Minutes 160th Executive Board Meeting
26 September 2022, Amsterdam
Author: |
Daniella Coutinho |
Date: |
2022/09/28 |
Status: |
Final |
Attendees:
- Ondřej Filip (OF), Chair
- Maria Häll (MH), Member
- Raymond Jetten (RJ), Treasurer
- Christian Kaufmann (CK), Member, attending remotely
- Remco van Mook (RvM), Member
- Job Snijders (JS), Member
- Piotr Strzyżewski (PS), Secretary
- Mirjam Kühne (MK), RIPE Chair
- Daniella Coutinho (DC), Executive Assistant, RIPE NCC
- Fergal Cunningham (FC), Head of Membership Engagement, RIPE NCC (topic 3-9), attending remotely
- Athina Fragkouli (AF), Chief Legal Officer, RIPE NCC (topic 3-9)
- Simon-Jan Haytink (SJH), Finance Manager, RIPE NCC (topic 3-4.3, 7)
- Hans Petter Holen (HPH), Managing Director, RIPE NCC
- Hisham Ibrahim (HI), Chief Community Officer, RIPE NCC (topic 4-7), attending remotely
- Eleonora Petridou, Chief Information Security Officer, RIPE NCC (topic 7)
- Kaveh Ranjar, Chief Information Officer, RIPE NCC (topic 7)
- Felipe Victolla Silveira (FVS), Chief Operations Officer, RIPE NCC (topic 15-16.6)
Guests:
- Chris Buckridge (CB), Global Strategic Engagement, RIPE NCC (topic 6)
- Razvan Oprea (RO), IT Assistant Manager, RIPE NCC (topic 7)
1. Welcome and agenda
The Chair opened the meeting at 09:05 and welcomed everyone.
1.1 Apologies, new agenda points
The Chair noted all members of the RIPE NCC Executive Board (the Board) were present. The Board requested two additional agenda items to be added to the agenda; Status Investigation and Transfers from UA to RU, to be discussed when relevant people are in the meeting.
1.2 Approval of minutes
Resolution EB#160-R-01
The RIPE NCC Executive Board approves the minutes of EB#159.
The RIPE NCC Executive Board unanimously adopted the resolution.
1.3 Dates of next meetings
- 23 October 2022, Board meeting ahead of RIPE 85
- 26-28 October 2022, RIPE NCC General Meeting
- 14-15 December 2022
- 23-24 March 2023 tbc
- 21 May 2023, Board meeting ahead of RIPE 86
- 24-26 May 2023 RIPE NCC General Meeting
- 6-7 July 2023 tbc
- 12-13 October 2023 tbc
- 26 November 2023, Board meeting ahead of RIPE 87
- 29 November - 1 December 2023 RIPE NCC General Meeting
- 13-14 December 2023
1.4 Conference Calendar
The Board discussed upcoming meetings and conferences of the RIPE NCC and the industry, and agreed who would be attending which event.
1.5 Action list review
Ongoing action items
Action EBD437 / 14/03/2022 / SJH
To evaluate the current treasury statute and propose a new version with more flexible options to invest by the Board meeting in June.
Status 30/06/2022: Ongoing. On agenda of EB#159 at topic 4.2. Simon-Jan will use the provided feedback to update the proposals.
Status 26/09/2022: Ongoing. A separate meeting of the Treasury Project group takes place on 29/09/2022. Afterwards the Board will be updated.
Action EBD440 / 30/06/2022 / AF
To explore the risk of RIPE NCC’s operational dysfunction due to having Board members inaccessible and possible ways to mitigate this risk.
Status 26/09/2022: On agenda of EB#160 at topic 4.3.
Action EBD441 / 30/06/2022 / AF
To perform an internal impact analysis on the operational details of the possible new structure for the RIPE NCC.
Status 26/09/2022: Ongoing. The possible new structure will be discussed at the next Executive Board meeting.
