[AfrICANN-discuss] Nomination du Directeur par interim

Sun Jan 11 06:45:21 UTC 2015

Greetings! 

It seems that this is going to be a big issue in the community.

I found it difficult to agree with the method used to appoint/hire a new CEO. The "searching" process used is not common and as it is may not satisfy everyone to be a fair and open method (as we see it now).

The search/selection if the CEO should have been done by a neutral  and professional firm through advertisement even if it would be expensive. It is still possible to go that way compared to what is about to happen due to  the misunderstanding unless the Board decides to bulldoze?

Have a good 2015 everyone

Yassin

Sent from Samsung Mobile

-------- Original message --------
From: gehoumi <gehoumi at benintelecoms.bj> 
Date:08/01/2015  22:32  (GMT+02:00) 
To: africann at afrinic.net,"rpd >> AfriNIC Resource Policy" <rpd at afrinic.net>,afnog <afnog at afnog.org> 
Subject: [AfrICANN-discuss] ***SPAM*** [afnog] Nomination du Directeur par	interim 

ENGLISH

Dear Board members,

It may be good to separate the matters here.  

1) the 17.3  which as  said by the legal counsel "was added to the bylaws following community approval"  and  approved by the board through its resolution 201211.160, which took effect from January 2013 and 

2) its applicability to the Interim CEO

It looks surprising  that the Regional Internet Registry, a non for profit, regional community driven organization, is seen as an normal  mauritian company  and so, can not  define and apply some governance practices to protect its community interest, improving trust and accountability. 

Something  should have been done about it.  Also in case of  confusion/doubt,  shouldn't  the spirit of the bylaws and community interest  prevail ?

3) Now, even Mr. Adiel has suspended his participation to the Board,  why all of this ?

Happy new year 2015 !

Gregoire EHOUMI

BENIN TELECOMS

+229 90 03 65 76

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
FRENCH

Chers membres du Conseil Administration,

Il serait bon de séparer les choses ici.

1) Le point 17.3 qui, selon le conseiller juridique "a été ajoutée aux statuts suite à l'approbation de la communauté» et a été approuvé par le Conseil Administration dans sa résolution du 201211.160, et qui a pris effet à partir de Janvier 2013 et

2) son applicabilité au Directeur General par Interim
Il semble étonnant que le Registre Internet Régional, une organisation à but non lucratif, une organisation axé sur la collectivité régionale, est considérée comme une société mauricienne normale et donc, ne peut pas définir et appliquer certaines pratiques de gouvernance afin de protéger les intérêts de la communauté, améliorer la confiance et la responsabilité.

Quelque chose aurait dû être fait à ce sujet. Aussi en cas de confusion / doute,  l'esprit des statuts et de l'intérêt de la communauté ne devront pas-ils prévaloir?

3) Maintenant, même M. Adiel a suspendu sa participation au Conseil, pourquoi tout cela?

Heureuse année 2015 !

Gregoire EHOUMI

BENIN TELECOMS

+229 90 03 65 76

Le 2 janv. 2015 à 06:45, afnog-request at afnog.org a écrit :

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Today's Topics:

  1. Re:  [rpd] Nomination du Directeur G?n?ral (DG) par int?rim
     de AFRINIC (Kofi ANSA AKUFO)

----------------------------------------------------------------------

Message: 1
Date: Fri, 2 Jan 2015 09:44:59 +0400
From: Kofi ANSA AKUFO <kofi.ansa at gmail.com>
To: Andrew Alston <Andrew.Alston at liquidtelecom.com>
Cc: "disc >> AfriNIC Discuss" <members-discuss at afrinic.net>, AfrICANN
	list <africann at afrinic.net>, "rpd >> AfriNIC Resource Policy"
	<rpd at afrinic.net>, afnog <afnog at afnog.org>
Subject: Re: [afnog] [rpd] Nomination du Directeur G?n?ral (DG) par
	int?rim de AFRINIC
Message-ID:
	<CAOR+LwCObE9i8+Js+sGROkR8SEB-7Yk73dsNf06uABvw4aQ=4g at mail.gmail.com>
Content-Type: text/plain; charset="utf-8"

Hi Andrew,

EN: See my responds inline - lets encourage discussions in english and
french in 2015.

FR: Trouver ma r?ponse ? votre message en ligne - en 2015 nous encourageons les
discussions en anglais et en fran?ais.

On 1 January 2015 at 09:54, Andrew Alston <Andrew.Alston at liquidtelecom.com>
wrote:

Hi Kofi,

I am responding to this only having spoken to the chair of the board
before doing so, since I was very much in to minds about if I should
dignify this with a public response.  However, after thinking about it,
there are issues raised below that need to be addressed.

