Minutes 94th Executive Board Meeting

Draft Minutes 94th RIPE NCC Executive Board Meeting

19 June 2014, 1300-1700, RIPE NCC Offices, Amsterdam


Author:

Paul Rendek
Date: 19/06/2014
Status: Draft

Attendees:

  • Dmitry Burkov, ICANN Liaison
  • Maria Häll, Member
  • Christian Kaufmann, Secretary
  • Nigel Titley, Chairman
  • Remco Van Mook, Treasurer
  • Salam Yamout, Member
  • János Zsakó, Adviser
  • Hans Petter Holen, RIPE Chairman, RIPE
  • Sabine Mader, Assistant to the Managing Director, RIPE NCC
  • Axel Pawlik, Managing Director, RIPE NCC
  • Paul Rendek, Director of External Relations, RIPE NCC
  • Jochem de Ruig, Chief Financial Officer, RIPE NCC


Agenda

1. Agenda / Comments (1300-1315)

1.1 Apologies, New Agenda Points

1.2 Approval of Previous Minutes, EB#92 and EB#93

1.3 Date of Next Meetings                    

1.4 Conference Attendance Executive Board 2014/2015

2. Remaining Outstanding Actions, not covered by agenda (1315-1330)

3. Report from the RIPE NCC (1330-1430)

3.1 Financial Report

3.1.1 New auditors' status

3.1.2 Clearinghouse, exchange with tax authorities, status

3.1.3 Treasury Statute

3.2 Legal & Corporate Documents

3.2.1 LEA Requests

3.3 Services

3.3.1 ATLAS

3.4 Arbiters

4. Review RIPE-68 Warsaw & RIPE NCC General Meeting (1430-1500)

4.1 General Meeting May

4.2 Draft Minutes RIPE NCC General Meeting 14-15 May 2014

5. Direction 2015 (1500-1600)

5.1 Activities & Budget

5.2 Financial Outlook 2014-2016

6. External Relations (1600-1645)

6.1 ICANN / IANA

6.2 NRO / RIRs

6.3 ITU

6.4 RIPE

6.5 IETF

7. AOB (1645-1700)

 

1. Agenda / Comments (1300-1315)

Nigel Titley, RIPE NCC Chairman, opened the meeting at 13:10.

1.1 Apologies, New Agenda Points

Apologies received from Fahad Al Shirawi who was absent from the meeting.

Nigel asked the Board members if they had any additional agenda items to add to the meeting. No new agenda items were raised.

1.2 Approval of Previous Minutes, EB#92 and EB#93

No comment was brought forward on the previous minutes; the Board approved the minutes of Executive Board Meeting #92 and #93.

1.3 Date of Next Meetings

  • 12 September 2014, 9:00am, Sheraton Airport Hotel, Schiphol/Netherlands
  • 3 & 5 November 2014, during RIPE-69, London, informal meetings
  • 11 December 2014, 13:00, RIPE NCC Offices, Amsterdam
  • 19 March 2015, 09:30, RIPE NCC Offices, Amsterdam
  • 11 & 13 May 2015, during RIPE-70, Amsterdam, informal meetings
  • 16 June 2015, 13:00, RIPE NCC Offices, Amsterdam

1.4  Conference Attendance Executive Board 2014/2015

Nigel referenced the latest version of the Executive Board travel schedule and asked the Board to add areas where they will represent the RIPE NCC. External Relations will provide their recommendations after which Nigel will finalise the Board travel.

2.  Remaining Outstanding Actions, not covered by agenda (1315-1330)

a)    Completed

EB277 12/12/2013 AP

The Board decided to transfer the funds from the Rabobank to the ABN AMRO bank

Status 01/04/2014: In progress, received improved offer from Rabobank, Jochem liaised with Treasurer

Status 11/06/2014: DONE, engaged with Rabobank for better, cheapest offer.

EB281 12/12/2013 AP

The Executive Board asked Axel for a mid-year update in 2014 on the progress on actions made from the key findings of the RIPE NCC Survey 2013.

Status 11/06/2014: DONE. Update was provided at EB Briefing workshop in Dubai, 1 April 2014


b) In progress

EB289 01/04/2014 AP

The Board asked Axel to review the RIPE NCC’s current Chamber of Commerce structure and propose an improvement of the structure for Executive Board approval.

