AFRINIC Policy Development Process Bis (v1.0)

Proposal

1.0 Summary of the Problem Being Addressed by this Policy Proposal

The current Policy Development Process is shaped around a working group, which is administered by two Chairs.

The working group operations rules are not clearly defined as for:

• Requirements for chairmanship
• Chairs roles and responsibilities
• How Chairs exercise their powers
• Chairs election
• Chairs resignation
• Working group code of conduct

The consensus process used by the working group for decision-making is not defined, opening doors for interpretations and inactions.

The current process does not have provision for proposal adoption, which induces duplication of proposals dealing with the same problem, lack of clarity of problem statements and proposals out of the scope of the PDP. It also does not define a clear method for moving proposals forward.

The current PDP does not have provision for board adopting policies as per section 11.4 of the AFRINIC constitution in the varying of the process.

 

2.0 Summary of How this Proposal Addresses the Problem

This Policy proposal addresses these issues by:

• Designing a policy development process around one Chair assisted by a Vice-Chair;
• Defining the roles and responsibilities of the Chair and Vice-Chair;
• Defining how Chair exercises his authority and powers;
• Detailing the consensus process with regard to major and minor objections and responsibility of the Chair of the working group in gauging the consensus;
• Providing with different phases for policy proposals:  from adoption till last call and ratification by the AFRINIC Board of Directors;
• Providing provision on how board adopts the policy as per section 11.4 of the constitution that is managed in varying the PDP.
• Clarifying disputes and appeals mechanisms

 

3.0 Proposal

This proposal replaces section 3.0 of the CPM (The Policy Development Process) entirely as follows:

 

3.0 The Policy Development Process

3.1 Scope

The Policy Development Process covers the development and modification of policies for proper and responsible usage and management of Internet Number Resources within the AFRINIC service region.

The PDP is shaped to come up with clear, technically effective and useful policies.

Policies for Internet number resource management must be evaluated for technical effectiveness against three requirements: conservation, aggregation, and registration.

Changes to the Policy Development Process itself will also follow the process.

Internet number resource policies are distinctly separate from AFRINIC general business practices and procedures. General business practices and procedures are not within the purview of the Policy Development Process.

Internet number resources consist of Internet Protocol version 4 (IPv4) address space, Internet Protocol version 6 (IPv6) address space, and Autonomous System (AS) numbers.

 

3.2 Policy Development Principles

All policies are developed by the Internet community following four principles: openness, transparency, fairness and bottom-up. The Internet community initiates and discusses the policy proposals. If consensus is reached on a given policy proposal, it is recommended to the AFRINIC Board of Directors to be ratified as an effective policy to be implemented within AFRINIC region.

 

3.2.1 Openness

All policies are developed in an open forum in which anyone may participate. There are no qualifications for participation.

 

3.2.2 Transparency

All aspects of the Policy Development Process are documented and publicly available via the AFRINIC website. The discussions are publicly archived. All procedures that are developed to implement the policy are documented by AFRINIC and are publicly available.

 

3.2.3 Fairness

The policies are to ensure fair distribution of Internet number resources and facilitate the operation of the Internet within AFRINIC Service Region.

 

3.2.4 Bottom-Up

The community drives policy development.

 

3.3 Operations of the Policy Development Working Group (PDWG)

The Policy Development Working group (PDWG) provides an open public forum to discuss Internet numbers resource management policies and related topics of interest to AFRINIC and the Internet community in the AFRINIC service region. PDWG sessions are held at AFRINIC Public policy meetings. Between meetings, discussions continue via the Resource Policy Discussions (rpd) mailing list. The PDWG is open to all interested individuals.

The Policy Development Working Group is primarily administered by one Chair and one vice-Chair. The WG Chair and Vice-Chair perform a vital role in managing the working group. The effectiveness of the PDWG is dependent on the active participation of the Chair and the Vice-Chair. The PDWG Chair and Vice-Chair undertake their work on a volunteer basis.

The PDWG Chair is responsible for coordinating the activities of the policy development working group. He guides a policy proposal through its different phases in order to gauge consensus.

The Vice-Chair helps the WG Chair to coordinate the activities of the policy development working group.

The WG Chair and Vice-Chair are expected to attend all AFRINIC Public Policy Meetings. The WG Chair and Vice-Chair must remain subscribed to the AFRINIC Policy Discussion mailing list(This email address is being protected from spambots. You need JavaScript enabled to view it.) for the duration of their term. Both the PDWG Chair and Vice-Chair must also be subscribed to the AFRINIC member-discuss mailing list during their term.

