[Community-Discuss] Closed members and recovered resources

Andrew Alston Andrew.Alston at liquidtelecom.com
Thu Jun 29 09:44:49 UTC 2017


Let me now respond further,

I apologise, I found the audit-co charter online.

I refer to point 3.8 of the charter:

3.8. All decisions of the committee shall be by consensus or unanimous vote of all its members.

What this means is – before the audit-co can put anything in a report back to the wider board – the ENTIRE committee has to agree that it goes into the audit-co report – that is crystal clear.  That limits – heavily – what can be said that will make it into the minutes of a board meeting.  Because – when issues get  controversial – it is entirely plausible (and I cannot confirm or deny due to the NDA if this happened) – that issues never make it into the actual reports.

Furthermore – if you refer to the board minutes – you will note that a report was tabled – the contents of that report however – are in the report itself – they will not appear in the minutes of the actual meeting – and to have this discussion further – I now am asking you to publish that entire report without redaction – since that will show exactly what I have raised and haven’t raised – and anything NOT in that report – please refer to section 3.8 of the charter referred to above.


From: Andrew Alston [mailto:Andrew.Alston at liquidtelecom.com]
Sent: 29 June 2017 12:24
To: Sunday Folayan <sfolayan at gmail.com>; General Discussions of AFRINIC <community-discuss at afrinic.net>
Subject: Re: [Community-Discuss] Closed members and recovered resources


In order to do that – may we audit co report that was presented to the board?  That is covered by the NDA – and there are aspects of that that relate to this directly.

Can you also – for clarity before we get into this – publish the charter for the audit co – because again – to get into this fully – there needs to be points made about EXACTLY what is in that audit-co charter and the rules behind which anyone on the audit-co must operate.


From: Sunday Folayan <sfolayan at gmail.com<mailto:sfolayan at gmail.com>>
Date: Thursday, 29 June 2017 at 12:06
To: General Discussions of AFRINIC <community-discuss at afrinic.net<mailto:community-discuss at afrinic.net>>
Subject: Re: [Community-Discuss] Closed members and recovered resources

Mr Alston,

Your crafty discussions about the NDA fuels a perception that there is a problem(s) which is being hidden from the public.
I think you should start from issues you raised as a Board member, on the board, which the Board did not attend to, or indeed ignored. You are free to refer to specific things in the Board minutes, there are no NDAs there.

Go for that!

On 28/06/2017 11:19, Andrew Alston wrote:
Sunday – I happen to disagree with you – strongly – and I am curious to hear the opinions of the members.

Please keep in mind – I HAVE that letter – I know exactly what it is in – I however, signed an NDA – and I will not disclose the contents of what is in there under any circumstances without it being published.  That being said – I *DO* believe that there is information in there that is material to the members of this organisation – that I do not believe have been disclosed and that should be.

I also do not believe for a second that this is a simple case of one management letter – this is about locking in transparency for the future – today – we have a fairly innocuous document from my understanding – tomorrow – who knows – and I want a situation that guarantees that in the future – we have precedent that will result in total transparency and nothing hidden.

In the coming days – I will be asking a series of questions – and I will explain up front and with transparency exactly what my goals are – and what the limits of those questions will be.

Firstly – under no circumstances will I violate the NDA to which I am a signatory of – I hold myself to standards on that and nothing will convince me to step outside of that.
Secondly – I am deeply concerned about much of what I have seen – and I believe strongly that we need more transparency – and while we have done good work in the last few years that work must continue.  Once I feel, as a member, within my rights and powers granted by the bylaws, that we are in a place where

  1.  The board is bound to follow the bylaws – to the very letter of every clause
  2.  That the board is bound to follow the law – every aspect of it – law which I will not attempt to interpret – there are lawyers on this list for that – and there is in house council – I will merely question based  on my understanding – and then here the responses and learn from them
  3.  The board is acting in the best interests of the community with total transparency at all times – I will let the community through their voice indicate when they feel there is enough transparency – but right now – I am not getting that impression.
  4.  That the corporate governance of the organisation is of international standard and in full compliance with what is running in the NCCG as published in the area in which AfriNIC is domiciled.  While this is partially the function of the governance committee – any question I ask on this list of course may be taken up and looked at by them should they choose to do so – but the creation of such a committee did in no way detract from the rights of members to question what is in effect their organisation.

