174th Executive Board Meeting Minutes

25 March 2024, Amsterdam

Author: Daniella Coutinho
Publication Date: 10 April 2024
Status: Final

Attendees:

Ondřej Filip (OF), Chair
Maria Häll (MH), Member
Raymond Jetten (RJ), Treasurer
Remco van Mook (RvM), Member
Job Snijders (JS), Member
Piotr Strzyżewski (PS), Secretary
Harald A. Summa (SU), Member

Mirjam Kühne (MK), RIPE Chair

Daniella Coutinho (DC), Executive Assistant, RIPE NCC
Fergal Cunningham (FC), Head of Membership Engagement, RIPE NCC
Athina Fragkouli (AF), Chief Legal Officer, RIPE NCC
Simon-Jan Haytink (SJH), Chief Financial Officer, RIPE NCC (topic 3-7)
Hans Petter Holen (HPH), Managing Director, RIPE NCC
Hisham Ibrahim (HI), Chief Community Officer, RIPE NCC, attending remotely (topic 3.3, 4-7)

Guests:

Peter van Rooyen, Dasym Managed Accounts B.V. (topic 3.4)
Yentl Blom, Dasym Managed Accounts B.V. (topic 3.4)

1. Welcome and Agenda

The Chair opened the meeting at 09:01 and welcomed everyone.

1.1 Apologies, new agenda points

The Chair noted all members of the RIPE NCC Executive Board (the Board) were present apart from Remco van Mook, who arrived during topic 1.2. It was decided to remove the agenda point on upcoming meetings and conferences. No additional items were added to the agenda.

1.2 Approval of minutes

There was a discussion on recording who was present for the asynchronous meetings that take place via email. All Board members receive the emails for asynchronous meetings, so it was decided to note that all members participate by default unless someone recused themselves. As a result, the draft minutes of EB#173 will be amended to reflect this.

Resolution EB#174-R-01

The RIPE NCC Executive Board approves the minutes of EB#172 and the minutes of EB#173 with the suggested amendment.
The RIPE NCC Executive Board unanimously adopted the resolution.

1.3 Conflict of interest

None of the Board members noted a conflict of interest regarding the topics on the agenda.

1.4 Dates of next meetings

22-24 May 2024, RIPE NCC General Meeting
24-25 June 2024, Amsterdam
19-20 September 2024, Amsterdam
30 Oct-1 Nov 2024, RIPE NCC General Meeting
11-12 December 2024, Amsterdam

1.5 Action list review

Ongoing action items

Action EBD447 / 15/12/2022 / HPH

The Board asked the Managing Director to provide a detailed plan and make preparations for setting up a legal entity in Dubai fully owned by the RIPE NCC.

Status 23/03/2023: Discussed at EB#165, topic 7.1. Athina Fragkouli presented the requirements for the new entity, and the Board asked to move forward with the proposed structure.

Status 28/06/2023: Ongoing. The required documentation for the setup of the legal entity is ready and can be signed after the advice of the Works Council has been received and considered.

Status 06/10/2023: Ongoing. Advice from the Works Council with respect to staff contractual agreements and transparency on the setup was received, discussed and taken into consideration. Final tax advice is awaited before we move forward with the setup of the legal entity.

Status 13/12/2023: Discussed at EB#172, topic 9.3. The legal entity should be established at the beginning of 2024, and after that a decision on the service structure will be made. Further details will be shared at the next Board meeting.

Status 25/03/2024: On the agenda of EB#174, topic 4.5

Action EB451 / 14/12/2023 / FC
To investigate the feasibility of using translations in relation to the voting platform and report back to the Board.

Status 25/03/2024: On the agenda of EB#174, topic 4.2

Action EB452 / 14/12/2023 / MK
To analyse the impact of financial support of the RIPE Programme Committee.

Status 25/03/2024: On the agenda of EB#174, topic 5

2. Report from the MD

Hans Petter Holen shared his update with the Board, giving a high-level summary of the developments since the last Board meeting. He covered the following items:

New ripe.net website
Published reports and hosted and attended meetings
Internet governance highlights
Incidents
Enterprise risk update
Audits and external reviews
Human Resource matters
Project priorities

The security incident in January was discussed. Mandatory 2FA will be enabled in the coming days, and further improvements to RIPE NCC Access Accounts are planned.

