186th Executive Board Meeting Minutes

186th Executive Board Meeting Minutes

28 June 2025, Lillestrøm

Author: Fergal Cunningham
Publication date: 16 July 2025
Status: Draft

Attendees:

Randy Bush (RB), Member
Ondřej Filip (OF), Chair
Maria Häll (MH), Member
Raymond Jetten (RJ), Treasurer
Sander Steffann (SS), Member
Harald A. Summa (SU), Member
Piotr Strzyżewski (PS), Secretary
Remco van Mook (RvM), Invited outgoing Member (topics 1-6)
Mirjam Kühne (MK), RIPE Chair (topics 1-6)
Ulka Athale (UA), Specialist Communications/Marketing Officer, RIPE NCC (topic 6)
Daniella Coutinho (DC), Executive Assistant, RIPE NCC, attending remotely (topics 1-6)
Fergal Cunningham (FC), Head of Membership Engagement, RIPE NCC (topics 1-6)
Athina Fragkouli (AF), Chief Legal Officer, RIPE NCC (topics 1-6)
Simon-Jan Haytink (SJH), Chief Finance Officer, RIPE NCC (topics 1-6)
Hans Petter Holen (HPH), Managing Director, RIPE NCC (topics 1-7)
Hisham Ibrahim (HI), Chief Community Officer, RIPE NCC, (topics 4, 6)
Eleonora Petridou (EP), Chief Information Security Officer, RIPE NCC (topic 6)
Felipe Victolla Silveira (FVS), Chief Technology Officer, RIPE NCC (topic 6)
Carolien Vos (CV), Chief Human Resources Director, RIPE NCC (topics 3-7)
Gabor de Wit (GdW), Chief Registry Officer, RIPE NCC (topic 6)

Guest:
Yannou Tamis, Governance Academy (topic 5)

1. Welcome and Agenda

Ondřej Filip, RIPE NCC Executive Board Chair, opened the meeting at 09:04 UTC+2 and welcomed attendees.

1.1 Apologies, New agenda points

There were no apologies and no new agenda points added.

1.2 Approval of Minutes

It was noted that a correction was made in the action list of meeting #183 that the Board felt was not significant. The minutes of meetings, #183, #184 and #185 were therefore approved.

Resolution EB#186-R-01
The RIPE NCC Executive Board approves the minutes of EB#183, EB#184, and EB#185.

The RIPE NCC Executive Board unanimously adopted the resolution.

1.3 Conflict of Interest

No conflicts of interest were stated.

1.4 Dates of Next Meetings

4-5 September 2025, Amsterdam
17 October 2025, Online
22-24 October 2025, RIPE NCC General Meeting, Bucharest
10-11 December 2025, Amsterdam

1.5 Conference Calendar

The Board looked through the conference calendar, and Board members indicated their attendance at various community and industry meetings and conferences.

1.6 Action List Review

Hans Petter Holen, RIPE NCC Managing Director, went through the action list and gave the status of items there.

1.7 Roles of the Executive Board

The Board members discussed the roles that they would fulfil on the Board for the coming year.

Resolution EB#186-R-02
The RIPE NCC Executive Board assigns the following roles to Executive Board members for the upcoming term:

Chair - Ondřej Filip
Secretary - Piotr Strzyżewski
Treasurer - Raymond Jetten
NRO EC Meeting Observer - Sander Steffann
Academic and NRENs - Maria Häll
Members-discuss moderator - Piotr Strzyżewski

The RIPE NCC Executive Board unanimously adopted the resolution.

There was a general discussion about moderation of the members-discuss list. Athina Fragkouli, RIPE NCC Chief Legal Officer, gave a rundown of the issues involved with moderating members-discuss. Hans Petter explained the history behind members-discuss and moderation. Athina said the RIPE NCC could look at the process and make a proposal, and the Board agreed with this.

There was then a request from Simon-Jan Haytink, RIPE NCC Chief Financial Officer, to assign Board members as bank signatories and account holders, and various Board members agreed to take on the roles.

