MINUTES OF THE BOARD MEETING HELD ON SUNDAY 26 NOVEMBER 2017 AT 10:07 LOCAL TIME NIGERIA, BOARDROOM RENAISSANCE IKEJA HOTEL
Present:
- Mr Alan Barrett (AB) CEO
- Mr Sunday Folayan (SF) Member Western Africa
- Mr Haitham El Nakhal (HE) Member Northern Africa
- Mr Abibu Ntahigiye (AN) Member Eastern Africa
- Mr S.Moonesamy (SM) Member Indian Ocean
- Dr Christian Bope (CB) Member Central Africa
- Mr Lucky Masilela (LM) Member Southern Africa
- Mr Serge Ilunga (SI) Member Non-Geographical
- Mr Seun Ojedeji (SO) Member Non-Geographical
In Attendance:
Mr Ashok Radhakissoon (AR) Legal Counsel
Agenda:
- Welcome and Agenda Review
- Approval of Draft Minutes of meetings
2.2 dated 13 September 2017
2.1 dated 27 September 2017
- Resolutions
- Appeal Committee Updated ToR and Appointment
- Committees’ Report
5.1 Audit Report
5.2 Finance Committee
5.3 Remuneration Committee
5.4 Fee Review Committee
5.5 Governance Committee
- Board Appointees 2018
6.1 ASO AC / NRO NC
6.2 Governance Committee
- New RSA
- Code of Ethics
- The Status of the Resource Fees New Schedule
- The AFRINIC 2018 Budget
- FIRE Programme
- Future of AFRINIC
- Review Action Items
14.Transfer Agreement
- Adjournment
BUSINESS OF THE DAY
1. Welcome and Agenda Review
The Chair, SF welcomed the Board Members present and opened the meeting at 10:07 Local Time Nigeria. A roll call was conducted to confirm quorum.
SF called for a review of the Agenda. The Agenda was adopted unanimously as presented. Proposed HE and Seconded AN.
2. Approval of Draft Minutes of meetings
2.2 dated 13 September 2017
Resolution 201711.379
The Board resolved to approve the minutes of the Board meeting held on 13 September 2017 with amendments.
Proposed SO. Seconded CB. Resolution unanimously approved.
2.1 dated 27 September 2017
Resolution 201711.380
The Board resolved to approve the minutes of the Board meeting held on 27 September 2017 with amendments.
Proposed CB. Seconded HE. Resolution unanimously approved.
3. Resolutions
Novation of lease for office premises
Resolution 201711.375
WHEREAS the office space that AFRINIC leases in Ebene, Mauritius, changed ownership on 5 October 2017;
WHEREAS AFRINIC and the new owners wish to continue the lease under the same terms and conditions as before;
WHEREAS a Deed of Novation of Lease has been drafted between AFRINIC Ltd (Lessee), [REDACTED]
RESOLVED that the CEO is authorised to sign the Deed of Novation of Lease.
Proposed by AB and Seconded by HE. (Approved by email dated 15 November 2017) Resolution passed unanimously.
Procedures ASO AC / NRO NC Member
Resolution 201711.376
Whereas the AFRINIC ASO AC / NRO NC Election Process & Guidelines doesn't include a procedure to remove an ASO AC / NRO NC member;
Resolved to draft such procedure to be added to the AFRINIC ASO AC / NRO NC Election Process & Guidelines;
Resolved to publish the drafted procedure for community comments for thirty (30) calendar days.
Proposed by HE and Seconded by SO. (Approved by email dated 22 November 2017) Resolution passed unanimously.
3.3 FIRE Contract with IDRC
Resolution 201711.377
WHEREAS the International Development Research Centre (IDRC), a Crown Corporation of Canada, has approved a grant to AFRINIC in the amount of CAD 100,000 for the project "Grants and Awards: Gender Equality and Scaling Digital Innovation" (Grant number 108582-003);
WHEREAS the grant will be administered as part of AFRINIC's FIRE Programme over a two-year period beginning in November 2017;
WHEREAS IDRC requires AFRINIC to sign a Grant Agreement;
RESOLVED that the CEO is authorised to sign the Grant Agreement.
