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The Board approved the minutes of the Board Meeting held on 25 November 2020.
The Board approved the minutes of the Board Meeting held on 11 December 2020 with amendments
The Board approved the minutes of the Board Meeting held on 18 December 2020 with amendments
WHEREAS the Technical Committee has completed its work;
RESOLVED that the Technical Committee is hereby dissolved.
WHEREAS the Board took note of the proposed AFRINIC Mailing Lists' Terms of Use;
RESOLVED to approve the Terms of Use.
WHEREAS the Board has taken note of the WHOIS Database Accuracy Report as submitted by the Management.
RESOLVED that the report be published for the information of the Resources Members and the community-at-large.
WHEREAS there is a need to appoint four members, three community volunteers and one Board Member, to the Nomination Committee 2021 in terms of article 9 of the Bylaws;
WHEREAS persons domiciled in South Africa sub-regions are not eligible in terms of article 9.1 of the Bylaws;
WHEREAS several volunteers from the community expressed an interest;
RESOLVED to appoint Caleb Ogundele Olumuyiwa, Fabian Arbogast Jr and Raymond Mamattah to the Nomination Committee 2021 as community representatives;
RESOLVED to appoint Abdalla Omari to the Nomination Committee as the Board representative.
WHEREAS the Board has reviewed the AFRINIC Election Processes and Guidelines;
RESOLVED to adopt the new Election Processes and Guidelines as amended.
The Board approved the minutes of the Board Meeting held on 20 January 2021 with amendments.
The Board approved the minutes of the Board Meeting held on 17 February 2021 with amendments.
WHEREAS at its meeting held in January 2021, the Board took note of a proposed Terms of Use in respect of AFRINIC's Mailing Lists and requested Management to initiate a consultation with both its members and its Community in respect thereof prior to the implementation of same.
WHEREAS on 02 February 2021, Management opened a Call for Comments in respect of the aforesaid proposed Terms of Use with the deadline set for 28 February 2021.
WHEREAS Management has considered the feedback received following the said Call for Comments and the initial proposed Terms of Use has been amended accordingly.
WHEREAS the initial proposed Terms of Use was subsequently revised.
RESOLVED to approve the revised proposed Terms of Use.
Whereas the PDWG have by consensus suggested the appointment of:
- Mr Vincent Ngundi for a two-year term with effect from April 10th 2021 until the first Public Policy Meeting of 2023
- Mr Darwin da Costa for a one year term with effect from April 10th 2021 until the first Public Policy Meeting of 2022
- Whereas the implementation of the suggestion of the PDWG requires compliance with the provisions of Sec 3.3 third paragraph of the CPM to enable the PDWG to function in terms of its mandate
- Whereas the PDP requires a staggered term for the Co-Chairs
RESOLVED, as an exceptional measure, to approve that Mr Vincent Ngundi and Mr Darwin da Costa complete the term of past Co-Chairs and further serve a duration required to make a 2 year and 1-year term respectively.
The Board approved the minutes of the Board meetings held on 3 March 2021 with amendments.
The Board approved the minutes of the Board meetings held on 25 March 2021 with amendments.
WHEREAS, the Board has taken note of both reports titled '/Report on Performance Management -2020/' and '/Amount Proposed for Bonus - 2020/', both prepared by the Human Resource & Administration Manager and duly reviewed by the Remuneration Committee (RemCo).
RESOLVED to rescind the Board resolution 201611.314.
RESOLVED to proceed with the payment of the Performance Bonus for the year 2020, not exceeding USD 95,000.
Despite the provisions of the current Appeal Committee’s Terms of Reference and in view of 2 members of the Appeal Committee having resigned, the Board resolves that
- pending the review of the Appeal Committee’s Terms of Reference, the Appeal Committee be exceptionally allowed to proceed as a committee of 3 members, and
- the remaining 3 members of the Appeal Committee is considered sufficient to constitute the Appeal Committee’s quorum until the 2 vacancies are filled.
WHEREAS the Board has taken note of the proposed amendments to the Delegation of Authority
RESOLVED to adopt the Delegation of Authority as amended.
The Board approved the minutes of the Board meetings held on 14 April 2021 with amendments.
Resolved to approve the Notice of the 2021 Annual General Members' Meeting which will be held on 4 June 2021.
It is RESOLVED:
THAT The Financial Statements of the Company for the year ended 31 December 2020, as submitted be approved.
