Minutes 46th Executive Board Meeting

31 March 2005

Author: Paul Rendek
Date: 2005/04/04

Revision No.: 1.3

Attendees:
Frode Greisen, ICANN Liaison
Manfredo Miserocchi, Member
Kees Neggers, Chairman
Nigel Titley, Secretary
János Zsakó, Treasurer

Sabine Mader, Assistant to the Managing Director, RIPE NCC
Axel Pawlik, Managing Director, RIPE NCC
Paul Rendek, Head of Member Services & Comms., RIPE NCC
Jochem de Ruig, Chief Financial Officer, RIPE NCC

Guests:
Horlings, Brouwer & Horlings (Auditors of the RIPE NCC),
present for agenda point 0 only.

Agenda:

0. Meeting with the Auditors
1. Agenda / Comments
1.1. Apologies
1.2. Approval of Previous Minutes, #45
1.3. Date of Next Meetings
2. Outstanding Actions
3. Approval Financial Report 2004
4. Report from the RIPE NCC
5. External Relations
5.1. ICANN / IANA
5.1.1. IANA contract status
5.2. NRO
5.2.1. Approval of Uruguay as place of incorporation of the NRO
5.3. RIPE
6. Authorisation of Rental Contract Renewal
7. Preparation of General Meeting - 4 May 2005
7.1. Reporting (RIPE NCC Services WG)
7.2. GM only activities
7.2.1. Presentation & Adoption of Financial Report 2004
7.2.2. Executive Board Election
8. AOB

Kees Neggers, Executive Board Chair opened the meeting at 13:00

0. Meeting with the Auditors

Kees listed the documents that would be discussed by the Board and the RIPE NCC Auditors.

Kees gave the floor to the RIPE NCC Auditors (Horlings Brouwer & Horlings).
The auditors gave a short introduction about their organisation to the Board.

Kees asked that agreement be reached in the Board on the Auditors role in auditing the RIPE NCC. It was confirmed that the RIPE NCC was audited according to general standards applied to normal trading organisations.

The Board discussed the details of the Auditors letter to the management as well as the RIPE NCCs reply and comments to the management letter. The Board requested that the RIPE NCC take action to resolve outstanding issues brought forward in the management letter.

ACTION:
The RIPE NCC will address and resolve the outstanding issues listed in the management letter from the Auditors.
[EB110 31/03/05 / AP]

No further questions were brought forward to the Auditors about the 2004
Financial Audit and resulting report.

1. Agenda / Comments

All agreed to the agenda. No changes were made.

1.1. Apologies

No apologies were brought forward.

1.2. Approval of Previous Minutes, #45

The minutes of the 45th Executive Board Meeting were approved.

1.3. Date of Next Meetings

6 September 2005 - regular starting time at lunch - RIPE NCC offices
12 October 2005 - meeting starting time 18:30

2. Outstanding Actions

The Board discussed the outstanding action items.

EB 103 - DONE
EB 104 - DONE
EB 105 - STATUS : ONGOING
The NRO is currently drafting an IANA service agreement.
The doc. will go to the RIR Boards to gather feedback.
The RIPE NCC Board will take a formal resolution on the service agreement.

EB 106 - DONE
EB 107 - DONE
EB 108 - DONE
EB 109 - DONE

3. Approval Financial Report 2004

Kees asked János to provide a review of the 2004 financial status in his capacity as Exec. Board Treasurer. János reported that the financial results were good and mainly a result of two factors, the increase in the number members, and to the fact that expenses were kept well within budget. He also stated that cost control had been carried out well as was requested by the Board.

The Board discussed details of the Financial Report 2004 and formally approved the document.

4. Report from the RIPE NCC

- Financial Overview and Outlook 2005
- Overview Project Cost 1/05
- Status Rental Contract Renewal
- International developments in Corporate Control

Axel provided an update on the activities and services of the RIPE NCC.

Axel mentioned that the RIPE NCC held its first Roundtable Meeting on 30 March 2005. The meeting was attended by 30 representatives from Government and Regulatory bodies from the RIPE NCC service region. He stated that the RIPE NCC plans to hold another meeting around the ICANN Meeting in Luxembourg in July 2005.

Axel reported on the status of the contract re-signing project. He stated that only 700 service agreement contracts were outstanding.
He also reported that many of the LIRs that have outstanding contracts have in fact paid their 2005 membership fee.

- Financial Overview and Outlook 2005

Jochem provided the Board with the financial status for Q1 2005.

The Board discussed the financial outlook for 2005.

- Overview Project Cost 1/05

The Board found the overview of project costs for 2005 useful. The Board asked for additions to the report and a change to the presentation format so that the Board members could better extract information. This would include budget numbers and subtotals where required to compare project costs to budget numbers.

- Status Rental Contract Renewal

Axel reported on the meeting held with the landlord of the RIPE NCC offices. He reported that there was no change in the status of the office space rental contract from what was reported to the Board in November 2004.

Axel asked the Board to formally approve the office space contract.
Formal Board authorisation to sign the contract is covered in agenda point 6.