Proposed by SM and Seconded by SO. (Approved by email dated 19 November 2017) Resolution passed unanimously.
4. Appeal Committee Updated ToR and Appointment
The Board debated the proposed resolution and decided that, if there is the need for an Interim Committee, the Board will appoint an Interim Committee as close as possible to the Terms of Reference.
Resolution 201711.378
WHEREAS in terms of Board resolution 201708.366, draft terms of reference for an AFRINIC Policy Development Appeal Committee were published for comment;
WHEREAS the Board has taken the comments into consideration and revised the terms of reference;
RESOLVE to approve the updated Terms of Reference dated 2 November 2017 for the Policy Development Appeal Committee;
RESOLVED that the first appointment of the Standing Committee will be during the AGMM in 2018.
Proposed: AB Seconded: SO. Resolution passed unanimously.
5. Committees’ Report
5.1 Audit Report
The Chair of the Audit Committee, CB, made a report on the ongoing auditing exercise for the year 2017 and the meeting held with the Auditors PwC.
The audit is in progress since 20 November 2017. It is expected to be finalised in February 2018 and the audit report to be submitted before the AGMM2018.
AN pointed out the importance of having entry and exit meetings with the Auditors. Important issues can be discussed at those meetings before the Auditors draft the report or provide a summary of recommendations and clarifications.
SM queried on whether the AuditCo has been given the task to work with the Auditors with respect to conflict of interest. The Chair SF reminded SM that the Board is responsible for all assignments and may request the Audit Committee to do any particular task, if required.The Audit Committee will do the assignment but it is the Board which takes decisions. If there is a fraud or conflict of interest, it will be flagged to the CEO by the Management and the CEO will report to the Board accordingly. The Auditors can be asked to look deeper in a particular case subject to the Board.
The Chair SF requested the Audit Committee to prepare a timeline with dates towards each actions required till the AGMM2018 and to circulate to the Board.
The Board also debated on the principles to rotate auditors every 5 years or 3 years. SF mentioned that he will like to have the rotation every 6 years.
Action Item 201711.01: The Chair of the Audit Committee, CB, to check the period of time to change the auditors; whether 3 years or 5 years.
Action Item 201711.02: The Audit Committee to share the report of the meeting held with the Auditors to the Board and its recommendations.
Action Item 201711.03: The Audit Committee to prepare a timeline with dates towards each actions required till the AGMM2018 and to circulate to the Board.
5.2 Finance Committee
The Chair of the Finance Committee, HE made a report to the Board on the work of the committee. The Committee is working on updating its charter and on the fee structure for IPv6.
Also based on the recommendations from the Auditors, the Finance Committee is preparing a draft Investment Policy and considering to contract an Investment Specialist to know how to manage and invest the surplus. The Investment Policy to be ready within the next 6 months.
Lunch Break 12:40 local time Nigeria and resumes at 14:00 local time Nigeria.
5.3 Remuneration Committee
The Chair of the Remuneration Committee, LM invited the CEO to present the report on a review of the remuneration policy for AFRINIC Ltd, including the findings and recommendations of a consultant from the Hay Group.
The CEO explained that the consultant had assigned a grade or level to each position, and had compared AFRINIC salaries and benefits (for each level) to those in other companies, and had made recommendations for changes in salaries and benefits.HE highlighted that Management should be careful in the total increase in salary and to keep HR cost less than 52%.
The Board agreed that most of the recommendations should be implemented.
Action Item 201711.04: Remuneration Committee to work with management in implementing appropriate parts of the recommendations from the salary and benefits review.
The Board made the following recommendations:
- AFRINIC should implement a Performance Management System.
- The payment of bonus should be budgeted earlier and based on performance of staff. The Board should be informed in October and payment effected in December.
- The Remuneration Committee to update its Charter.
The Board also discussed the CEO’s contract. The Remuneration Committee informed the Board that the contract of the CEO will expire in April 2018 and the Board has to decide on whether to renew the contract for 3 years or convert it to a permanent contract. The RemCo also informed the Board that for the last 3 years, the CEO has received no salary increase and the committee will conduct a performance evaluation.