EN: I am open to constructive discussion and freedom of opinions - you can
change your hat at anytime do not feel obliged.

FR: Je suis ouvert ? une discussion constructive et de la libert? d'opinions.
Vous pouvez changer votre chapeau ? tout moment ne vous sentez pas oblig?.

Firstly, your argument that the legal advisor be recused because he is
Mauritian and this represents a conflict of interest is in my mind, nothing
short of nonsensical.  To practice law in a particular country, you
generally need to be licensed in that country, and have an understanding of
the laws of the nation in which you work.  It goes without saying that it
will generally be Mauritians arguing Mauritian legal issues, since they are
the most knowledgable on their countries own laws.

EN: There are many non Mauritians who can advise independently.

FR: Il ya beaucoup de non Mauriciens qui peuvent conseiller ind?pendamment.

Secondly, unless the legal council stood to gain from his advice and
potentially get the job himself, there is no conflict.

EN: A national of the implied country benefits and the lawyer hails from
the same country. This violates the truly independent intent of the counsel.

FR: Il y a b?n?ficie pour ressortissant du pays et l'avocat est originaire
du m?me pays. Ceci viole l'intention v?ritablement ind?pendant de l'avocat.

The legal definition of conflict of interest is as follows:
*A term used to describe the situation in which a public official or fiduciary who, contrary to the obligation and absolute duty to act for the benefit of the public, or a designated individual, exploits the relationship for personal benefit, typically pecuniary.*

EN: That's for individual but when acting in public trust as in Afrinic one
should be held to a higher level of accountability requiring we are not
casual.

FR: C'est pour personne, mais agissant dans la confiance du public comme
dans AFRINIC, nous devraient ?tre tenus ? un niveau plus ?lev? de
responsabilit? nous ne devraient etre pas occasionnel.

If you are alleging that the advice from council falls within this
definition, I would challenge you publicly to demonstrate the benefit
derived by council.

EN: Moral obligation and accountability is of utmost importance

FR: L'obligation morale et la responsabilit? est d'une importance extr?me

Now, on to another issue.  Firstly, there are many cases where the exact
criteria within a company for a CEO do not necessarily apply to an acting
or interim CEO.  In many cases infact, the CEO appoints an acting when he
goes on leave for example and does not even require board approval to do
so.  This in unique from that scenario in the fact that we are referring to
an interim CEO and not an acting, but by and large they amount to the same
thing, an individual in a caretaker role.  The bylaws give no criteria for
such caretaker positions.

EN: Just follow AFRINIC Bylaws or follow the procedure to amend bylaws DO
NOT argue or wish it away - there is no room for double standards.

FR: Il suffit de suivre AfriNIC Bylaws
<http://www.afrinic.net/en/about-us/bylaws?start=16> ou modifier statuts Ne
pas discuter ou souhaiter loin. Il n'y a pas deux poids deux mesures.

Secondly, even if you wish to believe that the criteria that stops a
national of the hosting country being CEO applies to the interim position,
that does not override the fact that council has advised that the clause
may well be struck down in a court of law.  To clarify a little, the clause
could be seen as discriminatory and would fall foul of legislation that
stops discrimination.

EN: You are welcome to proposed Bylaws
<http://www.afrinic.net/en/about-us/bylaws?start=16> modification at AGM
but in the meantime advice leads to violation of bylaws in favor of a
Mauritian.

FR: Vous ?tes invit?s ? une proposition de modification des Bylaws
<http://www.afrinic.net/en/about-us/bylaws?start=16> ? l'AGA, mais dans les
conseils d'intervalle m?ne ? la violation des r?glements en faveur d'un
Mauricien.

It is my personal view (taking my other hats off for a second), the the
clause is the equivalent of saying ?The CEO may not be a member of the
official religion of the country in which AfriNIC is hosted?, and yes,
while this is a bizarre example, the principles remain the same.

EN: Sounds inflammatory again you are welcome to make a proposal to amend
the bylaws if you wish but in the meantime the board is obligated to follow
it. Board SHOULD NOT make new laws on the fly.

FR: Sons inflammatoire mais vous ?tes invit?s ? faire une proposition
visant ? modifier les statuts si vous le souhaitez, mais dans l'intervalle, le
conseil est tenu de suivre. Conseil NE DEVRAIT PAS faire de nouvelles lois
sur la vol?e.

To enforce that clause would potentially open AfriNIC to legal
liability, and I might point out that one Mauritian individual (who is
neither an employee nor has any personal stake in this) already raised the
question of the legality of that clause in an informal discussion between
various people.

EN: Well this could be an argument in your proposed bylaws modification
but meanwhile the board MUST follow the existing bylaws.

FR: cela pourrait ?tre un argument dans votre proposition de modification
bylaws mais en attendant, le conseil doit suivre les r?glements existants.

