Welcome and Approval of AGMM Minutes 2014 00:01 Serge Ilunga: Serge Ilunga and from Vodacom Congo, DR Congo. Okay, in order to be able to express easily my thoughts, I would prefer to speak in French. 00:18 Serge Ilunga: So, I would like to start by just highlighting the first fact, if today we are present here as community... [background conversation] 00:36 Serge Ilunga: Can you hear the interpretation please? [background conversation] 00:40 Serge Ilunga: I would like to underscore the first fact. If we are today present here in this room as a community, it's because I think there is something which unite us, which brings us together. In my modest view, the most fundamental things is our interest to develop the Internet all across our dear continent. For about 10 years this organisation has been in existence, so it's exactly and... 01:16 Sunday Folayan: Whose agenda you want on the agenda? This is not a discussion, most corrections... 01:24 Serge Ilunga: Can you allow me to express my thoughts? 01:28 Sunday Folayan: I will give you the room to discuss, but first you must state what you want to do with the agenda. 01:35 Serge Ilunga: Okay, no problem. Let me go to the main point. 01:40 Sunday Folayan: Forgive me, I need to run this meeting efficiently. The item of discussion now is amendments to the agenda. I will not... 01:49 Serge Ilunga: Let me raise the main points I'd like to talk today. Okay. ____ What I would like to say, yesterday I followed with a great attention all the intervention which occurred and I have the perception that within the community, there is some feeling of discomfort. Let me raise here some facts which were... 02:27 Sunday Folayan: Please I am chairing, could you please take a seat? 02:32 Serge Ilunga: I think that I am a member, I have a right to... We must raise [02:33] ____ vote I think. 02:36 Sunday Folayan: I know you have the right, but please take your seat first. Thank you. 02:41 Serge Ilunga: No. Can I continue? I have got the right to express... 02:45 Sunday Folayan: Please take your seat first. Please take your seat or I might be forced to have to invite security. Thank you. Thank you. Please take your seat please. Please. Please take your seat. Thank you. Thank you very much. No matter what happened yesterday, it was a discussion. We are now in the Annual General Meeting of Members and we will conduct business as in an AGMM, thank you. CEO. 03:24 Alan Barrett: I thank you, Chair. I believe we are in the agenda review section of the meeting, I note upon reviewing the agenda that there is no provision for AOB or for open mic, I propose that at the end after the board election results we insert an open mic or an AOB. 03:48 Sunday Folayan: Thank you. Proposal to insert open mic AOB. Any seconder? Looks very unanimous. Can I have somebody move to the mic and second? 04:06 Fiona Asonga: Fiona Asonga, Telecommunication Service Providers of Kenya, we second the proposal from the CEO. 04:12 Sunday Folayan: Thank you Fiona. All in favour say, "Open mic." 04:17 S?: Open mic. 04:19 Sunday Folayan: Those against same sign, say "Non open mic inserted in agenda." That will be after voting, is it before the board elections results or after board election results? 04:37 Alan Barrett: I suggested after. 04:39 Sunday Folayan: Thank you. Please insert open mic after board election results. Thank you, any other modification to the agenda? 04:48 Seun Ojedeji Yes, Mr. Chair. 04:51 Sunday Folayan: Thank you, you have the floor. 04:52 Seun Ojedeji: My name is Seun Ojedeji from Nigeria. I'd like to propose that the board, I mean, the agenda right now will be flexible in timing. It shouldn't be strictly to time. There should be flexibility to extend beyond the time that is now because the items on the agenda is too complex. 05:14 Sunday Folayan: Thank you very much. Any seconder to that? Any seconder to flexibility of agenda? Adiel is on the mic. 05:25 Adiel Akplogan: Not to second that, but I have another point to add on it ____. 05:29 Sunday Folayan: Adiel, can we dispense with that? Any seconder, please approach the mic. Let's have a seconder to that motion. 05:39 Seun Ojedeji: Yes, I second the motion. 05:41 Sunday Folyan: Thank you. Name, organisation? 05:44 Omo Oaiy: I'm Omo Oaiya. WACREN, Nigeria. 05:47 Sunday Folayan: Thank you, all in favour say, "Flexible." 05:51 S?: Flexible. 05:52 Sunday Folayan: Those against same sign. Agenda will be flexible. Thank you. Adiel, you have the floor please. 05:58 Adiel Akplogan: Adiel Akplogan, Associate Member ____. [chuckle] 06:04 Adiel Akplogan: I want to add one point to the agenda as well to discuss the proceedings of the AGMM. I think we need to remind all the participants the proceedings because calling the security, I don't think it is a good ____ part in an AGMM and I think everybody should know first, before we go down the road of security. So, that is the point to the agenda. Thank you. 06:32 Sunday Folayan: Thank you very much! Adiel is proposing we add AGMM proceedings. I call for a seconder to that please. 