Minutes of the 50th RIPE NCC Executive Board Meeting

Author: Paul Rendek
Date: 2006/04/18

Revision No.: 1.0

Status: Final
Maintainer: Sabine Mader

Minutes of the RIPE NCC Executive Board Meeting EB#50 on 23 March 2006

Attendees:

Frode Greisen, ICANN Liaison (present for agenda point 5.1.1. via telephone)
Kees Neggers, Chairman
Jim Reid, Member
Nigel Titley, Secretary
János Zsakó, Treasurer

Sabine Mader, Assistant to the Managing Director, RIPE NCC
Axel Pawlik, Managing Director, RIPE NCC
Paul Rendek, Head of Member Services and Comms., RIPE NCC
Jochem de Ruig, Chief Financial Officer, RIPE NCC (present for agenda points 3 and 4)

Apologies:

Rob Blokzijl, Chairman, RIPE

Agenda:

1. Agenda / Comments
1.1. Apologies, New Agenda Points
1.2. Approval of Previous Minutes, #49
1.3. Date of Next Meetings
(agreed: 25 April 2006, 12:30, RIPE 52, Istanbul proposed: June, late August (teleconference))
2. Outstanding Actions
3. Report from the RIPE NCC
4. Approval of Annual and Financial Report
5. External Relations
5.1. NRO
5.1.1. Incorporation Documents
5.2. ICANN / IANA
5.3. RIPE
5.3.1. RIPE Meeting Cost
6. Preparation General Meeting
6.1. Agenda & Draft Resolutions
6.2. Candidates
6.3. Directors’ Indemnification
7. Personnel Fund Reform
8. AOB

Kees Neggers, Executive Board Chair opened the meeting at 09:10.

1. Agenda / Comments

1.1. Apologies, New Agenda Points

Frode Greisen was only present for agenda point 5.1.1. Rob Blokzijl was unable to attend the meeting.

No new agenda points were proposed.

1.2. Approval of Previous Minutes, #49

The Board approved the minutes of the 49th RIPE NCC Executive Board meeting.

1.3. Date of Next Meetings

The following dates have been scheduled for the upcoming Executive Board meetings in 2006:

EB Meeting #51 - 25 April 2006 - start time 12:30 at the RIPE 52 meeting (meeting room TBA)

• Kees Neggers stated that he will not be present for the Executive Board meeting or General Meeting scheduled 25 April 2006.

EB Meeting #52 - 20 June 2006 - from 13:00 - 17:00 at the RIPE NCC offices. Lunch at 12:00

EB Meeting #53 - 30 August 2006 - from 13:00 - 17:00 at the RIPE NCC offices. Lunch at 12:00

EB Meeting #54 - 5 October 2006 - from 12:30 to 13:30 at the RIPE 53 meeting (meeting room TBA)

EB Meeting #55 - 23 November 2006 - from 13:00 - 17:00 at the RIPE NCC offices. Lunch at 12:00

The Board agreed to hold the General Meeting October 2006 on Thursday, 5 October 2006 at 17:00 at the Krasnapolsky Hotel, Amsterdam.

2. Outstanding Actions

EB105 17/11/04 / AP
The Board asked that the NRO outline a strategy to implement the IANA service agreement contract and propose how this contract should be formulated and reviewed by the RIR Boards.

• Status 31/03/04: The NRO is currently drafting an IANA service agreement. The doc. will go to the RIR Boards to gather feedback. The RIPE NCC Board will take a formal resolution on the service agreement.
• Status 06/09/05: Axel reported that work is ongoing and that a draft would be ready for the Board prior to their meeting in November.
• Status 12/10/05: ONGOING - Snapshots of the documents under current examination were discussed.
• Status 24/11/05: ONGOING – The meeting discussed the status of progress in formulating an IANA service contract.
• Status 23/03/06: ONGOING – Axel will meet with the NRO EC in Wellington to finalise the text for the IANA service contract. The document will then be sent to the RIR boards.

EB112 06/09/05 / AP
Axel was asked to prepare a documented request to the Hay Group regarding the Managing Director (MD) function. The Board will then request advice from the Hay Group on the remuneration package for the MD function.

• Status 12/10/05: ONGOING
• Status 24/11/05: ONGOING - The document will be amended in cooperation with the Board.
• Status 23/03/06: ONGOING - The Executive Board is awaiting a response from the Hay Group, in response to Kees Neggers’letter.

EB113 06/09/05 / AP
Axel to provide the NRO documents of incorporation to the Board confirming that all operational and legal activities can be executed in the English language.