The challenge of managing the policy development working group sessions is to balance the need for open and fair consideration of the issues against the need to make forward progress.  The working group, as a whole, has the final responsibility for striking this balance. The Working Group Chair has the responsibility for overseeing the process.

To facilitate making forward progress, the Working Group Chair may wish to decide to reject or defer the input from an individual, based upon the following criteria:

 

Old:

The input pertains to a topic that already has been resolved and is redundant with information previously available;

 

Minor:

The input is new and pertains to a topic that has already been resolved, but it is felt to be of minor import to the existing decision;

 

Timing:

The input pertains to a topic that the working group has not yet opened for discussion;

 

Scope:

The input is outside of the scope of the working group.

Occasionally one or more individuals may engage in behavior on a mailing list that, in the opinion of the WG Chair, is disruptive to the WG process. Unless the disruptive behavior is severe enough that it must be stopped immediately, the WG Chair should attempt to discourage the disruptive behavior by communicating directly with the offending individual. If the behavior persists, the WG Chair should send at least one public warning on the RPD mailing list. As a last resort and typically after one or more explicit warnings, the WG Chair may suspend the mailing list posting privileges of the disruptive individual for a period of not more than 30 days. Even while posting privileges are suspended, the individual must not be prevented from receiving messages posted to the list. Like all other WG Chair decisions, any suspension of posting privileges is subject to appeal.

 

3.3.1 Responsibilities of PDWG Chair

The responsibilities of the AFRINIC PDWG Chair are listed below:

 

3.3.1.1 Before an AFRINIC Public Policy Meeting:

• Introduce a policy proposal into the adoption phase
• Announce policy proposals to the policy discussion mailing list
• Discourages any behavior that jeopardizes open participation to policy discussions, especially for newcomers.
• Monitors discussions held on AFRINIC policy discussion mailing list (This email address is being protected from spambots. You need JavaScript enabled to view it.)
• Announces the call for presentation of policy proposals for Public Policy Meetings on the policy discussion mailing list,
• Read submitted proposals
• Remain subscribed to AFRINIC RPD and member-discuss lists during his term.
• At the AFRINIC Public Policy Meeting
• Read initiators' slides to familiarize themselves with the details and ensure it matches proposal text. In case of any difference, submission of an updated version of the proposal on rpd list to notify the working group is required, even if these changes will not be considered.
• Create agenda presentation slides for the meeting with the AFRINIC staff.
• Guide the consensus gauging process; announces the current phase of a policy proposal.
• Read AFRINIC Public Policy Meeting minutes and makes corrections as necessary
• Present the policy discussion working group report to the AFRINIC Public Policy Meeting.

3.3.1.2 After a Public Policy Meeting:

• Send report of Public Policy Meeting to the community and policy discussion mailing lists including policy proposal discussion outcomes and open action items.
• Monitor discussion during the concluding phase for comments period.
• Summarize discussions and, following the end of the call for comments, post the decision regarding whether the proposal has reached rough consensus or not.
• The Chair may delegate tasks to Vice-Chair as necessary.

3.3.2 Responsibilities of PDWG Vice-Chair

Vice-Chair responsibilities include but are not limited to:

• Attend at least one AFRINIC Public Policy Meeting held each year.
• Remain subscribed to the policy discussion mailing list for the duration of their time as Vice-Chair
• Monitor remote chat-room discussions during the AFRINIC Public Policy Meeting
• Undertake any of the tasks normally performed by the PDWG Chair when requested. In the event that the PDWG Chair is unavailable to perform some of his duties, the Vice-Chair will assume these responsibilities.

 

3.3.3 Electing the Chair and Vice-Chair

The AFRINIC community elects a policy development working group Chair and one Vice-Chair for a two year term. The PDWG Chair and Vice-Chair’s elections occur in alternate years.

The AFRINIC NomCom appoints the PDWG Chair and Vice-Chair using the following process:

AFRINIC Staff sends a call for nominations to the policy development mailing list (This email address is being protected from spambots. You need JavaScript enabled to view it.). The call will contain:

• Details of the duties of the position.
• The closing date for nominations; 30 days from the date of the call
• A request for a short biography and description of nominees.
• A requirement that candidates for the Chair position should be active on the AFRINIC policy mailing list and must have attended at least two (2) AFRINIC Public Policy Meetings,
• A requirement for candidates to confirm their ability and willingness to commit to the responsibilities associated with the Chair and Vice-Chair positions.

