**
*Dear Mr Alston,*
*
Hope you are fine.
Thank you for your questions and please accept my apology for the delay
in responding to you. 2nd October was a Holiday here in Nigeria.
Kindly find hereunder the Board's answers to your questions:
1.
Can the Board please commission an investigation into whether the
lack of a bi-directional transfer policy puts AFRINIC at risk of
running afoul of the Mauritius Companies Act of 2006, and in what
areas, and exactly what the potential liability is?
*
As you know, AFRINIC's ‘Board of Directors’ is bound by Section 143
of the Companies Act "to act in good faith and in the best interests
of the company". In order to do so, the Board is bound by AFRINIC’s
Constitution, policies and best practices of corporate governance.
You, as an ex-board member know that AFRINIC Board of directors
makes effort to keep away from interfering in policy discussions as
a Board, irrespective of whether it is the in-bound transfer or the
bi-directional transfer or any other policy to preserve the core
principle of “bottom-up” process as indicated in AFRINIC PDP. It is
not possible to assess whether there is a risk or a potential
liability under the Mauritian Companies Act 2001 in the absence of a
proposal about bi-directional transfers. Given that the policies for
number resources are determined by the Internet Community, it is up
to the Community to take the initiative to propose a bi-directional
transfer policy if it believes that there is a need for such a policy.
2. Can the Board please advise the time frames required to commence such
an investigation, and once said investigation has been commissioned,
advise on the time frames to complete said investigation, and once
concluded advise the community of the full results of said investigation.
*
If you see a potential or real risk on AFRINIC because of the
absence of the bi-directional transfer policy with regards to the
Mauritius Companies Act, let us know in which part or article in the
Mauritian Companies Act you feel such risks may exist for AFRINIC
Ltd. The Board will ask the AFRINIC’s legal counsel to investigate
it and prepare a detailed report about that risk to be published for
the community. Right now, AFRINIC’s legal counsel is of the opinion
that there is no current risk of the absence of such policy, in as
much as the community is not approving such policy for the AFRINIC
region.
3. Can the Board please investigate if the proceedings of Board
Sub-Committees, under Mauritian Governance, form part of Board
proceedings, and if they do, advise the community when the meetings of
said proceedings shall be published as per the agreement to publish the
minutes of board meetings.
*
These sub-committees report to the Board as you know in each Board
meeting and any report emanating from these committees come to the
Board for actions thereon. These reports are discussed during Board
meetings, and such discussions form part of the Board proceedings
and are minuted. The reports themselves remain internal Board
documents.
4. Can the Board please commission an investigation into the limits that
the RSA can be modified without member consent in the context of
Mauritian law and advise the community of the results (Under Mauritian
Law, can a contract be changed without the consent of both parties, to
the detriment of one, irrespective of what is already signed).
Kindly, find the following reply from AFRINIC’s legal counsel:
*
The RSA is a contract between the individual member and AFRINIC.
Modification thereto warrants the consent of both parties. It has
always been the practice to cause amendments to the RSA to be (i)
subject to public consultation (ii) community's approval. This is a
very germane application of the laws of contract and there is no
warrant for any investigation.
In addition, please note that Article 1(b) of the Bylaws explicitly
gives AFRINIC the right to change the RSA, and to terminate the services
if the member does not consent to the change.
5. In addition to my request this morning on the members list requesting
the board to check if any procedures and policies required by any MOU to
which AFRINIC is a signatory are missing, can the Board please
investigate if there are any policies, procedures or committees that are
required by a.) the CPM b.)The Bylaws c.) the companies Act d.) any
other source which binds the company and advise to the community of a.)
the time frames to complete said investigation and b.) once known, the
full list of outstanding policies / procedures/ committees and c.) the
time frames to rectify these areas.
*
The Board as you know constituted a committee to review existing
MoU’s and report to the Board on their status, that committee has
submitted their report and the board is reviewing and addressing the
minor issues observed in the report.
For the CPM there are two committees mentioned in the PDP section of the
CPM.
i) The Appeal Committee, which is already in the process of being
constituted.
ii) The Recall committee which is only event driven and not a standing
committee will be constituted by the Board whenever required.
6. Can the Board provide this community with an explanation as to the
requirements for financial transparency for organizations that AFRINIC
provides funds for.
*
"The Board is bound by Section 143 of the Companies Act. So long as
funding organizations the Board is bound to go by theses provisions.