The Chair SF requested to enter into Executive Session. The CEO and the Executive Assistant were excused from the session.
Enter Executive Session 15:18
***
Exit Executive Session 15:55
The CEO and Executive Assistant re-joined the meeting.
The Board decided that the contract of the CEO will be moved from 3 years to 5 years renewable. The Remuneration Committee should report to the Board on the CEO’s evaluation.
SM requested a copy of the CEO’s contract. The Board decided that the document will be shared with members using a folder with tracking facilities.
Action Item 201711.05: The CEO to provide a platform suitable for sharing confidential documents.
Action Item 201711.06: The CEO’s contract to be shared using the confidential platform.
5.4 Fee Review Committee
The Chair of the Committee, SM made his report and invited the CEO to explain the formula used and the graphs for the fees calculation.
The CEO reported on a proposal that he had circulated to the Fee Review Committee and the Board. [REDACTED]
The Chair SF proposed that a script / webpage to be made available to members online where they can calculate their fees. APNIC already have such a script.
The Board proposed that the Legacy address space holders to sign an agreement with AFRINIC similar to Associate Members than Resource Members.
A session is scheduled during the plenary on Friday to present the report to the community. The Fee Review Committee to circulate its slides to the Board before presentation to the community.
Action Item 201711.07: AFRINIC to create a web page where a calculator is available for members to calculate their fees online by February 2018.
5.5 Governance Committee
The Board Liaison to the Governance Committee (GovCom), SO, made a brief report on the work carried out by the GovCom. The GovCom is finalizing its Guidelines and the GovCom will publish to the community before the GovCom session during the plenary.
The GovCom is also considering whether to re-introduce the resolutions that failed during the last Bylaws Review, and considering the Request for advice with respect to the start and end dates of the term of a Director.
6. Board Appointees 2018
6.1 ASO AC / NRO NC
The Board discussed the appointment of the Board Appointee to the ASO AC / NRO NC for the year 2018.
[REDACTED] The Chair SF proposed that Fiona Asonga be re-appointed. SO supported and advised that there is also ongoing work at the ASO AC / NRO NC level that need to be completed by Fiona Asonga.
CB suggested that the Board should make a public call for volunteers, and then select from the volunteers. He stated that the RIPE NCC does this. The Board decided to make a public call for next year for the position but to re-appointment Fiona Asonga to ASO AC / NRO NC for 2018.
Resolution 201711.381
The Board resolved to appoint Fiona Asonga to the NRO NC for a one year term from January 2018 to December 2018.
Proposed SO. Seconded HE. Resolution passed unanimously.
Action Item 201711.08: The Board to make a public call for the position of Board Appointee to the ASO AC / NRO NC before making an appointment for the 2019 year.
6.2 Governance Committee
The Board debated and decided to re-appoint Zeimm Auladin-Suhootoorah to the Governance Committee for a two year term from January 2018 to December 2019. The Board also agreed to define a process for the appointment of Board Appointee to the Governance Committee.
Resolution 201711.382
The Board resolved to appoint Zeimm Auladin-Suhootoorah to the Governance Committee for a one-year term from January 2018 to December 2018.
Proposed AB. Seconded SO. Resolution passed unanimously.
Action Item 201711.09: The CEO to draft a process for the appointment of Board Appointee to the Governance Committee.
7. New RSA
Resolution 201711.383
WHEREAS in Resolution 201704.335 the Board approved the policy AFPUB-2016-V4- 003-DRAFT03 (IPv4 Resource Transfer within the AFRINIC region);
WHEREAS in the same resolution the Board directed staff to draft a revised RSA for Board approval;
WHEREAS on 2 October 2017 a revised RSA was published for public comments;
WHEREAS the draft RSA has been updated taking community comments into account;
RESOLVED to approve the revised RSA.
Proposed AB. Seconded SO. Resolution passed unanimously.
The meeting adjourned at 17:45 local time Nigeria and resumed at 18:05 local time Nigeria.