In addition to the completed yearly financial audit, to be reported on later in the meeting, two external reviews of the registry have taken place. The one in December 2021 focused on the sanctions processes, and the one completed in February 2024 focused on the transfer process.

In the coming period, the RPKI service will be reviewed, aiming for an ISAE 3000 Type 1 independent auditor’s report on the COSO/SOC2-based control framework, followed by certification according to ISO/IEC 27001 for Information Security. This increased level of control systems in the organisation affects the organisational culture, but it is necessary to demonstrate and document adherence to increasing regulation in the area of cybersecurity.

The EU NIS2 Directive and similar legislation in other countries may not directly apply to the RIPE NCC, it does apply to a large number of our members. Hans Petter noted that we therefore need to be at the forefront of cybersecurity and act as if we were regulated so that governments do not have to regulate us.

2.1 Joint meeting APNIC/RIPE NCC

On 25 November 2023, the APNIC Executive Council and the RIPE NCC Executive Board had a joint meeting. Hans Petter shared the minutes and gave an update on the progress of the formulated actions that were discussed at the previous EB#172 meeting.

3. Finance

3.1 Financial Report February 2024

Simon-Jan Haytink shared the financial report for February 2024, with a forecast for the full year and the current actual status. He also touched on treasury, banking relations and membership fees at risk. It was noted that if money from countries regarded as Ultra High Risk by our banks remains uncollectible this year, this will result in a deficit. The Board noted it would put forward a vote in the General Meeting (GM) of October 2024 on whether the members will cover the deficit or if it will be taken from the reserves in the same manner as a surplus has been handled in the past.

3.2 RIPE NCC Financial Report 2023 and Audit Report 2023

Simon-Jan presented the audited Financial Report 2023. Although the income was under budget, the year was closed with a positive financial result due to considerable budget cuts in 2023.

The external audit of the 2023 financial statements has been completed, and it has been confirmed that the financial statements show a true and fair view of the financial position.

The Board complimented the quality of the financial accounting performance.

Resolution EB#174-R-02:

The RIPE NCC Executive Board approves the submission of the audited RIPE NCC Financial Report 2023 to the upcoming RIPE NCC General Meeting for its adoption.
The RIPE NCC Executive Board unanimously adopted the resolution.

3.3 RIPE NCC Charging Scheme 2025

The RIPE NCC initiated a consultation with the membership on the Charging Scheme 2025, and the process began with an Open House on 20 March 2024. Members were asked for input on the Charging Scheme. The input was taken into consideration when Simon-Jan presented the financial facts and possible options for the Charging Scheme 2025 for the Board to decide on.

The members will be asked to vote on how to split the burden to provide the required income to fund the RIPE NCC activities rather than on the total income of the budget. All three options in the charging scheme give a total expected income of 41.1 million. The Board will decide the cost side of the 2025 budget in December after consultation with the members at the October General meeting.

The Board discussed the details and possible consequences and agreed on three proposed options with some amendments:

Resolution EB#174-R-03:

The RIPE NCC Executive Board approves the submission of the RIPE NCC Charging Scheme 2025 options to the upcoming RIPE NCC General Meeting for members to vote on.

Option A - Charging Scheme as is with 22.58% price increase for the annual contribution per LIR account (EUR 1,900) and a 0% price increase for Independent Internet number resource assignments* (EUR 50)
Option B - Charging Scheme as is with 20.97% price increase for the annual contribution per LIR account (EUR 1,875) and a 50% price increase for Independent Internet number resource assignments* (EUR 75)
Option C - Charging Scheme as is with 16.13% price increase for the annual contribution per LIR account (EUR 1,800), a 50% price increase for Independent Internet number resource assignments* (EUR 75) and a new AS Numbers fee of EUR 50 per assignment

*Resources falling under this charge are IPv4 and IPv6 PI assignments; Anycast assignments; IPv4 and IPv6 IXP assignments; and Legacy IPv4 resource registrations through a sponsoring LIR.
The Board unanimously approved the resolution with amendments.