Status 19/06/2014: DONE, The Board will now wait for recommendations from the new auditors.

3. Report from the RIPE NCC (1330-1430)

Axel commented that the Board was supplied with a report from the RIPE NCC prior to the Executive Meeting. No further updates were reported. The Board thanked Axel for the update on RIPE NCC activities and operations.

EB292 01/04/2014 AP

The Board asked the RIPE NCC to produce a document that outlines different scenarios of sanctions and actions that would be taken by the RIPE NCC.

Status 19/06/2014: in Progress, it was noted that the document will remain an internal document but it will be announced that the RIPE NCC has prepared such a document in the best interest of its entire membership.

3.1 Financial Report

Jochem presented the current financial standing to the Executive Board. He provided detail to bring the new Board members up to speed on the finances of the RIPE NCC.

In the presentation, he reported that currently the RIPE NCC has received more income than budgeted and although the RIPE NCC has tradition of conservative estimates for income growth, the continued growth rate of members translates to higher than expected revenue.

Following the report, there was discussion about estimates in membership growth and budgeting. The Board agreed that each year they are conservative in our estimates of membership growth but for 2015 the charging scheme is set for a potentially substantial loss even if growth rates remain constant. The Board stated that it was pleased that the charging scheme was discussed favourably at the General Meeting in May 2014.

No further questions were raised and the Board thanked Jochem for the update.

3.1.1  New auditors' status

The RIPE NCC was asked to produce a short list of new auditors for the Board to select from. Jochem reported that 3 financial services companies were approached. Ernst & Young (EY), Deloitte and PWC were asked to supply bids for service to the RIPE NCC. Of the three, PWC was unable to provide a bid in time. After discussion the Board unanimously agreed to choose EY as the RIPE NCC financial auditors. The Board asked Jochem to contract the services of EY.

ACTION EB293: The Board asked the RIPE NCC to contract the services of Ernst & Young.

EB284 01/04/2014 AP

The Board asked Axel to replace the current RIPE NCC financial auditors.

Status 19/06/2014: IN PROGRESS

EB287 01/04/2014 AP

The Board asked Axel to prepare a minimum of two Accounting firm options in time for the Executive Board meeting in June.

Status 19/06/2014: DONE

3.1.2  Clearinghouse, exchange with tax authorities, status

Jochem provided an update from discussions with the tax authorities regarding the RIPE NCC Clearinghouse.

The Board discussed the feedback received from a meeting with Dutch tax authorities. Based on the exchange with the tax authorities, the Board agreed that surpluses from revenues could be credited to the members. Jochem added that he believes that this will be acceptable to the tax authorities.

ACTION EB294: The Board asked the RIPE NCC to draft a response to the tax authorities based on option 1 with a possible surplus re-distribution (re-distribution of excess revenue to the members). Remco will review the draft response. In addition, the RIPE NCC will investigate an option to set up a separate foundation for "the good of the Internet" funds, to lower surplus in the RIPE NCC association and build up a foundation that holds continuity funds for the good of the Internet.

3.1.3  Treasury Statute

Jochem provided the Board with details of the new Treasury Statutes. After discussion Nigel asked if the Board agreed to the new Treasury Statutes. The Board unanimously agreed to approve the RIPE NCC Treasury Statutes.

EB285 01/04/2014 AP

The Board asked Axel to produce an update of document EBD968 - RIPE NCC Treasury Statute for Board approval.

Status 19/06/2014: DONE, the Board approved the document.

3.2 Legal & Corporate Documents

Jochem gave an update on the changes in the legal and corporate documents and noted that they were minor changes. He reminded the Board of the agreement that all legal and corporate documents needed Board approval prior to publication.

Paul commented that the RIPE NCC is working with the other RIRs to produce a matrix of the RIR corporate documents. He explained that this would be useful to demonstrate and communicate the accountability of the RIPE NCC that could have an impact on the NTIA oversight transition process. He confirmed the importance of comprehensive and up to date RIPE NCC corporate documents moving forward.

EB291 01/04/2014 AP

Closure and De-Registration Procedure: The Board asked that the RIPE NCC add the following to the terms and conditions: Revoke any certificates generated by the RIPE NCC certification service related to any legacy resources.

