<html><head><meta http-equiv="Content-Type" content="text/html; charset=utf-8"></head><body style="word-wrap: break-word; -webkit-nbsp-mode: space; line-break: after-white-space;" class="">Hi Adewole<div class=""><br class=""></div><div class="">This is a useful resource - though many of the references are South African legal requirements, they are similar to many others found elsewhere.</div><div class=""><br class=""></div><div class=""><a href="http://www.governance.org.za/wp-content/uploads/NPO-Code-Web-Version.pdf" class="">http://www.governance.org.za/wp-content/uploads/NPO-Code-Web-Version.pdf</a></div><div class=""><br class=""></div><div class="">I am not familiar with any "globally acceptable standard of board confidentiality for community-driven organizations that are responsible for managing public resources”. I think the best example is ICANN (yeah - it is kind of expected I WOULD say that). However, after the various accountability and transparency changes that have happened - I do think that ICANN is a useful example <a href="https://www.icann.org/resources/accountability" class="">https://www.icann.org/resources/accountability</a> (as well as the new bylaws and the document disclosure policy - and the approach of proactively relating most information and not relying on DIDP requests). Critical is not just policies and standards - but actual practices that demonstrate a commitment to transparency. I think ICANN has vastly improved its practices - but there is always room for improvement.</div><div class=""><br class=""></div><div class="">Transparency International has some great resources - but very focussed on corruption - so many are not that relevant: <a href="https://www.transparency.org" class="">https://www.transparency.org</a></div><div class=""><br class=""></div><div class="">A number of the Corporate Governance Codes do deal with transparency and confidentiality. While most regard transparency as positive - the focus of most codes is largely on commercial and specifically listed companies. In listed companies - information disclosure follows a regulated approach to avoid deception of the stock market and is not really analogous to a not for profit / community environment.</div><div class=""><br class=""></div><div class="">I think one of the biggest challenges is that AfriNIC has not found a creative way of dealing with the difference between resource members and the legal corporate members under Mauritian law (a position currently occupied by the board). So Mirriam was not wrong to say that the AGMM is at the pleasure of our directors and we as a community have very few rights in that regard. We have handed our mandate to a board and those minutes seem to indicate that some are not worthy of our trust. My sincere appreciation to those who are deserving of our trust!</div><div class=""><br class=""></div><div class="">I know that APNIC and ARIN had an almost identical corporate structuring concerns and they both found ways to deal with it to ensure that the power is in the hands of the community and not the board.</div><div class=""><br class=""></div><div class="">I hope AfriNIC is willing to listen to our discontent and actually be creative about this much debated issue.</div><div class=""><br class=""></div><div class="">Regards</div><div class=""><br class=""></div><div class="">Mike</div><div class=""><div><br class=""><blockquote type="cite" class=""><div class="">On 29 May 2019, at 11:32, Adewole Ajao <<a href="mailto:dewole@tinitop.com" class="">dewole@tinitop.com</a>> wrote:</div><br class="Apple-interchange-newline"><div class=""><div dir="ltr" class=""><div dir="ltr" class="">My worry in all of this is that these board meeting minutes imply that an AFRINIC director (or directors) attempted to remove another director because he "violated the NDA" by sharing a public document with the community. </div><div dir="ltr" class=""><br class=""></div><div dir="ltr" class="">I rush to conclude that it was an attempt to remove a director from the board because we have removed directors from the board in recent years solely on the grounds of NDA violation. With the board NDA still in place, chances of getting the full story from any of the parties involved are slim to none. I'm not sure that this community (and company) can ever get to a point of proper accountability/responsibility if so much is hidden under the cover of confidentiality. <div class=""><br class=""></div><div class="">Is