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Minutes of the Board Meeting Held on Wednesday 10 August 2016 at 15:12 UTC

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 Lucky Masilela (LM) Member Southern Africa (joined at 15:22 UTC)

Mr Abibu Ntahigiye (AN) Member Eastern Africa

Mr Christian Bope (CB) Member Central Africa

Mr Krishna Seeburn (KS) Member Indian Ocean

Mr Seun Ojedeji (SO) Member Non Geographical

Mr Andrew Alston (AA) Member Non Geographical

 

Agenda:

1.0 Welcome Address and Agenda Review

2.0 Approval of Minutes of previous meetings

2.1 dated 6 June 2016

2.2 dated 6 July 2016

2.3 dated 8 July 2016

3.0 Review of List of Action Items – [D1]

4.0 Resolutions to be ratified

5.0 Badru Ntege - Council of Elders

6.0 Committees’ Report

6.1 Audit Committee

6.2 Finance Committee

6.3 Remuneration Committee

6.4 COO Recruitment Committee

6.5 Review of MoUs Committee

6.6 Associate Membership Criteria Committee

6.7 Company Secretary Review Committee

7.0 AoB

7.1 Board Travel – [D2 & D3]

7.2 Special General Members’ Meeting in November 2016 – [D4]

7.3 Legal Adviser at Board Meetings

7.4 Corrected Version of 11 May 2016 minutes published – [D5]

8.0 Adjournment

 

BUSINESS OF THE DAY

 

1.0 Welcome Address and Agenda Review

The Chairman welcomed the members online and opened the meeting at 15:12 UTC.

A roll call was carried out to verify quorum. All members were present except for LM (Southern Africa region). The CEO informed that he would leave the board meeting at 16:00 UTC to attend another meeting.

 

The Chair invited comments on the agenda.

 

KS queried the process for appointing Board nominees to the Governance Committee. The Chair referred to the Governance Committee’s Term of Reference and its implementation at the Special General Members’ Meeting.

AA requested to move Agenda Item No 6 – “Badru Ntege Council of Elders” as initially proposed to Agenda Item No 5 before the Committees’ report since the CEO will leave the meeting earlier.

The CEO proposed to add under AoB a discussion of the attendance of the Legal Adviser at Board Meetings.

The Chair moved a motion to adopt the Agenda as amended by the Board. Proposed CB Seconded HE.

 

LM joined at 15:22 UTC

 

2.0 Approval of Minutes of previous meetings

2.1 Board meeting held on 6 June 2016

2.2 Board meeting held on 6 July 2016

2.3 Board meeting held on 8 July 2016

 

The Board reviewed the draft notes of meetings as presented by the Secretariat.

 

Resolution 201608.294

The Board approved the minutes of the Board meeting held on 6 June 2016 with amendments.

Proposed HE. Seconded KS. Resolution passed unanimously.

 

Resolution 201608.295

The Board approved the minutes of the Board meeting held on 6 July 2016 with amendments.

Proposed SO. Seconded HE. Resolution passed unanimously.

 

Resolution 201608.296

The Board approved the minutes of the Board meeting held on 8 July 2016 with amendments.

Proposed AA. Seconded AN. Resolution passed unanimously.

 

3.0 Review of List of Action Items – [D1]

Action Item 201606.01 : The Board to further consider the location of the Disaster Recovery Centre.

Status: Action Item to be kept Open.

 

Action Item 201606.02 : The Finance Committee to complete the fee structure by end of July 2016 and report to the Board.

Status: Action Items to be kept Open. Report to be done by the Finance Committee in the present meeting.

 

Action Item 201606.03 : The Remuneration Committee to share the master document on the recruitment of the CEO on the Board mailing list.

Status: Action Item to be Closed. Completed.

 

Action Item 201606.04 : The CEO to finalise the job profile of the COO and rating.

Status: Action Item to be Closed. Report shared with the Recruitment Committee.

 

Action Item 201606.05 : The Associate Membership Committee to draft its Term of Reference and sent to the Board for approval.

Status: Action Item to be Closed. Already circulated on Board mailing list 08 June 2016 and has been recirculated as members did not receive the one circulated on the 8th.

