Minutes 159th Executive Board Meeting

30 June-1 July 2022, Amsterdam


Author:	Daniella Coutinho
Date:	2022/07/08
Status:	Final

Attendees:

Christian Kaufmann (CK), Chairman
Ondřej Filip (OF), Treasurer
Raymond Jetten (RJ), Member
Maria Häll (MH), Member
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 3-7, 11-17)
Athina Fragkouli (AF), Chief Legal Officer, RIPE NCC (topic 3-7, 11-17)
Simon-Jan Haytink (SJH), Finance Manager, RIPE NCC (topic 3-6)
Hans Petter Holen (HPH), Managing Director, RIPE NCC
Hisham Ibrahim (HI), Chief Community Officer, RIPE NCC (topic 5-7, 11, 13-14, 16.1-16.5)
Felipe Victolla Silveira (FVS), Chief Operations Officer, RIPE NCC (topic 15-16.6)
Carolien Vos (CV), HR Director, RIPE NCC (topic 7)

Guests:

Ivy Agbo, OR member, RIPE NCC (topic 7)
Fallon Albrecht, OR member, RIPE NCC (topic 7)
Spencer Payton, OR member, RIPE NCC (topic 7)
Adonis Stergiopoulos, OR member, RIPE NCC (topic 7)
Stephen Suess, OR member, RIPE NCC (topic 7)
Suzanne Taylor, Public Policy and Internet Governance Officer (topic 14.1)

Day 1: 30 June 2022

09:00-17:00 (UTC +2)

1. Welcome and agenda

The Chairman opened the meeting at 09:05 and welcomed everyone.

1.1 Apologies, new agenda points

The Chairman noted all members of the RIPE NCC Executive Board (the Board) were present. No additional agenda items were added to the agenda.

1.2 Approval of minutes

Resolution EB#159-R-01
The RIPE NCC Executive Board approves the minutes of EB#156, EB#157 and EB#158.

The RIPE NCC Executive Board unanimously adopted the resolution.

1.3 Dates of next meetings

26 September 2022
23 October 2022, Board briefings ahead of RIPE 85
26-28 October 2022, RIPE NCC General Meeting
14-15 December 2022

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: On agenda of EB#159 at topic 4.2

Action EBD439 / 15/03/2022 / AF
To identify how the initial proposal of a legal structure interplays with the problem statement and the priorities it sets.
Status 30/06/2022: On agenda of EB#159 at topic 6

Closed action items

Action EBD438 / 14/03/2022 / SJH
To calculate the effects of possible changes to the membership fee and communicate this with the Board next week so they can decide on a draft Charging Scheme for 2023.
Status 30/06/2022: Done, calculations were shared with the Board along with the draft Charging Scheme 2022, that got approved at the General Meeting May 2022.

2. Report from the MD

Hans Petter Holen shared his report with the Board on the developments in the organisation structure and executive team, leadership training, staff retention, his objectives for 2022, external audits to improve Registry governance and the course for sustainability strategy.

3. Integrated Risk Management

Hans Petter shared the report for Integrated Risk Management of the last quarter. The Board asked what would happen in case a majority of the Board is not available due to certain circumstances. Hans Petter has the authority to manage daily operations, and the Articles of Association stipulate the Board can lead the association with at least three members.

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.

The Board asked to pursue possible solutions for registrations of members from Kosovo. Athina Fragkouli noted this situation is being analysed and she will report back in the next meeting.

4. Finance

4.1 Financial report May 2022

Simon-Jan Haytink presented the financial report for May 2022. The income is slightly higher and costs are lower than budgeted. We do expect the cost level to increase towards budget as COVID-19 measures were minimised in the second quarter.

4.2 Status treasury portfolio management

Simon-Jan shared two proposals for a new treasury statute and asked the Board for input. The Board commented on the proposals and noted the current investment possibilities are limited. The new statute should not support crypto currencies. Simon-Jan will use the provided feedback to update the proposals before a decision is made.

4.3 Treasury statute June 2022

Yearly, the Treasury statute of the RIPE NCC needs to be agreed upon by the Board. Because discussions to update the statute are still ongoing, the Board decided to approve the current statute in acceptance of the deviations. At this moment we do not meet the goal of 12 month EURIBOR = 0.5% of the statute and we exceed the limit of cash on current account by more than 35%.

Resolution EB#159-R-02
The RIPE NCC Executive Board approves the Treasury Statute June 2022 with the agreed upon deviations.

