(Held in Gaborone International Convention Centre, Botswana)
Present:
Mr Alan Barrett (AB) Chief Executive Officer
Mr Sunday Folayan (SF) Chairman Western Africa
Mr Haitham El Nakhal (HN) Vice Chairman Northern Africa
Mr Lucky Masilela (LM) Member Southern Africa
Mr Abibu Ntahigiye (AN) Member Eastern Africa
Mr Christian Bope (CB) Member Central Africa
Mr Krishna Seeburn (KS) Member Indian Ocean
Ms Aminata A Garba (AG) Member Non Geographical
Mr Andrew Alston (AA) Member Non Geographical
In Attendance:
Mr Ashok Radhakissoon Legal Adviser
Agenda:
1.0 Welcome Address and Agenda Review
2.0 Management Activities Report
2.1 Finance (Remotely) – Patrisse Deesse
2.2 HR & Admin (Remotely) – Yavisht Toolseeya
2.3 Research & Development (Remotely) – Amreesh Phokeer
2.4 Member Services – Arthur Carindal
2.5 IT & Engineering – Daniel Shaw
2.6 Training & Capacity Building – Mukom Tamon
2.7 Communications & PR – Vymala Thuron
2.8 External Relations – Vymala Thuron
3.0 Approval of Draft Minutes of meeting dated 11 May 2016
4.0 Review of List of Action Items
5.0 Resolutions to be ratified
5.1 Publication of financial statements
6.0 Committees’ Report
6.1 Audit Report
6.2 Finance Committee
6.3 Remuneration Committee
6.4 COO Recruitment Committee
6.5 Company Secretary Review Committee
6.6 Associate Membership Committee
7.0 Board Travels
7.1 Board Travel Plan 2016
7.2 Board Retreat in Mauritius – Draft Programme
8.0 AGMM 2016 Proceedings
9.0 Corporate Governance / Governance Committee
10.0 Accountability Review / Bylaws Update
11.0 AOB
11.1 Adiel Akplogan’s email
BUSINESS OF THE DAY
1.0 Welcome Address and Agenda Review
The Chairman, SF welcomed the members present and opened the meeting at 09:30 Local Time Botswana.
A review of the Agenda was carried out. The CEO, AB proposed to consider the Management Activities Report as the first Agenda Item to start the meeting.
Motion moved to adopt the Agenda as amended. Proposed by HE and Seconded AN.
2.0 Management Activities Report
2.1 Finance (Remotely) – Patrisse Deesse
2.2 HR & Admin (Remotely) – Yavisht Toolseeya
2.3 Research & Development (Remotely) – Amreesh Phokeer
2.4 Member Services – Arthur Carindal
2.5 IT & Engineering – Daniel Shaw
2.6 Training & Capacity Building – Mukom Tamon
2.7 Communications & PR – Vymala Thuron
2.8 External Relations – Vymala Thuron
The AFRINIC Management Team made their respective presentations / activities report to the Board as listed above.
It was noted that the Disaster Recovery Centre is presently held in Cape Town, which is in contradiction to the 2013 decision to hold the Disaster Recovery Centre in Egypt. The Board to further consider and advise the IT & Engineering accordingly.
Action Item 201606.01: The Board to further consider the location of the Disaster Recovery Centre.
The Chairman suggested that the presentation of Mukom Tamon could be used as a template for future reports. The Board requested the Acting Head of Comms & PR to collect feedback and understand why some previous sponsors are no longer sponsoring AFRINIC events. Lucky Masilela shared his views that the presentations from staff should be made to the CEO and the CEO to produce a summary to the Board. The Chair made a brief on the historical events that lead to the introduction of the Management Activities Report during the Board faceto-face meeting. The Chair proposed that when the COO is recruited, an Executive Committee can be created to reduce the interaction of the Board and the Management.
The Board agreed that the report from each manager should be shorter.
The Board breaks for lunch at 12:35 and started again at 14:00
3.0 Approval of Draft Minutes of meeting dated 11 May 2016
Resolution 201606.285
The Board approved the minutes of the Board meeting held on 11 May 2016 as presented by the Secretariat.
Proposed HE. Seconded KS. Resolution passed unanimously.
