[Community-Discuss] [members-discuss] Board update on Governance Committee Report

Noah noah at neo.co.tz
Wed May 9 17:39:07 UTC 2018

On Sun, May 6, 2018 at 10:53 PM, Abibu Ntahigiye <abibu.ntahigiye at gmail.com>

> Dear Afrinic Members,
> The Board in March 2018, as per resolution 201803.391, tasked the
> Governance Committee (GC) to convene an investigation on allegations made
> by a staff member. The GC was requested to define the Terms of Reference
> (TORs) for an independent investigation, and to appoint an investigation
> committee.  The Board requested the findings to be reported by 30 April
> 2018.
> The GC notified the community that they would deliver the report by 4 May
> 2018, and has submitted the report to the Board on 2 May 2018. The Board
> acknowledged receipt of the report. The Board is going to thoroughly
> consider the report and recommendations thereof, and will share with the
> community applicable actions and steps that will be taken in due course.
> The Board has also been advised that in considering the report they need
> to be cognizant of issues of confidentiality and data protection.
> With regards to allegations made against certain Board members, the Board
> can announce the following outcomes as derived from  the report:
>    -
>    That there was a violation of the Non-Disclosure Agreement (NDA) and
>     section 153 of the Companies Act 2001, by Mr Sunday Folayan.
>    -
>    That there is no evidence whatsoever against Haitham El Nakhal of
>    having breached the terms of the NDA and/or section 153 of the Companies
>    Act 2001.
>    -
>    That the Investigation Committee (IC) is satisfied that there was no
>    evidence of harassment, bullying or intimidation by Board members.
> The Board will re-evaluate the interim Chair and Vice Chair appointments
> that were made in resolution 201803.398.
> With regards to allegations made against certain members of staff, the
> Board observed from the IC report  that there may have been inappropriate
> behaviour on the part of certain staff members.
> The findings and recommendations related to staff matters will be
> addressed through necessary processes.
> We appeal to the community to allow the Board time to consider the report
> carefully, and provide feedback to the community no later than 31 July 2018
> on the next steps and how the recommendations will be implemented.
> Kind regards
> ----
> Abibu R. Ntahigiye
> Chair, Afrinic Board.
> _______________________________________________
> Members-Discuss mailing list
> Members-Discuss at afrinic.net
> https://lists.afrinic.net/mailman/listinfo/members-discuss

Dear Chairman,

Thank you for your email and I would like to draw your attention to a
number of issues that the Board's update on the yet to be disclosed GC
report raises issues considering the contents of the document that found
itself on this public mailing list regarding AfriNIC staff complains of
harassment.  On the whole, your message to the community appears to not
clearly explain the real issues and seems to be an attempt to exonerate
board members yet this was never about the entire board but rather
complains about some specific members of the board and I will try to
explain what I

*1. ETHICS: *

It is obvious to this community that a member of the board shared private
privileged information contrary to the Company Act section 153 as
rightfully quoted in your email. This was even acknowledged by the director
who happened to be the Chair of the board at the time.  He has since
resigned after the community and the membership held them to a higher
ethical standard.

We can see from incontrovertible evidence shared in the chat messages that
both Chair and his Vice acted unethically engaged the CEO to privately
discuss HR issues related to a member of staff that even the CEO was
unaware of but yet also entertained it. To my understanding, good
governance practices requires that the board should operate in such a way
that it has nose-in,  hands-out. In circumstance where the CEO allows some
of the board members to have hand-in and nose-in, the CEO also should have
escalated to the entire board.  That is why there is a reason for
separation of roles/powers in organizations.

In my humble opinion, these private chats alone were further evidence of
unethical behavior with all the hallmarks of work-place harassment if you
consider the contents showed in those discussions;

- the Directors undermined a member of staff who up to this point had been
regarded as competent with unduly excessive and unfair criticism,
deliberately constraining their ability to perform their duty
- the Directors made threats/comments about the staff that relate to the
employees job security without foundation and this is a form of work-place
-  the Directors engaged in the spread of malicious rumors about staff
which is a form of work-place harassment

It stands to reason that the former staff who shared private chats with the
Chair with the complainant would have been at the brunt of similar activity
resulting in the claims of a witch-hunt against them in the document
circulated on the mailing list. As such there is no way we can claim that
there was no harassment yet work-place harassment can manifest itself in
quite a number of ways.


Let me also point out to this community and the board, what I believe would
be additional forms of harassment both ethically and morally.
- Insulting someone
- Unfair treatment based on gender or language
- Other misuses of power or position

Again, from the document that found itself on the mailing list, it was
pretty obvious to all of us that  inappropriate language was used by a
member of staff and from your communication Mr.Chair, its pretty much
determined that there was such form of harassment, which is why its always
important for such HR issues to be resolved equitably when they arise so
that staff do not feel unfairly treated.  The staff are at the heart of the
organization and AfriNIC needs to make sure that it will ensure a conducive
working environment for all members of staff both male and female.

I therefore call upon the board and management to sort out the looming
human resource challenge facing AfriNIC today. We should never find
ourselves in such situations considering the risks and reputation this has
towards the organization.


To conclude my submission, let me point out that the resolution passed by
the board to task the GC to come up with Terms of Reference for the
Investigation Committee in order to avoid conflict of interest on the past
of the entire board was the proper thing to do and this reasoning should be
followed to the end though I am surprised that the board tasked the GC to
formulate the ToR, engage an IC but did not consider the privacy and
confidentiality Implications of the process when it was clear that the
community requested and expected an independent assessment of the situation
and not a board view of the assessment.

It is more surprising that the board did not anticipate the course of
things and has now requested for more time to go through the report  and so
far we have not heard of any concrete actions or measures taken towards the
staff issues.  Despite the time that has passed, we are also not clearer
than when the allegations were made save for the undeniable evidence that
was shared.

Its my personal recommendation that the board send back the report to the
GC who should engage the IC to come up with a report that will not have
legal implications to the organization due to the local Data Protection
Laws. This should then be shared with the community and membership in my
humble opinion.


In terms of governance going forward, I believe the community and  the
membership want to see measures in place that will ensure a safe and
conducive working environment for the staff and the organization at large.
The board still has great opportunity to sort out a whole range of issues
including improvement of existing measures in place.

This are my 2 cents dear community

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