WHEREAS there are two vacant seats on the Board;
WHEREAS the Board has the power to fill the vacancies in terms of the Bylaws article 13.14;
WHEREAS the Board has called for expressions of interest from persons who wish to be considered for appointment to vacant seats;
WHEREAS several persons have expressed interest;
WHEREAS the Board has considered the expressions of interest;
WHEREAS the Board held an election among its members to fill the two vacant seats for Western and Eastern Africa;
RESOLVED to appoint Ousmane Ly to seat 2 (Western Africa);
RESOLVED to appoint Robert Nkusi Ford to seat 6 (Eastern Africa);
WHEREAS there is a need to appoint four members to the 2019 NomCom in terms of article 9 of the Bylaws;
WHEREAS persons domiciled in Western Africa, Eastern Africa, Southern Africa and Northern Africa sub-regions are not eligible in terms of article 9.1 of the Bylaws;
WHEREAS the Board wishes to appoint three community volunteers and one Board Member from the Central Africa and Indian Ocean sub-regions;
WHEREAS several volunteers from the community expressed an interest;
RESOLVED to appoint Balbine Manga, Ali Hadji Mmadi and Iyedi Goma to the 2019 NomCom as community representatives;
RESOLVED to appoint Subramanian Moonesamy to the 2019 NomCom as the Board representative
WHEREAS the AIS-2019 meeting is planned to be held at the Sheraton Hotel in Kampala, Uganda, on June 2019;
WHEREAS a draft contract with the hotel has been presented;
RESOLVED that the CEO is authorised to sign the contract with the hotel;
RESOLVED that the CEO is authorised to make payments as envisaged by the hotel contract.
Resolution 201902.469
WHEREAS on 1 February 2019 in terms of resolution 201902.466, the Board resolved to appoint two persons to fill vacancies as provided for by article 13.14 of the Bylaws;
WHEREAS those persons have accepted the appointments;
RESOLVED to add Ousmane Ly and Robert Nkusi Ford to the list of Directors and Members at the Registrar of Companies of Mauritius with immediate effect.
WHEREAS there is a need to reconstitute the Board Standing Committees;
RESOLVED that the Committees are reconstituted as follows;
Remuneration Committee: Subramanian Moonesamy, Serge Ilunga, Oluwaseun Ojedeji, Alan Barrett, Vika Mpisane, Habib Youssef;
Finance Committee: Subramanian Moonesamy, Habib Youssef, Robert Ford, Christian Bope, Alan Barrett;
Audit Committee: Oluwaseun Ojedeji, Serge Ilunga, Vika Mpisane, Ousmane Ly.
The Board approved the minutes of the Board meetings held on 24, 25 and 26 November 2018 with amendments.
The Board approved the minutes of the Board meetings held on 28 November 2018 with amendments.
The Board approved the minutes of the Board meetings held on 31 December 2018 with amendments.
The Board approved the minutes of the Board meeting held on 1 February 2019 with amendments
The Board approved the minutes of the Board meeting held on 5 March 2019 with amendments.
WHEREAS the Board has taken cognisance of the recommendations of the Remuneration Committee with regards to the Staff Engagement Survey;
WHEREAS the Board recognises the need to understand the present situation at AFRINIC Ltd and the root causes;
RESOLVED to constitute an ad-hoc Committee;
RESOLVED to appoint Robert Ford, Vika Mpisane and Subramanian Moonesamy to the ad-hoc committee to assess the state of AFRINIC operations and provide a report to the Board with recommendations no later than 30 April 2019.
WHEREAS in Resolution 201902.467, the Board made appointments to the Nomination Committee;
WHEREAS the Board's attention has been drawn to an inaccuracy in a person's name;
RESOLVED to correct the name to Serge Parfait Goma instead of the incorrect Iyedi Goma.