06:47 Nii Quaynor: Nii Quaynor, Ghana.com I second it. 06:50 Sunday Folayan: Thank you very much. All in favor of adding AGMM proceedings to any other business. Say "AGMM." Those against same sign. Thank you. We'll add AGMM proceedings to the agenda which would be before open mic. [pause] 07:24 Sunday Folayan: Thank you! Any other modification to the agenda ____, the Chair seeks a motion to adopt this agenda for the use at this meeting. Motion to adopt the agenda if there are no modifications to the agenda. 07:46 Sunday Folayan: Please, could you approach the microphone? Thank you. And if there is a seconder, please approach the microphone. 07:52 Mike Silber: Mike Silber, Liquid Telecom, we propose. 07:55 Sunday Folayan: Thank you. Motion moved, seconder? [pause] 08:05 Mary Uduma: Mary Uduma from NIRA. Before the seconding, please do you see that this proceeding to AGMM will come after open mic. I thought this... What is the information thing for us to know before we go on to others. If not, I second. [pause] 08:41 Sunday Folayan: Thank you. I just consulted and the CEO is advising me that it actually makes sense to move the proceedings of AGMM forward because that would guide us and that would lay the ground rules for our discussions. So the ____ is that the proceedings at AGMM, before the approval of last AGMM minutes... Can we have that as the first item after the review of agenda proceedings at AGMM... AGMM, so that would be item 1.1? 09:22 Mike Silber: We'll propose with a friendly amendment. 09:25 Sunday Folayan: Thank you. And seconder also said subject to the amendments. Thank you very much. Agenda now adopted. So, we move to item 1.1, which would be proceedings at AGMM. Before inviting Adiel to introduce the topic, the agenda item that has been added, I like to sincerely apologize for quickly moving to the extremes that I'd invite security. It was not my intention, but I really believe at a meeting when the Chair requests a member to take their seats, the member should take the seat and not say "No" to the Chair. No single person is greater than the assembly seated, and the assembly at every point in time, can regulate its own seating. Having said that, I tender my apologies to members. Thank you. May I invite Adiel to introduce the topic and discuss it? Thank you. 10:47 Adiel Akplogan: I will introduce and will defer to the legal counsel to guide the assembly all the rule and regulation of an AGMM. I think it is very important that everybody understand the rule and regulation and where to talk, so that we avoid the incident that we just had. Thank you. 11:15 Ashok Radhakissoon: Yeah. Thank You. Now in general meetings, once the meeting is called to order, it is the Chair which instructs how the meeting is going to be conducted. The first item on the agenda has been covered, amendment have been moved and approved, and I would like to just to read one part of the bylaw which says: "The ruling of the Chairperson of the AGM, on matters relating to order of business and procedure and conduct of the AGM shall be final and binding and no motion of the central government ____ maybe entertained except if there is something contrary in the constitution." So, it is as simple as that, that he calls the meeting to order and runs... It is under order, his instructions have got to be followed unless what he rules is contrary to the constitution. Thank you. 12:27 Sunday Folayan: Thank you very much, Ashok. Once again I apologize. Maybe I could have taken the route of explaining instead of just putting it across. Thank you. 12:40 Sunday Folayan: May I say that for expediency, so that we will run this meeting... It's a chocked agenda. It's packed. We have so much business to do where we need to be efficient. May I appeal that once somebody introduces a topic, and we know what it is, it would be nice to discuss either for or discuss against. But let us keep focus on the issue that is being discussed. Let us dispense with every issue first before we introduce new issues. And any issue not covered in the agenda, definitely when we get to open mic, we will cover it, so that we can stay focused. 13:31 Sunday Folayan: May I also say that when people approach the microphone to speak, it will be nice to discuss one topic. If people have other topics to discuss, then they go to the back of the queue so that we can be efficient. I say this so that we don't spend too much time with specific people hogging the microphone and dragging us back. I seek your cooperation in this regard. I promise to be very, very, very democratic. I'll do my best to be, but I appeal that you cooperate with me in that regard. 