Action EBD442 / 01/07/2022 / FC
To get a new voting system in place ahead of the General Meeting October 2022.
Status 26/09/2022: On agenda of EB#160 at topic 4.2.
Action EBD443 / 01/07/2022 / AF
To investigate ways in order to reduce the risk of obtaining fraudulent documents.
Status 26/09/2022: On agenda of EB#160 at topic 4.2.
2. Report from the MD
Hans Petter Holen reported on the developments in the last period.
- The NCC Days that took place in Tashkent were attended by 140 people from 7 countries.
- For the Draft Activity Plan and Budget 2023, five key areas from the Strategy 2022-2026were identified and input from the Board was taken into account.
- The Board noted concerns about the predicted inflation and the effect it has on staff.
- The established Executive Team provides good diversity in opinions. Leadership training and workshops are ongoing for all people leads and a new Employee Engagement Survey will be conducted next year.
- Objectives and Key Results (OKRs) are being developed, a methodology that helps to ensure alignment and focus across the organisation.
- The quarterly report of the Integrated Risk Management was discussed.
- The Board complimented the RIPE NCC Status Page and recommended to subscribe to updates.
AOB 1. Status Investigation
The Board asked for the status of the investigation into an allegation from a RIPE NCC staff member of bullying and intimidating treatment by an Executive Board member. The investigation is still ongoing and the report is not yet available.
3. Finance
3.1 Financial report August 2022
Simon-Jan Haytink presented the financial report for August 2022. He touched on the number of paid invoices and the inflation in the Netherlands and EU. The RIPE NCC remains in a financially healthy and strong position. The Board discussed if a possible surplus for 2022 should be kept as a reserve to balance the missed income of members that are unable to pay their invoices, or if the possible surplus should be redistributed to the members.
3.2 Activity Plan and Budget 2023
The Draft Activity Plan and Budget 2023 was reviewed by the Board ahead of the meeting and was approved for publication.
Resolution EB#160-R-02
The RIPE NCC Executive Board approves the publication of the Draft RIPE NCC Activity Plan and Budget 2023.
The RIPE NCC Executive Board unanimously adopted the resolution.
4. Corporate Governance
4.1 GM Agenda
Fergal Cunninghami shared the draft agenda for the RIPE NCC General Meeting in October 2022 with regular topics for the autumn General Meeting. If a new voting system is implemented, more time will be allotted to explain the system well to the members. The Board approved the draft Agenda for publication.
Resolution EB#160-R-03
The RIPE NCC Executive Board approves the publication of the draft agenda for the RIPE NCC General Meeting in October 2022.
The RIPE NCC Executive Board unanimously adopted the resolution.
4.2 Voting system
Due to issues with the voting reports from Bigpulse during the last two General Meetings, Fergal Cunningham looked into other electronic voting vendors and reported the outcome. The Board agreed to move forward and noted some changes will need to be implemented so the new voting system will meet the requirements of the RIPE NCC. In the coming weeks it will be clear if the new system will be in place on time for the upcoming General Meeting in October 2022.
4.3 Amending Articles of Association
Athina Fragkouli explained the proposed amendments to the Articles of Association:
- Amendments in accordance with the Dutch Law: these amendments are introduced by the Dutch Act on the Management and Supervision of Legal Entities that entered into force on 1 July 2021. The law prevails over the Articles of Association and therefore it allows for associations to amend their articles in accordance with it when other amendments need to be introduced. Any amended Articles of Association cannot be notarised unless they include the amendments required by law.
- Amendments to give the Management Team the authority to call for Executive Board elections once there is only one or no members of the Executive Board left.
- Amendments to remove the requirement to have paper ballots for General Meeting voting.
The Board discussed the amendments and agreed to propose the three sets of amendments for adoption by the General Meeting.
Resolution EB#160-R-04
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC Articles of Association and instructs the Managing Director to prepare the relevant resolutions for the adoption of the proposed amendment by the next General Meeting.
