[rpd] Board Composition

[Viv Padayatchy]

Dear Owen 

You have raised an important concern indeed about board composition. As an ex-board member of Afrinic, I'd like to share my thoughts on the matter.

There are two ways of preventing board 'hikacking' by a particular interest group:

1. Review the criteria of eligibility and nomcom due diligence to catch potential 'hijackers' and prevent them from joining the board.
2. Review the board governance to mitigate the risk of hijacking by a specific interest group on the board

Personally, I prefer 2 rather than 1. Rejecting the candidacy of a prospective board member because of his/her affiliation to a company or institution seems discriminatory. The due diligence for the verification of this affiliation could also be hard to establish if the prospective candidate is employed by a trust or an offshore entity which is hard to trace back to the main organisation.

If we look at board governance, there are three main areas where a board member can impact afrinic's business:

1. Policy Development
	The board has little influence here. It cannot alter a policy but it can refuse to ratify it and send the policy back to the RPD. One might say that the board could use this power as a delaying tactic. However, it will expose itself to tremendous criticism if it refuses to ratify a policy, which has gone through the proper policy development process, without good reasons. To me, this is a natural check against possible attempt by the board to derail the policy development process.

2. Resource Allocation
	Here again, resource allocation is performed by the executive, and not the board, according to predefined sets of policies. It is true that the board could have the last word on matters of resource allocation where the request is unusual and the policies are not clear cut enough for the executive to make a decision. This is possibly an area that needs to be looked at.

3. Fiduciary duties
This relates to the other duties of the board member in running the organisation such as budget approval, HR, audit and remuneration committees, business strategy etc. It is an area of risk .


The risks mentioned above can be managed by adopting good corporate governance. In this case, the principle of disclosure should be strictly enforced. All board members have an obligation to disclose possible conflict of interest with respect to the business being transacted.  If we take the example of liquid telecom, the only time when having 2 or more board members belonging to the same organisation will be a problem is when the matter being discussed impacts liquid telecom's interests. At all other times, those two board members will function 'normally'.

This is where a good company secretary is crucial during a board meeting. He/she will be very knowledgeable of  the bylaws and company act that regulates the board governance and he/she will advise the chair accordingly.

To summarise, I would rather tackle this problem of 'board hijacking' through strengthening the board governance structure rather than preventing a candidate from joining based on his/her affiliation.

Rgds

Viv Padayatchy
 




-----Original Message-----
From: Owen DeLong [mailto:owen at delong.com] 
Sent: 03 May 2016 19:36
To: rpd
Subject: [rpd] Board Composition

It has come to my attention that Mike Silber is running for the independent seat that is opening on the AfriNIC board in the next election.

While I consider Mike to be an excellent candidate and believe he would be a true asset to the AfriNIC board, I have a concern that I must express. This concern has nothing to do with Mike himself, but rather is a concern about organizational structure.

There are only 8 elected members of the AfriNIC board. If Mike Silber is elected, then 25% of the elected board seats would be held by employees of Liquid Telecom. Personally, I do not feel that the board can properly represent the diversity of the AfriNIC community if we allow multiple board seats to be held by representatives from the same organization. While I do not believe that Liquid has any sort of goal of organizational capture or any nefarious intent whatsoever, the reality is that if this is allowed, then it does create the possibility for some other organization to achieve a form of organizational capture.

The board has tremendous authority and responsibility within the AfriNIC organization. As such, I think it is important to consider these generic structural issues seriously, no matter how much we may like and admire the candidates in question.

Again, this is not personal. If it were, I’d be endorsing Mike rather than calling his candidacy into question. However, from a structural perspective, I think it is important that the community at least consider the issue.

Owen


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