3.4 Treasury status report

During the EB#168 meeting, the Board agreed to an investment in accordance with the Treasury statute. The investment partner, Dasym Managed Accounts B.V., joined the meeting to introduce themselves, give a summary of the RIPE NCC treasury statute, and share the initial results of the investment portfolio.

4. Corporate governance

4.1 RIPE NCC Annual Report 2023

Fergal Cunningham presented the highlights of the draft Annual Report 2023. The designed report was already shared with the Board for consideration ahead of the meeting, and feedback was taken into account.

Resolution EB#174-R-04:

The RIPE NCC Executive Board approves the RIPE NCC Annual Report 2023 and the publication of the document. The RIPE NCC Executive Board unanimously adopted the resolution.

4.2 RIPE NCC General Meeting May 2024

Draft Agenda

Fergal presented the draft agenda for the RIPE NCC General Meeting, which was approved after some modifications following the discussions of this Executive Board meeting.Resolution EB#174-R-0

The RIPE NCC Executive Board approves the publication of the draft agenda for the RIPE NCC General Meeting in May 2024.
The RIPE NCC Executive Board unanimously adopted the resolution.

Translating the voting platform

At the previous EB#172 meeting, the Board asked Fergal to look at translating the voting platform into languages other than English. Fergal presented the findings of the investigation of the possibilities and recommended staying with the current practice of providing the platform and content of voting materials in English.

In short, the main reasons are:

The minimal value that translations would provide given the simplicity of the platform
Not treating members equally or being perceived as favouring some countries over others
The considerable risk of members objecting to GM outcomes should there be an error in any language
Inability to adequately check that translations are correct given the resources we have and the time available once the platform set-up is completed
The Board agreed with the recommendation and thanked Fergal for the work.

4.3 Executive Board Elections 2024

On 14 February 2024, a call for volunteers for the Executive Board Election Code of Conduct Team was issued for the May 2024 General Meeting Elections.

This call resulted in five applications of volunteers who offered to serve on the Executive Board Election Code of Conduct Team. The team's task will be to evaluate any reports of candidate violations of the election Code of Conduct.

The Executive Board appreciated the interest and the fact that some volunteers have experience in earlier Executive Board Election Code of Conduct Teams.

The Executive Board considered all individuals appropriate for the team's formation and decided to accept all applications. The Board expressed its appreciation to all candidates who sent in their applications.

Resolution EB#174-R-06:

The RIPE NCC Executive Board resolves to select the following individuals to form the Code of Conduct (CoC) Team for the Executive Board elections taking place during the General Meeting (GM) May 2024:

Sebastian Becker
Dr. Omid Mahdi Ebadati
Nick Hilliard
Arnold Nipper
Cynthia Revström

The RIPE NCC Executive Board unanimously adopted the resolution.

4.4 RIPE NomCom Chair appointment

A call for volunteers for the Nominations Committee for the selection of a new RIPE Chair Team will open during the RIPE Meeting in October 2024. RIPE Document 788 calls for the Chair of the RIPE NCC Executive Board to appoint the NomCom Chair no later than 15 days before the nominations open.

The Board suggested and discussed several possible candidates for the position of NomCom Chair. It was agreed that the Board Chair would approach the possible candidates in advance to determine their interest in the role.

4.5 Restructuring

The legal entity in the Dubai Internet City Free Zone has been set up and registered under the name ‘RIPE NCC Middle East FZ-LLC’. Intercompany agreements are being drafted to describe the services provided between the entities. Also, the establishment of proper internal administration for the new entity is ongoing.

For the record, the legal entity was established based on an Executive Board resolution adopted in 2023. The resolution was discussed in EB#167 in June 2023, pending required Works Council Advice, and drafted in line with the requirements of the relevant authorities. It was not added to the public minutes until the Dubai Authorities formally accepted it. It is copied here for transparency. Personal data mentioned in the resolution that are not necessary to serve transparency purposes are blanked out.

