23-24 March 2023, Amsterdam
Author: |
Daniella Coutinho |
Date: |
2023/03/29 |
Status: |
Final |
13:30-18:00 (UTC+1)
The Chair opened the meeting at 13:30 and welcomed everyone.
The Chair noted all members of the RIPE NCC Executive Board (the Board) were present. One item was added to the agenda under AOB - informal meeting with ICANN Board during RIPE 86.
Remco requested 7.3 to be removed from the agenda. The chair denied the request because the document to be discussed was requested by EB, so therefore the chair did not see a reason why not to discuss it.
Resolution EB#165-R-01
The RIPE NCC Executive Board approves the minutes of EB#163 and EB#164.
The RIPE NCC Executive Board unanimously adopted the resolution.
None of the Board members noted a conflict of interest regarding the topics on the agenda.
The Board discussed upcoming meetings and conferences of the RIPE NCC and the industry, and agreed who would be attending which event.
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. SJH 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.
Status 14/12/2022: Ongoing. Discussed at EB#163, topic 4.3. SJH will plan further meetings to work out details for the suggested options.
Status 23/03/2023: On the agenda of EB#165, topic 3.4.
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. The proposed solution is included in the amendments of the Articles of Association and is subject to approval by the General Meeting.
Status 14/12/2022: Ongoing. The amendments to the Articles of Association were approved by the General Meeting in October 2022. Further steps to mitigate risks will be discussed at the next Executive Board meeting.
Status 23/03/2023: On the agenda of EB#165, topic 7.6.
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.
Status 14/12/2022: Ongoing. The amendments will be discussed at the next Executive Board meeting.
Status 23/03/2023: On the agenda of EB#165, topic 7.4.
Action EBD445 / 26/09/2022 / KR
To give an overview of the amount of online stored historic data of our services and discuss retention.
Status 14/12/2022: Ongoing. The overview of historic data will be given at the next Executive Board meeting.
Status 23/03/2023: Ongoing. Reassigned from KR to FVS.
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: On the agenda of EB#165, topic 7.1.
Action EBD448 / 15/12/2022 / AF
To prepare amendments to the external procedural documents to allow for notarisation of documents in specific cases.
Status 23/03/2023: On the agenda of EB#165, topic 7.5.
Hans Petter Holen shared his report with the Board.
The CIO, Kaveh Ranjbar, left the RIPE NCC and after consulting managers, staff and the Works Council, Hans Petter decided to restructure the Technology area. Felipe Victolla Silveira has been appointed as Chief Technology Officer and recruitment of a Chief Registry Officer has started.
Further, Hans Petter gave a status update of the Objectives and Key Results for 2023, an overview of the salary adjustments for 2023, the results of the last staff survey and action points that followed from the survey. Hans Petter ended by informing the Board on the developments around the root servers. He then shared draft objectives for 2023. There were no comments to the proposal. The chair will review them carefully before signing off.
Simon-Jan Haytink informed the Board about the first two months of the financial year 2023. Income and expenditures are slightly under budget, as well as the applications of new LIRs. The annual invoices were sent to the members in January and the payment behaviour is positive.
Simon-Jan presented the draft Financial Report 2022. The year was closed with a positive operational result before financial result and taxes. The negative unrealised financial result and taxes payable on the fiscal result resulted in a deficit over 2022 (342kEUR). The deficit will be deducted from the Clearing House reserve and for 2022 there is no excess contribution to be redistributed to the membership.
The external audit of the financial statements of 2022 has been completed and it has been confirmed the financial statements show a true and fair view of the financial position.
Resolution EB#165-R-02:
The RIPE NCC Executive Board approves the submission of the audited RIPE NCC Financial Report 2022 to the upcoming RIPE NCC General Meeting for its adoption.
The RIPE NCC Executive Board unanimously adopted the resolution.
The Board previously asked for an evaluation of the treasury statute and a project group was formed to select a new party that can manage the investment portfolio of the RIPE NCC. Simon-Jan presented the outcome of the work of the project group and the Board agreed to select the proposed investment partner. This investment partner will adjust the current treasury statute to remove inefficiencies and mitigate (unintended) risks, using a very conservative approach.
Resolution EB#165-R-03:
The RIPE NCC Executive Board approves the selection of an investment partner that will manage the investment portfolio of the RIPE NCC.
The RIPE NCC Executive Board unanimously adopted the resolution.
The RIPE NCC started a consultation with the membership on the RIPE NCC Charging Scheme model that will be used in 2024. Draft models have been put forward and the members were invited to share their feedback on the mailing list and during the Open House.
The Board discussed the different models and the feedback received so far and asked Simon-Jan to make further calculations of the different models before a decision can be made on which model(s) will be submitted to the General Meeting in May 2023.
Simon noted the draft Charging Schemes 2024, including a draft category option, will be published on 12 April and on 26 April the final Charging Schemes will be submitted to the GM.