8. Code of Ethics
Above Agenda Item to be referred to the mailing list for discussion.
Action Item 201711.10: SM to send the proposed Code of Ethics to the Board mailing list for discussion.
9. The Status of the Resource Fees New Schedule
Above Agenda Item already discussed under Agenda Item No. 4.4 the Fee Review Committee.
10. The AFRINIC 2018 Budget
The Board reviewed the draft AFRINIC 2018 Budget as circulated by the Finance Committee. The CEO to revise the budget as per comments received and to revert back by next Monday to the Board.
Action Item 201711.11: The CEO to amend the draft AFRINIC 2018 Budget and to circulate to the Board by 27 November 2017.
11. FIRE Programme
The CEO briefed the Board on the FIRE Programme as per report circulated.
[REDACTED]
The Board directed that the Management should implement an audit trail of such projects where there are transactions of large sums of money.
Action Item 201711.12: The Chair and CEO to oversee an audit of the FIRE Programme.
12. Future of AFRINIC
The above Agenda Item was discussed during the last Board Retreat. The Board has to consider the impact and risks that some factors may on the future of AFRINIC. Such factors may be the IPv4 exhaustion, the fee review structure, the move to IPv6, the transfer policy and any other legal risks.
CB was of the views that the only sources of revenue for AFRINIC in the future is the IPv4 allocation; He was concerned that members can request IPv6 allocations from RIPE NCC instead of AFRINIC. AFRINIC can lose membership, thus the importance to consider what can make a member stay and use AFRINIC services.
SI shared his concerns about multinationals being grouped together in one company and buying resources in bulk.
The Board proposed that the Management evaluate the risks and revert back on the impact of IPv4 exhaustion on AFRINIC Finance. Report being discussed in the Board Retreat 2018.
Action Item 201711.13: The Management to evaluate risks that may affect AFRINIC and revert back on the impact of IPv4 exhaustion on AFRINIC Finance. The report to be discussed in the Board Retreat 2018.
The Board adjourned at 19:03 local time Nigeria and resumed at 09:00 local time Nigeria on Monday 27 November 2017.
The Chair proposed that a well-prepared proposal on the risks and impact on the future of AFRINIC is to be prepared by CB and SI, and the report presented to the Board. They may opt to write in French in order to present clearly their ideas. The risks to be clearly explained and to provide the rationale for the Board to consider in the next Board Retreat 2018. The Chair proposed that CB, SI, and the Legal Counsel form a small group and to work on the paper within the next two weeks.
Action Item 201711.14: CB and SI to prepare a paper on the perceived risks and impact on the future of AFRINIC. The Legal Counsel to form part of the group. The report to be drafted and submitted to the Board by 10 December 2017.
13. Review Action Items
Action Item 201709.01: The Remuneration Committee to work on the list of Action Items that arise from the last Board Retreat on the Strategic Objectives / Plan 2016- 2020. The Committee to define appropriate metrics and timelines, and to come up with actions for the Board in its next Board meeting.
Status: Action Item to be closed. Completed. Metrics is done. The Management to incorporate in the Strategic Plan.
Action Item 201709.02: The Board Members to send the nomination of potential candidates for the position of ASO/NRO NC member on the Board mailing list for the next two weeks
Status: Action Item to be closed. Completed.
Action Item 201709.03: The Management to prepare a short version of the half-year financial report and submit to the Board for approval. The report to be published to the community by 18 October 2017.
Status: Action Item to be closed. Completed.
New Action Item 201711.15: 45 days after the end of each Quarter, the Management to publish a quarterly financial report.
Action Item 201709.04: The Board Members to sign the counterpart resolution for the opening of a Euro FCDA account and return to the Secretariat for processing by 4 October 2017.
Status: Action Item to be closed. Completed.
New Action Item 201711.16: Every Board Member to submit KYC documents by 9 December 2017.
Action Item 201709.05: SO to drive the process of integrating the comments received from the community on the Appeal Committee to the original Terms of Reference within the next by 11 October 2017.
Action Item 201709.06: The Board to finalise the constitution of the Appeal Committee after completion of the review of the original Terms of reference by SO.
