1st Board of Directors Meeting Minutes
22 November 2024, Amsterdam
Author: Athina Fragkouli
Status: Final
Attendees:
- Athina Fragkouli (AF), Board Member
- Simon-Jan Haytink (SJH), Board Member
- Hans Petter Holen (HPH), Board Member, Chairman
- Hisham Ibrahim (HI), Board Member/General Manager, attending remotely from Dubai
- Carolien Vos (CV), RIPE NCC, Chief Human Resources Officer
- Welcome and Agenda
Hans Petter Holen opened the meeting at 12:00 UTC, welcomed attendees and asked if there were any additions to the agenda.
1.1 Approval of Agenda
As there were no additions to the agenda, the Meeting approved a draft agenda.
1.2 Conflict of Interest
None of the Board members noted a conflict of interest regarding the topics on the agenda.
- Corporate Governance
2.1. Management regulations
Athina presented to the attendees a draft document which defines the scope of authority, duties, and decision-making processes assigned to the Board of Directors and General Manager, and their relationship with the Member. The document, named “Management Regulations of the RIPE NCC Middle East FZ-LLC” was distributed for Board of Directors review before the Meeting. The document was prepared based on the Company’s Articles of Association and corporate governance practices implemented by RIPE NCC.
There were no questions or comments on the proposal, the Board of Directors moved to vote on the following resolution:
Resolution BD#1-R01:
The RIPE NCC Middle East FZ-LLC Board of Directors approves the document “Management Regulations of the RIPE NCC Middle East FZ-LLC”, effective immediately.
The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.
2.2. Roles
Based on the “Resolution of Body Corporate Incorporator” Hans Petter is nominated as the Chairman of the FZ-LLC.
Following the adoption of Resolution BD#1-R01, the Board of Directors discussed the roles described in the Management Regulations Section 2, being Treasurer and Secretary. It has been decided that Simon-Jan shall be appointed as Treasurer and Athina as Secretary.
Resolution BD#1-R02:
The RIPE NCC Middle East FZ-LLC Board of Directors designates the roles of secretary and treasurer as follows:
Secretary: Athina Fragkouli
Treasurer: Simon-Jan Haytink
The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.
2.3. RIPE NCC UAE Approval Policy
Carolien Vos was asked to present the next agenda item. She referred to a draft document which outlines guidelines for the conduct of the General Manager of the Company, with respect to the following items: Finance, Human Resources, Information Technology, Information Security, Risk and Compliance.
The Chairman thanked Carolien for her input. As there were no questions or comments on the proposal, the Board of Directors moved to vote on the following resolution:
Resolution BD#1-R03:
The RIPE NCC Middle East FZ-LLC Board of Directors approves the document “RIPE NCC ME Approval Policy”, effective immediately.
The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.
2.4. Intercompany Agreement
The Board of Directors moved to discuss a proposal of the Intercompany Agreement between the Company and RIPE NCC. It has been agreed that the proposal needs to be consulted with the external advisor prior to formal approval by the Board of Directors set out in a resolution. The Board of Directors agreed that the General Manager will be granted with authorization to sign the Intercompany Agreement in the same resolution with the approval.
- AOB
As there was no other business to discuss, the Meeting was closed at 13:00 (UTC).
Resolutions
Resolution BD#1-R01:
The RIPE NCC Middle East FZ-LLC Board of Directors approves the document “Management Regulations of the RIPE NCC Middle East FZ-LLC”, effective immediately.
The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.
Resolution BD#1-R02:
The RIPE NCC Middle East FZ-LLC Board of Directors designates the roles of secretary and treasurer as follows:
Secretary: Athina Fragkouli
Treasurer: Simon-Jan Haytink
The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.
Resolution BD#1-R03:
The RIPE NCC Middle East FZ-LLC Board of Directors approves the document “RIPE NCC ME Approval Policy”, effective immediately.
The RIPE NCC Middle East FZ-LLC Board of Directors unanimously adopted the resolution.