Resolution EB#174-R-07

RESOLUTION OF BODY CORPORATE INCORPORATOR

I/We, the duly appointed board of directors of Reseaux IP Europeens Network Coordination Centre (RIPE NCC), a company organised and existing under the laws of the Netherlands (the “Company”), certify that the resolution set forth below was duly adopted by the board of directors of the Company on 19 July 2023 and that the said resolution has not been modified or rescinded and is now in full force and effect and is in conformity with the provisions of the by-laws of the Company.

I/We hereby agree and RESOLVE the following:

1. THAT, I/We shall incorporate a Free Zone Limited Liability Company in the Dubai Development Authority Free Zone, Dubai, United Arab Emirates, under the name or style of RIPE NCC Middle East FZ-LLC (the "FZ-LLC").

2. THAT the capital of the FZ-LLC shall be United Arab Emirates Dirhams fifty thousand (AED 50,000) and I/we shall partake as members in the FZ-LLC and agree to subscribe the shares as follows:

Name of Member	Number of Shares	Value of Shareholding (AED)
Reseaux IP Europeens Network Coordination Centre (RIPE NCC)	50	50,000
Total	50	50,000

3. THAT, I/We each guarantee to meet all capital commitments on the shares
I/we each own in the FZ-LLC.

4. THAT, on behalf of the FZ-LLC, I/We hereby appoint Mr. XXXXX of XXXX Nationality and holder of Passport No. XXXXX as our legal representative and negotiator to subscribe to the shares in each of our names in the FZ-LLC and execute all documents and take all necessary & appropriate actions including the execution of the Articles of Association on our behalf to incorporate RIPE NCC Middle East FZ-LLC.

5. THAT, I/We nominate the following as the Director(s) of the FZ-LLC and who shall remain as Director(s) until removed in accordance with the FZ-LLC’s Articles of Association and the Dubai Development Authority Private Companies Regulations 2016 and its amendments (the “PCR”):

6. THAT, I/We appoint Mr. Hisham Ahmed Mohamed Ibrahim of Egyptian Nationality and the holder of Passport No. XXXXX_ as the first General Manager of the FZ-LLC, and whose name shall appear on the FZ-LLC’s licence, in accordance with and subject to Regulation 74 of the PCR and shall be the FZ-LLC's true and lawful attorney with full powers of authority to do and undertake all acts on the FZ-LLC's behalf including but not limited to:

the right to lease, or rent any real estate property;
the right to execute, accept, undertake and perform all contracts in the RIPE NCC Middle East FZ-LLC's related to non-financial commitments and up to AED 50,000 in relation to financial commitments;
the right to open, operate and close bank accounts in the name of the RIPE NCC Middle East FZ-LLC;
the right to deposit, and withdraw funds to or from any of the RIPE NCC Middle East FZ-LLC's bank accounts or safe deposit box up to an amount of AED 50,000;
the right to initiate, defend, commence or settle legal actions on the RIPE NCC Middle East FZ-LLC’s behalf;
the right to retain any accountant, attorney or other adviser deemed necessary to protect the RIPE NCC Middle East FZ-LLC's interests relative to any foregoing unlimited power.
the right to handle daily managerial activities
the right to delegate powers to other roles within the RIPE NCC Middle East FZ-LLC
the right to make tax payments and internal bank transactions
the right to determine and/or amend the remuneration and terms and conditions of employment of RIPE NCC Middle East FZ-LLC staff
the right to register with the relevant authorities their signatory powers or part thereof to other individuals

8. RESOLVED, that the Company duly adopts the proposed Articles of Association, which is annexed to this resolution and will be submitted to the DDA Registrar of Companies for the purpose of incorporation of RIPE NCC Middle East FZ-LLC in the Dubai Development free Zone.

4.6 Amendments to the RIPE Database Acceptable Use Policy

Athina Fragkouli explained that under the current version of the RIPE Database Acceptable Use Policy (AUP), querying the RIPE Database for objects containing personal data is only accounted for by the IP address of the user. There are drawbacks to counting queries by a single IP address. To remedy this issue, it is suggested to additionally account for personal data requests by the user’s SSO account. Furthermore, Athina shared the proposed language improvements for the AUP.

Resolution EB#174-R-08

The RIPE NCC Executive Board approves the amendments to the “RIPE Database Acceptable Use Policy”.
The RIPE NCC Executive Board unanimously adopted the resolution.