 

Action Item 201606.06 : The Executive Assistant to redraft and to circulate the Draft Programme based on the amendments.

Status: Action Item to be Closed. Completed.

 

4.0 Resolutions to be ratified

No resolutions passed online to be ratified.

 

5.0 Badru Ntege - Council of Elders

Enter Executive Session 15:55 UTC
******
Exit Executive Session 16:21 UTC

LM was disconnected at 15:59 UTC and reconnected at 16:02 UTC.

The CEO left the meeting at 16:12 UTC to attend another meeting.

Motion proposed by CB, Seconded by LM, as follows;

WHEREAS Mr Badru Ntege has completed one-year term as Chairman of AFRINIC Board of Directors;

RESOLVED to appoint Mr Badru Ntege to the Council of Elders as per Article 16 of the Bylaws.

AA requested a roll call vote and there was no objection. The Chair called for a roll call vote on the above motion.

North Africa – HE – NO
East Africa – AN – ABSTAIN
Southern Africa – LM – YES
Central Africa – CB –YES
Indian Ocean – KS – NO
West Africa – SF – ABSTAIN
Non- Geo (1) – AA – NO
Non-Geo (2) – SO - ABSTAIN
CEO – AB – Not Present

There were 2 votes in favour, and 3 votes against; the motion did not pass.

 

6.0 Committees’ Report

6.1 Audit Committee

The Chair of the Audit Committee, AA, reported that the Audit Committee has not met since the board retreat held in Mauritius. The Auditors has sent the draft Letter of Engagement and AA will send it to the Audit Committee for review and signature.

The Chair requested the Audit Committee to work on an audit timetable to be reviewed in the next Board Meeting scheduled in October 2016 and to later share it with the community.

 

Action Item 201608.01 : The Audit Committee to draft an audit timetable in consultation with the Auditors and to report to the Board in its next meeting in October 2016.

 

6.2 Finance Committee

The Chair of the Finance Committee, HE, briefed that the last meeting of the Finance Committee was held in Mauritius and that work is in progress with regards to the new schedule of the Committee. The Finance Committee was requested to report in the next Board Meeting in October; and to circulate any document on the board mailing list.

 

Action Item 201608.02 : The Finance Committee to report to the Board in its next meeting in October 2016.

 

6.3 Remuneration Committee

The Chair of the Remuneration Committee, LM reported that there is no report and a meeting will be convened in Mauritius to discuss the issues that need to be considered.

 

6.4 COO Recruitment Committee

The Chair of the COO Recruitment Committee, LM briefed that the CEO has shared the job specifications for the COO position, the Committee needs to look at the timeline, advertising and profiles for the COO position.

The Chair requested LM to update the timeline with the dates and to start the recruitment process in two weeks time. The timeline and the job description to be sent to the Board for approval on the board mailing list.

 

Action Item 201608.03 : The Chair of the COO Recruitment Committee to input dates on the timeline for the COO Recruitment; and to circulate the timeline and the jobs specifications on the Board mailing list for approval.

 

6.5 Review of MoUs Committee

The Chair of the Review of MoUs Committee, CB outlined that MoUs were received from the CEO for review during their last meeting in Mauritius except for the MoUs from [REDACTED]. Efforts to obtain copies of the missing MoUs are ongoing. CB informed the Board that the Committee will come back to the Board with a report within a month, at its next scheduled meeting in October.

 

Action Item 201608.04 : The Review of MoUs Committee to report to the Board in its next meeting in October 2016.

[REDACTED]

 

6.6 Associate Membership Criteria Committee

The Chair of the Associate Membership Criteria Committee, AN reported that a draft report was circulated on the Board mailing list and the report includes the rights and criteria to be considered in admitting an Associate Member. AN invited comments on the report. Several members had not seen the report.

The Chair requested the report to be re-circulated on the Board mailing list.

 

Action Item 201608.05 : The Chair of the Associate Membership Criteria Committee, AN, to circulate the draft report on the rights and criteria for Associate Members on the Board mailing list.

