Minutes of the 52nd RIPE NCC Executive Board Meeting

Author: Paul Rendek
Date: 2006/07/25

Revision No.: 1.3

Status: Final
Maintainer: Sabine Mader

Minutes of the RIPE NCC Executive Board Meeting EB #52 on 20 June 2006

Attendees:

Dmitry Burkov, ICANN Liaison
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 & Comms., RIPE NCC

Guests:
Frode Greisen
Hans Spoelstra, KPMG, RIPE NCC Auditors for Agenda Item 0
Henk Uijterwal for Agenda Item 7
Rob Blokzijl for Agenda Item 8

Agenda:

0. Meeting with auditors
1. New board member welcome
2. Agenda / Comments
2.1. Apologies, New Agenda Points
2.2. Approval of Previous Minutes, #51
2.3. Date of Next Meetings
3. Distribution of Executive Board functions
4. Action Items without related agenda point
5. Report from the RIPE NCC
6. Financial Issues
6.1 Update on Authorisation procedure implementation
6.2 Discussion of Goals for the Charging Scheme 2007
6.3 Allocation of 2005 Surplus
7.  RIPE NCC Personnel Fund
8. External Relations
8.1. NRO
8.2. ICANN / IANA
8.3. RIPE
8.3.1. RIPE Meeting Cost
9. Discussion of Electronic Voting for General Meetings
10. RIPE NCC Travel
11. AOB
11.1. Minutes General Meeting 26 April
11.2. Response from Hay Group Concerning Director’s Function

Kees Neggers, Executive Board Chairman opened the meeting at 13:00

0. Meeting with auditors

Kees welcomed Hans Spoelstra of KPMG to the meeting.

Hans introduced himself to the Executive Board. Before reviewing the auditors’ letter Hans reported that KPMG did not conduct an EDP (Electronic Data Processing) audit on the financial process when they performed the audit on the 2005 financial statements. Hans stated that this was not necessary for the audit of the financial statements. KPMG stated that an EDP audit was planned for mid-2006.

Kees felt it was important for the auditors to perform an EDP audit of the Registration Services processes and procedures. Hans stated that KPMG will consult with the RIPE NCC and include this in an EDP audit.

Hans mentioned that there were 4 main issues that were brought forward in the auditors’ management letter. He presented the issues to the Board and re-confirmed the recommendations made by KPMG.

The Board discussed the issue of debtor management. The RIPE NCC will closer investigate the circumstances of LIR closure.

The Board discussed the issue of salary accounting. Jochem de Ruig stated that the RIPE NCC had already implemented the recommendations brought forward by KPMG.

1. New board member welcome

Kees welcomed Dmitry Burkov to the Board.

2. Agenda / Comments

Kees proposed adding the following agenda point:

11.2. Response from Hay Group Concerning Director’s Function

All agreed to the agenda.

2.1. Apologies, New Agenda Points

No apologies were brought forward.

2.2. Approval of Previous Minutes, #51

The minutes of the 51st Executive Board Meeting were approved.

2.3. Date of Next Meetings
Confirmation of the next meeting dates:

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 October 2006 General Meeting on Thursday, 5 October 2006 at 17:00 at the Krasnapolsky Hotel, Amsterdam.

3. Distribution of Executive Board functions

Kees proposed that Frode Greisen take up an advisory role at the RIPE NCC to continue to work on ICANN/IANA issues. The Board unanimously agreed.

Frode agreed to continue in an advisory role in relation to ICANN/IANA for the RIPE NCC and he will work out the contractual details with Axel.

The Board fixed the functions within Executive Board as follows:

Chairman: Kees Neggers
Secretary: Nigel Titley
Treasurer: János Zsakó
ICANN Liaison: Dmitry Burkov
Member: Jim Reid

4. Action Items without related agenda point

The Board discussed the outstanding action items (see action items section attached at the end of the minutes).

5. Report from the RIPE NCC

Axel stated that his recent Board report included the update on the activities and services of the RIPE NCC. Axel also mentioned that he provided the Board with a number of documents that support his update for the Board.

6. Financial Issues

6.1 Update on Authorisation procedure implementation

Janos provided an update on the authorisation procedure that was recently implemented at the RIPE NCC.

Janos mentioned that financial approvals have been changed from an unlimited transfer amount to a maximum of 400,000 EUR from the current account. He clarified the changes and stated that the RIPE NCC has a reasonable amount of security over the transfer of funds.

Janos also reported about the balance of funds between the two banks where the RIPE NCC keeps its reserves. A proposal to move funds will be made in order to keep the two reserve accounts at a roughly balanced level. Kees mentioned that it was agreed that the RIPE NCC would deposit funds based on the highest level of security not the highest return on investment. The Board agreed.