The Board unanimously adopted the resolution.

Details on deviations from the treasury statute will be added to the financial report going forward.

4.4 Budget Guidance 2023

Preparations for the Activity Plan and Budget 2023 are starting and Hans Petter asked for direction from the Board. The Board discussed the model for estimated revenue (realistic), how the revenue at risk should be budgeted (1.5M surplus for mitigation of revenue at risk) and estimated inflation and pay and cost increases. The inflation will be determined based on CBS statistics in September 2022 for the draft budget and adjusted in December 2022 before the budget is finally approved by the Board. Additional items for the Budget 2023 were noted: to reserve funds to restructure the NRO and RIPE NCC and align the budget and activity plan with the change from the cloud-first strategy to a risk-based approach based on service criticality. The overall goal for the Budget 2023 will be a cost neutral version.

4.5 Strategy input to Activity Plan 2023

The Board agreed that the set strategy for 2022-2026 remains unchanged.

4.6 Activity Plan 2023 Focus areas

The focus areas for the Activity Plan 2023 will include Security and Compliance, RPKI, revised Certified Professionals for Learning & Development.

5. Keep Ukraine connected

At the General Meeting May 2022, the Board was asked if the RIPE NCC could donate for the ‘Keep Ukraine Connected’ initiative. Some research and discussion was necessary to see if it is possible and advisable for the RIPE NCC to make such donations. It was determined that the RIPE NCC does not have the ability to make such a donation at this time. There is no provision in its charter to make humanitarian donations. In addition to that, the charter of the RIPE Community Project Fund explicitly prohibits projects where the goal is essentially humanitarian aid. However, the Board is fully behind other initiatives and fully supports the time and resources of staff and their expertise, as well as taking advantage of the RIPE NCC’s position as an organisation with a global reach.

6. Legal structure of the RIPE NCC

Athina Fragkouli presented on the project to identify a potential corporate structure that is compliant with legal requirements that affect our operations in our service region and mitigates relevant risks.

The Board agreed to perform an internal impact analysis of the operational details of the presented proposed solution.

Resolution EB#159-R-03
The RIPE NCC Executive Board approves that the RIPE NCC will carry out an internal impact analysis on operational details of a possible new structure.

The Board unanimously adopted the resolution.

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.

7. Works Council BOV

The Board had a consultation meeting (bijzondere overlegvergadering, BOV) with Hans Petter and the Works Council (Ondernemingsraad, OR) as agreed in their earlier meeting EB#146 and laid out in the Works Councils Act, article 23.

The following items were addressed:

Introduction of the OR members
High inflation rates with regard to budget planning for 2023
Ukraine/Russia situation
Experience of staff with hybrid working

8. NRO Strategy and revised Memorandum of Understanding

The NRO Executive Council (EC) has finalised the work on revising the Memorandum of Understanding (MoU). The MoU has been updated and modernised, and the RIRs confirmed their re-commitment. Hans Petter asked the Board for authorisation to sign it.

Resolution EB#159-R-04
The RIPE NCC Executive Board authorises the RIPE NCC Managing Director to negotiate, review and sign on behalf of the RIPE NCC the revised NRO Memorandum of Understanding.

The RIPE NCC Executive Board unanimously adopted the resolution.

Remco van Mook reported on the retreat of the NRO EC that took place in June in Miami.

9. Status Investigation

It was noted that the investigation into an allegation from a RIPE NCC staff member of bullying and intimidating treatment by an Executive Board member is still ongoing and output is not yet available.

10. AOB

Code of Conduct (CoC) training
Possible date and time for a training session regarding the new RIPE CoC were discussed.

The Chairman adjourned the meeting at 17:15.

Day 2: 1 July 2022

0900-14:00 UTC+2

11. RIPE

RIPE Chair Mirjam Kühne presented on the latest developments in the community.

RIPE 84
Mirjam received lots of positive feedback about RIPE 84 and requests to continue to provide hybrid events.
RIPE 85
- Preparations for RIPE 85 in Belgrade have started. Apart from some small operational issues, the plan to hold RIPE 85 in Belgrade still stands.
- A contingency plan was presented which would bring additional costs, but the Board decided that if such a plan will be necessary, we can go back to a remote meeting.
- Call for presentations and meeting registrations will be opened in early July.
PDP
- The updated RIPE Policy Development Process has been published as ripe-781.
  