- International developments in Corporate Control

Jochem provided a presentation on corporate governance and new developments in this area. The Board appreciated the report and discussed the different corporate governance approaches that could be relevant for the RIPE NCC.

5. External Relations

5.1. ICANN / IANA

Axel reported on the ongoing workings with ICANN and the progress made in RIR relationships with IANA.

He reported that the RIRs will be present at the upcoming ICANN meeting in Argentina to formally support AfriNIC in receiving final recognition as an RIR from ICANN.

5.1.1. IANA contract status

Axel also reported on the progress to draft a service contract with IANA. He explained that the RIRs are in the final phase of drafting this document. Axel also reconfirmed that the RIRs will submit the draft IANA service contract to the Executive Boards of the RIRs for comment and approval before sending it to ICANN.

5.2. NRO

Axel reported that the NRO is actively participating in the World Summit on the Information Society (WSIS) process as well as the regional meetings surrounding WSIS in the various regions. The NRO has provided responses to all relevant documents that are published from WSIS and WGIG.

The NRO continues to co-ordinate with industry partners and players that also participate in the WSIS.

5.2.1. Approval of Uruguay as place of incorporation of the NRO

Axel brought forward a proposal to incorporate the NRO in Uruguay.
The Board discussed details of incorporation based on the proposal brought forward.

Axel asked for the Board's approval to further investigate Uruguay as the place of incorporation for the NRO. The Board stated that in order for them to support moving forward with the investigations it would need firm confirmation that all operational matters be conducted in English.

5.3. RIPE

Axel provided an update on the upcoming RIPE Meeting in Sweden (RIPE 50).

6. Authorisation of Rental Contract Renewal

The Board discussed the authorisation needed in order for Axel to sign the RIPE NCC office space rental contract renewal. The Board formally authorised Axel to sign the RIPE NCC rental contract renewal.

7. Preparation of General Meeting - 4 May 2005

Kees confirmed that the only formal resolution at this meeting would be the approval of the audited Financial Report 2004. Axel provided an update of the material needed in order to announce the General Meeting. The Board discussed and agreed the agenda for the May 2005 General Meeting.

7.1. Reporting (RIPE NCC Services WG)

Axel explained that the reporting from RIPE NCC for the General Meeting would be delivered in the RIPE NCC Services Working Group in the RIPE Meeting. These reports would not be repeated in the General Meeting that directly follows the RIPE NCC Services Working Group session.

Question:
The Board asked for confirmation that all RIPE NCC members registered for the General Meeting but not attending the RIPE Meeting would be granted admission
to the RIPE NCC Services Working Group session. Axel confirmed that this is the case.

7.2. GM only activities

7.2.1. Presentation & Adoption of Financial Report 2004

The Board discussed the preparation needed to present the Financial Report 2004 at the General Meeting. Axel confirmed that the resolution to adopt the report will be outlined in the General Meeting agenda.

7.2.2. Executive Board Election

The Board identified that two Executive Board positions would be vacant for election at the May 2004 General Meeting.

Axel confirmed that all the preparations for the Executive Board elections were in progress and would be announced in the May 2004 General Meeting announcement.

8. AOB

No additional points of business were brought forward.

The meeting was closed at 17:10

Outstanding Actions:

EB103 05/05/04 / AP
The RIPE NCC is tasked to split the current reserves of the RIPE NCC into two accounts at different banks with the same or higher credit rating.
Status 22/06/04: Ongoing, Axel stated that the RIPE NCC was currently busy with this action point and will keep the Board informed.
Status 14/09/04: Awaiting board meeting in Amsterdam to facilitate authentication of board members to Rabobank.
Status 17/11/04: Kees Neggers and János Zsakó were scheduled to meet with the Rabobank following the Executive Board Meeting.
[DONE]

EB104 17/11/04 / AP
The Board asked the RIPE NCC to ensure that the feedback given on the Activity Plan Support Doc. be incorporated into the document.
[DONE]

EB105 17/11/04 / AP
The Board asked that the NRO outline a strategy to implement the IANA service agreement contract and propose how this contract should be formulated and reviewed by the RIR Boards.
Status 31/03/04: The NRO is currently drafting an IANA service agreement. The doc. will go to the RIR Boards to gather feedback. The RIPE NCC Board will take a formal resolution on the service agreement.
[ONGOING]

EB106 17/11/04 / AP
The Board asked Axel to formally approach Wilfried Woeber to offer an appointment to the NRO NC.
[DONE]

EB107 17/11/04 / AP
The Board asked the RIPE NCC to approach the landlord and renegotiate the terms of the contract for office space rental.
[DONE]

EB108 17/11/04 / AP
The Board requested that the RIPE NCC produce a more concise version of the "RIPE NCC Activity Planning Support Document" to publish as the RIPE NCC Activity Plan 2005.
[DONE]

EB109 17/11/04 / AP
The RIPE NCC will produce a revised version of the RIPE NCC budget 2005 for the board for review by the first week of December 2004.
[DONE]

New Actions:

EB110 31/03/05 / AP
The RIPE NCC will address and resolve the outstanding issues listed in the management letter from the Auditors.