With regards to your comments about votes of no confidence.  If the
community feels that the board is not leading them in the way they feel is
serving of the community, it is the right of any member of the community to
bring a motion before the floor of an AAGM provided they follow the
processes to do so and can then garner sufficient support from the floor to
pass the motion.  In this particular case, the board has striven to be fair
and equitable and act within their delegated fiduciary duties and within
the bounds of the law as advised by legal council.  Should a member of the
community feel that such actions, which the board felt were in the best
interests of the community, are grounds for such a motion, provided the
processes are followed, both within the context of the bylaws and (where
the bylaws are silent or there is an overriding section in the Mauritian
companies act), they are free to bring such a motion.  The board is
confident that the community at large will see that it has attempted to act
in good faith and in the best interests of AfriNIC and its community.

EN: Dont be misled the boards conduct in recent times is not close to that
especially when it does NOT adhere to the spirit of the bylaws the
community has ratified.

FR: Ne pas ?tre induit en erreur, les conseils est proche de celle surtout
quand il ne adh?re pas ? l'esprit des bylaws de la communaut?.

Cheers

Kofi Ansa Akufo

 From: Kofi ANSA AKUFO <kofi.ansa at gmail.com>
Date: Wednesday, December 31, 2014 at 8:15 PM
To: Sunday Folayan <sfolayan at gmail.com>
Cc: "disc >> AfriNIC Discuss" <members-discuss at afrinic.net>, AfrICANN
list <africann at afrinic.net>, "rpd >> AfriNIC Resource Policy" <
rpd at afrinic.net>
Subject: Re: [rpd] Re: Appointment of an Interim CEO for AFRINIC

   Dear Mr. Chairman and Board of Directors

Thank you for the timely response.

First of all I understand the legal counsel is a national of the country
of the headquarters of AFRINIC which in itself exposes a conflict of
interest regarding interpretation of the by-laws. This requires the said
legal advisor to be RECUSED ( e.g. excuse oneself from a case because of
a possible conflict of interest or lack of impartiality)

Secondly regardles of the adjective qualifying the CEO appointment, be
it INTERIM, ACTING, SUBSTANTIVE etc there is no distinction with respect to
the duties and responsibilities of functions of the CEO role.

In  other word it is inappropriate for the board of directors to resort to
semantics to diferentiate titles to the same role function.

At this juncture I will advise the board of directors to reconsider
their appointment following the by-laws.

This is a critical and sensitive decision which must be addressed
IMMEDIATELY to prevent vote of no confidence in the AFRINIC board of
directors which may lead to dissolution of the board.

Let me use this opportunity to also wish the community Happy,
Prosperous, Productive and Accountable New Year - 2015 !!!!!.

cheers

Kofi Ansa Akufo

On 31 December 2014 at 20:37, Sunday Folayan <sfolayan at gmail.com> wrote:

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Dear Colleagues,

Further to my earlier email, Mr Patrisse Dissee is from Mauritius.

The Search Committee, before presenting the final slate of Interim CEO
candidates to the Board, did seek the advise of the AFRINIC Legal
Counsel regarding the Interim CEO eligibility around nationality,
specifically Article 17.3.

The response of the counsel is:

<BEGIN LEGAL>
Appointment of the Interim CEO
As a matter of good practice, where the Board is confronted with an
issue which sounds and/or looks confusing, the bylaws in the first
place has to be examined to look for a clarification. Where the
obscurity still prevails after this first step, the Company?s Act will
have to be perused to try and work out a solution.

It is according to me important that the board be agreed on the
meaning of an ?interim appointment?.

The ordinary meaning of ?interim? in the Cassell?s English Dictionary
is temporary or provisional.

It is now apposite to consider Art 17 of the bylaws generally in the
first place and as a second step Art 17.3 specifically.

What one can gather from a cursory reading of Art 17 are inter alia
the following:-

The CEO
(1) is appointed by the Board by a majority vote.
(2) May be removed by ?.. an affirmative vote of two- thirds of all
other directors?
(3) Cannot be appointed from the nationals of the country hosting the
company?s seat.

The ?Art 17.3? prohibition
This prohibition was the result of an amendment brought to the bylaws
following community approval.

[ I have drawn attention to the fact that this prohibition may be
struck down on grounds of unconstitutionality by the Supreme Court if
ever any Mauritian national challenges same. It does look illogical
for a Mauritian not to be able to be employed by a Mauritian Company
in whatever capacity. This may also open the door to an enquiry by the
Equal Opportunities Commission in the event that a report to that
effect is made there.]