  There is currently one ongoing policy proposal submitted in the RIPE Database Working Group.
The last call for the Task Force Guidelines has ended and the guidelines will soon be published as RIPE Document. This addresses one of the recommendations by the Accountability Task Force.
The recommendations by the RIPE Nominating Committee need to be addressed before the next selection process for the RIPE Chair starts:
1. Update section about reserve list in ripe-728
2. Update timeline in ripe-727 and remove from ripe-728
3. Document participation of RIPE NCC staff in official RIPE roles
4. Document consensus for remuneration for RIPE Chair

Mirjam agreed to share the timeline for the next RIPE Chair selection process with the Board.

12. Distribution of functions within the RIPE NCC Executive Board

Christian Kaufmann has been selected to serve for a three-year term on Seat 10 of the ICANN Board of Directors and will begin his term in September 2022 at the end of the ICANN 75 meeting.

This means Christian will not seek re-election for the RIPE NCC Executive Board in May 2023 and he wanted to already distribute the functions so there can be a transfer period starting 1 September 2022.

Resolution EB#159-R-05
The RIPE NCC Executive Board resolves to designate the functions as required by Articles 8.3 of the RIPE NCC Articles of Association as of 1 September 2022 in the following way:

Ondřej Filip, Chair
Raymond Jetten, Treasurer
Piotr Strzyżewski, Secretary

It also resolves to designate the following functions:

NRO EC representative - Remco van Mook
CPF representative - Maria Häll

The RIPE NCC Executive Board adopted the resolution with 5 votes in favour and two votes against.

13. AFRINIC update

The Board extensively discussed the current situation of AFRINIC.

14. Community & Engagement - CCO

14.1 PPIG-EB report

Suzanne Taylor shared the Public Policy and Internet Governance report for the Executive Board (PPIG-EB). It continues to be a politically charged environment for the RIPE NCC, with sanctions

remaining a major focus and requiring a lot of resources from across the organisation. Suzanne reported on regulatory and political developments in the different regions and developments in the ITU and Internet Governance.

14.2 Update on Certified Professionals

Hisham Ibrahim informed the Board on the developments within the Certified Professionals programme. Quite a few exams have been booked but it will not make a notable revenue stream. The intention is to keep it lightweight and more cost effective. The Board appreciated the report and told Hisham to carry on as planned. As the contract for the exams comes to an end the activity requires special attention in next year's Activity Plan and Budget.

15. Registry COO

15.1 RIPE DB Requirements Task Force - Initial Analysis

Felipe Victolla Silveira shared a preliminary operational analysis of the RIPE NCC’s understanding of the ten recommendations made by the RIPE Database Requirements Task Force, as well as conditions for their implementation and their potential impact. Mirjam appreciated the analysis and will guide working groups to address the remaining recommendations.

16. Corporate Governance

16.1 Review General Meeting May 2022

Fergal Cunningham presented a review of the last General Meeting, the topics brought forward by members and a review of the online voting system. The last two GMs revealed some issues with the reporting of the voting and other voting solutions are being considered. The Board asked Fergal to proceed with replacing the online voting system before the next General Meeting.

Action EBD442 / 01/07/2022 / FC
To get a new voting system in place ahead of the General Meeting October 2022

Mirjam requested to move the meeting slot of the General meeting back to 18:00 as the current earlier time creates problems for the Program Committee and Working Groups.

There was no support among the Board to move the GM to a later time slot. The Board members who are also RIPE working group co-chairs did not recognise the current schedule as a problem and agreed to take the one-hour slots on Wednesday at RIPE 85. Mirjam agreed to talk to the WG chairs and see if the shorter time slot can be rotated. This topic will be reviewed again after RIPE 85.

16.2 Banning of entities due to the submission of fraudulent documents

Following up on questions from an earlier Board meeting, Athina informed the Board on the process that leads to the termination of an SSA due to the submission of fraudulent documents and the restriction of the relevant entity from becoming a member again. There are possibilities to reduce chances of fraud, for instance by requiring notarisation and legalisation with an apostille of submitted documentation for transfers. The Board asked for a presentation at the upcoming Board meeting on such options.

Action EBD443 / 01/07/2022 / AF
To investigate ways in order to reduce the risk of obtaining fraudulent documents.

16.3 Mailing list moderation

The members-discuss mailing list is currently under moderation. Athina explained the current situation and documented the process. The Board discussed the moderation process, agreed to continue moderation for another year and adopted the document ‘Members-Discuss Mailing List Moderation’.

