VIA THE WEBEX ONLINE CONFERENCE SYSTEM
Present:
| Mr Alan Barrett (AB | CEO | |
| Mr Sunday Folayan (SF) | Chairman | Western Africa |
| Mr Haitham El Nakhal (HE) | Vice-Chairman | Northern Africa |
| Mr Christian Bope (CB) | Member | Central Africa |
| Mr Krishna Seeburn (KS) | Member | Indian Ocean |
| Mr Lucky Masilela (LM) | Member | South Africa |
| Mr Andrew Alston (AA) | Member | Non-Geographical |
| Mr Seun Ojedeji (SO) | Member |
Non-Geographical |
Apologies:
Mr Abibu Ntahigiye (AN) Member Eastern Africa
In Attendance:
Mr Ashok Radhakissoon (AR) Legal Counsel
Agenda:
2.0 Approval of Minutes of previous meeting dated 15 February 2017
3.0 Review of List of Action Items
4.0 Resolutions already approved by email
4.1 NomCom Appointments
4.2 Internet Shutdowns
5.5 Associate Membership Criteria Committee
6.0 Audit Report – Financial Statements 2016
7.0 Strategic Reserve – Additional Amount
8.0 Creation of new EURO Foreign Currency Denominated Account
12.0 AA and CB’s discussion regarding position during PDP
13.1 Election Process
13.2 AfGWG
13.2 Internet Shutdown
13.4 Board’s Schedule
BUSINESS OF THE DAY
1.0 Welcome and Agenda Review
SF welcomed the Board Members present online and opened the meeting at 15:04 UTC. A roll call was conducted to confirm quorum.
SF called for a review of the Agenda, there was no change to the Agenda.
The Agenda was adopted unanimously as presented. Proposed AA and Seconded SO.
2.0 Approval of Minutes of previous meeting dated 15 February 2017
Resolution 201704.331
The Board resolved to approve the minutes of the Board meeting held on 15 February 2017. Proposed KS. Seconded HE. Resolution passed unanimously.
3.0 Review of List of Action Items
Action Item 201702.01 The Board to discuss the NomCom2017 appointments and vote on the list of volunteers on the list of volunteers on the Board mailing list and to finalise the decision by Friday 17 February 2017.
Status: Action Item to be Closed. Completed.
Action Item 201702.02: Board Members who have not yet communicated their choice of travel for 2017, to complete the Board Travel Plan by 5 March 2017.
Status: Action Items to be Closed. Completed.
Action Item 201702.03: The CEO to finalise the template for the Cert::6 Memorandum of Understanding and circulate for Board approval.
Status: Action Items to be Closed. Completed.
Action Item 201611.01: The Chairman of the Audit Committee to prepare a timeline of the audit work till the AGMM2017.
Status: Action Items to be Closed. To be Completed under the Audit Committee’s report in the present meeting.
Action Item 201611.07: AA and CB ‘s discussion regarding position during the PDP to be placed on the agenda for the next formal meeting.
Status: Action Item to be Closed. Under Agenda Item No. 9.0
4.0 Resolutions already approved by email 4.1 NomCom Appointments
Resolution 201612.329
WHEREAS there is a need to appoint four members to the 2017 NomCom in terms of article 9 of the Bylaws;
WHEREAS persons domiciled in the Indian Ocean and Central Africa sub-regions are not eligible in terms of article 9.1 of the Bylaws;
WHEREAS the Board wishes to appoint three community volunteers from three different sub-regions, and one Director from a fourth sub-region;
WHEREAS several volunteers from the community expressed an interest;
RESOLVED to appoint John Walubengu (Eastern Africa), Mustapha Ben Jamaa (Northern Africa), and Wale Adedokun (Western Africa) to the 2017 NomCom as community representatives;
RESOLVED to appoint Lucky Masilela (Southern Africa) to the 2017 NomCom as the Board representative.
Proposed AB. Seconded SO. (Approved by email dated 20 February 2017) Resolution passed unanimously with KS, CB and AA recusing themselves.
4.2 Internet Shutdowns
Resolution 201612.330
WHEREAS the Internet plays a critical role in Africa’s social and economic development;
WHEREAS Internet shutdowns have many negative effects;
WHEREAS keeping the Internet open and accessible to everybody at all times is important;
WHEREAS AFRINIC staff have drafted a statement on keeping the Internet open to all; RESOLVED that AFRINIC is committed to ensuring that the Internet remains open, trusted and secure so that everyone, everywhere can freely access the information and services that they need;
RESOLVED that the draft statement is approved for release.
Proposed AB. Seconded SO. (Approved by email dated 04 April 2017) Resolution passed unanimously.
5.0 Committees’ Report
5.1 Audit Report
SF asked HE to chair the meeting at 15:28 UTC.
The Chair of the Audit Committee, AA, made a report on their analysis of the Financial Statements and the Management Letter, as circulated to the Board.