Status 19/06/2014: DONE

Resolution EB#94-R-01: The RIPE NCC Board approves the changes reflected in RIPENCC-EBD1005-1008 and tasks the RIPE NCC management to implement them.

3.2.1 LEA Requests

Jochem reported that no LEA requests have been received since the last report to the Executive Board.

He informed the Board that the RIPE NCC has built a case with the Dutch police for fraudulent activity relating to address hijacking. This signifies the first instance that the RIPE NCC has formally filed a case of this kind with the Dutch authorities.

As for general relations with law enforcement, he reported that Europol (EC3) asked the RIPE NCC for some informal advise on a number of IP addresses blocks. They were clear that the information they were seeking was solely that which exists in the public domain. Their main interest was in the status of the IP blocks. We have agreed to help them to understand the data that exists in the public domain.

The Board was pleased that the corporate documents clearly cover our boundaries with the kind of support we can provide to law enforcement. No further questions were raised.

3.3 Services

3.3.1    ATLAS

EB286 01/04/2014 AP

The Board asked Axel to produce a break down of the costs for ATLAS over a period of 
3 years and an outlook beyond 2014 to see the development on OPEX and CAPEX in the coming years. Furthermore the Board asked to see a comparison between the current figures and a case where TTM and DNSMON services were continued in their current form in 2014 and beyond.

Status 19/06/2014: DONE

There was discussion about the value of ATLAS to the various stakeholders and the associated maintenance cost. After discussion the Board asked for clear documentation of the results of the activities so that they could review and ultimately justify the cost of the project overall.

The Board discussed the ongoing cost of the ATLAS project. The Board agreed that the value of the project needed to be packaged correctly.  ATLAS now has many other projects wrapped into it and the activity needed proper and concise documentation as well as a solid marketing plan moving forward.

ACTION EB295: The Board asked Axel to produce a value proposition for the ATLAS service in preparation for the September meeting.

3.4 Arbiters

The Board briefly discussed the great effort Olaf Kolkman has put into the RIPE NCC Arbitration process.  Upon formal request that was received from Olaf asking to be released from his duties as a RIPE NCC Arbiter, the Board instructed Axel to remove Olaf from the Arbitration Panel.

Resolution EB#94-R-02: The Executive Board acknowledges Olaf Kolkman's resignation from the RIPE NCC Arbiter Panel and directs the Managing Director to remove him from the Arbiters Panel and thanks him for the great efforts he put into the RIPE NCC Arbitration process.

ACTION EB296: The Board asked Axel to formally remove Olaf Kolkman from the RIPE NCC Arbitration Panel.

4. Review RIPE-68 Warsaw & RIPE NCC General Meeting (1430-1500)

4.1 General Meeting May

The electronic voting period was a topic of discussion in the review of the General Meeting May 2014. The Board considered whether a longer voting period was needed. It was raised that this was not the first time consideration had been made as to the length of the electronic voting period. After all points were raised, the Board agreed that the current time period was sufficient for all time zones in the RIPE NCC service region to vote electronically.

EB288 01/04/2014 AP

The Board asked Jochem to include details on the bond investments for the financial reporting at the upcoming RIPE NCC General Meeting in Warsaw.

Status 19/06/2014: DONE

EB290 01/04/2014 AP

Implementation of Legacy Policy Proposal 2012-07: The Board asked Axel to produce supporting notes and a presentation in preparation of the RIPE NCC General Meeting.

Status 19/06/2014: DONE

4.2 Draft Minutes RIPE NCC General Meeting 14-15 May 2014

After a short discussion on the General Meeting minutes, the Board asked for the following changes to the minutes:

For clarification, Nigel asked to modify his statement under agenda point 6, first question, to: "... Nigel confirmed that the RIPE NCC has no such ability."

The Board thanked the RIPE NCC for the timely delivery of the General Meeting minutes.

ACTION EB297: The Board asked the RIPE NCC to publish the draft minutes of the General Meeting May 2014.

5. Direction 2015 (1500-1600)

5.1 Activities & Budget

Axel summarised the direction of the organisation based on the information provided by the management team in the informal meeting held in the morning prior to this Executive Board meeting.