WHEREAS a template MoU for IPv6 assistance between AFRINIC and Governments has been drafted;
RESOLVED that the CEO is authorised to sign copies of the MoU with specific Governments within the AFRINIC service region as applicable.
WHEREAS an MoU between AFRINIC and AFTLD has been drafted to promote cooperation in matters of mutual interest;
RESOLVED that the CEO is authorised to sign the MoU.
WHEREAS an MoU between AFRINIC-31 meeting is planned to be held in Angola, in November / December 2019;
WHEREAS an MoU between AFRINIC and the local hosts has been drafted;
RESOLVED that the CEO is authorised to sign the MoU.
WHEREAS on 27 April 2019 Mr Alan Barrett tendered notice of resignation as Chief Executive Officer with effect from 26 July 2019;
RESOLVED to accept the resignation;
RESOLVED to thank Mr Alan Barrett for his service as Chief Executive Officer since April 2015.
WHEREAS the financial statements for the year ended 31 December 2018 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 2018;
RESOLVED that Alan BARRETT as Chief Executive Officer and Christian D. Bope as Chairman be and are hereby authorised to sign the Financial Statements on behalf of the Board;
RESOLVED that Alan BARRETT as Chief Executive Officer and Christian D. Bope as Chairman of the board be and are hereby authorised to sign the Letter of Representation associated with the Financial Statements.
WHEREAS the Adhoc Committee has completed its task and presented its report to the Board;
RESOLVED to accept the report and to discuss the recommendations.
WHEREAS the AdHoc Committee has completed its task;
RESOLVED to dissolve the AdHoc Committee.
WHEREAS the Audit Committee has proposed the fraud and corruption policy;
RESOLVED to approve the document;
RESOLVED that the policy shall take effect from the date of this approval
WHEREAS the proposed policy AFPUB-2018-v6-002-DRAFT02 (Clarification on IPv6 Sub-Assignments)has passed through the Policy Development Process;
WHEREAS the Policy Development Working Group’s Chairs have referred to the proposed policy to the Board for ratification;
RESOLVED that the policy is ratified by the Board.
The Board approved the minutes of the Board meeting held on April 2019.
The Board approved the minutes of the Board meeting held on 28 April 2019.
Resolved to publish the draft minutes of the AGMM held on 10 May 2018 and to include them in the Agenda for the upcoming AGMM in June 2019.
WHEREAS on 31 May 2019, NomCom provided the Board with a list of nominations, including 8 nominations for five open Board seats, 3 nominations for one open Governance Committee seat, 9 nominations for two PDWG co-chair seats, and 3 nominations for one NRO ASO AC seat;
WHEREAS the Board is required to approve nominations to Board seats and Governance Committee seats;
WHEREAS the Board is not required to approve nominations to PDWG Chair or NRO ASO AC seats;
RESOLVED to approve all the Board and Governance Committee nominations, subject to NomCom eliminating any that do not satisfy requirements set in the election guidelines, AFRINIC Bylaws, or other relevant documents.
WHEREAS the election process contains a timeline and specifies that the timeline "shall be used as far as practicable”, and specifies that"Minor deviations do not need to be approved by the Board”;
WHEREAS the timeline specifies that, 30 days before the election, NomComshould announce the candidate list and the comment period should start;
WHEREAS on 3 June 2019, approximately 16 days before the election,NomCom announced the candidate list and the comment period started;
RESOLVED to note that the late announcement of the candidate list and the late start of the comment period constitutes a minor deviation from the timeline;
RESOLVED that the deviation is retrospectively approved by the Board, notwithstanding the Board’s opinion that the deviation is minor.
Resolved to request the Chair to draft and communicate a reply to the representative of Liquid Telecom, which best reflects the Board's position.
WHEREAS the Board has taken cognizance of the request of the representative of Liquid Telecom for the inclusion of a draft special resolution to the agenda of the forthcoming AGMM, sought and obtained legal advice on this matter, and having regard to resolution 201906.491;
RESOLVED not to accede to his request.