Resolution EB#159-R-06
The RIPE NCC Executive Board resolves to continue the moderation that was imposed based on the resolution EB#155-R-01 until July 2023. Also the Executive Board resolves to adopt the document “Members-Discuss Mailing List Moderation”.

The RIPE NCC Executive Board unanimously adopted the resolution.

16.4 Amendments to Terms and Conditions

Amendments to RIPE NCC Certification Legal Framework

The RIPE NCC would like to launch the Publish in Parent service 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.

Amendments to the RIPE NCC Certification Legal Framework were discussed.

Introduction of the “RIPE NCC Learning Events Terms and Conditions

The RIPE NCC organises various Learning Events in person and online. To date, no specific Terms and Conditions have been applied to these Learning Events. The new Terms and Conditions were presented and approved by the Board.

Resolution EB#159-R-07
The RIPE NCC Executive Board approves the text of “RIPE NCC Learning Events Terms and Conditions”, which specifies the terms for registration and participation in a RIPE NCC Learning Event.

The RIPE NCC Executive Board unanimously adopted the resolution.

16.5 Review MoUs

The Board asked to review the Memorandum of Understanding (MoU) between the RIPE NCC and the Ministry of Telecom and Mass Communications of the Russian Federation. The MoU focuses on promoting the RIPE Academic Cooperation Initiative (RACI) and IPv6 deployment, including training courses for Russian RIPE NCC members and IPv6 Roadshow events in Russia. It also stipulates an agreement between the RIPE NCC and a third party chosen by the Russian ministry to make use of the RIPE NCC Near Real Time Mirroring Service. The Board agreed that there was no need to take action regarding the MoU at this point.

16.6 Update to Management Regulations

Hans Petter proposed to refine the document Management Regulations to better reflect how resolutions are recorded in asynchronous meetings. Naming it ‘meetings by email’ will make sure recording of minutes and resolutions will fit in the current structure of minutes on the website. Additionally, the Board discussed the requirement that all members of the Board should respond:

“The Executive Board members must give their opinions on the proposed motion within a period set by the chair or the secretary, which must not be shorter than 48 hours. If such period is not set by the chair or the secretary, the Executive Board members have seven calendar days to give their opinions on the proposed motion. A resolution is adopted either if all Executive Board members have expressed their views on the motion and none of them objects to this form of adopting resolutions or if by the time the deadline has passed, at least four Executive Board members including the chair (or the secretary or the treasurer if the chair is not available) are in favour of the resolution.”

Resolution EB#159-R-08
The RIPE NCC Executive Board adopts the proposed amendments to the document “Management Regulations of the RIPE NCC”.

The RIPE NCC Executive Board unanimously adopted the resolution.

17. AOB

Some topics were revisited and have been minuted above.

No additional topics were brought up.

The Chairman closed the meeting at 14:00

Resolutions

Resolution EB#159-R-01
The RIPE NCC Executive Board approves the minutes of EB#156, EB#157 and EB#158.

The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#159-R-02
The RIPE NCC Executive Board approves the Treasury Statute June 2022 with the agreed upon deviations.

The Board unanimously adopted the resolution.

Resolution EB#159-R-03
The RIPE NCC Executive Board approves that the RIPE NCC will carry out an internal impact analysis on operational details of a possible new structure.

The Board unanimously adopted the resolution.

Resolution EB#159-R-04
The RIPE NCC Executive Board authorises the RIPE NCC Managing Director to negotiate, review and sign on behalf of the RIPE NCC the revised NRO Memorandum of Understanding.

The RIPE NCC Executive Board unanimously adopted the resolution.

Ondřej Filip, Chair
Raymond Jetten, Treasurer
Piotr Strzyżewski, Secretary

It also resolves to designate the following functions:

NRO EC representative - Remco van Mook
CPF representative - Maria Häll

The RIPE NCC Executive Board adopted the resolution with 5 votes in favour and two votes against.

The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#159-R-08
The RIPE NCC Executive Board adopts the proposed amendments to the document “Management Regulations of the RIPE NCC”.

The RIPE NCC Executive Board unanimously adopted the resolution.

Action list

New action items

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.

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.

Action EBD442 / 01/07/2022 / FC
To get a new voting system in place ahead of the General Meeting October 2022.

Action EBD443 / 01/07/2022 / AF
To investigate ways in order to reduce the risk of obtaining fraudulent documents.