If at least one nomination is received by closing date, an election must be held. The election must be held at the upcoming Public Policy Meeting as the first item on the agenda.

Candidates will be invited to give a short speech. Voting will take place by a count of a show of hands.

Only candidates who are present at the public policy meeting will be included in the vote. If a current Vice-Chair stands for the position of Chair and is elected, the newly vacant Vice-Chair position can be filled by one of the remaining candidates for the Chair position or by a call for volunteers at the public policy meeting.

There will be a handover period. The outgoing Chair will manage proposals reaching consensus at the current Public Policy meeting to the completion of the Policy Development Process.

 

3.3.4 Removing a PDWG Chair or Vice-Chair

If the PDWG Chair or Vice-Chair does not attend one in every two consecutive AFRINIC Public Policy Meeting, the Chair or Vice-Chair will be removed from their role. The process of electing a replacement will then begin.

Anyone may request the recall of a Working Group Chair at any time, upon written request with justification to the AFRINIC Board of Directors. The request must be supported by at least ten (10) other persons. The AFRINIC Board of Directors shall appoint a recall committee, excluding the persons requesting the recall and the Working Group Chair. The recall committee shall investigate the circumstances of the request for the recall and determine the outcome.

If the outcome is that the WG Chair or Vice-Chair has to be recalled then the process of electing a replacement will then begin.

 

3.3.5 Resignation of a Chair or Vice-Chair

If a PDWG Chair resigns, the vice-Chair will assume the role of Chair and nominate a member of the community to exercise the role of Vice-Chair until the next Public Policy Meeting. This nomination has to be approved through non-objection by the working group via the mailing list. At least 30 days prior to the Public Policy Meeting, the AFRINIC NomCom will initiate procedures for electing the new Chair.

If a Vice-Chair resigns, the Chair shall nominate a member of the community to exercise the role of Vice-Chair until the next Public Policy Meeting. This nomination has to be approved through non-objection by the working group via the mailing list. At least one month prior to the Public Policy Meeting, the AFRINIC NomCom will initiate procedures for electing the new Chair.

If both Chair and vice Chair resign, The AFRINIC Ltd CEO shall lead the appointment by the working group of an interim Chair via the mailing list or at The Public Policy meeting.

The Interim Chair will act up to the election of the new Chair and shall be assisted by AFRINIC staff.

3.4.0 Consensus inside the PDWG

Most of the decisions in the working group operations and discussions on policy proposals are made through rough consensus, unless specified otherwise.

The PDWG consensus process is a multi-stakeholder approach to decision-making. The process is used to develop the best possible resource management policies for the AFRINIC service region.

The consensus process begins when somebody proposes a new policy.

This discussion phase begins on the mailing list and continues during the Public policy meetings.

3.4.1 Minor objections

A minor objection is one where the objector believes some problems may occur for some participants in the group if the proposal goes forward.

The PDWG participants should work together to see if the proposal can be modified to overcome minor objections.

However, it is not always possible to overcome these objections. In this case, the Chair may ask the objectors if they are prepared to acknowledge that the overall advantages of the proposal outweigh their objections and are willing to set them aside.

 

3.4.2 Major objections

Major objections are serious and indicate a belief that major problems will occur for parts of the community if the proposal goes forward; therefore, the proposal cannot be adopted in its current format.

The Chair should devote sufficient time for the PDWG to discuss ways to overcome major objections.

PDWG Participants, including the proponent, should work together to develop solutions that overcome major objections.

Consensus is reached on a proposal if the PDWG is able to successfully work through all objections in this way. It is not necessary for everyone to agree with the proposal. ‘Rough consensus’ is the point where all objections have been resolved or given due consideration and the PDWG believes the benefits outweigh the disadvantages.

 

3.4.3 Reaching consensus

In the meeting the Chair may ask for a show-of-hands, or other techniques, to gauge support for a policy proposal. The use of show-of-hands or other techniques is not a vote. It is a way of broadly measuring opinion and the Chair’s final decision takes many additional factors into account, including earlier discussions on the mailing list.

The aim of the PDWG is to carefully consider all opinions before making a decision. At the end of the discussion, the Chair will decide if the working group has reached consensus.

Consensus is achieved when everyone consents to the decision of the group. The decision may not be everyone’s first preference, but is acceptable to all participants.