CB asked whether an IT Audit had been conducted at AFRINIC. AA clarified that an IT Audit was not carried out last year, and if the Board requires the Audit Committee to consider an IT Audit, the Committee will be happy to do so and to inquire for an IT Auditing firm.
5.2 Finance Committee
The Chair of the Finance Committee, HE made a brief of the 2017 Quarter 1 Financial Report as circulated by the Management.
Further discussion, if any, to be done by email.
5.3 Remuneration Committee
The Chair of the Remuneration Committee, LM, informed that the position of the Head of Communications has been filled by Mr Felix Otiato and he will assume duty on the 1 May 2017.
The Committee has recommended that a review of salaries, benefits and the organization structure be carried out and that an external Consultant be contracted to assist with such review. The Committee sought the permission of the Board to continue with this review exercise and proposed to the Board to approve the below resolution in this regards;
WHEREAS the Board’s Remuneration Committee has recommended a review of salaries, benefits, and company structure;
RESOLVED that the CEO and the Remuneration Committee should conduct such a review, using outside consultants as may in their judgment be appropriate.
In response to questions about the timeline, the terms of reference for any consultants, and the budget for the review exercise, LM said that the committee wished to begin within three weeks, and conclude the review within three months. A budget had been allocated. Terms of reference had not yet been drafted, and the committee wanted the Board’s approval in principle before drafting terms of reference.
In response to questions about the rationale for the review, LM explained that there is a need for senior staff to support the CEO and to provide business continuity. He suggested that positions of CTO and/or COO should be considered, and the 2017 budget already provides for hiring a CTO. He said that the ratio of local staff and expatriate staff should be balanced, and that salaries and benefits should be reviewed.
SF supported LM’s view that the principle should be approved before the terms of reference were drafted.
SO and AA were of the views that the Term of Reference should be known first before giving the approval to engage any consultants.
After discussion, the Board agreed that the Remuneration Committee should draft terms of reference before the Board considers hiring consultants.
Action Item 201704.01: The Remuneration Committee to prepare the Term of Reference for the recruiting of an external Consultant to assist with a review of staff salary, benefits, and organization structure.
5.4 Review of MoUs Committee
The Chair of the Committee, CB informed the Board that the Committee has reached the conclusion of the task assigned to them by the Board.
The recommendation of the Committee is as follows:
- The Board Delegation of Authority approved gives the CEO the right to discuss with potential partners and proposed a draft MoU to the Board for discussion and approval. This document covered the need of the Board to approve any future MoU after CEO’s recommendation. The Board would have to approve any MoU, including renewals of existing MoUs;
- The Board may approve a template MoU and allow individual MoUs based on the template to be signed without Board approval every time. Same principles as the template MoU for Certi::6
- The CEO need to analyse the expired MoU and see whether there is the need for AFRINIC to renew the MoU.
The Chair of the Committee asked the approval of the Board to disband the MoUs Review Committee.
The Board requested a closing report before disbanding the Committee.
Action Item 201704.02: The MoUs Review Committee to draft a closing report and submit to the Board for consideration before the committee may be disbanded.
5.5 Associate Membership Criteria Committee
No Report.
5.6 Fee Review Committee
The Chair of the Fee Review Committee, KS, reported on the meeting held by this Committee on Monday 10 April 2017, and stated that a more detailed report had been circulated to the Board. KS summarized that all the different members are in agreement that the fee structure should be reviewed to correct anomalies and provide for the future. KS confirmed that the remarks from the Audit Committee will be taken into consideration.
5.7 Governance Committee
SO, the Board Liaison to the Governance Committee (GovCom), informed the Board that one GovCom meeting was held in February 2017 and the Members appointed Wafa Dahmani as Chairman and Abdalla Omari as Vice-Chairman. The GovCom wants to send a letter to the community to ask for any areas that the community will like to consider and the Legal Counsel was asked to look into the history of the Bylaws. The GovCom Chair has proposed some changes on the Charter, to be be discussed in the next meeting. The changes are mostly procedural. The CEO had suggested that procedures could be placed in a separate document, removing the need to modify the Charter, and SO intended to convey that suggestion to the GovCom.
6.0 Audit Report – Financial Statements 2016
The Chair of the Audit Committee briefed the Board on its report and recommendations as circulated.
Resolution 201704.332
WHEREAS the financial statements for the year ended 31 December 2016 have been prepared and audited;
WHEREAS the Board is expected to approve the financial statements before the auditors sign their report;
RESOLVED that the Board approves the financial statements for the year ended 31 December 2016;
RESOLVED that Alan BARRETT as Chief Executive Officer and Sunday FOLAYAN as Chairman be and are hereby authorised to sign the Financial Statements on behalf of the Board;
RESOLVED that Alan Barrett be and is hereby authorised to sign the Letter of Representation associated with the Financial Statements for the year ended 31 December 2016.
Proposed AA. Seconded KS. Resolution passed unanimously.