14:11 Sunday Folayan: Having said that, we can then move to item 2.0 which is the approval of the last AGMM minutes dated 6th June, 2014 held in Djibouti. The minutes are circulated, so I'll take us through the items, if there are corrections, please approach the mic. We'll take the corrections item by... Professor Quaynor, yes, you have the floor. 14:46 Nii Quaynor: Mr. Chairman, I appreciate that you want to be expedient. But I wanted to make a comment further to what has Ashok said. I believe part of the role here is looking for consensus. And so, I was a bit concerned about simply what the bylaw says that the word is final, meaning, that is beyond just the bylaws, also the decorum and the method of communication to an extent is part of it. So, in addition to the procedures, there is something else which is what prompted the procedures to be put on the agenda. So, we need to add that. Even though we've commented on the withdrawal of the approach that was used, I think a long-sided formal bylaws, there is something else of good judgement which we need to factor in especially since we're looking for consensus. I thought, I'll just make that statement in support of this statement by Adiel. Thank you. 16:00 Sunday Folayan: Thank you very much, Prof. From my own side, I do promise to ensure that the voices of the members are heard and I want to also appeal to other members seated to ensure that we don't bully each other. We're one community. We are free to disagree, but we should not drown the voices of others when we put our own position across. For our positions to be taken, others must be listening, and they will not be listening if we are shouting our position across. I hope Professor Quaynor, I addressed your point. Thank you very much. 16:45 Sunday Folayan: Minutes of the meeting of 6th June. Attendance. Agenda. Matters arising from the agenda 1.0. Welcome an agenda review. 2.0 Approval of last AGMM minutes dated 21st June, 2013 held in Zambia. [pause] 17:22 Sunday Folayan: We are reading the minutes. 2.0 on the minutes is minutes held in Zambia. Then the Resolution AGMM 2014 02-01. 3.0 Board activity updates. [pause] 18:10 Sunday Folayan: Thank you. There's a correction on the resolution AGMM 2014 02-01. The minutes of the meeting were held on 21st June, 2013 in Lusaka, Zambia, not 2014. Please change the 2014 to 2013, please. Thank you. 4.0 Activity updates, any correction there? 4.1 Member services, 4.2 HR, 4.3 IT, 4.4 questions and answers. Yes, please, approach the mic if there's an issue on the minutes. 19:19 Nii Quaynor: I thought we're discussing Djibouti. So, yeah, I want to be cleared. 19:28 Sunday Folayan: Yes, Professor Quaynor. One of the items on the agenda in Djibouti was to approve the minutes of the meeting in Lusaka. Now, we are in Tunis and the item we're discussing is to approve the minutes taken in Djibouti. So, there is no conflict except that small date that we changed. So, now we are reviewing the activity update given by the CEO then in Djibouti. Are there... In the course of this meeting, we would take further activity updates here in Lusaka... In Tunis. Item 5.0 is the financial updates and 5.1, 2013 audited reports. Still no comments? 5.2, Appointment of auditors. Now, we move on to proposed resolutions which is the appointment of KPMG as external auditors. 21:07 Sunday Folayan: Alright. Then all the way if there're any issues on the appointment of auditors, if none, I move to 7.0 Board elections, 7.2 Votes. And we have the slip there. [pause] 21:44 Sunday Folayan:: 9.0 Election results. You will remember we moved the elections forward in Djibouti. That's why the minutes is written that way, there is no error there. It was deliberate to move elections forward and then we continued with the business after elections. So, the minutes just reflect the agenda without a change in the agenda flow because we did not amend the agenda, we brought the item forward. Item 5.0 Financial updates, 5.1 Audited financial reports. I'd move on to a resolution AGMM 2014, 02-02. Appointment of auditors for 2014, 5.2, and then resolution AGMM 2014 02-03, 5.3 Presentation of 2014 budgets, and 5.4 2014 Budget execution. Oh, sorry. I'm sorry, Mike. 23:15 Mike Silber: Cheers. Apologies. With your permission, the document is available on the website. ____ IP members have taken the opportunity to read and review. I'd like to propose the adoption of the minutes as read and with the correction indicated. 23:28 Sunday Folayan: Thank you. Proposed that we adopt the minutes as circulated and read, any seconder to the motion? 23:44 Fiona Asonga: Fiona Asonga, Telecommunication Service Providers Association of Kenya, the minutes have been on the site for quite some time, they were circulated, we have gone through them and I do second ____. 23:54 Sunday Folayan: Thank you. All in favor of adopting them? Say, "Minutes." 24:01 S?: Minutes. 24:02 Sunday Folayan: Those against same sign, say, "None minutes adopted." Thank you very much. So, we'll move on now to board activity updates. Item 3.0.