 

3.5.0 Public Policy Meeting

Public Policy Meeting means a meeting open to the community wherein proposals for policies are discussed within the framework of the Policy Development Process (PDP)

The agenda of the meeting shall be announced by the Chair of the PDWG on the Resource Policy Discussion mailing list at least two weeks prior to the meeting. No change can be made to a policy proposal within one week of the meeting. This is so that a stable version of the policy proposal can be considered at the meeting.

The WG Chair determines whether rough consensus has been achieved during the Public Policy Meeting.

When a policy proposal has reached the Review Phase, it is placed on the agenda of an open public policy meeting.

If the Chair can’t participate in meeting, the Vice-Chair will lead the meeting assisted by AFRINIC staff.

If the Vice-Chair can’t participate in meeting, the Chair will lead the meeting assisted by AFRINIC staff.

If WG Chair and Vice-Chair can’t participate to meetings, the working group shall appoint one (1) person to lead the session and is assisted by one AFRINIC staff.

While open discussion and contribution is essential to working group success, the Chair is responsible for ensuring forward progress. When acceptable to the WG, the Chair may call for restricted participation (but not restricted attendance!) at Public Policy meetings for the purpose of achieving progress. The Working Group Chair then has the responsibility to refuse to grant the floor to any individual who is unprepared or otherwise covering inappropriate material, or who, in the opinion of the Chair is disrupting the WG process.

 

3.6.0 Policy proposals

Anyone can submit a policy proposal to PDWG Chair. One or all initiators of a policy proposal have the option to remain anonymous. Hence PDWG Chair has the responsibility to act as document editor or set a call for a volunteer from the WG to act as document editor on the policy proposal.

A Document Editor is responsible for ensuring that the contents of the document accurately reflect the decisions that have been made by the working group.

3.6.1 Phases of a policy proposal

A policy proposal follows four phases during its evolution through policy development process: Adoption Phase, Discussion Phase, Review Phase and the Concluding Phase.

 

3.6.1.1 The Adoption Phase

During this phase, the PDWG Chair will assess the clarity and the relevance of the problem statement in accordance to the scope of the PDP and the existing policies.

PDWG Chair or AFRINIC staff can work with the initiator(s) to redefine the problem statement if need be.

For policy proposals which are out of scope of AFRINIC PDP, or addressing the same issue as another policy proposal already adopted, the PDWG Chair shall dissuade the initiator(s) from submitting to the working group.

In case of disagreement or doubt the PDWG Chair may consult the working group on whether or not the working group is willing to adopt the proposal for discussion based on its problem statement.

Once adopted by the working group, the initiator(s) grants all rights to the working group and the proposal becomes a community document.

In all matters of intellectual property rights and procedures, the intention is to benefit the community and the public at large, while respecting the legitimate rights of others.

The adoption phase should last maximum of two weeks. At the term of two weeks, based on consensus, PDWG Chair declares the beginning of the Discussion phase or declares the rejection of the policy proposal.

The initiator(s) of the policy proposal can reformulate their problem statement and go back to the adoption phase.

 

3.6.1.2 The Discussion Phase

Once the PDWG Chair declares the adoption of a policy proposal for discussion, the Discussion Phase begins on the RPD Mailing List (This email address is being protected from spambots. You need JavaScript enabled to view it.). The PDWG Chair should set the period for the Discussion Phase and this must be for at least four weeks.

During the discussion phase, the working group evaluates the policy proposal and comments are made. Politeness and courtesy must lead discussions, PDWG Chair should emphasize this each time it is relevant.

At the end of the Discussion Phase, the PDWG Chair provides a summary of the discussion highlighting the close and open issues.

Once the working group agrees on the summary, which can be edited according to feedbacks, the PDWG Chair decides whether the policy proposal should move to the next phase (Review Phase), go to an extended discussion phase or should be withdrawn. The decision to move forward will be announced on RPD mailing list.

If significant comments or modifications are suggested during the Discussion Phase, the policy proposal initiators will review the proposal and a new version will be published. A new Discussion Phase will then start for the new version of the proposal. This new Discussion Phase should last at least two weeks.

If the suggested comments or modifications are not so significant to require a new Discussion Phase, the PDWG Chair can decide to move the proposal to the next phase (Review Phase) with a new version of the proposal incorporating the necessary changes.

Each version of the proposal is publicly archived to transparently show the history of changes to the proposal and published on AFRINIC web site.

The new version of the policy proposal should be announced on AFRINIC RPD mailing list and website before the proposal can be moved to the Review Phase.