Status: Action Item to be Closed. Completed.
New Action Item 201711.17: The Secretariat to publish the Terms of Reference of the Appeal Committee.
Action Item 201709.07: The Board to comment on the procedures for removal of an NRO NC Member on the collaborative tool till 30 September 2017. CB to drive the Action Item.
Status: Action Item to be Closed. Completed.
New Action Item 201711.18: The procedures for removal of an NRO NC Member to be updated at the end of the comments period from the community.
Action Item 201709.08: The Chair SF and Vice-Chair HE to work together on the questions from Andrew Alston and to provide the Board a draft response while putting into consideration the Legal Counsel's comments. The draft reply to be sent to the Board for review by 30 September 2017.
Status: Action Item to be closed. Completed.
The CEO reported that he and the Legal Adviser had asked the Mauritius Competition Commissioner for advice regarding the competition issues that Andrew Alston had raised, but they had not received a response.
New Action Item 201711.19: The CEO to follow-up with the Competition Commission with respect to the questions from Andrew Alston. The feedback to be shared to the Board to note and reply to AA.
Action Item 201709.09: The CEO to highlight the changes in the revised RSA in different colours and to share on the Board mailing list at 12:00 UTC 30 September 2017.
Status: Action Item to be Closed. Completed.
Action Item: 201706.01: Remuneration Committee to work with the CEO in engaging a consultant to review salaries, benefits, and company structure
Status: Action Item to be closed. Completed.
[REDACTED]
Action Item 201705.04: The Board to further discuss and consider the option of having an Open Board Public Meeting next year.
Status: Action to be Closed and Re-consider in June 2018 as per last Board Retreat discussion.
14. Transfer Agreement
The Board debated whether the Transfer Agreement is of operational nature or a strategic document requiring Board approval.
The Board voted through a show of hands. SO & AB abstains.
LM, HE, AN, SM, SI, CB voted that the Transfer document is an operational document.
The Board noted that the Transfer Agreement is an operational document and does not require Board approval.
The CEO presented the final version of the Transfer Agreement to the Board.
15. AOB
15.1 Board Decorum
The Board was reminded of the decorum that prevails during board meetings and to abide by the principles.
Action Item 201711.20: The Secretariat to check with IT Helpdesk for an archiving system for Board and Committees’ documents.
15.2 GC Guidelines
The Governance Committee has finalised its internal procedures document, and it is available for review.
Action Item 201711.21: SO to report to the Board on the Governance Committee’s internal procedures document.
15.3 Frequency of meetings
LM suggested that meetings should be held to address key issues only, an example to approve the budget, approve annual statements, and that Board meetings should be structured more effectively.
HE proposed to have meetings every two months, not monthly meetings, and for a duration of not more than 2 hours.
The Board agreed on the following;
- to integrate Committees’ meetings to the Board Calendar of Meetings for the year 2018
- an AFRINIC Google Calendar for meetings of the Board and Committees to be set up
- the Board Calendar of Meetings for the year to be published online. The Board Committees’ calendar to be kept private
Action Item 201711.22: The Secretariat to prepare and circulate the Calendar of Meetings for Board and Committees for the year 2018 as per recommendations made by the Chairman.
Action Item 201711.23: The Secretariat to set up an AFRINIC Google Calendar for Meetings of the Board and Committees.
15.4 Mechanism to process complaints from Resource Members
There should be constant monitoring of the mailing lists in order to detect queries and complaints put for the Board promptly.
The CEO to escalate to the Board when such queries/complaints are identified. If any Board member noticed such queries/complaints, they should escalate to the Board.
An acknowledgement of the complaints will be sent and the content will indicate that a reply is scheduled by the next Board meeting.
15.5 Security check
The Board discussed a process for a background check of directors before they run for elections. It is proposed that a form for a background check is designed and that they declared any conflict of interest.
Action Item 201711.24: CEO and Legal Adviser to draft procedures and forms for declaration of interest and background checks for Directors.
16. Adjournment
Meeting ended at 13:15 Local time Nigeria (27 November 2017).