Action EBD449 / 23/03/2023 / SJH
To make further calculations to the different charging scheme models as discussed with the Board during EB#165 and share the calculations with the Board by 5 April 2023 at the latest.
The Board received a letter from Lu Heng, CEO of LARUS Ltd, in which he addressed that APNIC and APNIC Pty Ltd might be controlled by one person. The Board reviewed and discussed the content. It was agreed to send a formal response.
The Chair adjourned the meeting at 17:53.
09:00-16:00 (UTC+1)
RIPE Chair Mirjam Kühne shared her report with the Board and covered the following topics:
Hisham Ibrahim shared a presentation to outline how safety of staff will be ensured at external events.
After a few engagements last year with representatives of Ukraine, there were some questions left from their side with regards to acceptance of documents from occupied territories in the country and the application of sanctions. The Board discussed the matter and agreed to draft a response to explain the situation.
The Board asked the RIPE NCC to provide a detailed plan and make preparations for setting up a legal entity in Dubai fully owned by the RIPE NCC. Athina Fragkouli presented the requirements for the new entity and explained the structure, administration, HR matters, tax issues and the next steps. The Board appreciated the presentation and asked to move forward with the proposed structure.
During EB#163, the Board asked the Managing Director to investigate whether it is possible to amend the Articles of Association in order to allow the Board to temporarily suspend board members until a final decision is made by the GM. Athina noted that according to Dutch law, the body that appoints Board members is the body that may suspend or dismiss them. Based on that, only the GM may suspend or dismiss a board member.
During EB#163, the Board asked the Managing Director to investigate mechanisms for the assessment of Executive Board candidates before an election. Remco van Mook left the meeting room during the discussion of this item. He requested that it be noted in the minutes that it was inappropriate for the Board to discuss this topic. The discussion continued with the rest of the group. Athina presented possible restrictions for Executive Board member candidates. Restrictions could include not having two or more board members that are employed by, or (partially) owning the same organisation or related organisations, or a requirement that Executive Board members may not be employed by, or on the board of another Regional Internet Registry (RIR), ICANN or the Internet Society. Other aspects discussed were whether Board members should not be chairs of RIPE community working groups or members of the ASO AC. Also discussed was a potential requirement that not more than two siting Board members may have the same nationality. It was noted that such requirements and restrictions should be discussed and agreed upon by the members. Therefore the Board agreed to discuss such requirements and restrictions with the members at a BoF or an Open House session. Remco van Mook returned to the meeting room when the group finished the discussion on this topic.
Athina discussed the legal review of LIR and Member Agreements that has been conducted.
The following amendments were recommended:
The documents are amended according to the recommendations above. Athina noted that the wording on the webpages and in the Activity Plan 2023 have already been clarified and a typo in the Arbitration Procedure will be adjusted after the Arbiters meeting of May 2023, as new changes might be added.
Resolution EB#165-R-04:
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC Standard Service Agreement 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.
Resolution EB#165-R-05
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC document “RIPE NCC LIR Account Agreement”.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#165-R-06
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC procedural document “Closure of Members, Deregistration of Internet Resources and Legacy Internet Resources”.
The RIPE NCC Executive Board unanimously adopted the resolution.
Following the discussion on fraudulent documents during EB#163, the Board approved to request notarisation of documents supporting transfer requests above a certain risk level determined by the RIPE NCC. In order to make the change, the external procedural document “Due Diligence for the Quality of the RIPE NCC Registration Data” needed to be amended. Athina presented the necessary changes and the Board agreed.
Resolution EB#165-R-07
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC procedural document “Due Diligence for the Quality of the RIPE NCC Registration Data”.
The RIPE NCC Executive Board unanimously adopted the resolution.
The Management Regulations of the Board have been updated to reflect the changes in the Articles of Association agreed to at theGeneral Meeting October 2022. The amendments consist of clarifying participation in case of a conflict of interest, and the possibility for the Management Team to convene a General Meeting in case there are fewer than three Board members left or in case Board members are prevented from acting due to suspension, illness or inaccessibility.
Resolution EB#165-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.
The Board asked in the previous meeting EB#163 to document and explain the board liability for existing board members and future candidates. Athina provided the explanation and the details have been added to the website.
At this moment Executive Board members are not financially rewarded besides reimbursement of actual travel and accommodation costs. On several occasions in recent years, the topic of Board remuneration has come up. In an attempt to progress informed decision-making on this matter, Hans Petter requested a report from Mercer to understand what the market practice is. The Board discussed the report and their views on the matter. As there is no consensus among the Board members, the Board agreed to discuss remuneration with the membership, not at the General Meeting but in a more informal session such as a BOF or an Open House session, as part of the package of expectations, restrictions and requirements for members of the Board that was discussed at agenda item 7.3.
Fergal Cunningham presented the highlights of the draft Annual Report 2022 and changes from previous years. The Board agreed to send any remaining comments in the coming week and approved the document and its publication.
