Summary

  • AFRINIC is taking comments on its second draft Constitution until 21 August 2026 at 23:59 UTC; the proposal is not operative.
  • The current Constitution lets the CEO set remuneration and employment conditions for non-executive employees without an express Article 17.4 policy or budget condition.
  • The draft adds both conditions and requires other powers delegated by the Board to the CEO to be put in writing.
  • The explanatory note promises more than the clause: it refers to human-resources policies, an annual remuneration budget and wider Board control that Article 17.4 does not fully spell out.
  • The draft does not require the policy, budget envelope, exceptions, conflicts, compliance reports or employee review route to be visible.

A control can exist on paper and remain impossible to test

AFRINIC’s proposed Article 17.4 changes only a few words, but those words sit on a recurring governance fault line: who may commit organisational money, within whose limits, and who can verify that the limits were observed.

The operative Constitution gives the Chief Executive Officer day-to-day management and power to determine the remuneration and other employment conditions of every employee below executive level. It separately says the Board may delegate other powers from time to time. The clause does not expressly tie the first power to a remuneration policy or budget, and it does not say that the second delegation must be written.

The consultation draft changes both points. The CEO’s decision over non-executive employee pay would become subject to “any remuneration policy and budget approved by the Board”. Other powers would have to be delegated by the Board in writing. These are genuine improvements. A policy can create consistent criteria; a budget can cap aggregate discretion; a written instrument can establish the existence and scope of delegated authority.

But Article 17.4 does not tell a member, employee or later reviewer how to confirm that any of those controls worked. It does not require publication of the policy or even a dated notice that one was approved. It does not identify the budget envelope governing remuneration. It does not say who checks an individual decision before payment, who may approve an exception, what happens when the CEO or a director has a conflict, or what record reaches the Board after the fact. The clause creates an internal control without creating an external test.

That is the bounded news question before comments close on 21 August at 23:59 UTC.

The explanatory note is broader than the constitutional words

AFRINIC’s explanatory note says the revision clarifies management and Board roles. It describes employee management, remuneration, benefits and employment terms as executive functions. It then says those powers would be subject to Board-approved remuneration and human-resources policies and the approved annual budget. It also says the Board would determine the remuneration of the CEO, executive-level employees and other positions it may designate.

The operative draft is narrower. Article 17.4(b) names “any remuneration policy and budget approved by the Board”. It does not name a human-resources policy or call the budget annual. Article 15.3(g) gives a dedicated committee power over executive-level employment conditions, while Article 17.4 excludes executive-level employees from the CEO’s authority. The explanatory note’s reference to “such other positions” is not repeated in Article 17.4.

An explanatory note can assist readers. It is not a substitute for operative text. If annual review, human-resources policy and additional reserved positions are intended constraints, the Constitution should state them or point expressly to the instrument that will. Otherwise a future decision-maker can cite the narrower clause while a public defence cites the broader rationale.

The phrase “remuneration policy” also has no minimum contents: pay bands, adjustments, benefits, incentives, exception thresholds, equal-treatment review and revision remain unspecified. An undefined and unpublished policy can become a label applied after the decision.

Section 131 keeps responsibility with the Board

The explanatory note invokes section 131 of Mauritius’s Companies Act. That provision permits a Board, subject to constitutional restrictions, to delegate eligible powers to a committee, director, employee or another person. It also supplies the accountability condition that is easy to omit in a summary: the Board remains responsible for the delegate’s exercise of power as though the Board exercised it, unless the statutory reasonable-belief and monitoring conditions are met.

Writing identifies the power; it does not prove the monitoring by “reasonable methods properly used” that section 131 describes. Section 143 separately requires directors to act within the Act and Constitution, honestly and in good faith in the company’s best interests, with required care, diligence and skill. Neither rule automatically publishes a policy, reveals an exception or gives an employee a hearing.

The power chain therefore remains specific. The Board approves policy and budget, sets financial ceilings, controls executive-level conditions through a dedicated committee and delegates other authority. The CEO sets non-executive employee remuneration inside those limits. The Board must monitor what it delegates. Employees bear the direct consequence of individual decisions. Members are asked to approve a constitutional design without an express right in Article 17.4 to see the instruments that make that design real.

A governance benchmark shows the missing records

The National Code of Corporate Governance for Mauritius recommends transparent, fair and consistent remuneration policy for directors and senior executives, annual-report disclosure and Board or committee review. Its example charter also includes independent membership, minutes and annual reporting.

Those materials must be bounded carefully. The Code describes a comply-and-explain framework for public-interest entities and public-sector organisations and encourages other companies to apply it where relevant. The fixed record does not establish that AFRINIC is legally a public-interest entity. The Code is therefore a design benchmark here, not proof that AFRINIC has a legal obligation under every recommendation or has breached one.

AFRINIC could publish the policy framework, aggregate budget, approval dates and anonymised exceptions while protecting individual salary data. Article 17.4 also gives no express employee review; no specific dispute is alleged here.

The agency question is who audits the approval label

Heng Lu’s notes test “community” and institutional procedure against executable rights. His agency analysis asks who controls information, decides, reviews and bears the downside. “Approved by the Board” starts the inquiry: who prepared the policy, recused, checked an adjustment, authorised an exception and can correct an error?

The draft answers the first-order allocation—Board above CEO—but not second-order supervision. Heng Lu’s power-liability analysis warns against consequence-heavy authority paired with consequence-light responsibility: naming an internal process is not proof of accountability.

LARUS research similarly distinguishes coordination from expanding governance power, and NRS disputes the authority of the people AFRINIC presents as its Board while seeking transaction-level records. Those positions remain attributed. AFRINIC’s court, Board, document and resolution pages prove what it publishes, not a judgment validating every disputed act.

A new control does not cleanse contested history

The proposal remains a consultation text. A later external legal review, Board recommendation, SGM vote or adoption would make a different future record. None of those steps can, by itself, retrospectively validate the purported Board, the Receiver, their supporters, resource lock-in positions, historical spending or a separately contested transaction.

BTW’s research reported a historical legal engagement term of US$1,000 per hour. The fixed packet does not include a final adjudication that the term was illegal, or evidence supporting a new allegation of fraud, corruption, conspiracy or personal misconduct. It remains attributed reporting that demonstrates why transaction authority and records matter. An improved Article 17.4 cannot manufacture authority for an earlier fee, invoice or approval.

The strongest response is precise: keep policy, budget and written delegation; add minimum content, revision dates, recusal, a delegation register, anonymised exceptions, compliance review, member-visible evidence and an employee review path.

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Further reading