced – that is public information – all I am asking is that those reports be made public so that the community can judge their contents for themselves. I also point out – under the national code of corporate governance for Mauritius – there are meant to be minutes of every single committee meeting – and I would like to ask the board – are those minutes available and if so will the board be prepared to publish them – since I believe that if we want transparency – let us get full transparency – including into the workings of the committees who’s existence is public knowledge. Andrew From: Jackson Muthili [mailto:[email protected]] Sent: 29 June 2017 12:46 To: Andrew Alston <[email protected]> Cc: Sunday Folayan <[email protected]>; General Discussions of AFRINIC <[email protected]> Subject: Re: [Community-Discuss] Closed members and recovered resources This is worrying. A former board member using privileged insider information to demand accountability and transparency from current board members. What does AfriNIC legal adviser have to say about this sort of disclosure? -J On Thu, Jun 29, 2017 at 12:24 PM, Andrew Alston <[email protected]<mailto:[email protected]>> wrote: > Sunday, > > > > In order to do that – may we audit co report that was presented to the > board? That is covered by the NDA – and there are aspects of that that > relate to this directly. > > > > Can you also – for clarity before we get into this – publish the charter for > the audit co – because again – to get into this fully – there needs to be > points made about EXACTLY what is in that audit-co charter and the rules > behind which anyone on the audit-co must operate. > > > > Andrew > > > > From: Sunday Folayan <[email protected]<mailto:[email protected]>> > Date: Thursday, 29 June 2017 at 12:06 > To: General Discussions of AFRINIC > <[email protected]<mailto:[email protected]>> > Subject: Re: [Community-Discuss] Closed members and recovered resources > > > > 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 > > > > a.) The board is bound to follow the bylaws – to the very letter of every > clause > > b.) 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 > > c.) 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. > > d.) 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]<mailto:[email protected]>> > Cc: General Discussions of AFRINIC > <[email protected]<mailto:[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. > > > > > > -- > > -------------------------------------------------- > > 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]<mailto:[email protected]>, > [email protected]<mailto:[email protected]> > > --------------------------------------------------- > > > _______________________________________________ > Community-Discuss mailing list > [email protected]<mailto:[email protected]> > https://lists.afrinic.net/mailman/listinfo/community-discuss<https://lists.afrinic.net/mailman/listinfo/community-discuss> >
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