[Community-Discuss] Comments from GovCom Communique

[Paul Hjul]

Are you suggesting that IF some party or parties were somehow able to take

control of five (or more) board seats that said party or parties might,

in theory, take some decisions or actions that might be contrary to the

best interests of the membership as a whole?



You wouldn't need 5 board seats if the members and other directors are
complacent. You would be able to achieve general control with as few
as 3 directors provided one is the CEO or chair. Having control of the
nom com or gov com would also come in handy. This is because of board
quorum and the fact that vacancies can sit idle until you manage to
bring in your "own man". In fact with the approach taken by the gov
com and board at present - and presumably the cause of the injunction
(which details have not yet been disclosed) simply having command over
the nom com is the necessary step to get to control.

It is also not really an "in theory" hypothesis that if the board were
to be under the control as envisaged that the interests of the members
would be harmed and that the board would act against member interests.
The only component of the hypothesis is whether critical control of
the board is achieved.

It is also the case that the threat of shenanigans can paralyze things
so having control over three directors would be devastating as would a
reasonable apprehension - for which a sound foundation has been laid
against the nom com this year - of suitable candidates being
intentionally excluded/


"Who would possibly do such a nefarious thing"

There are quite a few line ups:

1) an organization or individual who has a lot of skin in the game and
whose assets are in jeopardy due to Afrinic shenanigans, as a
defensive measure having concluded that Afrinic will not course
correct or behave lawfully

2) persons who have affiliations with the dismissed former employee of
the company who was engaged in nefarious activity and have an interest
in obfuscation and the like

3) individuals who "consult" with cable operators and other businesses
that require IP resources and who've managed to build themselves quite
a nifty gatekeeper business

(there is actually a big overlap between 2 and 3, and when properly
considered it is probable that any contender to be of type 1 was
willing and able to keep up with demands of persons in 3 that a
continued racket could be had)

4) individuals (even if initially entering the industry well
intentioned) who have built themselves little fiefdoms as the CEO or
like of an organization in the Africa Internet space who have found
themselves on the wrong side of events and are removed for
malfeasance. An old boys club of people who've been in the mix for
several years is an organizational risk in these sorts of situations.
While the existence of a nom com should strengthen the board the
practice risk is that a circuit exists making the insiders choose the
next insiders. This is especially a problem where a nom com process
sees same body choosing to only put forward the designated insider

5) individuals and organizations who are opposed to Afrinic being a
member driven organization who have one of many political agendas - I
am pretty sure that when Afrinic was considering serving as a beacon
against political interference in access to the public Internet we saw
an increase in a desire to grab control of the organization or at the
very least to gut it of its ability to function.


but here really is the crux of the problem, a gander through the
mailing list will reveal that there have historically been concerns
when an organization is the employer of board members and there are
candidates to take up additional seats which could lead to one company
being seen to have to strong an ability to influence. IIRC this
resulted in a good candidate for the board stepping aside in the
interests of the organization that arise from avoiding a perception of
overconcentration. Despite the fact that there is nothing precluding
many South Africans on the board (especially if permanently resident
elsewhere) it wouldn't feel proper if the organization was felt to be
under the control of South Africans. There is a similar irrational
(and probably illegal) set of restrictions on Mauritius candidates (it
is partly irrational because the CEO is by virtue of employment a
resident of Mauritius). So many of the possible non nafarious reasons
and ways a tipping point of control in related party hands are simply
avoided because of a sense of ethics, duty and belief in the members
best interests. On the other hand nafarious and idiotic reasons
continue to abound.


Assuming any combination of the 5 identified groups are at any given
time being nefarious the likelihood of one stopping the other from
succeeding is one of those areas where systemic strength comes into
play. Of course if interests align amongst some groups then they'd be
quite ready to make a play and undermine the interests of the members.


Ultimately though if less than 200 members participate in the affairs
of the organization and the majority of those have adopted a
pessemistic view of Afrinic then the shenanigans risk increases.


In message <39D45032-ACDE-4846-A2BC-7C93CECA83CC at liquidtelecom.com
<https://lists.afrinic.net/mailman/listinfo/community-discuss>>,
Andrew Alston <Andrew.Alston at liquidtelecom.com
<https://lists.afrinic.net/mailman/listinfo/community-discuss>> wrote:

>*I mean as it is you have 3 seats that should be on the ballot in my view that
*>*aren't - that's a third of the board - 2 more seats that agreed to align with
*>*the 3 "appointees" - you have a majority and you have
organizational capture.
*>*This cannot be allowed to happen
*
Point of clarification, Andrew, if you please:

Are you suggesting that IF some party or parties were somehow able to take
control of five (or more) board seats that said party or parties might,
in theory, take some decisions or actions that might be contrary to the
best interests of the membership as a whole?

And if so, who would possibly ever want to do such a nefarious thing?


Regards,
rfg
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