THAT Mr Eddy M. Kayihura as Chief Executive Officer and Mr Subramanian Moonesamy as Chairman of the Board be and are hereby authorized to sign the Financial Statements on behalf of the Board.
THAT Mr Eddy M. Kayihura as Chief Executive Officer and Mr Subramanian Moonesamy as Chairman of the Board be and are hereby authorized to sign the Letter of Representation associated with the Financial Statements for the year ended 31 December 2020.
WHEREAS the Board has taken note of Management's proposed organisation structure.
RESOLVED to approve the aforesaid organisation structure with effect from 1 June 2021.
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;
It is RESOLVED:
THAT an additional amount of USD 2,000,000 be added to the Strategic Cash Reserve;
THAT a new Fixed Deposit account be created for this additional amount;
THAT any expenditure or transfers out of the Strategic Cash Reserve bank account shall require three signatures, comprising of the Chief Executive Officer, AND the Head of Finance, AND either the Chairman or Vice-Chairman of the Board;
THAT the Company Secretary be instructed to inform the Company’s bankers of the above resolution.
WHEREAS the Board election was held during the virtual AGMM on the 4 June 2021;
WHEREAS Mr Mark James Elkins was elected to the Board of AFRINIC for a 3-year term;
WHEREAS Mr Vika Mpisane’s term to the Board ended on the day of the AGMM;
RESOLVED to remove Mr Vika Mpisane from the List of Directors and Members at the Registrar of Companies of Mauritius with immediate effect;
RESOLVED to add Mr Mark James Elkins to the list of Directors and Members at the Registrar of Companies of Mauritius with immediate effect
WHEREAS the Board selected Mr Subramanian Moonesamy as Chairman and Prof Habib Youssef as Vice-Chairman of African Network Information Centre (AfriNIC ) Ltd.
RESOLVED to appoint Mr Subramanian Moonesamy as Chairman and Prof Habib Youssef as Vice-Chairman until the first board meeting after the Annual General Members' Meeting 2022.
WHEREAS there is a need to reconstitute the Board Standing Committees;
RESOLVED that the Committees are reconstituted as follows:
- Audit Committee: Serge Ilunga, Benjamin Eshun, Mark Elkins
- Finance Committee: Abdalla Omari, Adewale Adedokun, CEO
- Remuneration Committee: Prof Habib Youssef, Mark Elkins, Oluwaseun Ojedeji
It is RESOLVED:
THAT any one of the following representatives of Executive Services Ltd, namely, Mr Christian ANGSEESING, Mr Didier ANGSEESING and Ms Nathalie DESCELLES-POCHÉ be authorised to provide upon request by any competent authority all basic information and beneficial ownership information of the Company pursuant to Section 190 (6) (a) of the Companies Act 2001.
COUNTERPARTS
It is RESOLVED THAT this document may be executed in counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument.
The Board approved the minutes of the Board Meeting held on 11 May 2021 with amendments.
The Board approved the minutes of the Board Meeting held on 26 May 2021 with amendments.
The Board approved the minutes of the Board Meeting held on 9 June 2021 with amendments.
WHEREAS the Remuneration Committee has reviewed its Terms of Reference
RESOLVED to approve the Terms of Reference as recommended by the Remuneration Committee.
WHEREAS the PDWG Co-Chairs have submitted a proposal "Board Prerogatives on the PDP" (AFPUB-2020-GEN-004-DRAFT02) for ratification;
WHEREAS the legal advice has been obtained to the effect that the proposal as presented pauses serious legal issues as regards to the rights of directors;
RESOLVED not to ratify the policy.
WHEREAS the Board of Directors has taken note that despite its previous resolution dated 14 April 2021 pertaining to the reconstitution of the Appeal Committee, the appointed members thereof have exhibited a reluctance to deliver on their functions.
RESOLVED AS FOLLOWS:
- Having regard to the current status of the Appeal Committee, the current Appeal Committee Terms of Reference, Version 2, dated 26 November 2017 be revoked with immediate effect.
- The Appeal Committee that was reconstituted on 14 April 2021 be revoked with immediate effect.
- For the purposes of section 3.5(1) of AFRINIC’s Consolidated Policy Manual, to approve the Terms of Reference (ToR) of the Appeal Committee, Version 3, dated 8 July 2021.
RESOLVED that notwithstanding the existing business practices adopted by AFRINIC, the following steps are followed in regard to the matter involving Cloud Innovation Ltd or other cases of similar nature:
- Terminate the membership of the concerned organisation / Resource Member;
- Freeze the account of the concerned organisation / Resource Member;
- Take all reasonable steps to inform users about the imminent reclamation of number resources ;
- The actual reclamation of the number resources to occur after a grace period of 90 days.
