RIPE AGM 18 November 2015 6:00 p.m. NIGEL TITLEY: Can I call the meeting to order please. We are running a little bit late because of setting things up at the front here. So can we get the back door closed please. We wouldn't want to be overseen, would we? Thank you everybody we are at the section of the agenda which is about as welcome preliminaries. Welcome everybody. This is the general meeting of the RIPE NCC, November 2015 First thing -- some of the initial presentations have already been done in the NCC Services Working Group. So, we will kick off now with the financial update and outlook and for that we will have Jochem who is the CFO of the RIPE NCC. JOCHEM de RUIG: Good evening, I am the CFO of the RIPE NCC. I'll be presenting on the financial update. This year I paid special attention to the latest estimate because actually you will vote later on in the agenda on what to do with the surplus we do expect this year. So where are we now? The first nine months, as mentioned throughout the week, I think we have seen large substantial membership growth throughout the year, and this has caused the revenue to be well up from the budget and also from last year even though we had a fee decrease. Expenses a just a bit below budget maybe caused by some open vacancies we still have. The FTEs are below budget. And we have seen some lower marketing and consultancy costs. I think with marketing consultancy, we are cautious, we only use it when we have to. For instance, like the logo redesign was all done in-house and overall the costs were a lot lower than we initially planned for. All in all for the first nine months, we have already achieved a surplus of more than 3 and a half million euros. The capital expenses are also a bit below last -- the budget, a bit up from last year. We did expect already to have some investments for the the new office space but that will all take place next year. To run you through the indicators, I did mention the revenue, which is substantially up. The expenses I talked about. The surplus, you do see a very high percentile figure in relation to the budget. We didn't aim for a very large surplus and because of the new membership growth we actually have achieved this. Capital expenses below, as mentioned before; the housing investments haven't kicked in yet. Number of members: 12,425; it's only 2% up from the budget, but because we charged a signup fee that really kicks in the revenue, so that's why the revenues up 14% while it's only 2% membership growth from the budget. Average expense per member is decreasing. This is a 12-year looking back, so I take the first nine months of this year and the last quarter of 2014, it's below the budget and 9% below 2014. Looking at the membership growth. Here you see a 12-month average. We clearly see the cut in the middle of 2012, when we ran out and the final /8 policy started. You see it sort of going up from about, 6, 700 to a 1,200 mark, and this year we have seen a further increase to almost 1,600 members on a 12-month period. This translates to a very high income, as mentioned. All in all the new members have brought in 2.3 million, a bit more, in additional income, and you can see the other income sources are quite stable and are very similar to what we forecasted. Sponsorships is a bit higher, we are to, according to Dutch legislation, specify this, this contains RIPE meeting sponsorships, regional meeting sponsorships and Atlas sponsorship which was about 90K, other incomes, small items, exchange rates and things like that. Looking a bit at the expenses, well, our biggest expense item is personnel. We are below the budget. We are a bit up from last year. Overall, the FTEs compared to the budget are 2% lower than we expected, you see that reflected in the personnel figures. Other items are on or about the budget, they talk about the marketing costs and consultancy costs which were quite a bit lower than we budgeted for. Overall, the P&L, I just want to zoom in on the last figures. We did have a very low financial result, this comes from the interests income we receive on Government bonds and the deposits we're holding, the interest rates are very low. The Government bond rates we're getting are very low, the return is not very high. You can see 63,000 on the reserve for holdings quite low. All in all, though, we have a very substantial surplus of more than 3 and a half million. Balance sheet: I just want to show you what that has done. Here you see the surplus and that has increased our capital quite a bit, to about 29 million euros, and that sort of is balanced out by the financial fixed assets, which are the Government bonds, again, which I talked about, we're holding 11 from different Government with the highest possible rating. Cash on hand has increased a bit. We keep most of it in deposits or to get as much return as possible. Then looking at the full year, actually last Friday we finalised our latest estimate just to be able to give you as close an approximation as possible. Revenue we think will be 26.2 million, a 13% increase from the budget. Expenses will be just a bit below budget. FTEs are currently below budget. We have filled some vacancies, so these people will come on board in this month and in the next. So we do expect a commercial surplus. I did add that term there because this year we'll have two surpluses actually -- I'll talk a bit more about that in a minute -- of 4.4 million. Capital expense will be lower than expected. And this year is the first year, the new tax ruling applies and you will have to decide what we do with the surplus, I have a presentation later on. I just want to shortly explain the difference because what I present here is the commercial surplus, and what you will vote on is the fiscal surplus, there is a small difference of, we approximate it to be 100,000 roughly in depreciation terms, for instance, there is some cost which you can't take into account for the fiscal surplus. So, all in all, we do expect a very large surplus for the full year. Here you see the indicators. 12,825 members by the end of the year, and average expenses are decreasing still. And that's the year-to-date figures. Any questions? No, it looks not. So thank you very much indeed. (Applause.) NIGEL TITLEY: Now we have Axel up to give the second part of the report from the RIPE NCC. He has already given the first part in the Services Working Group, he's now giving the second part. Sorry, this is topic 4, not topic 3. He is giving a report on the draft RIPE NCC activity plan. Oh yes, so he is. The agenda is wrong then. AXEL PAWLIK: Okay. So, we have done the first part in the other Working Group, now we have the overview as done before over the draft activity plan and budget. Basically the idea is to give you some indication of what is changing and what's staying and what the numbers...nothing happening here. So, what we are trying to do every time we build this document is to think back of what we heard at the General Meeting and the round and surveys and focus groups and from you personally and what you would like improved. So, the idea here is that we put into effect is better transparency making it extra clear why we are proposing to do things based on what decision by the Board, based on what feedback when. Some information on services and basically what the