[rpd] Re: [members-discuss] Separation of Powers in Afrinic - Community and Secretariat (Company)

[Dr Paulos Nyirenda]

Under the current AFRINIC Board set-up and mode of operation, it will be very hard to
make the governance committee (GC) work properly if it is not consisted of Board members
only. Am not an authority on GCs but I am learning that there are many ways to set up
and have ToRs for a GC.

So, the Mike suggested "50% experts and community 25% board and 25% CoE." is unlikely to
work well as far as I know UNLESS very SIGNIFICANT changes are made on how the Board is
currently set-up and works based on its current guidelines like the NDA, Board charter
(if finalised) and the bylaws.  

Such set-ups like CoE and the NomCom are already facing major challenges based on the
same reasons, as we have already seem in that past few weeks.

If the GC is needed now then the best starting point is a committee that consists of
Board members only. Such a GC should then be tasked also to make reforms for a more
diverse GC in the second or future phase of GC set-up. This can get reformed as we
reform the current Board guidelines, NDAs and bylaws.

Regards,

Paulos
======================
Dr Paulos B Nyirenda
NIC.MW & .mw ccTLD
http://www.registrar.mw


On 19 Jun 2015 at 17:37, Seun Ojedeji <seun.ojedeji at gmail.com> wrote:

> On 19 Jun 2015 16:58, "Frank Habicht" <geier at geier.ne.tz> wrote:
> >
> > Hello,
> >
> > I expect to see the GC report to the AGMM, and in the end "the shorter
> > the better" - meaning when there are no issues.
> >
> SO:
> I think waiting for AGMM could make us have to go late on gala night and I am not sure
many 
> would want that ;-)
> Once GC is formerly formed and their scope of work defined, I expect it will go with a
timeline 
> having specific milestone to included online/remote update to the community. Final
report can be 
> made at the AGMM but I don't think it should be the first time community will be
hearing/reading 
> from GC.
> That said, I hope by "shorter" you are referring to the lifetime of the GC? If yes +1
otherwise I'd 
> say it's important that GC does not become a standing committee. There is need for each 
> member to continue to exercise it's which include checking/watching the organisation
activities. 
> GC providing mechanism that further ensure this would be a good thing.
> > I expect it to have "some more" insight of board and company workings,
> > even if that means the GC members will have to do NDAs.
> >
> SO:
> Let's try to avoid NDAs please ;-), it's one of what may have gotten us to the present
state. If there 
> are information originally bound by NDA then fine, they should not publicly disclose
that once 
> given access to such information. (Sounds like I am welcoming NDA in my last sentence,
but my 
> point is GC should be able to answer any question from the community without raising NDA 
> immunity)
> > But I also expect the GC to be available to the board, if need be.
> >
> SO: Hmmm... does this imply that GC would be standing without a termination period?
Also it may 
> be good to further clarify the extent of availability. I will be utterly concerned if
board becomes so 
> incapable to the extent that GC will have to come to the rescue and I think showing
the board a 
> way out may be a better fix instead.
> Overall, we look forward to board's proposed way forward on this putting into
consideration all that 
> has been said.
> Cheers!
> > Otherwise +1 to Mike.
> >
> > Frank
> >
> > On 6/19/2015 4:24 PM, Mike Silber wrote:
> > > Thanks Fiona
> > >
> > > On 19/06/2015 17:07, Fiona Asonga wrote:
> > >> Hallo All
> > >>
> > >> When I raised the GC idea in Djoubouti I was not proposing a decision
> > >> making body and in most cases the GC is not a separate decision making
> > >> body. It is a mechanism/tool that the Board puts in place to assist
> > >> the board work better and address the community issues better as they
> > >> arise and before they blow out of proportion. The Governance Committee
> > >> with work like the Finance Committee or HR Committee with its key role
> > >> being to ensure good governance practises of the board and management.
> > >> It is mainly made up of board members but like any of the other
> > >> committees may co-opt community members if the bylaws allow depending
> > >> on the organisation.
> > > I disagree slightly - I think the community is expecting a body that can
> > > provide more objective guidance TO THE COMMUNITY AND NOT ONLY THE BOARD
> > > on governance issues, than we are currently receiving.
> > >
> > > I would suggest 50% experts and community 25% board and 25% CoE.
> > >> The GC will assess the non- financial issue of Board Members adherence
> > >> to the Board Charter (discipline issues of board and management)
> > > Exactly why I am hesitant to have it as yet another Board committee.
> > >
> > > Regards
> > >
> > > Mike
> > >
> > >
> > > _______________________________________________
> > > members-discuss mailing list
> > > members-discuss at afrinic.net
> > > https://lists.afrinic.net/mailman/listinfo.cgi/members-discuss
> > >
> > _______________________________________________
> > members-discuss mailing list
> > members-discuss at afrinic.net
> > https://lists.afrinic.net/mailman/listinfo.cgi/members-discuss


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