WHEREAS the Board has taken cognisance of the letter of resignation of Mr Mark Elkins as Board Member;
RESOLVED to accept the said resignation and thank Mr Mark Elkins for his contribution to AFRINIC.
WHEREAS Mr Mark Elkins has resigned from his position as Director;
WHEREAS the Board has accepted the resignation as per resolution 202107.624;
RESOLVED to notify the Registrar of Companies of the resignation of Mr Mark Elkins and to update the Registers of Members and Directors ;
WHEREAS on 23 July 2021, the board of directors was informed of the existence of a Provisional Attachment Order sought and obtained by Cloud Innovation Ltd against AFRINIC;
WHEREAS the board of directors has been apprised already of other cases initiated by Cloud Innovation Ltd against AFRINIC and which are being resisted by its Management and presently pending before the Supreme Court of Mauritius.
WHEREAS the board of directors is aware of the actions taken by its Head of Finance and Accounting, as authorised by the Chief Executive Officer, to prepare the relevant documents for initiating an application for variation of the aforesaid Attachment Order pending the determination of Cloud's Innovation Ltd's application for validation of the said Attachment Order.
RESOLVED that the aforesaid action, including any activities incidental thereto, executed on behalf of AFRINIC, for the purposes of the application for variation [SC/COM/JICA/000471/2021] is fully endorsed and expressly hereby ratified by its board of directors.
WHEREAS the Board has been informed of the urgency of initiating an application on behalf of African Network Information Centre (AfriNIC) Ltd, also known as AFRINIC, in order to seek the removal or reduction of the amounts frozen following the Attachment Order dated 23 July 2021.
RESOLVED to authorise Mr Nirmal Manic, Head of Finance and Accounting, to represent AFRINIC for the purposes of the present application as well as to affirm such affidavit(s) and perform such other act(s), as may be required, on its behalf in connection thereof.
WHEREAS one member of the Audit Committee has resigned;
RESOLVED to reconstitute the Audit Committee with Benjamin Eshun, Serge Ilunga and Prof Habib Youssef
WHEREAS one member of the Remuneration Committee has resigned;
RESOLVED to reconstitute the Remuneration Committee with Prof Habib Youssef, Oluwaseun Ojedeji and Benjamin Eshun
WHEREAS the board has taken note of the Board Paper reference legal cases and legal representations dated 20 August 2021 and;
RESOLVED as per the recommendations made therein.
WHEREAS the Board has taken cognizance of the financial crisis being faced by the Company as well as the various sources of funding being offered;
RESOLVED to authorize the CEO to enter into recognition of debts with third parties to a maximum amount of USD 600,000 to enable the company to be kept afloat pending the disposal of the damages cases entered by Cloud Innovation Ltd against AFRINIC.
WHEREAS the Board of Directors has taken note of the feedback from the Policy Development Working Group with regards to the Appeal Committee Terms of Reference Version 3;
RESOLVED that
The Appeal Committee Terms of Reference Version 3 dated 08 July 2021, be revoked with immediate effect.
For the purposes of Section 3.5(1) of AFRINIC’s Consolidated Policy Manual, that a new Terms of Reference of the Appeal Committee Version 4 dated 23 August 2021 be approved.
WHEREAS on 10 June 2020, the Board of Directors approved a Contingency Policy to cater for non-budgetary items pertaining to unforeseen events and expenses;
WHEREAS the Board of Directors is aware of the existing number of cases involving AFRINIC and that its legal team has been strengthened to enhance its prospect of successfully defending the said cases;
RESOLVED THAT "the Board authorises the allocation of the sum of USD 85,000 from the said Contingency Policy to meet the legal costs viz the invoices from Dentons (Mauritius) and Bhuckory Chambers and any subsequent legal fees”.
WHEREAS the Audit Committee has reviewed its Terms of Reference
RESOLVED to approve the Terms of Reference as recommended by the Audit Committee.
WHEREAS the Finance Committee has reviewed its Terms of Reference
RESOLVED to approve the Terms of Reference as recommended by the Finance Committee.
These resolutions are related to the Court Cases hence are strictly private and confidential.
WHEREAS on 31 August 2020, the CEO solicited the assistance of the Governance Committee for the purposes of conducting a review of AFRINIC’s Code of Conduct.