services comprise, what it is, what they are and some data there and of course we also do occasionally, we try to keep that to a minimum so slight re-ordering in alignment of activity so that the compilation makes more sense. Again, like I said, it's all -- the changes are all from feedback that we receive from you. You have seen this slide before, focus points, strong registry, announcing RIR accountability. Safeguarding joint RIR stability, effective outreach to all parts of the services, all parts of the community, and providing enhanced statistics and analysis of the data that we have. A couple of words about the figures that you are seeing in the activity plan. The FTEs is the total staff time on the activity, it's not one budget, it's not people. It's the FTEs and sort of parts of FTEs that go into that activity. The Opex is FTEs and the direct expenses allocated to any one activity and Cap-ex is the capital expenses that we take as an asset and depreciate later on. I think we have 14 of these slides so I'll rush through them with moderate speed. Registry maintenance, one of the important things, it's ongoing, it's not growing, it's not being reduced as such. So focus on data accuracy to further the quality of the registry, that's the registry checks, in there is hijack sort of prevention as much as possible, dealing with increasing number of transfers goes in there as well. And generally the way we are doing it trying to find the balance between being a pain in the behind and being nice to you and making your life easier. The general idea is to increase the day to day value of the operations for our members. So registry maintenance, ongoing 33.5 FTEs. Other registry services. Database, ongoing, uptime is important, it should be a hundred percent up and of course from time to time you tell us change things to implement improvements and features, and then we do that. What is decreasing a little bit in effort is resource certification is basically the maintenance there. What is expanding is the LIR portal. Additional development to improve our services to make things more smooth and more easy for you to use. Training services: Ongoing in general. The online training is expanding. RIPE NCC Academy, I mentioned that earlier, webinars seem to be popular so we are going to do more of those. Face-to-face trainings will continue, on the same level, and the trainer programmes also continuing for IPv6 trainings. RIPE stats, again, we want to understand, or we try to implement our understanding of what you need in terms of visualisation and data provision, basically access to the data that we have. And to have interfaces that are not only fun to use but also apply to your needs and to make it easy and easy to understand what we are giving there. Specific report is what we want to try next year because they think it could be useful in our environment. Atlas and RIS is decreasing at 12% for the budget for this year, more efficient platform. The Atlas infrastructure is increasing, expanded, and we want to improve the value of the Atlas data, visualisations again for you as well, and some additional features are welcome, but overall, the cost goes down. Good. Other services: Membership lifecycle management. There is many more members that are coming in, lots of transfers and things happening, so that's something that goes in there. It's just more interaction with you folk. And some ongoing activities there, the near realtime copies, proxy services and lis.EID registry that we are running for the IETF as well. Smaller items but ongoing. The DNS and K-root I mentioned earlier is expanding. First of all, some of the stuff was old and needed replacement. Then we have gone and looked at where our global K-root nodes sit and whether we have all the agreements in place if you would love to have in place, we have them now, but that brings some additional cost there. And of course we do more nodes as we see them requested. Data analysis and scientific activity. It's ongoing, no big change there. Strategic focus point I mentioned that, we want to crank up the number of scientific publications there. We want to improve cooperation with publishing outfits and to develop prototype data analysis tools. Again, based on what we hear from you, what we understand from you is useful. Next year external relations is expanding. It's based a bit on the experiences we have done -- we have received this year. On the IANA, transition of course, that's quite a bit. This is external relations, you imagine that those people are quite busy here. Again, other sectors of the industry that we haven't really tapped into and that find what we are doing interesting and useful. So, we want to widen those links. And, again, I mentioned that earlier, RACI seems to be very popular and quite successful, so we want to expand that activity a little bit. Internet projects and of course that's something that the Board keeps developing and discussing. Member outreach: It's important that we do this, so we will keep doing this. Regional global industry events, technical community events, regional outreach within our service region in various areas, many areas actually and, of course, the survey for next year. This is basically contributions to all sorts of organisations and also the coordination among the RIRs in the form of the NRO. Again, quite a bit of activities there that was not external relations but it's going to the ICANN meetings, more people than usual maybe to take part in all those Working Groups and making sure that all goes its proper way and according to our wishes. IETF support, like I mentioned, contributions to all those things. We had a bit of a negative effect here in terms of exchange rate between the euro and the dollar, most of these contributions go in dollars, so that's where we are. Other coordination services. RIPE Meetings will be a bit more expensive next year, we imagine the cities we go to are a little bit more expensive than the cities we went to this year. Ongoing activities: IPv6 support, RIPE Labs, policy community support, stuff like that, that won't change much. Internal activities: Stuff to keep the organisation running and the services up. IT, with lots of things that go in there. HR management, stuff that needs to be done as well. And Information Security is expanding a little bit. But overall this remains fairly stable as a set of activities. The one that is really really new, and will hopefully only see next year is the new activity as in we get new offices and are all excited about them and have to make plans and fit them out and, you know, move there in the end. The idea, like I mentioned earlier, is to have new offices that are more efficient than what we currently have. It's very cute where we now are, but sometimes it's a little bit awkward restructuring groups in there, walls that need to go out and you can't take them out because it's all a monument and it's all complicated and the plumbing is really old too, so we want to move. Not because of the smell, yet. And of course the idea is that we have lower maintenance fees and lower rent over the next ten years or so. So the summary here is, overall, the amount of cost that we see here is the ongoing, it's more or less the same. We see quite a significant growth in membership. We see an increase in general