2. MD Update

Hans Petter explained that his update and the status of objectives and key results would be provided by email in July, and a status update will be given at the September Board meeting.

3. Finance

3.1 Financial Update May 2025

Simon-Jan noted that the financial update for May 2025 was provided ahead of the meeting and he would not present it. The financial story was similar to what was presented at the General Meeting (GM) in May.

There was a comment that the financial result was lower than expected. Simon-Jan said that it was partly due to a decrease in interest rates in the market, which has a significant effect on the RIPE NCC’s risk-averse portfolio. He said the financial result budget at 800k seemed reasonable at the time, but current reality shows it was overly ambitious. Additionally, the 2024 negative result of the Middle East entity is included in the 2025 financial result (see below section 4.1).

3.2 Treasury Statute

Simon-Jan said there was no real need to change the RIPE NCC Treasury Statute, and he asked the Board to approve.

Resolution EB#186-R-03
The RIPE NCC Executive Board reviewed and approves the RIPE NCC Treasury Statute, according to the agreed yearly review cycle.

The RIPE NCC Executive Board unanimously adopted the resolution.

4. RIPE NCC Middle East FZ-LLC

Athina gave an introduction and background about the legal entity in the Middle East, explaining the legal structure and governance processes. The structure is similar to the RIPE NCC, with a Board and a General Meeting (GM). The RIPE NCC, represented by the Executive Board, fulfils the role of the GM.

4.1 Adoption Financial Report 2024

Hans Petter asked that the following accompanying letter to the RIPE NCC Middle East FZ-LLC Financial Report 2024 be included in the minutes to provide transparency to RIPE NCC members:

“The RIPE NCC Middle East FZ-LLC was formally established on 5 February 2024. The financial report covers the period 5 February 2024 to 31 December 2024.

During this period, the RIPE NCC Middle East FZ-LLC was not operational and did not have any bank/financial transactions as an entity. All costs and payments have been advanced by the mother company, RIPE NCC. In 2024, the RIPE NCC Middle East FZ-LLC did not have a bank account. The RIPE NCC Middle East FZ-LLC bank account was opened in the name of the LLC in 2025.

An obligation stemming from the 2024 financial report for the RIPE NCC Middle East FZ-LLC is the disclosure of the establishment costs for the LLC. These costs have been presented in the financial report 2024. The 2024 audit costs have been accrued and accounted for in the report.

This has resulted in a negative result and a negative balance value over 2024. The mother company, RIPE NCC, has committed to financially supporting the LLC in this start-up phase. With this support, the RIPE NCC Middle East FZ-LLC can cope with this initial negative result and is expected to be able to present a positive result in the next and following financial years.”

Simon-Jan further explained the audited financial report of the Middle East entity. There was a question about whether the auditing of the Middle East entity would take place together with the Dutch entity, and Simon-Jan said that this was indeed the intention.

The RIPE NCC, represented by the Executive Board, adopted the RIPE NCC Middle East FZ-LLC Financial Statements 2024 by approving the following resolution:

Resolution EB#186-R-04
The RIPE NCC, acting as the sole member and sole shareholder of the RIPE NCC Middle East FZ-LLC, adopts the audited RIPE NCC Middle East FZ-LLC Financial Statements 31 December 2024.

The RIPE NCC Executive Board unanimously adopted the resolution.

4.2 Resolution for authorised representation of the RIPE NCC Middle East FZ-LLC

Athina explained that this resolution, in a format appropriate for administration purposes of the banks in Dubai, ensures dual approval of Board members for all outgoing payments of RIPE NCC Middle East FZ-LLC.

Resolution EB#186-R-05
We hereby agree and RESOLVE the following:

BE IT RESOLVED that any two of the following directors of RIPE NCC Middle East FZ-LLC (“RIPE NCC ME”):

Mr. Hans Petter Holen of Norwegian Nationality and holder of Passport No. XXX;
Ms. Athina Fragkouli of Hellenic Nationality and holder of Passport No. XXX;
Mr. Hisham Ahmed Mohamed Ibrahim of Egyptian Nationality and holder of Passport No. XXX;
Mr. Simon Jan Haijtink of Dutch Nationality and holder of Passport No. XXX;

be and are hereby authorized jointly to issue, sign, and endorse cheques and payments transfers (electronic and hard copy) up to the value of AED XXX on any of the RIPE NCC ME bank accounts with any bank or financial institution in the UAE, including but not limited to the current bank account with Emirates NBD Bank PJSC.