Resolution EB#165-R-09:
The RIPE NCC Executive Board approves the RIPE NCC Annual Report 2022 and the publication of the document.
The RIPE NCC Executive Board unanimously adopted the resolution.
Fergal shared the timeline and key points for the upcoming General Meeting May 2023. A change from previous years is that members will be able to check in to the onsite meeting in Rotterdam on Tuesday already and not only during the day on Wednesday.
Fergal formally asked the Board Chair if the General meeting would be held without the option of paper ballots to vote and the Board Chair formally agreed.
The draft agenda for the RIPE NCC General Meeting was presented and after some modifications following the discussions of this Executive Board meeting, the draft agenda was approved.
Resolution EB#165-R-10
The RIPE NCC Executive Board approves the publication of the draft agenda for the RIPE NCC General Meeting in May 2023.
The RIPE NCC Executive Board unanimously adopted the resolution.
Fergal updated the Board on the status of the Executive Board Elections 2023, the current nominations, the timeline and main elements. Three seats on the Board are available for this election.
The 10th large-scale survey of our members and community is planned to launch at RIPE 86 in May, focussing on our activities and services, objectives and important topics, tracking progress from previous surveys and identifying the issues that affect our members. The survey will be translated into nine languages and the report will be presented at RIPE 87 in November. The key questions are drafted and Fergal asked the Board for any input on the topics.
Hans Petter shared the status of the situation around AFRINIC and the Board agreed to continue to work with the AFRINIC Community, AFRINIC, the NRO, ICANN and ISOC to, first and foremost, enable AFRINIC to hold free and fair elections to get a functioning board in the best interest of Africa and the Global Internet Community.
The ICANN Board of Directors requested an informal meeting with the RIPE NCC Executive Board as per the tradition around RIPE Meetings. Possibilities were discussed and it was suggested to have a breakfast meeting on Thursday 25 May.
No additional topics were brought forward.
The Chair closed the meeting at 16:00.
Resolution EB#165-R-01
The RIPE NCC Executive Board approves the minutes of EB#163 and EB#164.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#165-R-02
The RIPE NCC Executive Board approves the submission of the audited RIPE NCC Financial Report 2022 to the upcoming RIPE NCC General Meeting for its adoption.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#165-R-03
The RIPE NCC Executive Board approves the selection of an investment partner that will manage the investment portfolio of the RIPE NCC.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#165-R-04
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC Standard Service Agreement 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.
Resolution EB#165-R-05
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC document “RIPE NCC LIR Account Agreement”.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#165-R-06
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC procedural document “Closure of Members, Deregistration of Internet Resources and Legacy Internet Resources”.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#165-R-07
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC procedural document “Due Diligence for the Quality of the RIPE NCC Registration Data”.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#165-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.
Resolution EB#165-R-09
The RIPE NCC Executive Board approves the RIPE NCC Annual Report 2022 and the publication of the document.
The RIPE NCC Executive Board unanimously adopted the resolution.
Resolution EB#165-R-10
The RIPE NCC Executive Board approves the publication of the draft agenda for the RIPE NCC General Meeting in May 2023.
The RIPE NCC Executive Board unanimously adopted the resolution.
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. SJH 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.
Status 14/12/2022: Ongoing. Discussed at EB#163, topic 4.3. SJH will plan further meetings to work out details for the suggested options.
Status 23/03/2023: Ongoing, a new investment partner has been selected that will adjust the current treasury statute to remove inefficiencies and mitigate (unintended) risks, using a very conservative approach.
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.
Status 14/12/2022: Ongoing. The amendments will be discussed at the next Executive Board meeting.
Status 23/03/2023: Ongoing, discussed at EB#165, topic 7.4. All adjustments apart from the typo in the Arbitration Procedure have been made.
Action EBD445 / 26/09/2022 / FVS
To give an overview of the amount of online stored historic data of our services and discuss retention.
Status 14/12/2022: Ongoing. The overview of historic data will be given at the next Executive Board meeting.
Status 23/03/2023: Ongoing. The overview of historic data is still to be shared.
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.
Action EBD449 / 23/03/2023 / SJH
To make further calculations to the different charging scheme models as discussed with the Board during EB#165 and share the calculations with the Board by 5 April 2023 at the latest.
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. The proposed solution is included in the amendments of the Articles of Association and is subject to approval by the General Meeting.
Status 14/12/2022: Ongoing. The amendments to the Articles of Association were approved by the General Meeting in October 2022. Further steps to mitigate risks will be discussed at the next Executive Board meeting.
Status 23/03/2023: Done. Discussed at EB#165, topic 7.6. Management Regulations of the Board have been updated
Action EBD448 / 15/12/2022 / AF
To prepare amendments to the external procedural documents to allow for notarisation of documents in specific cases.
Status 23/03/2023: Done. Discussed at EB#165, topic 7.5 and the Board agreed to the amendments of the RIPE NCC procedural document “Due Diligence for the Quality of the RIPE NCC Registration Data”.