 

6.7 Company Secretary Review Committee

The Chair of the Company Secretary Review Committee, KS, conveyed feedback from the CEO that the Company Secretary has recently been very responsive. It is proposed that a further 6 months be given to them and to reconsider the position in January 2017. KS also proposed that the Committee be dissolved and be reconstituted if the need arises.

SO supported the proposal to dissolve the Committee if we have confirmation that the company secretary was now responding.

AA added that considering issues faced in the past, he will like to have confirmation that the current Company Secretary has actually registered the new directors and de-registered the old ones before he agrees to disband the Committee.

SF requested that the CEO writes to the Company Secretary to seek assurance that they will be responsive in the exercise of their functions; he suggested that the Committee could be disbanded after such assurances had been obtained.

 

Action Item 201608.06 : The CEO to write to the Company Secretary and seek assurance that they will be responsive in the exercise of their functions.

 

7.0 AoB

7.1 Board Travel – [D2 & D3]

The Chair requested HE to chair the above Agenda Item as he has to attend to some urgent matters in his office and left at 15:40 UTC. HE took over the chairmanship at 15:40 UTC.

 

The Board discussed the Board Travel plan that had been circulated based on the budget available.

SF joined back at 15:46 UTC but HE continued to chair.

 

SF highlighted that the proposed process needs to be approved first before discussing which events to be attended by Board Members.

CB proposed to comment and approve the document on the Board mailing list. SF seconded.

 

SO was disconnected at 15:56 UTC.

 

Action Item 201608.07: The Board to discuss and finalise the proposed Board Travel Process on the mailing list within one week and and approve the document by 17 August 2016

 

7.2 Special General Members’ Meeting in November 2016 – [D4]

KS left the meeting at 16:01 UTC.

 

The Board took note of the advice from the Legal Adviser to call for an SGMM in the next AFRINIC meeting in November 2016 if the community is to vote for Members to constitute the Governance Committee.

 

Resolution 201608.297

WHEREAS there is the need to elect the Governance Committee at the next AFRINIC meeting in November 2016;

RESOLVED to call for a Special General Members' Meeting as part of the AFRINIC-25 meeting in November 2016.

Proposed SF. Seconded HE. Resolution passed unanimously. (AB , KS and SO were not present)

CB asked when the NomCom would start the process for the search of candidates. SF clarified that once the resolution is communicated to the NomCom, the NomCom will establish the timeline, set the criteria and make the call for candidates. The same NomCom2016 will conduct the election for the Governance Committee.

 

SO reconnected at 17:05 UTC.

 

7.3 Legal Adviser at Board Meetings

The Board discussed and agreed that the Legal Adviser should be invited to attend Board meetings to provide advice.

 

Resolution 201608.298

CONSIDERING the importance of having legal advice during Board meetings;

RESOLVED for the Legal Adviser to be invited to every Board meeting.

Proposed SF. Seconded HE. Resolution passed unanimously. (AB and KS not present)

 

7.4 Corrected Version of 11 May 2016 minutes published – [D5]

The Chair, SF took over the Chairmanship at 17:05 UTC.

 

The Board reviewed the corrected version of the 11 May 2016 minutes whereby there were omissions of the following issues;

  1. Aminata Amadou Garba left the meeting due to technical problems;
  2. HE did not chair the meeting in replacement of the Chair under Agenda Item 6.0 because of poor audio.

The corrected minutes were approved as presented by the Secretariat. The Chair, SF, confirmed that the corrected minutes will be published online to replace the previous one and the Chair requested for an email to be sent to the Members that the Board has reviewed the minutes and made the corrections.

 

Resolution 201608.299

The Board approved the corrected minutes of the Board meeting held on 11 May 2016 as presented by the Secretariat.

Proposed SF. Seconded HE. Resolution passed unanimously. (AB and KS not present)

 

Action Item 201608.08: The corrected minutes of the meeting dated 11 May 2016 to be published on the website in replacement of the present version on the website. The Chair to send email to Members after the publication to notify the Members that the Board has reviewed the said minutes and made the corrections.

 

8.0 Adjournment

Motion to close the meeting at 17:17 UTC. Proposed HE. Seconded AA.

 

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