• Status 12/10/05: ONGOING - Snapshots of the documents under current examination were discussed.
• Status 24/11/05: ONGOING - Documents are currently being drafted.
• Status 23/03/06: DONE

EB115 06/09/05/ AP
The Board asked the RIPE NCC to produce a document for defining and terminating projects carried out by the RIPE NCC and deliver the document to the Board for their next meeting scheduled for 12 October 2005.

• Status 12/10/05: ONGOING - The document for defining and terminating projects carried out by the RIPE NCC will be presented to the Board at the upcoming meeting on 24 November 2005.
• Status 24/11/05: ONGOING - The document was discussed and Board agreement on the scope was established.
• Status 24/11/05: ONGOING - The document was discussed and after discussion the Board agreed on the scope which was to describe the responsibilities and interaction between the RIPE NCC Executive Board, management and members and the RIPE community and stakeholders. The Board asked Axel to revise the document accordingly.
• Status 23/03/06: DONE

EB116 24/11/05 AP
The Board asked the RIPE NCC to approach KPMG and request clarification of the text relating to the publication of the auditor’s report.

• Status 23/03/06: DONE

EB117 24/11/05 AP
The Board has requested a separate document to support the external Activity Plan 2006 with a description of projects, goals, and resources attributed to activities the RIPE NCC will carry out in 2006. It was agreed that this would be, for now, the “per activity cost budget”.

• Status 23/03/06: DONE

EB118 24/11/05 AP
The Board will seek explicit support from the members at the General meeting for professional indemnification. In addition, the Board agreed to raise the Director Liability Insurance up to 1,000,000 Euros and include US coverage in the insurance. The Board also agreed to acquire professional liability insurance for RIPE NCC operations.

• Status 23/03/06: ONGOING – Axel will approach the RIPE NCC lawyers for the appropriate resolution text to indemnify the Board. This resolution will be included as an agenda item for the upcoming General Meeting.

EB119 24/11/05 AP
The Board has asked Axel to modify the document to describe the distribution of responsibility between the RIPE NCC and Executive Board, the RIPE NCC membership and the Internet community.

• Status 23/03/06: DONE

3. Report from the RIPE NCC

Axel Pawlik provided a report from the RIPE NCC.

No questions were brought forward by the Board.

4. Approval of Annual and Financial Report

Jochem de Ruig presented the financial report for 2005. No questions were brought forward by the Board.

Jochem presented the 2006 financial status to date. The meeting briefly discussed the projected year-end financial status given the current projections.

The Board discussed and approved the RIPE NCC Annual Report 2005 and was pleased with the quality of the report.

5. External Relations

5.1. NRO

5.1.1. Incorporation Documents

Frode Greisen was present via telephone for section 5.1.1.

The Board discussed the latest version of the NRO Incorporation Documents.

ACTION: Frode to draft text outlining the Executive Board’s concerns about the NRO incorporation documents. Upon agreement of the Board the text will be circulated to the RIR Boards.

5.2. ICANN / IANA

Axel provided a brief update on IANA.

5.3. RIPE

5.3.1. RIPE Meeting Cost

The profit and loss statements of past RIPE meetings were presented to the Board. Axel noted that the RIPE fees contributed 75% of the cost of the 2005 RIPE Meetings. He also suggested that the RIPE NCC, together with the RIPE Chairman, analyse the development of RIPE Meeting fees since the last adjustment of fees and provide a proposal for Executive Board consideration in time for the Executive Board Meeting #52 scheduled for 20 June 2006.

ACTION: Axel to analyse RIPE fee developments since the last RIPE Meeting fee adjustment with the RIPE Chairman and produce a proposal in time for discussion at the 20 June 2006 Executive Board meeting.

6. Preparation General Meeting

The Board discussed the preparations for the General Meeting - April 2006.

6.1. Agenda & Draft Resolutions

The Board agreed the draft agenda for the General Meeting - April 2006 and asked the RIPE NCC to publish the agenda keeping in mind the deadline for members to suggest agenda items according to the RIPE NCC statutes.

6.2. Candidates

The Board recognised that two nominations to the Board have been made however there are no confirmed candidates to date.

6.3. Directors’ Indemnification

The Board discussed this issue and agreed that in order to indemnify the Board the RIPE NCC members must approve this as a resolution at the upcoming General Meeting.

ACTION: The Board asked Axel to prepare the Directors’ Indemnification resolution text for Board agreement prior to formal publication as an agenda item for the General Meeting.

7. Personnel Fund Reform

The Board discussed a draft proposal prepared by Axel, on request of both the Fund Board and the NCC Board, for the reform of the Fund Board. The original Fund was needed to protect the staff in the transition from TERENA to the RIPE NCC Association. RIPE NCC is now a stable organization and the original purpose is overdue. However, it still makes sense to protect the NCC members and the Internet at large for a disaster scenario effecting the NCC.