expense of 5%, then we have the additional one-time relocation cost. We will see, or we aim to see a growth of 5 FTEs there in various departments, distributed to various departments. And you already agreed a decrease in fee, which is lovely, of 13% and like we heard, there will be a surplus of -- we don't know exactly how much it will be -- 2 and a half million is our current estimate but the good news here is, of course, that you can control, that you tell us what to do with it, whether you want that money back or whether we put it into the reserves. And that's the overall activity plan draft and associated costs. Do you have any questions? NIGEL TITLEY: Any questions for Axel? ERIK BAIS: Thanks for the info. I have a question on the new office plans. Was the choice made for rental or purchase? AXEL PAWLIK: Rental. ERIK BAIS: And can you provide insight why? Because, you know, in the event of buying, you might actually have a better return on the investment in the longer term, provided that we are having this discussion in another ten years as well, and probably looking at rental costs in Amsterdam, it might actually be more efficient to actually buy the bloody place. AXEL PAWLIK: We have discussed it a couple of times also in previous years. And the continuing guidance from the Board is don't go into property management. Keep it simple. Eventual potential cost changes, take a back seat here, keep it simple. Don't own property. REMCO VAN MOOK: If I can add a couple of things to that, first of all, it's the locations that the RIPE NCC has been looking at, it's a lot easier to find spaces for rent than for sale, especially at an attractive price. Secondly, the Treasury Institute of the RIPE NCC gives us very strong indications of what we should be investing in and not. And if we were to take a substantial amount of our reserves, whether that's with a mortgage or not, and invest that into bricks, that actually very badly affects the liquidity of our funds and doesn't work. So the reserves that we have were not meant for real estate purchase, they are to last us if something really bad happens and if I have to then go sell a building at a sale, that's not going to be very good. Those -- that was some of the thinking. ERIK BAIS: All right. Thanks. NIGEL TITLEY: Okay. Any other questions? In that case, thank you very much Axel. (Applause) Next up is a presentation from Jocham on the redistribution of the RIPE NCC surplus. This is the first time -- not that we have -- it's the second time -- well, maybe, it's the first time that the tax authorities have required us to bring it to a vote. JOCHEM DE RUIG: Let me get started. The redistribution or rebate. Since the beginning of this year, since the 1st January, we have a tax ruling. That ruling states that if we have a surplus, we have two options: Either we return this excess paid contributions to you, the members, or we add it to the surplus, but when we do that, we have to pay corporate income tax. So, you have the option today to decide which one you prefer. It's a difficult choice. As I presented before, this is our latest estimate as of last week, Friday. So we do expect a commercial surplus of around 4.4 million. The fiscal surplus will be a bit higher, because of the counting rules. So approximately about 4.5 million, we do expect in fiscal surplus. The current level of the reserve is the blue bar. As you can see, we are a bit over 25 million. The red bar would be the addition to the surplus in case you decide to add it to the reserve, so that is the expected fiscal surplus minus the corporate income tax which is about 25%. The capital expense ratio, what we always look at in relation to the total reserve in relation to our expenses, the blue line, well you don't see -- the blue/red line for the last years is in between 100-120 mark, that means we have a reserve of over one year's total expenses. For this year, we expect it to be 115%. If we add the surplue, it would mean we have a reserve of 130%, 1.3 times our total expenses. The procedure, if the GM approves a redistribution of the surplus to the members, all active members per 31st December will receive a redistribution. The formula is the total surplus multiplied by your contribution, your individual contribution divided by the total contribution. And then for 2016, this will appear as a discount on your invoice. So in 2016 you will receive an invoice with the 2016 service fee minus a redistribution for 2015. The resolution you have to decide on today is: "The General Meeting approves the redistribution of the excess contribution paid in 2015 by redistributing the RIPE NCC 2015 surplus to the membership in 2016." It's a lot of words, but this meets the fiscal regulations, so... If you vote yes, that means we will rebate and we will discount it on your invoice. If you vote no, we'll add it, minus the corporate income tax, as mentioned, to the reserve. Any questions? Comments? NIGEL TITLEY: If I questions for Jochem. AUDIENCE SPEAKER: There is a question by Alexa, I'm not sure his last name, it didn't come through yet. "Are you going to cancel full-year payments in case LIRs closing earlier in the year?" JOCHEM de RUIG: We only look at the active members by the end of the year. So on the 31st, if you are a member you will receive a rebate. If you are not a member on the 31st December, you will not receive a rebate. I hope that answers the question. NIGEL TITLEY: Any other questions? AUDIENCE SPEAKER: Just a quick question, if we have an accurate predicted budget of next year from today on we have to do this thing every year? NIGEL TITLEY: That's correct. AUDIENCE SPEAKER: Are we just have preliminary resolution -- NIGEL TITLEY: No, the tax ruling says we have to vote on this every year. AUDIENCE SPEAKER: Thank you. NIGEL TITLEY: Any other questions? AUDIENCE SPEAKER: Freddie from N 87. What should I say? I keep saying the same every year. So, the formula was clear, but it was a bit too quick for me to calculate, so how much will the rebate be approximately per LIR? NIGEL TITLEY: About 400-ish. SPEAKER: About 3, 400. AUDIENCE SPEAKER: 3 to €400. And can we see the slide again, please, with the money we're sitting on for the last five years, please? That one, yeah. So I was wondering why already 2011 we sit on too much money. I keep saying this every year, and actually I'm glad that the tax ruler said we have to do something because the Board doesn't seem to have too many ideas about the money we're sitting on. Besides, the Swiss national bank, if you put that money on Swiss National Bank as deposit, you pay -- you get minus interest now. So... yeah... I stop now. REMCO VAN MOOK: So two remarks, the Board has a great -- number 1, the board has a great many ideas how to spend 25 million, but we're also quite confident that you are going to disagree with most of our ideas. Secondly, you just explained why we don't have money put in the bank of Switzerland because that's a negative return, we're a bit more prudent than that. That's it. AUDIENCE SPEAKER: Karsten, I just wonder, maybe you could elaborate a little further on this. Why this is a rebate for next year instead of a deduction of membership fees for this year? So what's the accounting principle for that? JOCHEM de RUIG: Well, this is a bit pragmatic solution, because we only can decide after