[Community-Discuss] [members-discuss] Governance Committe draft version 2

[Douglas Onyango]

Hi Alan,
Following the publication of the Governance Committee proposal v2, I
wish to submit the following comments:

Sections: Preamble:
I think the preamble should also include the legal instrument used by
the board to constitute this committee. Reference to the relevant
clause in the AFRINIC by-laws should be sufficient.

Section 2.3 (interference).
Any other board committee can use this clause to deny the governance
committee information/co-operation, especially when the said committee
and the governance committee don’t see things the same way on a given
matter.

I suggest that this clause be modified to allow “interference” with
respect to 2.1/2 and 4.1/2, where the governance committee is only
requesting information and not actively halting or derailing
proceedings.

Section 3.1.3: Committee SOW exclusions
The exclusions here don’t make sense: the Governance committee is only
advisory in nature, I don’t see why they can’t look into and provide
advice on internal workings of some committees, as long as they can
adhere to privacy and any other rules that these committees are bound
by.


Section 3.1.5: Committee taking on an execution role
This is an execution role, and is at odds with section 2, where the
governance committee is only supposed to play a neutral, advisory
role. It should be expunged. The members of the governance committee
members may discharge such functions, but not as the committee.


Section 3.2.2 (Out of scope) should be removed for reasons already given above.

Section 4.2.2 Committee proposing resolutions
Companies Act is clear on who can propose a motion and committees are
not on that list. This should be appropriately advised.

I think the governance committee should content itself with providing
advise. There should be provision within their charter that allows or
encourages them to push for the implementation or ratification of that
advise, except it take the form of more advise.


Section 4.3 As above, this should be expunged. Further to reasons
given above, I also foresee a potential for abuse with this provision,
where the governance committee can become a cabal and just overturn
the entire institution. I therefore strongly recommend that 4.3 be
removed all together.


Section 4.4.1: The expectation to respond to information requests in a
reasonable timeframe and in good faith should apply to every party
that the governance committee shall request information from. It
shouldn’t be confined to “other AFRINIC-related bodies” as in this
paragraph. The paragraph should be revised accordingly.

Regards,

On 24 November 2015 at 20:41, Alan Barrett <alan.barrett at afrinic.net> wrote:
> Dear Members,
>
> The Board has considered the comments on version 1 of the Governance Committee draft terms of reference, and has prepared the attached updates for version 2.
>
> I attach the following three files:
>
> 1. Version 2 of the draft terms of reference for the Governance Committee;
> 2. A redline document showing changes from version 1 to version 2;
> 3. A table summarising comments received on version 1, and how those comments have been handled.
>
> Note that the Governance Committee is one of the items on the agenda of the Special General Members’ Meeting in Poiunte Noire next week.  The Board will take into account comments made in this mailing list or in the SGMM.
>
> Alan Barrett
> CEO, AFRINIC
>
>
>
>
>
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-- 
Douglas Onyango, PRINCE 2, ITILv3
UG: +256 776 716 138