The board discussed the proposal, which was still a very early draft, and made several suggestions for improvement. Kees will take this as input for a discussion on this topic in the next Personnel Fund Board meeting. After the Fund Board meeting Axel will be asked to prepare a new proposal based on the input from both Boards.

ACTION: Kees will report on the NCC Boards view in the next meeting of the Personnel Fund Board meeting.

8. AOB

No additional points of business were raised.

The Chairman closed the meeting at 12:15.

Outstanding Actions

EB105 17/11/04 / AP
The Board asked that the NRO outline a strategy to implement the IANA service agreement contract and propose how this contract should be formulated and reviewed by the RIR Boards.

• Status 31/03/04: The NRO is currently drafting an IANA service agreement. The doc. will go to the RIR Boards to gather feedback. The RIPE NCC Board will take a formal resolution on the service agreement.
• Status 06/09/05: Axel reported that work is ongoing and that a draft would be ready for the Board prior to their meeting in November.
• Status 12/10/05: ONGOING - Snapshots of the documents under current examination were discussed.
• Status 24/11/05: ONGOING – The meeting discussed the status of progress in formulating an IANA service contract.
• Status 23/03/06: ONGOING – Axel will meet with the NRO EC in Wellington to finalise the text for the IANA service contract. The document will then be sent to the RIR boards.

EB112 06/09/05 / AP
Axel was asked to prepare a documented request to the Hay Group regarding the Managing Director (MD) function. The Board will then request advice from the Hay Group on the remuneration package for the MD function.

• Status 12/10/05: ONGOING
• Status 24/11/05: ONGOING - The document will be amended in cooperation with the Board.
• Status 23/03/06: ONGOING - The Executive Board is awaiting a response from the Hay Group, in response to Kees Neggers’ letter.

EB113 06/09/05 / AP
Axel to provide the NRO documents of incorporation to the Board confirming that all operational and legal activities can be executed in the English language.

• Status 12/10/05: ONGOING - Snapshots of the documents under current examination were discussed.
• Status 24/11/05: ONGOING - Documents are currently being drafted.
• Status 23/03/06: DONE

EB115 06/09/05/ AP
The Board asked the RIPE NCC to produce a document for defining and terminating projects carried out by the RIPE NCC and deliver the document to the Board for their next meeting scheduled for 12 October 2005.

• Status 12/10/05: ONGOING - The document for defining and terminating projects carried out by the RIPE NCC will be presented to the Board at the upcoming meeting on 24 November 2005.
• Status 24/11/05: ONGOING - The document was discussed and Board agreement on the scope was established.
• Status 24/11/05: ONGOING - The document was discussed and after discussion the Board agreed on the scope which was to describe the responsibilities and interaction between the RIPE NCC Executive Board, management and members and the RIPE community and stakeholders. The Board asked Axel to revise the document accordingly.
• Status 23/03/06: DONE

EB116 24/11/05 AP
The Board asked the RIPE NCC to approach KPMG and request clarification of the text relating to the publication of the auditor’s report.

• Status 23/03/06: DONE

EB117 24/11/05 AP
The Board has requested a separate document to support the external Activity Plan 2006 with a description of projects, goals, and resources attributed to activities the RIPE NCC will carry out in 2006. It was agreed that this would be, for now, the “per activity cost budget”.

• Status 23/03/06: DONE

EB118 24/11/05 AP
The Board will seek explicit support from the members at the General meeting for professional indemnification. In addition, the Board agreed to raise the Director Liability Insurance up to 1,000,000 Euros and include US coverage in the insurance. The Board also agreed to acquire professional liability insurance for RIPE NCC operations.

• Status 23/03/06: ONGOING – Axel will approach the RIPE NCC lawyers for the appropriate resolution text to indemnify the Board. This resolution will be included as an agenda item for the upcoming General Meeting.

EB119 24/11/05 AP
The Board has asked Axel to modify the document to describe the distribution of responsibility between the RIPE NCC and Executive Board, the RIPE NCC membership and the Internet community.

• Status 23/03/06: DONE

New Actions:

EB120 23/03/06 FG
Frode to draft text outlining the Executive Board’s concerns about the NRO incorporation documents. Upon agreement of the Board the text will be circulated to the RIR Boards.

EB121 23/03/06 AP
Axel to analyse RIPE fee developments since the last RIPE Meeting fee adjustment with the RIPE Chairman and produce a proposal in time for discussion at the 20 June 2006 Executive Board meeting.

EB122 23/03/06 AP
The Board asked Axel to prepare the Directors’ Indemnification resolution text for Board agreement prior to formal publication as an agenda item for the General Meeting.

EB123 23/03/06 KN
Kees will report on the RIPE NCC Board’s view in the next meeting of the Personnel Fund Board meeting.

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