WHEREAS the Board of Directors has taken note of the outcome of the assignment carried out by the Governance Committee, more so that it has been done after consultation with members of AFRINIC’s Community.
RESOLVED THAT the proposed changes to AFRINIC’s Code of Conduct be adopted.
WHEREAS the Board of Directors has taken note of the need to reconstitute the PDWG Appeal Committee and appoint 5 members in terms of Section A (1) of its Terms of Reference Version 4 dated 23 August 2021;
WHEREAS a Call for Volunteers was initiated on 24 August 2021 and several community members expressed their interests to serve on the PDWG Appeal Committee;
WHEREAS the Board of Directors have considered the expression of interests received from members of its community to serve on the PDWG Appeal Committee;
RESOLVED that:
The PDWG Appeal Committee be composed of:
- Mrs Wafa Dahmani, as representative of the NRO Number Council / Address Supporting Organisation from the AFRINIC region;
- Mr Lucky Masilela, in his capacity as the former director of AFRINIC;
- Mr Ali Hussein, as representative of the Governance Committee
- Dr Sami Salih, in his capacity as former PDWG Chair;
- Mr Janvier Ngnoulaye, in his capacity as an active participant of the PDWG.
The aforesaid committee, as composed, be constituted with immediate effect and shall remain in place until 31 December 2021.
Thereafter, the Appeal Committee shall be reconstituted in accordance with Terms of Reference Version 4 dated 23 August 2021.
WHEREAS, on 26 July 2021 the Board of Directors received a request to recall the PDWG Co-Chairs;
RESOLVED to appoint a Recall Committee pursuant to section 3.5(3) of its Consolidated Policy Manual;
FURTHER RESOLVED that:
(a) a Recall Committee be hereby appointed and that same shall be composed of three members made up as follows:
- Dr Christian D. Bope
- Mr Haitham El-Nakhal
- Dr Ousmane Ly
- Mr Craig Ng, General Counsel APNIC as Observer;
(b) That the role and responsibility of the aforesaid committee shall be to investigate the circumstances of the justification for the recall request and determine the outcome thereof.
(c) That upon the completion of the present assignment, the Recall Committee shall cause its report to be published on the Resources Policy Development mailing list.
The Board approved the minutes of the Board Meeting held on 7th & 8th July 2021 with amendments.
The Board approved the minutes of the Board Meeting held on 21 July 2021.
The Board approved the minutes of the Board Meeting held on 23 July 2021.
The Board approved the minutes of the Board Meeting held on 28 July 2021 with amendments
The Board approved the minutes of the Board Meeting held on 1 August 2021.
The Board approved the minutes of the Board Meeting held on 6 August 2021.
The Board approved the minutes of the Board Meeting held on 18 August 2021 with amendments.
The Board approved the minutes of the Board Meeting held on 23 August 2021.
The Board approved the minutes of the Board Meeting held on 29 September and 6 October 2021 with amendments.
WHEREAS the Finance Committee has updated the Reserve policy;
RESOLVED to approve the document;
RESOLVED that the policy shall take effect from the date of this approval.
WHEREAS the services of C& A Law Chambers were retained for the purpose of consolidating AFRINIC's legal team in ensuring the defence of AFRINIC;
WHEREAS C&A Law Chambers has now submitted their invoice PRI10581 amounting to [ REDACTED ] representing part payment of professional fees for services rendered;
RESOLVED to approve payment to C&A Law Chambers for the sum of [REDACTED].
WHEREAS the Remuneration Committee has recommended the recruitment of Mr Nishal Goburdhan as the Chief Operations Officer;
RESOLVED to accept the recommendation of the Remuneration Committee relative to the appointment of the Chief Operations Officer of the African Network Information Centre (AFRINIC) Ltd.
WHEREAS on 26 October 2021, the Board of Directors constituted the Recall Committee as per resolution 202110.641;
WHEREAS Mr Haitham El-Nakhal, who was a member of the aforesaid committee, has recused himself therefrom on the ground that he was one of the co-authors of the policy proposal titled "RPKI ROAs for Unallocated and Unassigned AFRINIC Address Space AFPUB-2019-GEN-006-DRAFT03" which forms part of the recall petition, and thus in order to avoid all perception of bias;
RESOLVED that the Board resolution 202110.641 be revoked forthwith and the Recall Committee be further reconstituted as follows:
- Dr Christian D. Bope
- Mr Kenneth Yip Tong
- Dr Ousmane Ly
- Mr Craig NG, General Counsel APNIC as Observer
WHEREAS, the Board of Directors is fully aware of all cases, directly or indirectly, concerning or relating to the African Network Information Centre (AfriNIC) Ltd, also known as AFRINIC.