5. RIPE

RIPE Chair Mirjam Kühne gave an update on the developments in the RIPE community:

Registrations for RIPE 88 are going well, and scouting for accessibility and safety in the venue and in the city has been done. The meeting will mark the 35th anniversary of the RIPE community.
The process for future RIPE Meetings will be amended. Scouting for venues will be done before the call for hosts, to allow for long-term planning on covering the region and to give more flexibility to the RIPE NCC.
Facilitating collaboration between the Code of Conduct (CoC) team and Working Group (WG) Chairs. A call for more CoC members will be issued and the team will publish a RIPE Labs article soon.
Selection processes for WG Chairs are being reviewed and additional support documentation is added to the website.
Additional training modules (on building consensus, the PDP and the Code of Conduct) for WG Chairs are being finalised.
The DNS Resolver Task Force is almost finished and a final report will be published soon.
The Anti-Abuse WG is reviewing its charter.
Mirjam was asked to analyse the impact of financial support for the RIPE Programme Committee (PC). It would be good to have at least half of the PC onsite during a meeting. Taking the process for financial support for WG Chairs as a basis, Mirjam suggested supporting a maximum of two PC members per meeting if needed. The PC would be happy to have a financial support option included in the public PC documentation. Mirjam noted this option could also be valuable for the CoC team.

6. Resilience of Joint Internet Number Registry

6.1 Updates to ‘Criteria for Establishment of New Regional Internet Registries (ICP-2)

Regional Internet Registries (RIRs) are often asked what they are doing to protect the RIR system. Athina shared an article that is about to be published.

The purpose of the article is to provide consistent information and serve as a place of reference.

6.2 AFRINIC

Hans Petter shared the current status of developments within AFRINIC.

AFRINIC is still in a very difficult position. There is still no board with a quorum and no CEO, and the details of the ongoing litigations are not publicly available.

Despite this situation, it is very important to note that the AFRINIC registry remains operational without any considerable disruptions. This is thanks to the AFRINIC staff who provide their services under very difficult circumstances. The Board recognises their great work in doing so.

6.3 Harnessing Community Power

Hisham Ibrahim mentioned that governments and other critics are challenging the bottom-up and open model of the technical Internet community. The RIPE community already made good progress by documenting governance structures and improving processes. He noted that the decision-making and governance structure needs to be further clarified.

Mirjam shared that the RIPE Chair Team had already put significant work into documenting work processes and decision-making models and clarifying the relationship between RIPE and the RIPE NCC. She agreed that this needs to be promoted more and she is happy to continue this work with the RIPE NCC and the community and to identify areas needing improvement.

The Board pointed out that policymaking needs to evolve, as policies are the community's most important output for the RIPE NCC. Mirjam noted that the community also gives guidance to the RIPE NCC in other ways, such as the Database Working Group’s “Numbered Work Items” (NWI), consultations, and general feedback.

A series of community engagements will be designed to address the matters and will be shared in the upcoming Community Plenary during RIPE 88.

6.4 Aligning RIPE NCC’s strategic objectives with funding

The RIPE NCC plays multiple roles: It acts as a membership organisation, serves as the secretariat for the RIPE community, and contributes to the technical operations of one global, secure, and resilient Internet through the provision of Internet number resources and various information services. Following the depletion of IPv4 addresses, the RIPE NCC’s funding model is facing increased strain due to escalating external political and financial pressures. Hisham pointed out that in order for the RIPE NCC to deliver on the 2022-2026 Strategic Objectives set by its Board and membership, it's essential that the funding model continues to support these goals.

Hisham also noted the necessity for well-defined mechanisms to navigate mismatches stemming from its multifaceted roles and diverse decision-making structures, which could affect the RIPE NCC’s ability to effectively and promptly respond to risks. A board member added that the historic rights of resource holders need to be reviewed to determine what is relevant. If the policies have flaws, the RIPE NCC needs to be able to address them. The community needs to empower the RIPE NCC to evolve processes.

Remco van Mook volunteered to take the lead from the Board on this matter.