The Board resolved to approve the Notice of the Annual General Members' Meeting to be held on 20 June 2019 with changes as discussed.
The Board approved the minutes of the Board meetings held on 31 May 2019 with amendments.
The Board approved the minutes of the Board meetings held on 04 June 2019 with amendments.
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 USD 1,300,000 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 any bank account forming part of the Strategic Cash Reserve shall require three signatures, comprising of the CEO, AND the Finance Director, AND either the Chairman or the Vice-Chairman of the Board.
WHEREAS the Chief Executive Officer, Alan Barrett, has resigned with effect from 26 July 2019;
RESOLVED to appoint Mr Patrisse Deesse, the Finance and Accounts Director, as Interim Chief Executive Officer effective as from 1 July 2019, until such time that a new Chief Executive Officer is appointed.
WHEREAS the Audit Committee has proposed the Directors’ Declaration of Interests policy;
RESOLVED to approve the document;
RESOLVED that all directors shall be bound by the policy.
WHEREAS the Board has reviewed the procedures for the appointment and removal of AFRINIC Board Appointees;
RESOLVED to adopt the procedures document, as amended.
RESOLVED to appoint Mr Bhojendranath Radhakissoon as Company Secretary of the African Network Information Centre (AfriNIC) Ltd.
WHEREAS the Board elections were held during the AGMM in Kampala, Uganda on the 20 June 2019;
WHEREAS Prof Habib Youssef and Mr Oluwaseun Ojedeji were elected to the Board of AFRINIC for a 3-year term;
WHEREAS Mr Vika William Mpisane and Mr Robert Ford Nkusi were elected to the Board of AFRINIC for a 2-year term;
WHEREAS Dr Ousmane Ly's appointment to the Board ended on the day of the AGMM;
WHEREAS Dr Emmanuel Adewale Adedokun was elected to replace Dr Ousmane Ly to the Board of AFRINIC for a 3-year term;
RESOLVED to remove Dr Ousmane Ly from the List of Directors and Members at the Registrar of Companies of Mauritius with immediate effect;
RESOLVED to add Dr Emmanuel Adewale Adedokun to the list of Directors and Members at the Registrar of Companies of Mauritius with immediate effect.
RESOLVED to update the list of Directors and Members at the Registrar of Companies of Mauritius, if necessary, to reflect new information for Prof Habib Youssef, Mr Oluwaseun Ojedeji, My Vika William Mpisane and Mr Robert Ford Nkusi.
WHEREAS Dr Ousmane Ly's appointment to the Board ended on the 20 June 2019;
RESOLVED to thank Dr Ousmane Ly and to convey to him the Board’s appreciation for his services to AFRINIC and its community during his appointment.
WHEREAS the Board has to elect a Chairman and a Vice-Chairman
RESOLVED to appoint Dr Christian D. Bope as Chairman and Mr Robert F. Nkusi as Vice Chairman, for a period of 1 year and until the start of the next board meeting at which elected directors to take their seats.
WHEREAS there is a need to reconstitute the Board Standing Committees;
RESOLVED that the Committees are reconstituted as follows;
Finance Committee: S. Moonesamy, Dr E. Adedokun, Dr C. Bope, Prof H. Youssef and Alan Barrett
Remuneration Committee: S. Ojedeji, S. Ilunga, V. Mpisane, S. Moonesamy, Prof H. Youssef and Alan Barrett
Audit Committee: S. Ojedeji, S. Ilunga, V. Mipsane and R. Nkusi
WHEREAS the Remuneration Committee has recommended that [REDACTED] be appointed to provide services related to the recruitment of a new CEO;
RESOLVED to approve the recommendation;
RESOLVED that the CEO is authorised to sign a suitable service contract;
RESOLVED that the Remuneration Committee is authorised to approve expenses up to [REDACTED] related to the CEO recruitment.