The RIPE NCC Executive Board unanimously adopted the resolution.
4.4 Fraudulent Documents
At their previous meeting, the Board asked to investigate ways to reduce the risk of obtaining fraudulent documents. Athina Fragkouli shared a legal analysis of introducing the requirement for submitting notarised documents and apostilles.
There are several benefits to implementing this requirement, such as increasing the guarantee for true documents, outsourcing part of our due diligence and reducing potential litigations. However, it also gives challenges such as increased costs for contractual parties and different notarisation processes per country.
In order to be able to fully assess the concept, the Board asked to do a full analysis of which documents would need notarisation and apostille. Possibly this would include all documents that allow a member to update their records or transfer of resources. Athina agreed to do a full analysis with the relevant departments and report back.
4.5 Legal Review of Standard Service Agreement and LIR Account Agreement
The legal team did a review of the Standard Service Agreement and LIR Account Agreement. Athina recommended the following amendments:
- Correct a number of typos as suggested
- Clarify the applicability of the arbitration procedure in conflicts arising from the LIR Account Agreement
- Review the needs-based criterion mentioned in the procedural document about Closure of members and deregistration of resources
- Align the wording on our webpages regarding the term “service fee- annual contribution”
The Board agreed with the suggestions and asked Athina to finalise the work.
Action EBD444 / 26/09/2022 / AF
To make the amendments that were the outcome of the analysis of the Standard Service Agreement and LIR Account Agreement as presented during EB#160 and inform the Executive Board when the amendments are made.
AOB 2. Transfers from UA to RU
Public concerns were raised about a transfer of address space from Ukraine to Russia, so the Board asked if the request was properly handled. The RIPE NCC confirmed the procedure was followed correctly.
5. RIPE
RIPE Chair Mirjam Kühne presented on the latest developments in the community.
- The ripe-list is placed under moderation due to an incident in July. An unmoderated archive is available. The content of the offensive email has been removed from the archive.
- The RIPE NCC performed an impact analysis for the open policy proposal in the RIPE Database Working Group (personal data in RIPE Database). The Board is asked to provide input before the review phase will start. The impact analysis will be discussed at topic 9, AOB.
- The RIPE Code of Conduct (CoC) was agreed some time ago by the community and is in place. The CoC Task Force now works on the reporting procedure and composition of the CoC team and will discuss these further at RIPE 85.
- Preparations for RIPE 85 are progressing. The RIPE NCC will host RIPE 86 in the Netherlands and RIPE 87 is moved to late November 2023 to avoid clashing with the ICANN meeting. A call for hosts is sent for RIPE 87 and RIPE 88.
- Two out of three documents following the RIPE NomCom recommendations are ready and will be shared with the community as soon as possible. A proposal regarding the possible remuneration for future RIPE Chairs is still being drafted.
6. AFRINIC
The Board discussed the developments of the situation with AFRINIC. Chris Buckridge joined to shed light on what is happening in the ITU and at their upcoming Plenipotentiary 22 meeting in Bucharest.
7. Transition to Cloud
The Board asked for the status of transition to the cloud and involved costs at their last meeting. Razvan Oprea presented the costs, conditions and consequences of moving different services to the cloud. Three of the services are proposed in the draft Activity Plan and Budget 2023 to move to the cloud (of which two are still under consideration). The storage on premise was also discussed to make a comparison of the costs. The Board appreciated the overview.
At the moment all historical data for RIS and RIPE Atlas is stored and available online. The Board asked for a discussion on the amount of stored data. Possibly we could have five years of history data available online and the remaining data available on request. Kaveh Ranjbar agreed to dive into this request at an upcoming meeting.
Action EBD445 / 26/09/2022 / KR
To give an overview of the amount of online stored historic data of our services and discuss retention.