The PDWG Chair shall request the AFRINIC Ltd CEO to conduct and publish an impact analysis about the proposal before it can be moved to the Review Phase. The goal of this analysis is to provide relevant supporting information to facilitate the discussions about the proposal and provide some projections about the possible impact if it were to be accepted. This analysis will contain the following points:

AFRINIC Ltd’s understanding of the proposed policy

Impact on the registry and Internet Number Resources

Impact on AFRINIC Ltd’s operations/services

Legal impact

 

3.6.1.3 The Review Phase

The goal of this phase is to review the full draft policy proposal compiled at the end of the Discussion Phase. Hence, the final documentation of the proposal will lead to rough consensus; all modifications made to that document should be transparent to the working group. During the Review Phase, discussion of the draft proposal can continue, also in the light of the impact analysis, and within the context of the proposal, further modifications can still be suggested regarding the draft proposal. The Review Phase should last for a maximum of four weeks.

At the end of the Review Phase, the PDWG Chair determines whether the working group has reached rough consensus. In the case the PDWG Chair decides that consensus has not been reached, then the PDWG Chair can send the draft proposal back to the Discussion Phase if the initiators are willing to make an improvement of their proposal and make the necessary changes according to the feedback received from the community.

A draft proposal sent back to discussion phase automatically lost its status of draft proposal.

The PDWG Chair can also decide to have the draft proposal edited and start a new Review Phase with a new version of the proposal or otherwise the proposal shall be withdrawn.

 

3.6.1.4 The Concluding Phase

In the case, the Chair determines that the WG has reached consensus at the end of the Review Phase, the PDWG Chair moves the draft proposal to a "Last Call for Comments" and the Concluding Phase starts. The Last Call period lasts at least two weeks. The Last Call shall be announced on policy discussions mailing list.

The purpose of this Last Call period is to provide the community with a final opportunity to comment on the draft proposal. This is especially intended for those who missed the previous two phases and want to oppose the proposal or make substantial remark. The "Last Call for Comments" gives time to the community after the PDWG Chair declares rough consensus at the end of the Review Phase so that suggestions for any final changes or objections to the proposal can be sent to the WG mailing list. At this stage, objections need to be justified just as in the other phases for them to be taken into account.

At the end of the Last Call period, the PDWG Chair will assess the feedback received during this period and decide whether consensus has been achieved. If there is no feedback from the community at this stage, this is regarded as consensus.

If rough consensus is achieved, the PDWG Chair will announce the decision and initiate the process of the draft proposal ratification by AFRINIC board of directors.

If consensus has not been achieved, the PDWG Chair can decide to either send back the proposal to the previous phases of Discussion or Review, otherwise the proposal shall be withdrawn.

The initiators of a policy proposal (or anyone else) are free to return the proposal to the RPD mailing list for further discussion after a withdrawal.

 

3.6.2 Policy Ratification

After a draft proposal has reached rough consensus, AFRINIC board of Directors have the obligation to check if process have been followed very well.

In the case of a rejection, the AFRINIC board of directors must justify and publish the reason on the resources policy discussion list (This email address is being protected from spambots. You need JavaScript enabled to view it.) and on the AFRINIC website, and ask the working group to rectify the issue.

After ratification, AFRINIC board of Directors, announce their decision to the working group and this activates implementation of the policy by AFRINIC staff.

 

3.7.0 Appeals

3.7.1 Appealable Actions

3.7.1.1 Suspension of posting privileges

Anyone whose privileges of posting to the Resources Policy Discussion mailing list have been suspended by the WG Chair may file an appeal against the decision to the AFRINIC board of directors. The board shall investigate the circumstances of the justification as prescribed and determine the outcome.

 

3.7.1.2 During the Discussion Phase

During the Discussion Phase, anyone who has a complaint or other concern about the policy proposal or how it is being handled on the policy development mailing list should first raise the matter with the PDWG Chair. If the dispute cannot be resolved with the PDWG Chair, the appeals Procedure can be invoked.

 

3.7.1.3 During the Review & Concluding Phases

At these stages of the process – i.e. after the PDWG Chair has declared initial consensus or the proposal is in Last Call – complaints should not be about the policy proposal itself unless there are exceptional extenuating circumstances.

Anyone who believes that the proposal has not been handled correctly or that the PDWG Chair has made an incorrect determination of consensus should first raise the matter with the PDWG Chair. If the dispute cannot be resolved with the WG Chair, the Appeals Procedure can be invoked.