this year is finished and the books are closed on the good approximation of the amount we can rebate. So that's why we will do it on next year's invoice and not in this year. AUDIENCE SPEAKER: Okay. JOCHEM de RUIG: The rebate is for 2015. So we're giving back the excess money that was paid by members to us. AUDIENCE SPEAKER: Okay. So it would go into the books of 2015 then, the rebate? JOCHEM de RUIG: Yes. And actually, this lowers the total surplus to zero in a way for the tax authorities. REMCO VAN MOOK: And to complete that, we only know what amount to enter in the rebate until the entire year and all the books have been done so we know exactly what number to enter to make the result return to zero. AUDIENCE SPEAKER: I thought like which is it a rebate like for the fiscal year 2016, so that was the information I got from the slides REMCO VAN MOOK: There is of course the question why not a separate rebate? And why were we simply adding it to the invoice for 2016 as a discount? That's for simplicity. The RIPE NCC has done a rebate once, I think 2009, if memory -- something like that. And the RIPE NCC spent an enormous amount of time explaining this weird rebate note to a lot of people because they didn't understand that it wasn't an invoice, it was actually a credit note, and having to explain that across 76 countries gets a bit unwieldy. AUDIENCE SPEAKER: Hans Petter, now with my hat on as representative of three LIRs from Norway, Sweden and Czech, I would like to voice opposition to Freddie's point here that we have too much money in the bank. I think that we have perhaps sufficient, hopefully sufficient money in the bank in order to keep the Regional Internet Registry stable in case we have worse times than we have now. As long as we are growing, it's brilliant. We see there is a surplus and with the current mechanism that comes back to us, so we're fine. In cases like around 2000, when the Internet bubble burst, the situation will be very different and it's going to be very good for us to have money in the bank if, hopefully not when, but if that ever happens. Thank you. NIGEL TITLEY: Thank you. AUDIENCE SPEAKER: Timmy -- just as I understand that offset is basically written on the books of this year as a contribution, therefore, deducting from our fiscal tax liability bringing it to zero, but any additional contributions collected in next year will subsequently be potentially create another surplus but we can always vote it on the same. So basically somebody will say why don't we lower the fees we say hey we don't need to do it because if you have the fees higher and we have amazing growth next year we can vote on another distribution, and every member, as long as they stay a member will get this money back. Let's say somebody would just quit before the invoice is issued next year, they would still be receiving that deduction or no? Because otherwise you have to put back in our books as an income, as a non-distributed surplus. JOCHEM de RUIG: We will have that situation, because there will be members closing and we can't collect the invoice, so we will have a running account in a way. AUDIENCE SPEAKER: So the only potential from that, would be unreachable for the return of the money to them, then the money will have to go back to the RIPE NCC and be subsequently taxed. That's probably a smaller amount. Thank you. AUDIENCE SPEAKER: Miriam, another question on Jabber. Sacha -- from Internet Exchange: This ruling does not affect the existing reserve? JOCHEM De RUIG: It does affect the existing reserve, because actually the tax ruling said that they are not going to touch the existing reserve. So, the existing reserve remains tax free and the interest income we receive on the reserve is tax free as well. So, it will accumulate over the years. It's below 1... AUDIENCE SPEAKER: Alexa came back with a clarifying question to his earlier question. "I am an LIR and I'm in the M & A procedure. The billing department issues the invoices for services were not provided before and there are many problems for the Government tax services." NIGEL TITLEY: I think he is referring to his own Government, not ours. That may well be the case. JOCHEM de RUIG: Do contact us if there's an issue, we'll try to help you as best as possible. AUDIENCE SPEAKER: Pete Shocksy, I have a question about this level of reserve, I just want to clarify something. If we, for example, next year fail to -- everybody -- fail to pay to the NCC and we have to touch the reserves, of course this lowers the reserves. This means for the taxes is that we can without any tax make this reserve at the same level or -- NIGEL TITLEY: No, I don't think so. No, once we use it, we lose it. Any other questions? Okay, thank you very much indeed. On to item 6, which is amendments to the RIPE NCC Conflict Arbitration procedure. Who is presenting on this? Athina, of course. ATHINA FRAGKOULI: Hello everyone, I am from RIPE NCC. And I will give you an update on the proposed changes to the arbitration procedure. Before I go to the actual changes, I would like to give you a bit of a background where these changes are coming from. So the more arbitration cases we have, the more experience we get. And we receive feedback from the parties involved, from the arbiters as well, and on what works, whether the procedure doesn't work, what can we indeed improve and things like that. And the proposed changes are based exactly on this feedback we get. And of course every time we revisit the document, we find typos, we find editorial things we can change and things we don't like and things we want to clarify and so on. So, if we group the proposed changes in three categories, we have changes that have to do with the clerical support, with time frame, and miscellaneous changes. About clerical support: Currently, if the RIPE NCC is a party in a conflict, then the clerical support must be outsourced. Now, the cost for this outsourcing exercise goes with the losing party. So, we propose to amend this, and make this optional. So, if RIPE NCC is a party, then it's up to the other party to decide whether they want the clerical support with a third body, an independent body, or with the RIPE NCC. Also, the arbiter may decide if it sees a serious conflict there. About the time frames. Currently, the parties have one week to submit the requested information -- the relevant information to the arbiter. We got the feedback that this timeline may be a bit tight sometimes. So, we propose to extend this to two weeks. Also, the arbiter has 12 weeks to come up with a ruling from the beginning of the arbitration, and the arbiters came back to us and said, well, sometimes this can be challenging, and so, we propose to leave it up to the arbiter to decide whether to extend -- to reasonably of course, extend this period to further than 12 calendar weeks. And as I said before, miscellaneous, has to do with clarifications on the text, alignment of wording with other documents, with new documents, typos and things like that. This is a formal resolution, the General Meeting approves the RIPE NCC Conflict Arbitration procedure. And if you have any questions, please... NIGEL TITLEY: Questions to Athina? No, obviously very exciting. Okay. Thank you very much indeed. (Applause) Right. Now, report from the Executive Board which appears to be me. So, this