4.0 Review of open action items
Action Item 201605.01
The Chair of the Audit Committee, AA, to circulate the draft financial statements to the Board.
Status: Action Item to be Closed. The Chairman of the Audit Committee circulated the draft Financial Statement on 11 May 2016.
Action Item 201604.04
Associate Membership to be put in the Agenda of the next Board meeting.
Status: Action Item to be closed.
The Adhoc Committee reported to the Board.
5.0 Committees’ Report
5.1 Audit Report
The Chairman of the Audit Committee, AA, presented the Audit Report to the Board.
There was a discussion on the details of the report, and the appropriate level of detail.
[REDACTED]
Enter into Executive Session at 14:38
++++++++
Exit Executive Session at 14:44
[REDACTED]
It was noted that the recurring fees from existing members are not sufficient to cover AFRINIC expenditure in the future, and that we rely on other sources of additional income.
AA also briefed the Board on the recommendations of the PriceWaterHouseCoopers on the management control and financials processes.
The Audit Committee to produce a report to the Board; and the report will be used to prepare the community report.
5.2 Finance Committee
Kris Seeburn made a presentation of the Finance Committee, with emphasis on the review of the fees structure.
[REDACTED]
LM proposed to draft a delegation of authority to empower the CEO on certain Finance, HR and Admin issues.
The Chair requested to have the fee structure by end of July 2016.
Action Item 201606.02
The Finance Committee to complete the fee structure by end of July 2016 and report to the Board.
5.3 Remuneration Committee
AG briefed that the Committee is presently doing the CEO evaluation and KPIs. A questionnaire has been sent to the CEO for completion, then decision will be reached on the performance and salary increase. The CEO is to send the questionnaire back to the Remuneration Committee.
The Chairman requested AG to share the master document on the recruitment of the CEO.
Action Item 201606.03
The Remuneration Committee to share the master document on the recruitment of the CEO on the Board mailing list.
5.4 COO Recruitment Committee
The Chair asked LM to be the Chairman of the COO Recruitment Committee and AB as Secretary. It was agreed to invite experts to assist in conducting interviews and shortlisting candidates as COO. The Committee will circulate its ToR for approval. The recruitment process will be managed by the Board and the Committee will receive all the comments and CVs. It is anticipated that the process will take about 6 months to conclude.
Action Item 201606.04
The CEO to finalise the job profile of the COO.
[REDACTED]
Tea break at 16:10
6.0 Meeting with the Council of Elders at 16:17
Present:
Dr Nii Quaynor (NQ)
Mr Pierre Dandjinou (PD)
Apologies:
Mr Viv Padayatchy
Absent:
Mrs Maimouna Diop
The Chair welcomed the CoEs and apologised for the delay, which has resulted in Viv Padayatchy having to leave for another meeting.
The Agenda was as circulated prior to the meeting.
Agenda:
1. Governance Committee
2. RIR Accountability
3. Bylaw Review
4. AoB
1. Governance Committee
The Chairman SF briefed the CoE on the status of the Governance Committee. The ToR has been drafted and advised that the election of Committee’s Members is being deferred to the November 2016 meeting. The Chair asked for comments. PD asked whether enough information has been circulated on the work of the Governance Committee.
The CEO reported that the ToR has been circulated on the mailing list and thoroughly discussed with the community in Pointe Noire in November 2015. NQ highlighted that there are other discussion lists than the members list; and that PD is not on the members list. Any community members not on the members list may not have received the information.
The CEO reiterated that we need to inform the community but the governance how to run the company is with regards to the members; but acknowledged that the information could be more widely publicised.
The Chair added that the Community needs to know that we are going through the process and considered that NQ’s comments is a very important feedback.
2. RIR Accountability & 3. Bylaw Review
The CEO briefed on the RIR Accountability review and the requirements for the RIRs to contract a law firm to review our procedures and Bylaws; and the review of deficiencies within the company as well as any shortcomings in the Bylaws. He explained that a list of issues and proposed corrective measures will be presented to the community at the AFRINIC-24 meeting currently in progress, with a view to changing the Bylaws at the AFRINIC-25 meeting in six months time. The Chair SF acknowledged that there are some points that Dr Nii Quaynor is awaiting from him and he will revert back.
