[Community-Discuss] Closed members and recovered resources

Thu Jun 29 10:49:38 UTC 2017

Jackson,

If you read my original email very carefully on this subject – I will not violate the NDA – I will not reveal anything that is not already published – the rules around the NDA are clear – do not reveal information that you gained – I am not doing that – I am asking the board to release the information themselves – and as Sander just said –

  1.  The existence of the audit-co report – is documented in the minutes – its contents aren’t – and I have not alluded to those contents
  2.  The existence of management letters is public knowledge – if you know anything about audit – you will know that is standard practice to issue such
  3.  The fact that I stated that I have knowledge of the management letter is public knowledge – I was chair of the audit-co – and the audit charter specifically permitted that
  4.  The fact that I have concerns about what is in there – that does not reveal any information about the contents – it reveals my opinion about a document that it is public knowledge that I have had access to.

I also point you to the resolutions past in the last few years – that specifically state that anything that is revealed to a third party not under NDA is considered within the public domain – the existence of anything I have questioned in the way of documents has been revealed through the publication of the minutes.

However Jackson, the problem here is – and I believe I stated as much in the previous email – the minutes which are published in any board – are never totally revealing – because there are reports – which are clearly mentioned in the minutes – and should a reference in the minutes me made to a report and that discussion was held around said report, the actual contents of that report are never published.  This is open to abuse – and while I am in no way alleging such abuse has taken place – I merely point out a significant risk – and here is how this could work

  1.  A committee exists
  2.  Work is assigned to said committee
  3.  The committee comes back with a report that is circulated
  4.  The board makes decisions based on what is in that report
  5.  The minutes reflect that the report was discussed – but nothing about what was in the report
  6.  The report is never tabled before the community

That leads to a situation where transparency can easily be avoided.

Am I saying that that has happened here?  Certainly not.  I am saying – that is the risk of reports that never make it to the light of day.  And as I have said – the existence of the reports – that is referenced – that is public information – all I am asking is that those reports be made public so that the community can judge their contents for themselves.

I also point out – under the national code of corporate governance for Mauritius – there are meant to be minutes of every single committee meeting – and I would like to ask the board – are those minutes available and if so will the board be prepared to publish them – since I believe that if we want transparency – let us get full transparency – including into the workings of the committees who’s existence is public knowledge.

Andrew

From: Jackson Muthili [mailto:jacksonmuthi at gmail.com]
Sent: 29 June 2017 12:46
To: Andrew Alston <Andrew.Alston at liquidtelecom.com>
Cc: Sunday Folayan <sfolayan at gmail.com>; General Discussions of AFRINIC <community-discuss at afrinic.net>
Subject: Re: [Community-Discuss] Closed members and recovered resources

This is worrying.

A former board member using privileged insider information to demand
accountability and transparency from current board members.

What does AfriNIC legal adviser have to say about this sort of disclosure?

-J

On Thu, Jun 29, 2017 at 12:24 PM, Andrew Alston
<Andrew.Alston at liquidtelecom.com<mailto:Andrew.Alston at liquidtelecom.com>> wrote:
> Sunday,
>
>
>
> 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.
>
>
>
> Andrew
>
>
>
> 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!
>
> Sunday.
>
> 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
>
>
>
> a.) The board is bound to follow the bylaws – to the very letter of every
> clause
>
> b.) 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
>
> c.) 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.
>
> d.) 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.
>
>
>
> Thanks
>
>
>
> Andrew
>
>
>
>
>
> 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?
>
>
>
> Andrew
>
>
>
>
> 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.
>
>
>
> Thanks.
>
>
>
> 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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