[Community-Discuss] Update from the Board regarding recent allegations

Fri Mar 23 10:01:11 UTC 2018

Dear CEO,

Thank you for the feedback from the board meeting but I see issues with the investigation process.

1 - Many days have passed since the Rev. Sunday Folayan stepped aside as the chairman of the Board and the Board has not officially accepted his resignation and elect a new Chairman so it seems;
2 - In my observation, it seems like former chairman is desperately resisting to community call for resignation as board member.
3 - The board has also not announced any administrative measures taken to isolate the accused (not yet exonerated or guilty) board members as is common in good governance.
4 - The same board has met several times, as you pointed out in your email, and apart from the controversial resolution on the investigation by Governance Committee, no resolution has been made available to the Membership and entire community.

Technically and theoretically, this implies that the two accused board members are still participating the in the activities of the board including the decision making that is going to investigate them. This is TOTALLY WRONG and UNACCEPTABLE, and therefore presents issues of CONFLICT of INTEREST, CREDIBILITY of the process, and the eventual ACCEPTABILITY of the outcome of the investigation.

At this critical stage of the life of our Organization, every step of the ENTIRE BOARD should go to guarantee the quality of TRANSPARENCY, ACCOUNTABILITY and INTEGRITY of this investigation process and UNFORTUNATELY as it stands now those qualities are COMPLETELY ABSENT in the investigation process. The Board therefore has the duty to behave FLAWLESSLY to ensure the cohesion and harmony of this community.

Thank you

Marcus

________________________________
From: Noah <noah at neo.co.tz>
Sent: Friday, March 23, 2018 9:53:04 AM
To: Alan Barrett
Cc: General Discussions of AFRINIC; AfriNIC Board of Directors' List
Subject: Re: [Community-Discuss] Update from the Board regarding recent allegations

Dear Alan

Thanks for your email.

Dear Afrinic BoD,

While you are waiting for the legal advice on the obvious breach of NDA and the DISREGARD of PRIVACY when it comes to board private discussions;

How are you dealing with the breach of fiduciary responsibilities and ethics ?

When would the board take this scandal seriously and exercise the due diligence?

Section 143 of the Companies Act is clear on directors duties and I will draw you to the 3 sections below which are of importance in this case regarding the board.

 c) exercise their powers honestly in good faith in the best interests of the company and for the respective purposes for which such powers are explicitly or impliedly conferred;

(d) exercise the degree of care, diligence and skill required by section 160;

(g) not make use of or disclose any confidential information received by them on behalf of the company as directors otherwise than as permitted and in accordance with section 153;

Regard,
Noah

On Thu, Mar 22, 2018 at 9:50 PM, Alan Barrett <alan.barrett at afrinic.net<mailto:alan.barrett at afrinic.net>> wrote:
Dear AFRINIC community,

The AFRINIC Board has held several meetings recently, including a special meeting today (22 March 2018) to discuss the recent allegations.  The Board recognises the severity and importance of the allegations, and intends to act as quickly as reasonable, but without undue haste.

The Board wishes to clarify that the results of the independent investigation are expected to be reported by the Governance Committee on or before 30 April 2018.

The Board is seeking legal advice on whether or not there has been a breach of any NDA, and expects to receive an answer by 30 March 2018.

The budget of USD 15,000 was decided as an amount that the Board expects to be more than sufficient, so as to avoid back and forth approval.

Alan Barrett, CEO, on behalf of the AFRINIC Board
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--
./noah
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