 

3.7.2 Appeals procedure

An appeal can only be filed if it is supported by three (3) individuals from the Working Group who have participated in the discussions to an Appeal committee appointed by the AFRINIC Board of Directors. The appeal must be submitted within two weeks of the public knowledge of the decision. The Appeal Committee shall issue a report on its review of the complaint to the Working Group. The Appeal Committee may direct that the Chair decision be annulled if the Policy Development Process has not been followed.

 

3.8.0 Varying the Process

3.8.1 Variance by the PDWG

The process outlined in this document may vary in the case of an emergency. Variance is for use when a one-time waiving of some provision of this document is required. The decision to vary the process is taken by the Working Group Chair. There must be an explanation about why the variance is needed. The discussion, review and concluding period shall not be less than four weeks. If there is consensus, the policy is approved and it must be presented at the next Public Policy Meeting.

 

3.8.2 Variance by the AFRINIC board of Directors

As per section 11.4 of the AFRINIC constitution, AFRINIC board of Directors may adopt policies regarding the management of Internet number resources where it considers that the same is necessary and urgent, having regard to the proper and responsible usage of these resources.

The decision to vary the process is presented to the Working Group. There must be an explanation about why the variance is needed. The Board of Directors shall allow the working group to review the proposal for a period of not less than two weeks.

While the board of Directors is encouraged to take into consideration the comments and suggestions from this review, these comments and suggestions are not binding.

The working group at the following public policy meeting will endorse any such adopted policy as per section 11.5 of the bylaws,

 

4.0 Revision History

 

Date	Revision
28 April 2017	Version 1 posted to rpd

 

 

5.0 References

 

This proposal is mainly based on the intensive discussions we had on the current PDP during 2016 and 2017 on the RPD mailing list. It addresses issues by referring to best practices from the IETF and the PDPs of other RIRs.

 

Staff Assessment

Staff Assessment

Proposal	AFPUB-2017-GEN-002-DRAFT-01
Title	AFRINIC Policy Development Process BIS
Assessed	19/May/2017

 

1.0 Staff Understanding the Proposal

The proposal is a revision of the Policy Development Process (Sec 3 of the CPM).

 

2.0 Staff Comments

Observations from staff mostly concern clarity:

1. There should be a provision for new policy proposals to be edited (for clarity, better presentation, English grammar, numbering, etc.) by the PDWG chair and vice-chair, working with the staff, and with other persons that they choose to assist them.
2. Every paragraph should be numbered for ease of reference.
3. Under “Phases of a policy proposal”, the idea appears to be that the problem statement and description are agreed in the Adoption Phase, the outline of the solution is agreed in the Discussion Phase, and the wording of the proposal is agreed in the Review Phase, but this is not clear.
4. Under “Consensus inside the PDWG”, staff suggests using the term "rough consensus", while pointing to a public document where that is defined.
5. The current PDP specifies a timeline around the implementation of a ratified policy proposal (CPM 3.4.5), which provision is not included in this proposal.
6. The PDP should allow staff reasonable time to conduct an assessment of a new policy proposal.

 

3.0 Comments from Legal Counsel

a. Under “Variance by the AFRINIC Board of Directors”, the Bylaws currently give the Board the right to make policy without waiting for the 2 weeks indicated in the proposal. The Board's actions under the Bylaws 11.4 appear to be constrained by the PDP in this proposal.

This wording therefore puts a restrictive effect on the power of the Board to act under the provisions of existing Art 11.4 of the by-laws, whose purport is to give the Board (in matters of urgency) some leeway/flexibility to address those urgent matters on its own and without being hamstrung by any other process, such as the PDP.

The two weeks’ consultative period is not only against the notion of urgency as envisaged by existing (by-laws) Art 11.4, but it also ushers in a new situation where the Board has to give explanation/justification to and seek approval of PDWG chair and vice chair.

 

b. On whether or not there are limitations (in this proposal) to the Board's right to consider matters external to the PDP when deciding to ratify a proposal – the Board is bound by other legal instruments such as the Companies’ Act and other relevant laws of the Republic of Mauritius. If a proposal would place the directors in contravention of the duties which they owe to the Company, then ratification could be withheld as a matter of law, notwithstanding the PDP.

The Board cannot be bound, therefore - for the ratification process, only to the PDP.

 

c. The period for Appeal: The proposal provides for appeal which “...must be submitted within two weeks of the public knowledge of the decision”.  The term “public knowledge of the decision” needs to be precisely clarified by authors in order to avoid unnecessary misunderstandings as to the start of this appeal period.