He confirmed that the RIPE NCC was consolidating its services and taking into account cost containment and efficiencies. He emphasized that the FTE count would actually drop by a small amount to 135 FTE in 2015 while maintaining its current service level.

Paul asked the Board if there was any direction the Board wished to add to the portfolio of support and funding the RIPE NCC devotes to the good of the Internet.

After some discussion Nigel asked Maria and Salam to take an action to document and circulate a document for extending RIPE NCC resources to areas of activity for the good of the Internet. Nigel asked that this document be provided for Board review in time for the September Executive Board meeting.

ACTION EB298: Salam and Maria will work with Paul to document potential areas to extend RIPE NCC resources for the good of the Internet.

5.2 Financial Outlook 2014-2016

Nigel noted that this agenda point was covered in agenda 3.1. He asked if any Board members had any further comment. The Board remarked that they looked forward to a proposal.

No further issues or questions were brought forward.

6. External Relations (1600-1645)

6.1 ICANN / IANA

Dmitry pointed out that he believes that working on ICANN accountability issues will be a difficult process. He specified that there are three key areas of IANA operations and he stated that he believes that these functions may need to be separated in order to tackle the oversight transition. The Board briefly discussed the NTIA oversight transition process.

After discussion, Dmitry stated that the Board must be clear in providing direction so that the RIPE NCC could carry out its activities in an informed manner.

Axel affirmed that we have the corporate governance in place that demonstrates the accountability for our organisation as well as the processes in RIPE.

6.2 NRO / RIRs

Further to the RIPE NCC report provided prior to the meeting, no further questions were raised.

6.3 ITU

Paul commented that the RIPE NCC was working with the RIRs, industry partners and governments on the preparations in the lead to the ITU Plenipotentiary 2014. The Board mentioned that it looked forward to reports as developments unfold. No further questions were raised.

6.4 RIPE

Hans-Petter provided an update on the upcoming RIPE meeting. He stated that everything was running to his expectation and that he would be working closely with the RIPE NCC and observe the RIPE PC efforts moving forward. No further questions were asked.

6.5 IETF

Axel reported that the RIPE NCC was working in good cooperation with the IETF.  He mentioned that the RIPE NCC would keep abreast of the IETF discussions about the NTIA oversight transition and inform the Board on any developments.

7. AOB (1645-1700)

The Chairman thanked the RIPE NCC and the Board members and adjourned the meeting at 17:00

Outstanding Action Items:

EB292 01/04/2014 AP

The Board asked the RIPE NCC to produce a document that outlines different scenarios of sanctions and actions that would be taken by the RIPE NCC.

Status 19/06/2014: in Progress, it was noted that the document will remain an internal document but it will be announced that the RIPE NCC has prepared such a document in the best interest of its entire membership.

New Action Items:

EB293 19/06/2014 AP

The Board asked the RIPE NCC to contract the services of Ernst & Young.

EB294 19/06/2014 AP

The Board asked the RIPE NCC to draft a response to the tax authorities based on option 1 with a possible surplus re-distribution (re-distribution of excess revenue to the members). Remco will review the draft response. In addition, the RIPE NCC will investigate an option to set up separate foundation for "the good of the Internet" funds, to lower surplus in the RIPE NCC association and build up a foundation that holds continuity funds for the good of the Internet.

EB295 19/06/2014 AP

The Board asked Axel to produce a value proposition for the ATLAS service in preparation for the September meeting.

EB296 19/06/2014 AP

The Board asked Axel to formally remove Olaf Kolkman from the RIPE NCC Arbitration Panel.

EB297 19/06/2014 AP

The Board has asked the RIPE NCC to publish the draft minutes of the General Meeting May 2014.

EB298 19/06/2014 MH & SY

Salam and Maria will work with Paul to document potential areas to extend RIPE NCC resources for the good of the Internet.

Resolutions:

Resolution EB#94-R-01: The RIPE NCC Board approves the changes reflected in RIPENCC-EBD1005-1008 and tasks the IRP ENCC management to implement them.

Resolution EB#94-R-02: The Executive Board acknowledges Olaf Kolkman's resignation from the RIPE NCC Arbiter Panel and directs the Managing Director to remove him from the Arbiters Panel and thanks him for the great efforts he put into the RIPE NCC Arbitration process.