Then – and only then – will I cease to ask the questions.  As I have said to you openly – and I will say it publicly – the questions that will come over the next few weeks and months have carefully thought about – carefully considered - and they are not meant to do damage – they are meant to provide options – and to create a way for us, as an organisation, as members, to question if the organisation is running the way we, as the collective membership base, believe it should be.  In many cases – there will be no right or wrong answer – but the questions will require thought and deliberation to come to a point which brings this organisation forward rather than backwards.  We have no idea what the boards of tomorrow will look like – we have no idea what tomorrow will bring, and I, as a member, will not leave that to chance.  So – it is time to build the systems of accountability to the community, to ensure that no matter what tomorrow brings, the organisation is on the right path.

My view here is simple – I, as one of only many members, cannot dictate the way the organisation is run.  However, I can question, and ask, openly and transparently, and ensure that through those questions, the community gets to discuss ALL of the issues that are pertinent that they may or may not be aware of – and that – I will do for the long term stability of this organisation.

In regards the current issue – as I have said – if the board is choosing not to publish – I will honour that – because I signed something I will adhere to – but I will also publicly state that I do not agree with the assertion that there is nothing in there that is material to this community.

I draw your attention to the fact that in financial statements – it makes a reference to “net assets attributable to members”, now, my laymans understanding of this is that in effect, we, as members, pay AfriNIC to deliver us a service and because of the way the organisation and RIR’s in general are structured, we also get a say in how that service is done, and in effect, the financial aspects of the company are of concern to the members, since AfriNIC in effect is acting on our behalf in a trust capacity.  To enhance that trust – we need to know that the organisation will honour the rules around non-profit organisations and transparency – and that is something – I plan to fully test.



From: Sunday Folayan [mailto:sfolayan at gmail.com]
Sent: 28 June 2017 12:49
To: Andrew Alston <Andrew.Alston at liquidtelecom.com><mailto:Andrew.Alston at liquidtelecom.com>
Cc: General Discussions of AFRINIC <community-discuss at afrinic.net><mailto:community-discuss at afrinic.net>
Subject: Re: [Community-Discuss] Closed members and recovered resources

Dear Mr Alston,
On 27/06/2017 00:31, Andrew Alston wrote:
Hi Sunday,

Ok – now we have a problem – let me quote what you said:

"This report is intended solely for the information and use of the audit
committee and is not intended to be and should not be used by anyone
other than these specified parties."
Now, let me quote from the bylaws:

7.6 The Registered Members and Resource Members shall, at Annual General Members' Meetings or by way of written resolutions, in addition to the rights conferred by Articles 7.1 and 7.2, have the right to:
(ii) receive any auditor's report;

So – what we have is something that SPECIFICALLY calls itself a report – and is from the auditors.
Then – we have a clause in the bylaws that says *ANY* auditors report – NOT the financial audit report – not annual report - *ANY AUDITORS REPORT*

As such – by my reading of this – the board is now in violation of the bylaws – clearly – and without apology – in violation of that clause.  Are you SURE this is the stance that the AfriNIC board wants to take?


I would like to remind everybody that an “auditor’s report” is a specific type of report, and “any auditor’s report” means any instance of an auditor’s report.  It does not mean ”any report that originates from an auditor”.

AFRINIC has published any and all auditor’s reports.

AFRINIC’s auditors and AFRINIC’s legal counsel have confirmed that the management letter is not an auditor’s report, neither is it part of an auditor’s report, and it is a confidential document.

Some people have implied that there might be something bad in the management letter. There are suggestions of things that AFRINIC could do better, but if there was anything bad, then it would appear in the auditor’s report, which has been published.


Sunday Folayan.

Board Chair.



Sunday Adekunle Folayan

Managing Director

General data Engineering Services (SKANNET)

16 Oshin Road, Kongi Bodija, Ibadan - Nigeria

Phone: +234 802 291 2202, +234 816 866 7523

Email: sfolayan at skannet.com.ng<mailto:sfolayan at skannet.com.ng>, sfolayan at gmail.com<mailto:sfolayan at gmail.com>

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