RESOLVED THAT:
Mr Mabano Eddy Kayihura, Chief Executive Officer at African Network Information Centre (AFRINIC) Ltd, also known as AFRINIC, (the "Company") be hereby duly authorised by the Board of Directors to take all actions that he may deem necessary for the defence and protection of the rights and interests of the Company as well as:
- To instruct Counsel and Attorney-at-Law in order that they may enter all main actions, apply for all injunctions, whether interim, interlocutory, or perpetual, whether such actions be based on tort or in contract, to apply for all remedies and reliefs connected with same, to claim all damages, make all seizures, attachments or execution of any sort (and whether provisional or otherwise), to allow same to be cancelled or annulled, to claim, state, contest, compound, finally settle and adjust all claims, to compromise disputes and refer same to arbitration, to sign and execute all necessary bonds, submissions, and references, and to enforce any award;
- To appear for the Company before any Tribunal, Court or other body in Mauritius or elsewhere, either as the applicant, plaintiff, respondent, defendant, third-party or intervenient and to sign and grant any necessary proxy or proxies to any Counsel and Attorney-at-Law of the said Courts and prosecute and defend any suit or suits or other proceedings brought by or against the Company and to proceed to judgment thereon or to suffer judgment, by way of non-suit or default to be entered against the Company and any judgments, order or decree of any of the said Courts, to appeal to any Court of Appeal and/or to the Judicial Committee of the Privy Council and to give necessary securities and sign all necessary bonds upon such appeal, to initiate or defend or give up or withdraw any appeal or proceedings judicial or extra-judicial;
- To swear all affidavits and make all declarations judicial or otherwise, sign all petitions and applications, serve and accept service of any process as may be necessary or desirable at his discretion in connection with or incidental to the matter or matters referred to above and to perform all or any of the obligations imposed on the Company by virtue of the same;
- To claim, state, contest, compound, finally settle and adjust all debts, claims, accounts, reckonings, and demands whatsoever between us and any person or persons whatsoever; and
- To substitute and appoint one or more attorneys or attorneys with the same or more limited powers, to remove such substitute or substitutes, and to appoint others in his or their places.
For the avoidance of doubts, this power of attorney and/or delegation of authority shall apply to all cases directly or indirectly concerning or relating to the Company, whether ongoing or to be lodged.
The Board approved the minutes of the Board Meeting held on 27 October 2021 with amendments.
The Board approved the minutes of the Board Meeting held on 8 November 2021.
The Board approved the minutes of the Board Meeting held on 13 November 2021.
WHEREAS the external auditor BDO Mauritius has submitted its audit plan for the financial year 2021;
RESOLVED to approve the audit plan as recommended by the Audit Committee.
WHEREAS the Board has taken note of the unfortunate demise of Mr Serge Kabwika Ilunga on 23 December 2021;
RESOLVED that the Board Seat 4- Central Africa be declared vacant;
RESOLVED to update the records of the African Network Information Centre (AFRINIC) Ltd at the Registrar of Companies;
WHEREAS the Board of Directors has been informed of the demise of Mr Serge Kabwika Ilunga while serving as an AFRINIC’s Board member,
RESOLVED THAT AFRINIC contributes to the funeral for an amount of [REDACTED]
WHEREAS a budget for the financial year 2022 has been presented;
WHEREAS the Finance Committee has presented its report and recommendations to the Board;
RESOLVED to approve the budget.
WHEREAS there is one vacant seat 5 - Southern Africa on the Board;
WHEREAS the Board has the power to fill the vacancy 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 seat 5 - Southern Africa ;
WHEREAS several persons have expressed interest;
WHEREAS the Board has considered the expressions of interest;
RESOLVED to appoint Mr Sylvio Almada Cabral to seat 5 - Southern Africa
WHEREAS the Board has looked into the circumstances surrounding the writing of the two letters from the Chair received on 18 December 2021 - Letter of Resignation and 24 December 2021 - Letter of Withdrawal respectively as well as a fact-finding exercise carried out by the Audit Committee which concluded that the allegations [no 49] were unfounded,
RESOLVED to accept the letter of withdrawal.
RESOLVED to appoint Mr Benjamin Eshun to the Governance Committee as Board Liaison for the period January 2022 to December 2022.