It is RESOLVED THAT the present bank signatories be revoked.
THAT the following persons be appointed bank signatories of the Company:
[REDACTED]
THAT the mode of signatures of the Company, for all bank transactions be EITHER two “A” Signatories OR One “A” Signatory and One “B” Signatory; with the exception of the Cash Reserves Accounts which shall require THREE signatories namely: [REDACTED] and [REDACTED] OR [REDACTED]
THAT the above-mentioned signatory persons be authorised to act in accordance with the Company authorisation policy except for any transaction in excess of US$ 100,000/- or equivalent in any other currency, must be approved by the Board.
THAT the present Internet banking access is revoked.
THAT following the following be granted access rights to our Internet Banking facilities as per roles as indicated.
[REDACTED]
THAT the Company Secretary be instructed to inform the Company’s bankers of the above relevant policies and resolutions.
WHEREAS a proposal to host the AIS'20 meeting has been received from ISPA-DRC;
RESOLVED to hold the AIS'20 meeting in Kinshasa, DRC, in May or June 2020;
RESOLVED that the CEO is authorised to sign an MoU with the local hosts.
The Board approved the minutes of the Board meetings held on 14 and 15 June 2019 with amendments.
The Board approved the minutes of the Board meetings held on 21 June with amendments.
It is RESOLVED:
*THAT *the existing eCommerce Merchant Account (*REDACTED*) be configured for EURO and ZAR processing in AFRINIC name with the SBM Bank (Mauritius) Ltd
*THAT *the eCommerce proceeds to be credited to AFRINIC accounts at SBM Bank (Mauritius) Ltd as follows:
For Euro proceeds to be credited to Account number *REDACTED*
For ZAR proceeds to be credited to Account number *REDACTED*
WHEREAS there is a need to reconstitute the Technical Committee;
RESOLVED that the Committee is reconstituted as follows;
Christian D. Bope, Adedokun E. Adewale, Robert F. Nkusi, Chief Executive Officer
WHEREAS the proposed policy*AFPUB-2018-v4-001-DRAFT-01* (SL Update )has passed through the Policy Development Process;
WHEREAS the Policy Development Working Group’s Chairs have referred to the proposed policy to the Board for ratification;
RESOLVED that the policy is ratified by the Board.
WHEREAS the proposed policy*AFPUB-2019-v6-001-DRAFT-02* (IPv6 PI Clarification ) has passed through the Policy Development Process;
WHEREAS the Policy Development Working Group’s Chairs have referred to the proposed policy to the Board for ratification;
RESOLVED that the policy is ratified by the Board.
1. BANK SIGNATORIES
It is RESOLVED:
THAT the present bank signatories be revoked.
THAT the following persons be appointed bank signatories of the Company for accounts held with the [REDACTED] and the [REDACTED]
[REDACTED]
THAT the mode of signatures of the Company, for all bank transactions be EITHER two “A” Signatories OR One “A” Signatory and One “B” Signatory; with the exception of the Cash Reserves Accounts which shall require THREE signatories namely:, [REDACTED]
THAT the above-mentioned signatory persons be authorised to act in accordance with the Company authorisation policy except for any transaction in excess of US$ 100,000/- or equivalent in any other currency, must be approved by the Board.
2. INTERNET BANKING ACCESS
It is RESOLVED:
THAT the present Internet banking access is revoked.
THAT following the following be granted access rights to our Internet Banking facilities as per roles as indicated.
[REDACTED]
THAT the Company Secretary be instructed to inform the Company’s bankers of the above relevant policies and resolutions.
WHEREAS the Board has taken cognizance of several corporate governance issues within AFRINIC emanating from the community-
RESOLVE TO APPOINT an ad-hoc committee comprising of
- Adiel Akplogan (Past CEO)
- Alan Barrett (Past CEO)
- One Board appointee
- One CoE appointee
- One GC appointee
- A community representative from each region as suggested
- Paul Wilson (NRO)
RESOLVE that the ad-hoc committee will draft its Terms of Reference, will examine these issues and suggest workable solutions to address same.
