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

Owen DeLong owen at
Wed Jun 24 14:58:22 UTC 2015

> On Jun 23, 2015, at 23:07 , Badru Ntege <badru.ntege at> wrote:
> On 6/20/15, 2:18 AM, "Owen DeLong" <owen at> wrote:
>> Actually, this could easily be overcome by subjecting members of the
>> various committees
>> to the same NDA as the board.
>> The first item of business for the GC IMHO should be to reduce the scope
>> of the NDA to that
>> information which truly needs to be confidential.
> Well put.  Challenge is the guidelines to confidential need to be
> specific.  Main need is to avoid subjectivity around this issue.

Yes and no… At a certain point, you have to trust the board and the CEO.

If the community cannot trust their judgment, they should not put them in office.

Provide them guidance that the NDA should restrict only that which must be confidential,
such as matters of legal strategy in active litigation, confidential personnel matters, etc.
and then let them do their job. Give the board and the governance committee independent
power to decide what must remain confidential under the NDA (as groups, not as individuals)
and then absent collusion between the two to keep pertinent matters from disclosure (in which
case, it really doesn’t matter what regulations are in place and you have bigger problems),
I think you have what can be a workable system.

The determination of confidential information will always, by its nature, be somewhat
subjective. The world we live in is never black and white. If it were, we would not need
boards, elected officials, etc. We would be able to function on rules alone.

The primary reason we appoint leadership is to identify individuals that the community
feels can be placed in positions of trust with the expectation that they will exercise good
judgment in those gray areas. For the most part this works. Unfortunately because you
occasionally get people with bad judgment or even less often, people with malice of 
intent, you also need checks and balances.

In my view, the GC should serve as a check and balance for the board.


>> Owen
>>> On Jun 19, 2015, at 16:06 , Dr Paulos Nyirenda <paulos at>
>>> wrote:
>>> 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
>>> On 19 Jun 2015 at 17:37, Seun Ojedeji <seun.ojedeji at> wrote:
>>>> On 19 Jun 2015 16:58, "Frank Habicht" <geier at> 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
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