is the report from the RIPE NCC Executive Board, which I give to you every six months or so. So, off we go... There are 7 Executive Board members up from the original five, which is rather fun. Myself, Nigel Titley. We have Remco who is the Treasurer. We are Christian, who is the secretary, we have Dmitry sitting on my side here who is our ICANN liaison, for his sins, which must have been substantial. There is Maria Hall, who is academic liaison, that's a new position created. There is Salam, who is our Government liaison officer. And there is Janos, who is Janos. He is sort of our ancestral memory. The Academic and Government liaison titles are actually new titles the one of the reasons for extending the board from five to seven was so that we could actually spread things a bit. MARIA HALL: Just a little correction here, actually. I met some of my academian enron colleagues actually on Monday and after that discussion, we realised that actually academia, they are very close of course, but so I think it would be academia and ENRON liaison to make it correct. Is that okay. NIGEL TITLEY: That's okay. Call yourself what you like. Okay. Executive Board meetings. We tend to have roundabout four of these a year. We have had two since the last General Meeting, one on the 16th June and one on the 2nd October, and the minutes of all board meetings are published within two weeks of every meeting. We try and stick to this timetable quite closely. So the 16th June minutes are full and approved. The minutes of 2nd October are draft. Because we haven't held another board meeting to approve them. So, but they are very seldom changed. And we also boil out the decisions that we have made into a summary and so if you don't want to read through the entire tedious minutes, you can actually just read through the summary of the decisions, if that is what you like. We also welcome comments on the minutes. To date I don't think we have ever had any, and preferably via the members discuss list so that everybody can see what you're interested in. In the June meeting, we did a number of things. We approved the RIPE NCC drafting of the document on the RIR stability fund, which we talked about at the last General Meeting. We discussed the ISOC proposal on IETF endowment fund, which you have had a presentation on in the NCC Services Working Group. We asked the RIPE NCC to draft the amended arbitration procedure, which you are going to be voting on today. And we requested that the RIPE NCC does a bit of analysis on the membership base, so that we actually had some idea of who you are, which is to prepare for the future, which was very nicely done. In the October meeting, we discussed engagement with membership, which is mainly going out and meeting the members and finding out who they are, who they want, what they want. We looked at the financial stress test that the RIPE NCC staff had produced for us, at your request, at the last General Meeting, and decided that in the worst case scenario, we would probably survive. We approved three documents, a due diligence document, an updated arbitration procedure, and also some inter-RIR transfer templates, all of which are needed as part of the day-to-day operations of the RIPE NCC. And we agreed to hold a strategy meeting with Senior Management in 2016. The location to be decided. Other things we have done: We actually had a corporate governance review. Some members have suggested that we got an external consultant in to look at the governance of the RIPE NCC, this seems to be the fashion these days, so we got somebody in and they produced a quite extensive report but with no major concerns. They basically said we were in pretty healthy shape. To give you some idea of how healthy they thought it was, they could only really produce two points: One was that maybe we should think about term limits for Board members, and secondly, we shouldn't call ourselves an Executive Board when we don't have executive functions. Term limits: Term limits are interesting. I have sat on Boards with both term limits and non-term limits. And they both have their advantages and disadvantages. The advantage of term limits is that you get a regular turnover of new Board members with new ideas. And the bad side is that you lose all your experience. On the whole we have decided, for the moment, at any rate, not to have term limits, but of course, if you feel strongly that we should have term limits, then please speak to us, as usual. Surplus: Jochem has already spoken about this. It's rather nice, we think anyway, as a Board that the members now have control over the surplus. It's a good mechanism for fixing budgetary predictions which have gone wrong, caused by maybe too many members joining, which is what's happened in this case. The annual resolution means that if you approve, then there will be no addition to the fiscal surplus which keeps Freddie happy and the Board does feel that reserves are perfectly adequate to support a redistribution of this surplus. You can interpret that as meaning that the Board recommends you to vote for this, because to be perfectly honest -- perfectly honestly we don't need more money and you might as well have it back. And the members will vote on this resolution at the GM. Which is now of course. Ongoing work: Because we never stop working. We are finalising the draft activity plan and budget which Axel has spoken about. We have watched the continuing IANA stewardship transition process and observed with some relief that it appears to be nearly over. We try and ensure continuity of services to all RIPE NCC members. As you're aware, the region does cover certain areas of conflict, and the RIPE NCC does not get involved in this as far as possible. Our view is that the Internet is a global resource and that local political conflicts shouldn't really be allowed to get in the way of allocation of the resources that the Internet needs. So, we try, as far as possible, to allocate resources where they're needed regardless of what's happening in that particular bit of the world. We engage with membership and community. We go to enormous numbers of meetings, regional meetings, SSE meetings, ENOG meetings and so forth. We liaise and cooperate with other RIR Boards. We sometimes sit in on other RIR Board meetings just to see how the others do things. And likewise, we have visitors from other RIR Boards sitting in on our board meetings. And we do represent the RIPE NCC externally with governments and so forth. IETF endowment fund: You have had presentations from the IETF today on why they would like to have more money. The IETF is a core part of the global technical community. They are basically the reason why we're here. They do need money to operate and they are looking for some sort of long term sustainable funding for development, and all I can do is refer you to Jara's presentation earlier on in the Services Working Group. The Board does think that the IETF is doing a reasonable job. And we also think that we have probably got enough money down the back of the sofa to donate a bit towards them. We suggest a million, but we will not do anything without some sort of feedback from the membership as to whether or not you want us to do this. So, please, talk to us, please let us know whether you think the IETF needs this money, wants this