ACTION: Janos will work with the RIPE NCC to re-balance the deposit of funds. A proposal will be brought forward for Board agreement.

6.2 Discussion of Goals for the Charging Scheme 2007

Janos reported on two alternative models that were formulated for the 2007 charging scheme: one that would lower the fees and the other to both lower fees and provide a one-off discount to existing members for 2007.

The Board agreed that the membership should decide on the amount that would be discounted to the members. This could be decided at the October 2006 general meeting. It was also agreed that the Board would provide a recommendation on how this should be carried out.

It was agreed that the Board would propose a charging scheme including a discount for services for 2007.

6.3 Allocation of 2005 Surplus

The Board agreed to transfer the 2005 surplus to the RIPE NCC Clearinghouse.

7.  RIPE NCC Personnel Fund

Kees gave an overview of the RIPE NCC Personnel Fund for the benefit of Dmitry Burkov.
Henk Uijterwal (RIPE NCC Personnel Fund Board) was asked to join the meeting. Henk provided the Board with an update from the Personnel Fund Board. He stated that staff were in agreement that the RIPE NCC has changed and the need for this particular fund was no longer valid. He also mentioned that the Personnel Fund Board was open to the development of a contingency plan that could replace the Personnel Fund.

ACTION: Axel to prepare a draft emergency plan to be proposed to the Board for their upcoming meeting: 30 August 2006.

8. External Relations

8.1. NRO

Frode Greisen provided an update on contract agreements with ICANN and IANA. He reported that it was agreed to form a Task Force consisting of the Director and a Board member of each RIR. The Task Force was established to review and compile the agreements between the RIRs and ICANN/IANA.
The Board discussed the ICANN/IANA agreements.

The Board discussed the role of the NRO. They agreed that they do not support growth of the NRO as an organisation. It was agreed however that the NRO is a good vehicle to coordinate and present a unified position of the RIRs to the outside world.

8.2. ICANN / IANA

ICANN and IANA were discussed in agenda point 8.1.

8.3. RIPE

Rob Blokzijl provided an update from RIPE concentrating on the recent RIPE Meeting held in Istanbul, Turkey.

8.3.1. RIPE Meeting Cost

The Board discussed the document prepared by the RIPE NCC outlining the costs of the last 5 RIPE Meetings.

It was asked whether the staff time was represented in the cost structure. The Board asked for this information in order to have a complete view of the budget.

ACTION: Axel to prepare the RIPE Meeting costs to include support staff costs. This will include how staff travel is broken down for RIPE Meetings (RIPE Meeting support, RIPE NCC Business support & RIPE meeting attendees)

The Board adopts the proposal of the MD and the RIPE Chairman not to change the RIPE Meeting fees.

9. Discussion of Electronic Voting for General Meetings

The Board discussed the issue of electronic voting at General Meetings. The Board agreed to discuss this issue again after further thought.

10. RIPE NCC Travel

The Board expressed concern at what appears to be high staffing levels at RIPE meetings, noting that some members had commented on this. In response to these concerns, Axel provided a breakdown of the staff participating at the Istanbul meeting and their roles. The RIPE NCC travel policy was also discussed. It was also noted that the Member Service Centre often appears to be over-staffed and/or under utilised during RIPE meetings. Axel agreed he would discuss this with the management team and review arrangements for future meetings.

11. AOB

The Board asked to have the documents for each meeting in a separate directory.

11.1. Minutes General Meeting - 26 April 2006

The minutes of the RIPE NCC General Meeting were approved by the Board.

11.2. Response from Hay Group Concerning Director’s Function

The Board received an evaluation of the Managing Director’s function. The Board felt that it required more information on the evaluation of the function. Kees agreed to contact the Hay Group to request more information.

ACTION: Kees to contact the Hay Group regarding the evaluation of the Managing Director’s position.

No additional points of business were raised.

The Chairman closed the meeting at 17:45.

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.
  • Status 07/06/06: ONGOING - NRO Chairman revising document based on comments brought forward by RIR Boards.
  • Status 20/06/06: CLOSED - Overtaken by action item EB120

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.
  • Status 20/06/06: DONE

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.

  • Status 07/06/06: DONE

New Action Items:

EB121 20/06/06 JZ
Janos will work with the RIPE NCC to re-balance the deposit of funds. A proposal will be brought forward for Board agreement.

EB122 20/06/06 AP
Axel to prepare a draft emergency plan to be proposed to the Board for their upcoming meeting: 30 August 2006.

EB123 20/06/06 AP
Axel to prepare the RIPE Meeting costs to include support staff costs. This will include how staff travel is broken down for RIPE Meetings (RIPE Meeting support, RIPE NCC Business support & RIPE meeting attendees)

EB124 20/06/06 KN
Kees will contact the Hay Group regarding the evaluation of the Managing Director’s position.