WHEREAS the Board has constituted an ad-hoc committee as per resolution 201909.516
RESOLVE to appoint Mr Robert Ford Nkusi as Board Appointee to the ad-hoc Committee.
The Board approved the minutes of the Board meetings held on 23 August 2019 with amendments.
The Board approved the minutes of the Board meetings held on 6 September 2019 with amendments.
WHEREAS the Board has reviewed resolution Resolution 201909.517 and taken note of suggestions made, decided to amend the composition of the Adhoc Committee by deleting bullet point no.6 and replacing same by Prof Habib Youssef.
WHEREAS the Board has drafted a problem statement for submission to the Adhoc Committee as per resolution 201910.516;
RESOLVE that this Committee takes into consideration this problem statement in the drafting of its Terms of Reference;
RESOLVE that the Committee report to the Board within the next 6 months.
WHEREAS the Remuneration Committee has proposed the Acting Allowance policy for board approval;
RESOLVED to approve the document as submitted.
WHEREAS the Board has passed resolution 201906.501 to appoint Me Bhojendranath Radhakissoon as Company Secretary;
WHEREAS the Board has discussed the implementation of the resolution 201906.501;
WHEREAS due to unforeseen circumstances, the resolution could not be implemented;
RESOLVE to revoke resolution 201906.501.
WHEREAS the Board Standing Committees have reviewed their respective charters;
WHEREAS the Board has considered the proposed amendments;
RESOLVE to approve the charters with amendments.
WHEREAS the Board has taken cognisance of the letter of resignation of Mr Robert Ford Nkusi as Board Member;
RESOLVED to accept the said letter and thank Mr Robert Ford Nkusi for his contribution to AFRINIC.
WHEREAS Mr Robert Ford Nkusi has submitted his resignation;
WHEREAS the Board has accepted the resignation as per resolution 201910.525;
RESOLVED to notify the Registrar of Companies of the resignation of Mr Robert Ford Nkusi and update the Registers of Members and Directors ;
RESOLVED to remove Mr Robert Ford Nkusi as a bank signatory of the company.
WHEREAS the Board has considered the report of the CEO Search Committee;
RESOLVED to accept the recommendation of the CEO Search Committee relative to the appointment of the Chief Executive Officer of AFRINIC Ltd.
WHEREAS the Board has appointed Mr Eddy Mabano Kayihura as the Chief Executive Officer of African Network Information Centre (AfriNIC) Ltd ['the Company'] with effect from 04 November 2019;
IT IS THEREFORE RESOLVED that Mr Eddy Mabano Kayihura be appointed as Director and Member of the Company with the Registrar of Companies.
WHEREAS the AFRINIC-31 meeting is planned to be held at the Hotel deConvencoes de Talatona in Luanda, Angola in December 2019;
RESOLVED that the CEO is authorised to sign the two contracts with the hotel;
RESOLVED to approve payment of USD 180,110 to the hotel for the conference.
WHEREAS, at its last Annual General Members' Meeting held on 20 June 2019 in Kampala, Uganda PricewaterhouseCoopers, a firm of auditors, was appointed as auditor for the African Network Information Centre (AfriNIC) Ltd (“the Company”) to hold office until the conclusion of the next Annual General Meeting.
WHEREAS, by letter dated 28 October 2019 the aforesaid auditor has now submitted its resignation as auditor of the Company, thus causing a casual vacancy in the office of the auditor of the Company.
IT IS THEREFORE RESOLVED THAT pursuant to the provisions of Article 15.3(v) of the Company’s Bylaws and Section 195(2) of the Companies Act 2001, REDACTED be and are hereby appointed as auditor of the Company to fill the said casual vacancy caused by the resignation of PricewaterhouseCoopers.