there a globally acceptable standard of board confidentiality for community-driven organizations that are responsible for managing public resources? Can we look at improving the confidentiality agreement that is used by the AFRINIC board? Although as per section 3.2.2 of its terms of reference at <a href="https://www.afrinic.net/govcom#tor" class="">https://www.afrinic.net/govcom#tor</a> the Governance Committee may not provide advice on specific internal proceedings of the board, section 3.1.4 puts the issue of NDA within scope as it can be argued that the NDA signing is part of the appointment process since it is the first thing a member does on appointment to the board. Failing that, perhaps the CEO can refer it under the provisions of section 3.1.7 so that a body outside the board can tackle the issue?</div><div class=""><br class=""></div><div class="">In any case, it is best we look for a good way to get rid of this us-versus-them that seems to keep recurring between the AFRINIC board and the AFRINIC community on whose behalf it is elected to act. Getting rid of unnecessary secrecy may be a good way to start. </div><div class=""><br class=""></div><div class="">Regards,</div><div class="">Dewole. </div></div><br class=""><div class="gmail_quote"><div dir="ltr" class="gmail_attr">On Mon, May 27, 2019 at 1:51 PM Sander Steffann <<a href="mailto:sander@steffann.nl" target="_blank" class="">sander@steffann.nl</a>> wrote:<br class=""></div><blockquote class="gmail_quote" style="margin:0px 0px 0px 0.8ex;border-left:1px solid rgb(204,204,204);padding-left:1ex">Hello,<br class=""><br class="">I was just reading the board minutes at <a href="https://www.afrinic.net/ast/pdf/2019-minutes/20190305-minutes.pdf" rel="noreferrer" target="_blank" class="">https://www.afrinic.net/ast/pdf/2019-minutes/20190305-minutes.pdf</a> and I am surprised at the level of micro-management that CEO Alan Barrett has to deal with. In those minutes both Alan and Seun Ojedeji seem to be reprimanded for being open and transparent to this community. The summary of those minutes show how the board has made it explicitly clear that the CEO is to have no responsibility anymore towards this community.<br class=""><br class="">Therefore I would like to explicitly and publicly express my gratitude to both Alan and Seun for their efforts to keep this community involved in Afrinic matters in an open and transparent way. I feel this is a strong requirement for keeping Afrinic respected and supported by both its members and its community.<br class=""><br class="">Sincerely,<br class="">Sander<br class=""><br class="">_______________________________________________<br class="">Community-Discuss mailing list<br class=""><a href="mailto:Community-Discuss@afrinic.net" target="_blank" class="">Community-Discuss@afrinic.net</a><br class=""><a href="https://lists.afrinic.net/mailman/listinfo/community-discuss" rel="noreferrer" target="_blank" class="">https://lists.afrinic.net/mailman/listinfo/community-discuss</a></blockquote></div></div><br class=""><div class="gmail_quote"><div dir="ltr" class="gmail_attr">On Mon, May 27, 2019 at 1:51 PM Sander Steffann <<a href="mailto:sander@steffann.nl" target="_blank" class="">sander@steffann.nl</a>> wrote:<br class=""></div><blockquote class="gmail_quote" style="margin:0px 0px 0px 0.8ex;border-left:1px solid rgb(204,204,204);padding-left:1ex">Hello,<br class="">
<br class="">
I was just reading the board minutes at <a href="https://www.afrinic.net/ast/pdf/2019-minutes/20190305-minutes.pdf" rel="noreferrer" target="_blank" class="">https://www.afrinic.net/ast/pdf/2019-minutes/20190305-minutes.pdf</a> and I am surprised at the level of micro-management that CEO Alan Barrett has to deal with. In those minutes both Alan and Seun Ojedeji seem to be reprimanded for being open and transparent to this community. The summary of those minutes show how the board has made it explicitly clear that the CEO is to have no responsibility anymore towards this community.<br class="">
<br class="">
Therefore I would like to explicitly and publicly express my gratitude to both Alan and Seun for their efforts to keep this community involved in Afrinic matters in an open and transparent way. I feel this is a strong requirement for keeping Afrinic respected and supported by both its members and its community.<br class="">
<br class="">
Sincerely,<br class="">
Sander<br class="">
<br class="">
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