8. RPKI Terms & Conditions
The RIPE NCC developed a new RPKI service, called Publish in Parent, which allows RIPE NCC members and End Users who run Delegated CA to publish their RPKI-signed objects in the RIPE NCC infrastructure (the repository) instead of their own infrastructure. Felipe Victolla Silveira explained the service and the way it was developed, and he suggested consulting a broader set of stakeholders before implementing the change. The Board agreed with the approach.
Action EBD446 / 26/09/2022 / FVS
To consult stakeholders regarding the ‘Publish in Parent’ service of RPKI and make a new proposal based on the input received. In case there is no consensus, the decision should be brought back to either the IETF (SIDR Ops) or RIPE NCC Executive Board.
9. AOB
Impact Analysis for Policy Proposal 2022-01 "Personal Data in the RIPE Database"
The Board received a request for feedback on the Impact Analysis for Policy Proposal 2022-01 "Personal Data in the RIPE Database".
While the board appreciates any attempt to clean up the database, they felt that a requirement to remove all person records from the database is too big. The Board agreed to provide further comments by email in the coming week so the review phase of the policy proposal can start.
Two requested AOBs are minuted above at the place where they were discussed.
No additional topics were brought up.
The Chair closed the meeting at 15:45.
Resolutions
Resolution EB#160-R-01
The RIPE NCC Executive Board approves the minutes of EB#159.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#160-R-02
The RIPE NCC Executive Board approves the publication of the Draft RIPE NCC Activity Plan and Budget 2023.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#160-R-03
The RIPE NCC Executive Board approves the publication of the draft agenda for the RIPE NCC General Meeting in October 2022.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#160-R-04
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC Articles of Association and instructs the Managing Director to prepare the relevant resolutions for the adoption of the proposed amendment by the next General Meeting.
The RIPE NCC Executive Board unanimously adopted the resolution.
Action list
New action items
Action EBD444 / 26/09/2022 / AF
To make the amendments that were the outcome of the analysis of the Standard Service Agreement and LIR Account Agreement as presented during EB#160 and inform the Executive Board when the amendments are made.
Action EBD445 / 26/09/2022 / KR
To give an overview of the amount of online stored historic data of our services and discuss retention.
Action EBD446 / 26/09/2022 / FVS
To consult stakeholders regarding the ‘Publish in Parent’ service of RPKI and make a new proposal based on the input received. In case there is no consensus, the decision should be brought back to either the IETF (SIDR Ops) or RIPE NCC Executive Board.
Ongoing action items
Action EBD437 / 14/03/2022 / SJH
To evaluate the current treasury statute and propose a new version with more flexible options to invest by the Board meeting in June.
Status 30/06/2022: Ongoing. On agenda of EB#159 at topic 4.2. Simon-Jan will use the provided feedback to update the proposals.
Status 26/09/2022: Ongoing. A separate meeting of the Treasury Project group takes place on 29/09/2022. Afterwards the Board will be updated.
Action EBD440 / 30/06/2022 / AF
To explore the risk of RIPE NCC’s operational dysfunction due to having Board members inaccessible and possible ways to mitigate this risk.
Status 26/09/2022: Ongoing. Discussed at EB#160, topic 4.3. The proposed solution is included in the amendments of the Articles of Association and is subject to approval by the General Meeting.
Action EBD441 / 30/06/2022 / AF
To perform an internal impact analysis on the operational details of the possible new structure for the RIPE NCC.
Status 26/09/2022: Ongoing. The possible new structure will be discussed at the next Executive Board meeting.
Action EBD442 / 01/07/2022 / FC
To get a new voting system in place ahead of the General Meeting October 2022.
Status 26/09/2022: Ongoing, Discussed at EB#160, topic 4.2. Depending on the implementation of needed changes, the new system will be in place for the General Meeting in October 2022 or May 2023.
Action EBD443 / 01/07/2022 / AF
To investigate ways in order to reduce the risk of obtaining fraudulent documents.
Status 26/09/2022: Ongoing. Discussed at EB#160, topic 4.2. Proceed with a full analysis of which documents would need notarisation and apostille.