Where the Board is satisfied that it has good and reasonable cause
to fund any organization, the resolution authorizing such funding
will reflect same. It is not within the Board's powers to require
the details of the financial management of the funded organization."
That said, AFRINIC board reports to members and the community how
funds are being expended during the AGMM and the same is covered in
our annual report. The Board may provide more details on any
specific line items from such report if requested by members.
7. The Board committed to a response on potential violations of section
143 of the companies act - can we get a time frame as to when this
response will be forthcoming
*
The Board sought legal advice on this issue, and it does not seem
that there has been any case of directors having contravened Section
143 of the Companies' Act.
8. Is the Board prepared to commit to providing this community with
reports from any member of the Board attending conferences on AFRINIC's
behalf as to what was done at the meeting and the advantage of having
the board member there - this is simply so that we know that members
money that is spent in a justifiable manner. (As a note - I am more than
happy to provide this community with a full report from the RIPE trip
that I took earlier this year that details exactly what was done there
if so desired)
*
"It is the Board’s responsibility to ensure in the first place that
the participation of any Board member in an event on behalf of the
Board was worthwhile and that it was done in the best interest of
the company. The Board has ensured that such responsibility is met.
In the event that there is a significant outcome from a meeting,
then the outcome will be reported to the community. Also, when
there is a meeting of the Board, like the retreat or any other
strategic meeting, the board does update the community and will
continue to do so.
9. Is the Board prepared to publish quarterly financial reports to the
community so that all financial analysis does not have to be done
immediately prior to an SGMM/AGMM
*
"The Board is already considering this and we will start with
publishing Bi-Annual Financial Report so, please watch out for the
unaudited financial report for the first half of the 2017 financial
year".
10. Is the Board prepared to publish minutes of the Board sub-committee
meetings in line with the NCCG recommendations?
*
The National Code of Corporate Governance advocates transparency and
the "apply and explain" principle. The Code specifies that
Committees are “a mechanism for assisting the Board and its
Directors in discharging their duties through a more comprehensive
evaluation of specific issues, followed by well-considered
recommendations to the Board.” The Code at page (18) makes it an
obligation of these sub-committees to be transparent to the Board
and to practice full disclosure (to the Board). On page (19)
there’s a requirement for Committee minutes to be submitted to the
Board for noting. There is no obligation in the NCCG for Committee
minutes to be published. The Board has no legal obligations to do
so under the Companies' Act either. Also the Board Audit and Finance
Sub-committees report and present their work to the community during
the AGMM, and the floor is open for members/community questions
Best Regards,
Sunday Folayan
Chair, AFRINIC BoD
*
On 24/09/2017 20:07, Sunday Folayan wrote:
Dear Mr Alston,
2nd October 2017.
Thanks and Regards ...
Sunday.
On 22/09/2017 22:58, Andrew Alston wrote:
Sunday – let us be clear here – is that two weeks since the original
expiry date 10 days ago?
Is that 10 days from today? Is that 14 days from today? Sorry – but
after you’ve missed your own deadline by 10 days and taken 10 days to
request the extension – it now becomes incumbent on you to give
specifics as to exactly when we can expect the answers you committed
to, so let’s avoid any ambiguity here – can we have a date please
Andrew
*From:*Sunday Folayan [mailto:sfola...@gmail.com]
*Sent:* 23 September 2017 00:52
*To:* Andrew Alston <andrew.als...@liquidtelecom.com>
*Cc:* General Discussions of AFRINIC <community-discuss@afrinic.net>;
AFRINIC Board of Directors' List <bo...@afrinic.net>
*Subject:* Re: [Community-Discuss] Requests and questions
Dear Mr Alston,
Kindly accept my apology for a delayed response to your questions.
The response is pending the final consideration of the Board.
I will appreciate an extension of two weeks.
With kind regards ...
Sunday Folayan.
On 21/09/2017 23:32, Andrew Alston wrote:
Dear Sunday and Board of Directors,
It concerns me greatly that the elected board of a community
based organisation would make clear and firm commitments to
reverting back to this community on some pretty serious questions
– then miss the deadline they themselves set with no explanation
to the community who is waiting for answers. And then, when
questioned as to when the commitments made by the board would be
met – stay entirely silent and say nothing.
I understand that the board is busy, but a commitment is a
commitment, and it is not this community that set the time frames
here – it was the board who promised such.
Again I ask – when will the board meet its commitments to this
community that are clearly stated below?
