This is a message to all AFRINIC employees. These must be confusing times for you given the events of the past few weeks. A lot of what has happened may not have been explained to you honestly and extensively. You may fear for your job and your future. Rest assured that those who are challenging the corrupted ways in which AFRINIC is being managed have the best interests of the company, its members, and employees at heart.
The Supreme Court of Mauritius would never have granted so many restraining orders against the Board and executive of AFRINIC if the company was being managed in accordance with its by-laws and the Companies Act. And it would have been unnecessary for anybody to seek redress in court if the company adhered to the law in the first place. There are important consequences that will result from these legal actions and Orders which you must be aware of, hence this short video.
As you are aware, there is an ongoing legal battle between AFRINIC and some members (which are shareholders) of the company. The matters are before the courts and therefore sub judice. We will not discuss the substance of these proceedings. But as it stands, the position of AFRINIC is as follows:
There is no quorum for the Board of Directors for AFRINIC to operate. There are 5 members of the board but two of them are prohibited from acting in the capacity as a director because of interim injunctions.
The CEO, Eddy Kayihura, has also been prohibited by the Court to exercise any executive powers in relation to the running of the company. The executive powers are set out in clause 17.4 of the bylaws. Instructions that are based on delegated powers are null and void.
We, therefore, need to inform you, the employees, of your responsibilities towards AFRINIC and its members. In particular, of the need for you to discharge your duties in a professional and impartial manner which is crucial to the running of the company in these difficult times.
Neither the Board of Directors nor the CEO has any lawful powers to make decisions in relation to the company. This includes any purported delegation of powers to the employees to discharge responsibilities that are of the purview of the Board and executive.
Your duties as employees are restricted to ensuring that the company can conduct its day-to-day affairs, pay the salaries, rent, bills, etc. Basically, the company is in survival mode pending the determination of the matters before the Supreme Court and any orders that the Court can make. In short, the company cannot transact.
You should not try to substitute yourself to the Board or management and take any decisions and discharge any executive functions. This may be seen as contempt and a violation of the various Orders from the judges of the Supreme Court. Any attempt by an employee to make decisions or exercise executive powers on his or her own accord or in response to guidance or pressure from the Board or the CEO will open himself to potential actions for contempt of court and/or breach of the Companies Act.
For instance, the Head of Finance, a few days ago, called a Webinar to discuss the Audit Report for the last financial year, address questions raised on the mailing list, and discuss the way forward for AFRINIC. This gives rise to a potential violation of the Supreme Court Orders. We urge you to stay away from such illegal endeavors.
Should you be called to act in an executive capacity, then you should seek independent personal legal advice and follow it at your own risks and peril.
All these issues will be resolved once the Board is properly reconstituted by-election according to the by-laws. By following the bylaws and guidance from the court, Afrinic needs to re-establish proper and legitimate management of the company forthwith so that all the parties, directors, employees, and shareholders can go about their businesses again in an environment of trust, transparency, and probity.
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