The RIPE NCC Executive Board unanimously adopted the resolution.

4.3 Amended resolution interest rate loan agreement

Athina explained that this resolution was to correct the rate of interest, as before signing the loan agreement we requested our tax advisor to ensure the arm’s length principle is adhered to.

Resolution EB#186-R-06
The RIPE NCC Executive Board approves the loan agreement between the RIPE NCC and the RIPE NCC Middle East FZ-LLC, effective as per 1 May 2025, executed pursuant to Resolution EB#181-R-01, noting that the annual interest rate is 5.31% rather than the 5.48% originally stated in Resolution EB#181-R-01.

The RIPE NCC Executive Board unanimously adopted the resolution.

5. Governance Structure

Yannou Tamis from the Governance Academy joined and gave a presentation on the advisory and implementation process regarding potential changes to the RIPE NCC’s governance structure.

Yannou explained that following interviews with Board members, there appeared to be support for having a Supervisory Board and Executive Board structure as outlined in the minutes of Executive Board meeting EB#183.

He said that there appeared to be a preference for minimal changes while having a Supervisory Board of seven members and an Executive Board of one member with the possibility of having up to two members in the new Executive Board. He noted that there was a desire to have better representation in terms of gender, geographical diversity and further expertise on the Supervisory Board. It was proposed that a nominations committee could help fulfil this request while not limiting the ability of members to elect Board members freely. He said that the set-up of a Supervisory Board that appointed an Executive Board would need to be added as an amendment to the RIPE NCC Articles of Association.

There was a question about whether the new structure would affect the staff structure below the Executive Board level, and Yannou said that it would not, apart from reducing confusion around roles.

There was a question about whether a second legal opinion on the new structure was needed, and a general discussion about this took place. There was a comment that this might be seen as a significant change to the RIPE NCC’s governance structure, even if it means no change in how the RIPE NCC operates, and therefore it should be given all due attention to ensure everything is in order.

Athina commented that if a second legal opinion is requested, there should be very specific questions to ask.

It was commented that there needs to be strong confirmation that nothing would change in the power balance between the elected and non-elected bodies.

After some further discussion, it was agreed that a second legal opinion would be sought when the proposal is finalised, requesting details on any changed consequences, if any, in terms of liability for the Executive Board and confirmation that there would be no changes to the method of electing Board members and the consequent balance of power between the two newly-named structures.

There followed another discussion on when this should be further communicated to and voted upon by members, should all due diligence show that this is indeed the path the Board wants to take.

Some Board members suggested that this could be presented for a vote at the upcoming October General Meeting, although some felt this might be too soon given the request for legal advice and the Summer vacation period.

It was suggested that there was no reason not to communicate more directly with the membership about the proposed changes, and it was agreed that a communication plan should be provided that aimed to provide greater transparency as explanation of the proposed changes, as well as give members a chance to provide input to the Board.

To summarise, Governance Academy recommends the current Board, in the context of the intended changes in its governance structure, to take the following actions:

Propose the transition from Executive Board (EB) to Supervisory Board (SB) and from Managing Director (MD) to Executive Board to the General Meeting and, as a result, adapt the articles of association to propose to establish an elected SB with seven members and establish an EB (which would continue the current activities of the MD) that is appointed by the SB;
Define a set of regulations for the SB and the new EB to safeguard good governance standards such as transparency, independence and the organisation of countervailing power;
Involve the Works Council in the decision-making process as soon as possible by submitting a formal request for advice.
Propose a process for the identification of possible nominees (including potentially a profile description that meets diversity standards) in line with the appointment process of the current AoA.