IT RESOLVED FURTHER THAT REDACTED be and are hereby appointed as auditors of the Company and they shall hold the office of the auditor of the Company from the date of this resolution**until the conclusion of the ensuing Annual General Members' Meeting and that they shall conduct the Statutory Audit for the period ending 31 December 2019 on such remuneration as may be fixed by the Board of Directors in consultation with them.
WHEREAS the position of Vice-Chairman of AFRINIC Board is vacant;
RESOLVED to appoint Mr Subramanian Moonesamy as Vice-Chairman until the start of the next board meeting at which elected directors to take their seats.
The Board approved the minutes of the Board meetings held on 10th and 11th October 2019 with amendments.
The Board approved the minutes of the Special Board meeting held on 13 October 2019.
The Board approved the minutes of the Special Board meeting held on 13 October 2019.
WHEREAS a budget for the financial year 2020 has been presented;
WHEREAS the Finance Committee has presented its report and recommendations to the Board;
RESOLVED to approve the budget.
WHEREAS the Audit Committee has recommended [REDACTED] as AFRINIC’s Whistleblower service provider;
RESOLVED to approve the recommendation of the Audit Committee.
WHEREAS the Remuneration Committee has recommended a Code of Conduct for AFRINIC employees.
RESOLVED to approve the document;
RESOLVED that the Code of Conduct shall be effective from the date of its approval.
WHEREAS the present Finance and Accounting Director is leaving his position on 07 January 2020;
RESOLVED to authorise the Chief Executive Officer to enlist the collaboration of a consultant to assist in the financial management of the company pending the recruitment of a Chief Financial Officer.
WHEREAS, at its meeting of 12 May 2019, the Board had set up a CEO Search Committee and the responsibility thereof was assigned to the existing Remuneration Committee;
WHEREAS, the CEO Search Committee has completed its work;
RESOLVED that the CEO Search Committee is hereby dissolved;
RESOLVED the Remuneration Committee be reverted to its initial Terms of Reference.
The Board resolved to appoint Seun Ojedeji as Board Liaison to the Governance Committee for a one - year term from January 2020 to December 2020.
WHEREAS the Board has decided to reconstitute the Board Standing Committees;
RESOLVED that the Committees are reconstituted as follows;
Remuneration Committee: Oluwaseun Ojedeji, Vika Mpisane, Habib Youssef, CEO;
Finance Committee: Subramanian Moonesamy, Oluwaseun Ojedeji, Adewale Adedokun, Christian Bope, CEO;
Audit Committee: Habib Youssef, Adewale Adedokun, Serge Ilunga;
Technical Committee: Christian Bope, Vika Mpisane, Subramanian Moonesamy, Serge Ilunga, CEO.
It is RESOLVED:
THAT the present bank signatories be revoked.
THAT the following persons be appointed bank signatories of the Company:
[REDACTED]
THAT the mode of signatures of the Company, for all bank transactions be EITHER two “A” Signatories OR One “A” Signatory and One “B” Signatory;
with the exception of the Cash Reserves Accounts which shall require
THREE signatories namely: [REDACTED]
THAT the above mentioned signatory persons be authorised to act in accordance with the Company authorisation policy except for any transaction in excess of US$ 100,000/- or equivalent in any other currency, must be approved by the Board.
2. INTERNET BANKING ACCESS
It is RESOLVED:
THAT the present Internet banking access be revoked.
THAT following the following be granted access rights to our Internet Banking facilities as per roles as indicated.
[REDACTED]
WHEREAS the Board considered the Board Handbook;
RESOLVED to approve the Board Handbook as amended.
The Board resolved to re-appoint Wafa Dahmani to the NRO NC / ASO AC for a one-year term from 1 January 2020 to 31 December 2020.
The Board resolved to appoint Daniel Nanghaka to the GovernanceCommittee for a two-year term from 1 January 2020 to 31 December 2021.