7.0 Strategic Reserve – Additional Amount
Resolution 201704.333
WHEREAS in resolution 201511.261 the Board created a Strategic Cash Reserve;
WHEREAS current cash assets are available to support an additional increase in the Strategic Cash Reserve;
RESOLVED that an additional amount of USD500,000 be added to the Strategic Cash Reserve;
RESOLVED that a new Fixed Deposit account be created for this additional amount;
RESOLVED that any expenditure or transfers out of the Strategic Cash Reserve bank account shall require three signatures, comprising of the CEO, AND the Finance Director, AND either the Chairman or the Vice-Chairman of the Board.
Proposed AB. Seconded CB. Resolution approved unanimously.
8.0 Creation of new EURO Foreign Currency Denominated Account
The CEO said that the Finance Director had requested that a bank account denominated in EURO currency be opened at the company’s bank in Mauritius. This would make it easier for members who have trouble obtaining approval to remit funds in US Dollars. He was ready to propose a resolution in this regard.
AA asked why such members could not remit funds denominated in EUR, to an account denominated in USD, with Afrinic’s bank in Mauritius performing the conversion. The CEO did not know why that would not be sufficient, and agreed to investigate.
Action Item 201704.03: The CEO to investigate whether a separate account in EUR is preferable to allowing members to remit EUR into an account denominated in USD.
KS left the meeting at 18:45 UTC
9.0 Template MoU for Certi::6
The CEO reported that the Certi::6 MoU template had been circulated to the Board as previously agreed. He requested permission to enter into agreements with suitable training partners in future, without the need to obtain Board approval for each case.
Resolution 201704.334
WHEREAS AFRINIC has a programme known as Certi::6, to develop and certify skills in Internet Number Resources Management and IPv6;
WHEREAS a template Memorandum of Understanding (MoU) has been drafted between AFRINIC and potential training partners for the Certi::6 programme;
RESOLVED that the template MoU is approved for use with any suitable training partner in the future;
RESOLVED that the Chief Executive Officer is authorized to sign such MoUs in the future.
Proposed AB. Seconded SO. Resolution passed unanimously.
10.0 Ratification of Policy Proposal AFPUB-2016-V4-003-DRAFT03 (IPv4 Resource Transfer within the AFRINIC region)
The CEO reported that the PDWG chairs had sent the Board a report on the Policy Proposal AFPUB-2016-V4-003-DRAFT03 (IPv4 Resource Transfer within the AFRINIC region). The proposal had reached rough consensus in the community and was ready for Board ratification. He also reported that the existing Registration Service Agreement (RSA) prohibited resource transfers as contemplated by the policy proposal, and therefore the RSA would need to be changed before the policy is implemented.
Resolution 201704.335
WHEREAS the proposed policy AFPUB-2016-V4-003-DRAFT03 (IPv4 Resource Transfer within the AFRINIC region) has gone through the policy development process and has reached consensus;
WHEREAS the Policy Development Working Group’s Chairs have referred the proposed policy to the Board for ratification;
WHEREAS the existing Registration Service Agreement (RSA) between AFRINIC and Members will no longer be compatible with the proposed policy;
RESOLVED that the policy is ratified by the Board;
RESOLVED that staff are directed to draft a revised RSA for Board Approval;
RESOLVED that the policy will not be implemented until a revised RSA is approved by the Board.
Proposed AB. Seconded SF. Resolution passed unanimously.
11.0 AFRINIC-RIA MoU
The CEO referred to previous discussions on research collaboration between AFRINIC and Research ICT Africa (RIA), and said that a draft MoU had been sent to the Board. He mentioned that the results of any collaborative research would be published under a Creative Commons licence. He was ready to propose a resolution on signing the MoU, and wished to sign during the AIS’17 meeting.
The Board was of the view that they require more time to read through the MoU and agreed to defer discussion and decision on the MoU to the mailing list.
Action Item 201704.04: The Board to review and comments on the AFRINIC-RIA MoU before AIS’17.
12.0 AA and CB’s discussion regarding position during PDP
The Board discussed events that had occurred during the public policy discussion at the AFRINIC-25 meeting.
SF requested AA to prepare a brief on what was said and what is wrong, with additional proof and the transcript for the Board to look into it.
Action Item 201704.05: AA to prepare a report on what was said during the public policy meeting, with additional proof and the transcript for the Board to take into consideration.
CB left the meeting at 18:14 UTC
13.0 Planning of AIS17
13.1 Election Process
13.2 AfGWG
13.3 Internet Shutdown
13.4 Board’s Schedule
Above items are not urgent and discussion to be done online due to time constraints.
14.1 Translation of RSA
HE proposed that the RSA be translated into the major languages in Africa, for instance English, French, Arabic, and Portuguese.
AA specified that the functional language of AFRINIC is English; and the other versions could be done gradually.
The CEO stated that a commitment has already been made to translate important documents into English and French in 2017. The RSA is included in this plan. However, he cannot commit to more than two languages this year.
15.0 Adjournment
The Chair moved to adjourn the meeting at 18:30 UTC. Proposed SO. Seconded AA.