Action EB453 / 25/03/2024 / HI

The RIPE NCC will work with the Board to facilitate discussions with the membership on securing long-term funding crucial for achieving the five-year strategic objectives. This will include engaging the community in discussions to clarify and establish mechanisms to address the challenges posed by the RIPE NCC’s multifaceted roles and decision-making structures.

7. AOB

7.1 Approvals above MD POA

Hans Petter holds a power of attorney (PoA) with a signature limit of EUR 500.000

He presented two items to the Board above his signature limit:

A contract with the catering company with a three-year commitment until the end of the current office lease.
The Board approved the MD to sign the contract with the catering company.
The total costs for each RIPE Meeting are more than Hans Petter's signature limit. The Board agreed to extend the PoA for an aggregate of 800k for each RIPE Meeting.

Resolutions

Resolution EB#174-R-01

The RIPE NCC Executive Board approves the minutes of EB#172 and the minutes of EB#173 with the suggested amendment.
The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#174-R-02:

Resolution EB#174-R-03:

The RIPE NCC Executive Board approves the submission of the RIPE NCC Charging Scheme 2025 options to the upcoming RIPE NCC General Meeting for members to vote on.

Option A - Charging Scheme as is with 22.58% price increase for the annual contribution per LIR account (EUR 1,900) and a 0% price increase for Independent Internet number resource assignments* (EUR 50)
Option B - Charging Scheme as is with 20.97% price increase for the annual contribution per LIR account (EUR 1,875) and a 50% price increase for Independent Internet number resource assignments* (EUR 75)
Option C - Charging Scheme as is with 16.13% price increase for the annual contribution per LIR account (EUR 1,800), a 50% price increase for Independent Internet number resource assignments* (EUR 75) and a new AS Numbers fee of EUR 50 per assignment

Resolution EB#174-R-04:

The RIPE NCC Executive Board approves the RIPE NCC Annual Report 2023 and the publication of the document.
The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#174-R-05:

The RIPE NCC Executive Board approves the publication of the draft agenda for the RIPE NCC General Meeting in May 2024.
The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#174-R-06:

Sebastian Becker
Dr. Omid Mahdi Ebadati
Nick Hilliard
Arnold Nipper
Cynthia Revström

The RIPE NCC Executive Board unanimously adopted the resolution

Resolution EB#174-R-07:

RESOLUTION OF BODY CORPORATE INCORPORATOR
The Board unanimously approved the resolution with amendments.

Resolution EB#174-R-08:

The RIPE NCC Executive Board approves the amendments to the “RIPE Database Acceptable Use Policy”
The RIPE NCC Executive Board unanimously adopted the resolution.

Actions

New action items

Action EB453 / 25/03/2024 / HI

The RIPE NCC to work with the Board to arrive at a future-proof structure and funding model.

Closed action items

Action EBD447 / 15/12/2022 / HPH

The Board asked the Managing Director to provide a detailed plan and make preparations for setting up a legal entity in Dubai fully owned by the RIPE NCC.

Status 23/03/2023: Discussed at EB#165, topic 7.1. Athina Fragkouli presented the requirements for the new entity, and the Board asked to move forward with the proposed structure.

Status 28/06/2023: Ongoing. The required documentation for the setup of the legal entity is ready and can be signed after the advice of the Works Council has been received and considered.

Status 13/12/2023: Ongoing. Discussed at EB#172, topic 9.3. The legal entity should be established at the beginning of 2024, and after that a decision on the service structure will be made. Further details will be shared at the next Board meeting.

Status 25/03/2024: Done. Discussed at EB#174, topic 4.5. The legal entity ‘RIPE NCC Middle East FZ-LLC’ has been established following Resolution EB#174-R-07.

Action EB451 / 14/12/2023 / FC

To investigate the feasibility of using translations in relation to the voting platform and report back to the Board.

Status 25/03/2024: Done. Discussed at EB#174, topic 4.2. It is not recommended to use translations.

Action EB452 / 14/12/2023 / MK

To analyse the impact of financial support of the RIPE Programme Committee.

Status 25/03/2024: Done. Discussed at EB#174, topic 5. Expected financial impact will be low, so It will be made possible for PC members to request financial support for attending RIPE meetings under conditions.