NQ excused himself for a meeting that he should attend and left the Boardroom at 16:40.
The Board is bound by a Non-Disclosure Agreement (NDA) but the CoE are not bound by an NDA and information cannot be shared with the CoE; though the Board will like to share further information with the CoE. The Board will like the CoE to consider the requirements for an NDA. PD will consult the CoE and will revert back.
Meeting ended with CoE ended at 17:05
Board Agenda resumed Contd.
5.5 Company Secretary Review Committee
The Committee met yesterday, KS will report back to the Board ASAP.
5.6 Associate Membership Committee
AN reported that no concrete actions have been done except understanding the problems and the categories of members. The Committee need more time to finalise the issue and will report back. In the past, there were some Associate members but the requirements or application process is not clear. The Chairman recalled the purpose of the meeting is to have a framework to admitting new Associate Members.
The CEO said that he has already responded to the particular request in question, saying that the Board is looking into the process to admit the Associate Membership.
AA stated that the committee should express their views on the rights of Associate Members. It is very difficult to admit someone without clarity on the rights of the Associate Membership. The rights are very unclear and need to considered. The ToR of the committee to be done in the next 48 hours and sent by email.
Action Item 201606.05: The Associate Membership Committee to draft its Term of Reference and sent to the Board for approval.
5.7 MoU Review Committee
The Chair, SF recalled to the Board that he arrived on the second day of the retreat in Pointe Noire and there is a pending request as of that retreat to review the MoUs that AFRINIC currently have. The Chair proposed to constitute a committee to be set up to review the MoUs and present to the Board.
The Committee to be comprised of HN, CB, AA and AB.
6.0 Resolutions to be ratified
6.1 Publication of financial statements
Resolution 201606.284
WHEREAS the financial statements for the year ended 31 December 2015 have been prepared and audited;
WHEREAS the Board is expected to approve the financial statements before the auditors sign their report;
THEREFORE RESOLVED that the Board approve the financial statements for the year ended 31 December 2015.
Proposed AA and Seconded KS. Resolution passed unanimously.
7.0 Board Travels
7.1 Board Travel Plan 2016
AG pointed out that there should be a proper process with regards to selection of the Board Travel and not from the proposal of the CEO. The Chair and the CEO to work on a process for the Board Travel Plan. AA proposed that if Board Member are to travel to an AFRINIC Meeting they should prepare a report accordingly upon their return.
7.2 Board Retreat in Mauritius – Draft Programme
The Board amended the dates of the Board Retreat to be held from the 6 – 9 July 2016;
and the induction of the new Director to be done on the 5 July 2016.
The Executive Assistant to redraft and to circulate the Draft Programme based on the amendments above.
Action Item 201606.07: The Executive Assistant to redraft and to circulate the Draft Programme based on the amendments.
8.0 AGMM 2016 Proceedings
There was a discussion on the ability of Board members to speak from the floor in their capacity as community members.
The Chair to remind the PDP Chairs that the Board Members may participate in PDP discussions.
9.0 Corporate Governance / Governance Committee
10.0 Accountability Review / Bylaws Update
Above Agenda Items 9.0 and 10.0 are as per discussion with the CoE.
11.0 AOB
11.1 Adiel Akplogan’s email
Enter Executive Session at 17:56
++++++++
Exit Executive Session at 16:22
The Chair to send a statement to the Members’ list as follows;
<<< Our attention has been drawn to some email message containing allegations of racism within the AFRINIC Community and subsequent press coverage.
The AFRINIC Board has zero tolerance for racism and this is clearly reflected in the Community Code of Conduct available at http://afrinic.net/en/community/code-of-conduct Community members are asked to be mindful of this in their interactions either in person or online.>>>
11.2 Recommendation of appointment of auditors
Resolution 201606.286
WHEREAS the performance of PriceWaterhouseCoopers has been deemed satisfactory in the 2015 financial year;
The BOARD resolves to recommend the reappointment of the PriceWaterhouseCoopers for the 2016 financial year.
Proposed AA. Seconded CB. Resolution passed unanimously.