Andrew
*From:*Andrew Alston [mailto:andrew.als...@liquidtelecom.com]
*Sent:* 18 September 2017 09:54
*To:* Sunday Folayan <sfola...@gmail.com> <mailto:sfola...@gmail.com>
*Cc:* General Discussions of AFRINIC
<community-discuss@afrinic.net>
<mailto:community-discuss@afrinic.net>; AFRINIC Board of
Directors' List <bo...@afrinic.net> <mailto:bo...@afrinic.net>
*Subject:* Re: [Community-Discuss] Requests and questions
Dear Sunday, Board of Directors.
As per the below, we were told we would have a response within 60
days – this is now 3 days overdue.
Can we please get an indication on when this commitment that was
made will be met?
Thanks
Andrew
*From:*Sunday Folayan [mailto:sfola...@gmail.com]
*Sent:* 15 July 2017 09:03
*To:* Andrew Alston <andrew.als...@liquidtelecom.com
<mailto:andrew.als...@liquidtelecom.com>>
*Cc:* General Discussions of AFRINIC
<community-discuss@afrinic.net
<mailto:community-discuss@afrinic.net>>; AFRINIC Board of
Directors' List <bo...@afrinic.net <mailto:bo...@afrinic.net>>
*Subject:* Re: [Community-Discuss] Requests and questions
Dear Mr Alston,
Thank you very much for your email and questions.
The Board will get back to you within the next 60 days.
Regards ...
Sunday.
On 14/07/2017 07:57, Andrew Alston wrote:
Dear AfriNIC Board,
I have been advised that when I had questions or request,
that I put them in simple, direct requests. The following
are a list of requests
1. Can the board please commission an investigation into
whether the lack of a bi-directional transfer policy puts
AFRINIC at risk of running afoul of the Mauritius
Companies Act of 2007, and in what areas, and exactly
what the potential liability is.
2. Can the board please advise the time frames required to
commence such an investigation, and once said
investigation has been commissioned, advise on the time
frames to complete said investigation, and once concluded
advise the community of the full results of said
investigation
3. Can the board please investigate if the proceedings of
board sub-committees, under Mauritian governance, form
part of board proceedings, and if they do, advise the
community when the meetings of said proceedings shall be
published as per the agreement to publish the minutes of
board meetings.
4. Can the board please commission an investigation into the
limits that the RSA can be modified without member
consent in the context of Mauritian law and advise the
community of the results (Under Mauritian law, can a
contract be changed without the consent of both parties,
to the detriment of one, irrespective of what is already
signed)
5. In addition to my request this morning on the members
list requesting the board to check if any procedures and
policies required by any MOU to which AFRINIC is a
signatory are missing, can the board please investigate
if there are any policies, procedures or committees that
are required by a.) the CPM b.) The bylaws c.) the
companies act d.) any other source which binds the
company and advise the community of a.) the time frames
to complete said investigation and b.) once known, the
full list of outstanding policies/procedures/committees
and c.) the time frames to rectify these areas.
I look forward to hearing the results of the above.
Many Thanks
Andrew Alston
_______________________________________________
Community-Discuss mailing list
Community-Discuss@afrinic.net
<mailto:Community-Discuss@afrinic.net>
https://lists.afrinic.net/mailman/listinfo/community-discuss
--
--------------------------------------------------
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:sfola...@skannet.com.ng <mailto:sfola...@skannet.com.ng>,sfola...@gmail.com
<mailto:sfola...@gmail.com>
---------------------------------------------------
--
--------------------------------------------------
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:sfola...@skannet.com.ng <mailto:sfola...@skannet.com.ng>,sfola...@gmail.com
<mailto:sfola...@gmail.com>
---------------------------------------------------
_______________________________________________
Community-Discuss mailing list
Community-Discuss@afrinic.net
https://lists.afrinic.net/mailman/listinfo/community-discuss
--
--------------------------------------------------
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:sfola...@skannet.com.ng,sfola...@gmail.com
---------------------------------------------------
_______________________________________________
board mailing list
bo...@afrinic.net
https://board-list.afrinic.net/mailman/listinfo/board
--
--------------------------------------------------
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: sfola...@skannet.com.ng, sfola...@gmail.com
---------------------------------------------------
_______________________________________________
Community-Discuss mailing list
Community-Discuss@afrinic.net
https://lists.afrinic.net/mailman/listinfo/community-discuss