money, deserves this money, we are ready to listen to you. We do need some sort of steerage from you. And of course we, as I say, we will not commit to this without any sort of membership support. Okay. You need to help us. We need to know from you whether you think we're doing what we should be doing, and there's various methods of getting through to us. At the GM you can stand up and talk to us from the microphones, you can send us e-mail on the "members discuss" mailing list, which goes to all members, and could I please ask you not to subscribe your ticket robots to this list. Last time I sent a message to this list I got 40 tickets back. Somebody out there doesn't understand what this list is about. Informally at meetings and events like this one, you can always bump into us at coffee sessions, bump into us at dinner, or whatever, we are always there ready to listen. You can talk to us through the RIPE NCC, so you can always talk to Axel or Athina or Jochem, and pass on remarks that you would like to make directly to us, but were afraid to or something, I don't know, I don't think we're that frightening, but there you go. Or you can actually e-mail us directly at [email protected] which incidentally is starting to pick up spam. Do e-mail us at exec-board but try not to make your messages look like spam or they may get deleted. Any questions? Eric? ERIK BAIS: On the topic of the IETF funds, is that going to be a vote or is it going to be decided by the Board after informal discussions with members? NIGEL TITLEY: What would you like us to do? ERIK BAIS: I think the money is sufficient enough to actually do a vote on it. NIGEL TITLEY: I would be inclined to agree with you. Okay, good. ERIK BAIS: With that, there was actually a discussion earlier today in, I believe the AP Working Group, on ASN 32 bits, perhaps an ear mark to the IETF say spend this money well, fix the bloody 32 bits... NIGEL TITLEY: Oddly enough the same thought was going through my mind at the time. Yes. Point well taken. Anything else? ERIK BAIS: Yes. It has come to my attention that currently there are entities in the members region that are signing up multiple LIRs within the same corporate entity, and I would like to propose to the Board to add a resolution for next GM, to ask the membership if this is actually acceptable. The reason why I say this is because the only use that I see currently for this is that it's being used to avoid the limitation in the final /8 policy and actually getting cheap /22s, and by that abuse, I think we should have a look at this, and basically, come up with a solution and stop the setting up of secondary LIRs if an entity already has an active LIR. So it does not involve M&As, so you can still get a second LIR by an M&A but signing up a new LIR, I think that should come up for a vote. NIGEL TITLEY: Is there anybody else that wants to address this particular point, because I think this deserves a little bit of discussion? Are either of you two gentlemen -- sorry, could I ask for -- this one to be beaten out first. AUDIENCE SPEAKER: We have this issue and I was proposing the exact same idea, besides, personally, I think that there is another issue that is being a little abused, it's merger and acquisition procedure which is happens -- why does a mergers and acquisition procedure occur is completely uncontrollable. My question is now that we have transfer policies for pretty much everything, is it something possible to say that the merger and acquisition only concerns the renaming of an LIR? So a company, during a legitimate merger and acquisition acquires another LIR, integrates it to have a second LIR on its -- on the same company, which is, as Eric said, it should be the only way of having more than one LIR on the same company. If you want to transfer to consolidate just the transfers, we have transfers for everything, I heard somebody saying at some point that actually at the beginning the mergers and acquisitions was created to solve the problem of not having transfer policies. NIGEL TITLEY: Right. Okay. I think I understand your question. I think what will have to happen is that we'll have to get the RIPE NCC legal team to have a look at this and come up with some sort of proposal. I have now heard two requests that we actually limit this multiple LIR per entity problem. Is there anybody against this? AUDIENCE SPEAKER: Hi, I personally disagree with what Eric said, I'm sorry, but the reason for that is I believe that -- I mean that it's just like the transfer policies, there is a reason for having the transfer policy to begin with is to keep the registry up to date, to keep the database accurate. I mean, a prevention behaviour, any sort of limitation to an organisation only this address a /22 would just -- to touch the bottom line basically, people -- I mean, if I have a company with 70 people, all I need to do is ask all -- for sample LIR accounts and I have nothing to prevent it to do that. It's just touch the bottom line which the registry will become less accurate than today and that's really something that I don't want it. So, I would rather that -- at the end of the day, are they still paying, I don't know, €2,000 to set up and €1,500 to keep it, and if this organisation are not like the last time we encountered they actually abusing the policy and sell this address, they can't sell it for two years anyway, so they are actually using them, and from my personal point of view, would I say that as long as they are using it, I'm fine with that really. NIGEL TITLEY: Okay, we have two in favour, one against at the moment. And I hear the arguments on both sides. Miriam? AUDIENCE SPEAKER: I think it makes sense to slip this in here because it's a comment from Sacha lot from the Internet Exchange saying there are many large companies that have perfectly legitimate reasons for running multiple LIRs. NIGEL TITLEY: I don't think we're suggesting that such companies should be stripped of their LIRs. I think what we're suggesting is that the new entities should not create new LIRs. That's the only suggestion that's being made, as far as I can tell. ERIK BAIS: That's not the correct rephrasing of it. It's existing LIR -- existing entities that have an LIR, cannot create a secondary LIR. NIGEL TITLEY: Correct, yes. ERIK BAIS: It's for the setup of additional LIRs, not existing LIRs. NIGEL TITLEY: Yes, sorry, my apologies, I was using LIR and -- ERIK BAIS: And there is already, I believe, a resolution was passed in the past that the secondary LIR doesn't have any voting rights. NIGEL TITLEY: Correct. ERIK BAIS: So that was already corrected. And this is basically, you know, one step further. There is no reasonable reason to actually get a secondary LIR within the same entity besides for getting additional /22s. REMCO: So, going back to the previous resolution, a change in the articles that we made about four years ago I think, that was to stay in line with Dutch law about associations where you can only have a single vote per legal entity regardless how you phrase the membership. So that was sort of a separate issue, so it's not actually the same thing. So, it's unrelated, we found something four years ago where the articles actually were in conflict with Dutch law and we fixed it. NIGEL TITLEY: Miriam, is this from somebody else? AUDIENCE SPEAKER: It's from somebody else on the same topic and Alexa says he thinks the community should cancel the 2015-01 proposal because of the M&A procedure. NIGEL TITLEY: We'll think about that. Any other -- AUDIENCE SPEAKER: Can I do a quick comment? I believe it's getting more complicated into definition of secondary, just like I said large organisations that have multiple, even small ones like, for example, my company, might have five offices worldwide, how you call a secondary really, the definition would be going to a very difficult to define to begin with, so thank you. NIGEL TITLEY: Anyone else? I'd like to get this one finished before -- AUDIENCE SPEAKER: So in my point of view, yes, you can have -- it depends on what you call an organisation. You can have a group which has several subsidiaries, is several legal entities that will be, in my opinion, pretty hard to limit different subsidiaries which have different, a different legal entity to -- you can't -- it will be very difficult to prevent them from having LIRs set up on different entities, but we have the case when the same entity has several LIRs, the point where the issue is one single vote does apply. NIGEL TITLEY: Okay, I understand that. AUDIENCE SPEAKER: By the way, how was it solved with the voting stuff for an organisation that has different, let's say, sub-organisation different legal entities, is that each legal entity has a different vote, is that correct? NIGEL TITLEY: No. REMCO: I mean, the solution to that is in the articles, and the articles state that any legal entity only gets a single vote, regardless of how many LIRs they have. And of course there is a difference between a company that has maybe -- I mean, large companies have like four, five, six hundred, even 1,000 legal entities, so that's not what we're talking about. We're talking about a single registered company having multiple LIRs. AUDIENCE SPEAKER: So to answer his question, if you have several offices if the offices have different legal entities, it doesn't change much. But if you do it on one single entity... NIGEL TITLEY: Yeah, which apparently has been happening recently with increasingly frequency. Okay, is that it on this particular subject? Okay, so as far as I can see, we have got three to one against roughly, or three to one in favour of actually some sort of limitation. Could I have a show of hands, who would be in favour of limiting the number of new LIRs per entity to one? Sorry, zero, you are correct, zero, yes, we are counting from zero, yes. And anyone against that apart from Loo? As far as I can see, the membership as represented by the room, is strongly in favour of some sort of limit. Now we can't make this a hard limit without actually altering the mem and arts but I'm certainly willing to hold a quick board meeting after this meeting and do a temporary suspension of new LIRs until the next General Meeting when we can actually vote on this. Does that sound like a reasonable -- (Applause) Good, that's fine. Kurtis. AUDIENCE SPEAKER: Kurtis, first of all I'd like to say I support Erik said the other day giving more money to the IETF. But that wasn't what I was here for. I actually had a question. I have been to these meetings for many years and I get increasingly puzzled, because for good support I decided to follow up on the consultants report. So, when you all had these liaison titles from the Board and I have been trying to quickly go through the minutes, besides the fact I can't get to them, I have no recollection of ever being told what this liaison does, why you pick these organisations or topics, why we have them. Are they executives? Is that why you are the Executive Board? Are they non-executive? What the hell is it and why? NIGEL TITLEY: What it is, is that we have got more members. Rather than having all of us trying to do academic liaison for example, we have actually chosen one person to concentrate on that in the same way that we have one person doing ICANN liaison so we don't all have to go to ICANN meetings. KURTIS LINDQVIST: The ICANN liaison I might have been aware of the work when it was created and what it was for. My point is I think the Board should argue why you have picked that particular topic to have a liaison for. Do you have an IETF liaison? Why not? You are about to give them a shit load of money. NIGEL TITLEY: Only if you tell us to. KURTIS LINDQVIST: My point is this seems to have been created from thin air and never been told to the membership what it's for, why you picked them, why these groups are important. At the end of the day it struck me that you guys actually have one single function, that's to run a registry, and you start doing mission drift -- NIGEL TITLEY: Actually, our responsibility is to make sure that there is an organisation that's in suitable financial state to run a registry. Okay. Which is slightly different. KURTIS LINDQVIST: I agree, but still I think it would be nice to explain why you drift off the other topics and what the intention are. I can give a long list of other things I think you should have a liaison for. NIGEL TITLEY: Indeed and by all means tell us. Peter. PETER KOCH: The IETF topic brought me here, especially at the risk of going into the implementation detail that you pointed out, does the Board see a potential need for a quick reaction? The reason I'm asking is that you suggested that tax privileged money be taken out of the reserve to be given to the IETF instead of making a potentially tax deductible contribution? NIGEL TITLEY: We have already addressed this. And our CFO says that to do so would be breaking Dutch tax law. I know what you are saying, you are saying why don't we give them some money out of the surplus this year so that we don't pay tax -- PETER KOCH: Not this year, maybe next year, maybe take it out of the budget or something else. But -- REMCO: The problem with that is that stuffing a large amount into an endowment fund is not an operational expense, and as such is not part of the fiscal surplus. There are ways that we could potentially use to go around this, and that's under study. We will of course try not to fatten the Dutch National bank account by too much more than strictly necessary. PETER KOCH: The reason is not that you see a need for a quick reaction. REMCO VAN MOOK: No, no. Very intentionally -- I mean, that's -- we have discussed this, of course, prior to suggesting that we return the surplus for this year to the members. But, there's no feasible way to do that fiscally, so, there's no rush on it from that front. NIGEL TITLEY: Okay, ladies first, Nurani. NURANI: I just wanted to comment on the IETF endowment fund. And since I spoke in favour of the general principle in the RIPE NCC Services Working Group, I think it's a principle that I think makes sense to me and I think it's something that's in line with the RIPE NCC's interests, but obviously before the membership can give any sort of direction to the Board, I think we need to know more about it, I think I would not be in favour of if it allows for ISOC to do double dipping. NIGEL TITLEY: Absolutely. We have already chased this with them incidentally. AUDIENCE SPEAKER: And obviously if it's something we were to decide to contribute to, we would want to know what's going to happen with this, how do you plan on spending this money, and if we are talking