MINUTES OF THE BOARD MEETING HELD ON THURSDAY 30 NOVEMBER 2017 AT 17:47 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:
- Format of Executive Sessions
- CEO’s Contract
BUSINESS OF THE DAY
The Chair SF welcomed the members present and opened the meeting at 17:47 Local Time Nigeria.
The Chair convened the meeting pursuant to CB’s email and the two issues raised with regards to Minutes of Executive Sessions and the renewal of the CEO’s Contract.
The Chair recalled to the Board the events that have lead to the collective decision of the Board to introduce the Executive Session during its proceedings. He also reminded the Board that with regards to the CEO’s contract, the Board acted on the advice of the Chair of the Remuneration Committee; during the discussion, the CEO and the Executive Assistant had been excused from the meeting.
1. Format of Executive Sessions
The Board discussed the modus operandi of Executive Session and how to record the decisions after the Executive Session.
The Legal Counsel advised the Board that Executive Session is for discussion of sensitive issues. No decision is taken during the session, but only in the formal meeting. It is recommended to decide in advance which Agenda Item will go into Executive Session, to include sufficient background of the discussion, and to record the decisions outside the session.
LM highlighted that the decision to use Executive Sessions was already taken in the past, and now the discussion should rather be on the methods of the Executive Session, what information is to be captured and who is going to do same.
The Chair SF proposed that a group be created to work on a guideline for conducting Executive Session including information on the rationale of such session, the process, actions to be taken before, during and after the Executive Session. The Board agreed that the Vice-Chair HE, the CEO and CB will constitute the group to work on the guidelines and to report to the Board. The Guidelines for Executive Session to be added to the Board Handbook.
Action Item 201711.21: The Vice-Chair HE, CB and the CEO to constitute a committee and draft a guideline and procedures for conducting Executive Session. The Guidelines for Executive Session to be added to the Board Handbook.
2. CEO’s Contract
CB queried on the rationale for the decision taken on the CEO’s contract.
The CEO and the Executive Assistant were excused from the Board meeting at 18:25.
Enter Executive Session 18:26
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Exit Executive Session 18:53
The Board took the following decisions:
- Rational will be provided on all future proposals on the CEO’s contract before they are discussed and decided.
- All documents needed to take decisions on the matter should be provided to Board Members.
3. Adjournment
Meeting ended at 18:55 Local Time Nigeria