The Board agreed to proceed as proposed and will in September decide about the timing of the actions.

6. Strategy 2027-2031

Fergal Cunningham, RIPE NCC Head of Membership Engagement, and Ulka Athale, RIPE NCC Specialist Communications/Marketing Officer, moderated a strategy session with the Executive Board.

Fergal and Ulka gave a presentation on the strategy process that is being followed and also gave an update on the outcomes of the strategic retreat from the RIPE NCC Leadership Team. The Executive Board was then asked to provide specific guidance to the RIPE NCC in the areas of Registry, Technology, Community, and Organisation and Governance.

There were numerous discussions around these topics, and the takeaways and Board direction will be incorporated into the strategic documentation that is being prepared. Fergal noted that following this strategy session, a report would be given to RIPE NCC staff in order to get further feedback. He said that the plan was to start engagement with the membership and RIPE community in September and further discuss the five-year strategy at the RIPE 91 Meeting in October.

7. RIPE Chair Team Remuneration

There was a closed session with the Executive Board, RIPE NCC Managing Director and RIPE NCC CHRO to discuss the matter of remuneration for the RIPE Chair Team now that the new team has been selected by the RIPE community. The Chair and Treasurer were authorised to agree on the details in contracts with the Chair and Vice Chair in collaboration with RIPE NCC CHRO.

8. AOB

There was no other business to discuss.

Ondřej closed the meeting at 18:05 UTC+2.

Resolutions

Resolution EB#186-R-01
The RIPE NCC Executive Board approves the minutes of EB#183, EB#184, and EB#185.

The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#186-R-02
The RIPE NCC Executive Board assigns the following roles to Executive Board members for the upcoming term:

Chair - Ondřej Filip
Secretary - Piotr Strzyżewski
Treasurer - Raymond Jetten
NRO EC Meeting Observer - Sander Steffann
Academic and NRENs - Maria Häll
Members-discuss moderator - Piotr Strzyżewski

The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#186-R-03
The RIPE NCC Executive Board reviewed and approves the RIPE NCC Treasury Statute, according to the agreed yearly review cycle.

The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#186-R-05
We hereby agree and RESOLVE the following:

BE IT RESOLVED that any two of the following directors of RIPE NCC Middle East FZ-LLC (“RIPE NCC ME”):

Mr. Hans Petter Holen of Norwegian Nationality and holder of Passport No. XXX;
Ms. Athina Fragkouli of Hellenic Nationality and holder of Passport No. XXX;
Mr. Hisham Ahmed Mohamed Ibrahim of Egyptian Nationality and holder of Passport No. XXX;
Mr. Simon Jan Haijtink of Dutch Nationality and holder of Passport No. XXX;

The RIPE NCC Executive Board unanimously adopted the resolution.

Action Items

Ongoing action items

Action EB454 / 24/06/2024 / SJH
To list the main risks and the related substantive reasoning for the goals of RIPE NCC reserves.

Status 20/09/2024: Ongoing. In the meeting, it was noted the reserves were created to get the organisation through difficult times. An update will be included in the Executive Board report at the autumn GM.

Status 12/12/2024: Ongoing. An update at the autumn GM was given, and at EB#179, input from the Board was gathered.

Status 21/03/2025: Ongoing. It was noted that a document covering the reasoning behind the RIPE NCC reserves would be provided to the Board before the RIPE 90 Meeting.

Status 28/06/2025: Ongoing. A first draft of the document was shared with the Board and comments and feedback are being processed.

Action EB455 / 20/03/2025 / HPH
To develop a proposal to transition from an Executive Board to a Supervisory Board, taking into account a transition plan, employment consequences, remuneration and the relevant amendments to the Articles of Association for GM approval.

Status 28/06/2025: Ongoing. The Board discussed the proposal for transition in topic 5 of EB#186 and agreed to move forward with the proposed actions.

Action EB456 / 20/03/2025 / AF
To propose an improved process for selecting volunteers for the Executive Board Election Code of Conduct Team

Status 28/06/2025: Ongoing.