about an increase, what other lovely things are you planning on doing with the money? NIGEL TITLEY: 32-bit BGP communities. AUDIENCE SPEAKER: Name is Chris Holbert, I am with ADREX. I have a question just going through the handout that was included in the packet, and just looking at the caption of expenses, I just noticed that on page 6, page 54 and page 52, expenses is three different numbers. On page 6 it's 22.3 million. On page 54 it's 21.6 million and on page 52, it is 22 million. I just want to know what's the difference between those expenses? Like if they are all for 2015, why are there three different numbers? NIGEL TITLEY: Right, I am looking very hard at Jochem at this point. REMCO VAN MOOK: So for one thing, 2015 is a running year, so there is no final number yet. AUDIENCE SPEAKER: But you would think they are represented in three different places they would be the name number. You would think so. REMCO VAN MOOK: You would think so. That's why I am also giving a cool hard stare at our CFO. NIGEL TITLEY: Can we let Jochem look at this and come back to you? Hans Petter. HANS PETTER HOLEN: I'm speaking for myself now. Since I personally think it's a good idea to make sure that IETF is stable, I would just encourage all of you to think about this yourself and there is nothing to prevent each and every LIR to act on their own behalf, for instance when they get money back from the RIPE NCC, to actually go to the appropriate website set up for this IETF endowment fund and make a donation, you can do this right now with your credit card. NIGEL TITLEY: And if all of you did this, it would be 4.4 million euros and we wouldn't have to take anything out of the reserves. HANS PETTER HOLEN: And I just did... JOCHAM: It's two different figures, on page 6 that is operational expenses, so that excludes financial expenses like depreciation. So -- and that is for the budget 2016. So that's not 2015 figures, that is the forecasted budget for next year, that explains the difference as well with what you see on page 52. NIGEL TITLEY: Okay. So one is a budgeted figure for next year and one is an actual figure for last year, so it's not surprising they are slightly different. Sacha? AUDIENCE SPEAKER: It's part of meeting started with a little office discussion, Amsterdam office discussion. I am not Dutch citizen, I'm not interested in RIPE NCC office in Amsterdam, but it is said that RIPE NCC is going to open an office in another region, maybe in Russia, maybe in Moscow. I want to know is there any documents defining how this office should be selected, which it should be in something like this? NIGEL TITLEY: I'm sure that we will have, but I don't think we have at the moment. And the Board will be consulted on this before it happens. AUDIENCE SPEAKER: I heard that it will be, but just a little more transparent. Thank you. NIGEL TITLEY: Any other questions? Daniel? DANIEL KARRENBERG: I'm not representing an LIR, so since -- NIGEL TITLEY: Strictly speaking you are not allowed to speak then. DANIEL KARRENBERG: I'm asking for permission to speak, as an avid reader of the Board minutes. NIGEL TITLEY: Oh dear. Right, go for it... DANIEL KARRENBERG: I have said this before but I'd like it to be in the minutes actually here. I read them all the time, and I regularly get frustrated by references to documents that I can't find. So my request is to make the documents that are referenced in the minutes also easily available at the -- from the point where the minutes are on the website. And if you decide that some of these documents are confidential, just to note that they are rather than to omit them. NIGEL TITLEY: I don't see why we shouldn't do that. DANIEL KARRENBERG: And maybe do this even retroactively, at least for a year or two, because it's really frustrating to see minutes where actually the meat is in a reference document. NIGEL TITLEY: I can understand that. I hadn't thought of that at all. That's a very good point. Right. Any other questions? Okay, thank you very much indeed. That finishes my bit. I shall sit down and we are now into Section 8, which is voting on the resolutions, and Fergal will give us a nuts and bolts talk on how to do it. Fergal: Hello everyone, I'm Fergal Cunningham from the RIPE NCC, I am the Membership Communications Officer, so I deal with the voting at the GM. This was the figure from a quarter past five today on how many registrations we had for the vote. That's actually gone up to 694, which is a record for the autumn GM and we had a quite good spread across the region. There are two ways to vote. With paper ballot, which is only for people in this room; and electronically, which is for people in this room and all across the service region. All members probably received several notifications of their voting rights. And the voting will start as soon as the Chairman declares it open. It's very important to note that paper ballots must be handed in before you leave this room. In the past we have had occasions where people have left with their votes and we haven't been able to add them, so please make sure you submit it to one of the collectors before you go. Electronic votes on the other hand, you can cast them until nine o'clock local time on Friday morning. That's UTC plus 2. For a resolution to pass, it needs more than 50% of the yes votes. There is an abstention option, that doesn't affect the count, yes or no, but we will make note of them. In the paper ballots, this is another very important notice, which people have fallen afoul of in the past. Make a mark inside only one box on the ballot paper. The electronic voters have no choice, it will only let you make one mark. We use BigPulse, as we have done for the last four our five years. After the deadline passes for electronic voting, we take the paper votes and we add them to the system so we get a total. We have independent observers from other RIRs, and they are going to oversee that the paper ballots are input correctly and until then the paper ballots are stored in the hotel safe and the key is with one of the independent observers. So, at 10:45 on Friday, we all come back to this room, if you are interested, and the Chairman will announce the results of the two resolution votes. And the announcement, if you are following on the webcast right now, the announcement will be broadcast in the exact same place. And that's it. Unless you have any questions. NIGEL TITLEY: Any questions for Fergal? No. Okay. Thank you very much. Right now we get onto the vote to the resolutions. Resolution 1 is that: The General Meeting approves the redistribution of the excess contribution paid in 2015 by redistributing the RIPE NCC 2015 surplus to the membership in 2016. To clarify this means if you vote yes you get the money back, if you vote no, the Dutch Government gets it -- some of it. Resolution number 2: The General Meeting approves the RIPE NCC Conflict Arbitration Procedure. So if you vote yes for this you are approving the largely cosmetic changes that have been made to the -- that have been suggested to be made to the arbitration procedure. If you vote no, then we remain with the existing procedures. At this point, I suspend the General Meeting and open the voting, yes -- and we will reconvene this meeting at 10:45 on Friday. In the meantime, please cast your votes. Thank you. (Applause)