[rpd] Re: Appointment of an Interim CEO for AFRINIC

[Kofi ANSA AKUFO]

Dear Mr. Chairman and Board of Directors

Thank you for the timely response.

First of all I understand the legal counsel is a national of the country of
the headquarters of AFRINIC which in itself exposes a conflict of interest
regarding interpretation of the by-laws. This requires the said legal
advisor to be RECUSED ( e.g. excuse oneself from a case because of a
possible conflict of interest or lack of impartiality)

Secondly regardles of the adjective qualifying the CEO appointment, be it
INTERIM, ACTING, SUBSTANTIVE etc there is no distinction with respect to
the duties and responsibilities of functions of the CEO role.
In  other words it is inappropriate for the board of directors to resort to
semantics to diferentiate titles to the same role function.

Thirdly quoting your reply "This may also open the door to an enquiry by the
Equal Opportunities Commission in the event that a report to that
effect is made there" - To be fair there are certain positions in
organisations situated in a country that are never open to foreigners. Will
that not be considered discriminatory?

That is not to discourage the importance of recruiting the best candidtate
for a position but some laws or decisions are necessary to maintain checks
and balance.

Again notice I have did NOT use the word Mauritian but rather "the country
housing the headquaters of AFRINIC" as defined in clause 17.3 of the
By-Laws which can be any of the member countries if headquaters is moved in
the future.

Until clause 17.3 is challenged and officialy revoked it must not be
ASSUMED to be discriminatory nor OVERRIDDEN.

At this juncture I will advise the board of directors to reconsider their
appointment following the by-laws.

This is a critical and sensitive decision which must be addressed
IMMEDIATELY to prevent vote of no confidence in the AFRINIC board of
directors which may lead to dissolution of the board.

Let me use this opportunity to also wish the community Happy, Prosperous,
Productive and Accountable New Year - 2015 !!!!!.

cheers

Kofi Ansa Akufo



On 31 December 2014 at 20:37, Sunday Folayan <sfolayan at gmail.com> wrote:

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> Hash: SHA1
>
> Dear Colleagues,
>
> Further to my earlier email, Mr Patrisse Dissee is from Mauritius.
>
> The Search Committee, before presenting the final slate of Interim CEO
> candidates to the Board, did seek the advise of the AFRINIC Legal
> Counsel regarding the Interim CEO eligibility around nationality,
> specifically Article 17.3.
>
> The response of the counsel is:
>
> <BEGIN LEGAL>
> Appointment of the Interim CEO
> As a matter of good practice, where the Board is confronted with an
> issue which sounds and/or looks confusing, the bylaws in the first
> place has to be examined to look for a clarification. Where the
> obscurity still prevails after this first step, the Company’s Act will
> have to be perused to try and work out a solution.
>
> It is according to me important that the board be agreed on the
> meaning of an “interim appointment”.
>
> The ordinary meaning of “interim” in the Cassell’s English Dictionary
> is temporary or provisional.
>
> It is now apposite to consider Art 17 of the bylaws generally in the
> first place and as a second step Art 17.3 specifically.
>
> What one can gather from a cursory reading of Art 17 are inter alia
> the following:-
>
> The CEO
> (1) is appointed by the Board by a majority vote.
> (2) May be removed by “.. an affirmative vote of two- thirds of all
> other directors”
> (3) Cannot be appointed from the nationals of the country hosting the
> company’s seat.
>
> The “Art 17.3” prohibition
> This prohibition was the result of an amendment brought to the bylaws
> following community approval.
>
> [ I have drawn attention to the fact that this prohibition may be
> struck down on grounds of unconstitutionality by the Supreme Court if
> ever any Mauritian national challenges same. It does look illogical
> for a Mauritian not to be able to be employed by a Mauritian Company
> in whatever capacity. This may also open the door to an enquiry by the
> Equal Opportunities Commission in the event that a report to that
> effect is made there.]
>
> Be that as it may, it is my considered opinion that the prohibition
> does not apply to an interim appointment. Why do I say that?
> (i) The position of “ interim CEO” is not found in the Company’s bylaws.
> (ii) There is no express provision for the qualifications required of
> an interim CEO. As such it is for the Board to prescribe such
> qualifications.
> (iii) The Board, without infringing the provisions of Art 17.3, may
> appoint, [without creating any precedence] any one it deemed fit,
> Mauritian, in house or otherwise, to fill in the interim position. The
> letter of appointment for that interim recruitment must be rigorously
> drawn up. Moreover it will not be out of place to make this
> appointment the subject matter of a formal board resolution[ May be
> this is already the case]
>
> (iv) It is the board which felt the need to have an interim
> appointment to ensure both a proper handing over and enough time to go
> through the recruitment process. This context has to be borne in mind.
>
> Is there any gender issue?
> Art 17 of the by laws read together with the Section 5 of the
> Interpretation and General Clauses Act of 1982 do not create a gender bar.
>
> This section reads as follows –
> (5) “ General rules of Interpretation-
>         (1)-Words imputing the masculine shall include the feminine and the
> neuter.
>
> The appointment of the CEO as Director.
> Do note that the Board approves the appointment of the CEO as an
> employee of the company. But the CEO becomes a member of the Board in
> an ex-officio capacity by reason of the said appointment.
>
> The ambit of Art 13.14.
> This article deals with the filling of vacancies at Board level where
> a casual vacancy has occurred. One should not read more than this in
> this article. It definitely has nothing to do with the appointment of
> the CEO-interim or other wise.
>
> I remain at your disposal for any further clarification you may require".
> <END LEGAL>
>
> The Board was guided by a deep sense of fairness and of course, its
> fiduciary responsibility.
>
> Thank you very much for your continued care and support for AFRINIC.
> The Board remains at members disposal for any clarification on its
> actions.
>
> Sincerely,
>
> Sunday Folayan
> Board Chair
>
> On 31/12/2014 07:19, Kofi Ansa Akufo wrote:
> > Dear Mr. Chairman
> >
> > Thank you for the update and congratulations to Patrisse for
> > assuming the interim CEO role.
> >
> > What is the nationality of Mr. Patrisse Deesse? Is he a national of
> > Malawi?
> >
> > I would however like clarification of article 17.3 of the AFRINIC
> > Bylaws which states;
> >
> > "The nationals of the country hosting the headquarters of AFRINIC
> > shall be ineligible for appointment to the office of Chief
> > Executive Officer"
> >
> > The current by-laws does not currently define clearly the protocols
> > of appointing an interim CEO so what framework is currently used to
> > appoint interim CEO?
> >
> > Could persons appointed to interim CEO include nationals of the
> > country hosting the headquarters of AFRINIC?
> >
> > Thank you
> >
> > Kofi Ansa Akufo Technical Consultant iNET Communications Ltd.
> > E-mail: kofi.ansa at inet.com.gh
> >
> >
> >
> >
> > ----- Original Message ----- From: "Sunday Folayan"
> > <sfolayan at gmail.com> To: "members-disc >> AfriNIC Discuss"
> > <members-discuss at afrinic.net> Cc: "AfrICANN list"
> > <africann at afrinic.net>, "rpd" <rpd at afrinic.net> Sent: Wednesday,
> > December 31, 2014 9:14:55 AM Subject: [rpd] Appointment of an
> > Interim CEO for AFRINIC
> >
> > Dear Members and Friends,
> >
> > As part of the ongoing process to find a successor to our founding
> >  CEO, I am pleased to announce the appointment of Mr Patrisse
> > Deesse at the Interim Chief Executive Officer of AFRINIC.
> >
> > Patrisse joined AFRINIC in September 2007 as Finance and
> > Administration Manager. He has been involved in all aspects of the
> >  organisation including Finance, Human Resources and
> > Administration. He worked on and implemented several projects
> > relating to Billing and set up of the financial processes and
> > procedures.
> >
> > Prior to working at AFRINIC, his previous work experience extends
> > over 30 years at a large international conglomerate in Malawi (one
> >  of the largest private Companies in the country) in accounting,
> > occupying several senior managerial positions, including Head
> > Office Accountant and Treasury Manager. He is Exposed to
> > international management practices and standards in a multicultural
> > environment. He is a Fellow member of an International Accounting
> > body.
> >
> > Until his appointment, Patrisse was the Finance and Accounts
> > Director of AFRINIC. In his new role, He will lead the AFRINIC
> > team, pending the appointment and resumption of the substantive
> > Chief Executive.
> >
> > The process of the recruiting the Chief Executive Officer Board
> > has entered the candidates evaluation phase. The Board is pleased
> > with the progress made so far.
> >
> > Congratulations Patrisse.
> >
> > Best Regards ...
> >
> > Sunday Folayan Chair, AFRINIC Board
> > _______________________________________________ rpd mailing list
> > rpd at afrinic.net https://lists.afrinic.net/mailman/listinfo.cgi/rpd
> >
> >
> >
> >
> >
> >
> > From: "Sunday Folayan" <sfolayan at gmail.com> To: "members-disc >>
> > AfriNIC Discuss" <members-discuss at afrinic.net> Cc: "AfrICANN list"
> >  <africann at afrinic.net>, "rpd" <rpd at afrinic.net> Sent: Wednesday,
> > December 31, 2014 9:14:55 AM Subject: [rpd] Appointment of an
> > Interim CEO for AFRINIC
> >
> > -----BEGIN PGP SIGNED MESSAGE----- Hash: SHA1
> >
> > Dear Members and Friends,
> >
> > As part of the ongoing process to find a successor to our founding
> >  CEO, I am pleased to announce the appointment of Mr Patrisse
> > Deesse at the Interim Chief Executive Officer of AFRINIC.
> >
> > Patrisse joined AFRINIC in September 2007 as Finance and
> > Administration Manager. He has been involved in all aspects of the
> >  organisation including Finance, Human Resources and
> > Administration. He worked on and implemented several projects
> > relating to Billing and set up of the financial processes and
> > procedures.
> >
> > Prior to working at AFRINIC, his previous work experience extends
> > over 30 years at a large international conglomerate in Malawi (one
> >  of the largest private Companies in the country) in accounting,
> > occupying several senior managerial positions, including Head
> > Office Accountant and Treasury Manager. He is Exposed to
> > international management practices and standards in a multicultural
> > environment. He is a Fellow member of an International Accounting
> > body.
> >
> > Until his appointment, Patrisse was the Finance and Accounts
> > Director of AFRINIC. In his new role, He will lead the AFRINIC
> > team, pending the appointment and resumption of the substantive
> > Chief Executive.
> >
> > The process of the recruiting the Chief Executive Officer Board has
> > entered the candidates evaluation phase. The Board is pleased with
> > the progress made so far.
> >
> > Congratulations Patrisse.
> >
> > Best Regards ...
> >
> > Sunday Folayan
>  Chair, AFRINIC Board
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