Be that as it may, it is my considered opinion that the prohibition
does not apply to an interim appointment. Why do I say that?
(i) The position of ? interim CEO? is not found in the Company?s bylaws.
(ii) There is no express provision for the qualifications required of
an interim CEO. As such it is for the Board to prescribe such
qualifications.
(iii) The Board, without infringing the provisions of Art 17.3, may
appoint, [without creating any precedence] any one it deemed fit,
Mauritian, in house or otherwise, to fill in the interim position. The
letter of appointment for that interim recruitment must be rigorously
drawn up. Moreover it will not be out of place to make this
appointment the subject matter of a formal board resolution[ May be
this is already the case]

(iv) It is the board which felt the need to have an interim
appointment to ensure both a proper handing over and enough time to go
through the recruitment process. This context has to be borne in mind.

Is there any gender issue?
Art 17 of the by laws read together with the Section 5 of the
Interpretation and General Clauses Act of 1982 do not create a gender bar.

This section reads as follows ?
(5) ? General rules of Interpretation-
  (1)-Words imputing the masculine shall include the feminine and
the
neuter.

The appointment of the CEO as Director.
Do note that the Board approves the appointment of the CEO as an
employee of the company. But the CEO becomes a member of the Board in
an ex-officio capacity by reason of the said appointment.

The ambit of Art 13.14.
This article deals with the filling of vacancies at Board level where
a casual vacancy has occurred. One should not read more than this in
this article. It definitely has nothing to do with the appointment of
the CEO-interim or other wise.

I remain at your disposal for any further clarification you may require".
<END LEGAL>

The Board was guided by a deep sense of fairness and of course, its
fiduciary responsibility.

Thank you very much for your continued care and support for AFRINIC.
The Board remains at members disposal for any clarification on its
actions.

Sincerely,

Sunday Folayan
Board Chair

On 31/12/2014 07:19, Kofi Ansa Akufo wrote:
Dear Mr. Chairman

Thank you for the update and congratulations to Patrisse for
assuming the interim CEO role.

What is the nationality of Mr. Patrisse Deesse? Is he a national of
Malawi?

I would however like clarification of article 17.3 of the AFRINIC
Bylaws which states;

"The nationals of the country hosting the headquarters of AFRINIC
shall be ineligible for appointment to the office of Chief
Executive Officer"

The current by-laws does not currently define clearly the protocols
of appointing an interim CEO so what framework is currently used to
appoint interim CEO?

Could persons appointed to interim CEO include nationals of the
country hosting the headquarters of AFRINIC?

Thank you

Kofi Ansa Akufo Technical Consultant iNET Communications Ltd.
E-mail: kofi.ansa at inet.com.gh

----- Original Message ----- From: "Sunday Folayan"
<sfolayan at gmail.com> To: "members-disc >> AfriNIC Discuss"
<members-discuss at afrinic.net> Cc: "AfrICANN list"
<africann at afrinic.net>, "rpd" <rpd at afrinic.net> Sent: Wednesday,
December 31, 2014 9:14:55 AM Subject: [rpd] Appointment of an
Interim CEO for AFRINIC

Dear Members and Friends,

As part of the ongoing process to find a successor to our founding
CEO, I am pleased to announce the appointment of Mr Patrisse
Deesse at the Interim Chief Executive Officer of AFRINIC.

Patrisse joined AFRINIC in September 2007 as Finance and
Administration Manager. He has been involved in all aspects of the
organisation including Finance, Human Resources and
Administration. He worked on and implemented several projects
relating to Billing and set up of the financial processes and
procedures.

Prior to working at AFRINIC, his previous work experience extends
over 30 years at a large international conglomerate in Malawi (one
of the largest private Companies in the country) in accounting,
occupying several senior managerial positions, including Head
Office Accountant and Treasury Manager. He is Exposed to
international management practices and standards in a multicultural
environment. He is a Fellow member of an International Accounting
body.

Until his appointment, Patrisse was the Finance and Accounts
Director of AFRINIC. In his new role, He will lead the AFRINIC
team, pending the appointment and resumption of the substantive
Chief Executive.

The process of the recruiting the Chief Executive Officer Board
has entered the candidates evaluation phase. The Board is pleased
with the progress made so far.

Congratulations Patrisse.

Best Regards ...

Sunday Folayan Chair, AFRINIC Board
_______________________________________________ rpd mailing list
rpd at afrinic.net https://lists.afrinic.net/mailman/listinfo.cgi/rpd

From: "Sunday Folayan" <sfolayan at gmail.com> To: "members-disc >>
AfriNIC Discuss" <members-discuss at afrinic.net> Cc: "AfrICANN list"
<africann at afrinic.net>, "rpd" <rpd at afrinic.net> Sent: Wednesday,
December 31, 2014 9:14:55 AM Subject: [rpd] Appointment of an
Interim CEO for AFRINIC

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