Minutes 47th Executive Board Meeting

6 September 2005

Author: Paul Rendek
Date: 2005/10/19

Revision No.: 1.1

Attendees:
Frode Greisen, ICANN Liaison
Kees Neggers, Chairman
Jim Reid, Member
Nigel Titley, Secretary
Janos Zsako, 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:
Rob Blokzijl, RIPE Chair

Agenda:

0. Executive Session
Board members only
Strategy discussion with Axel

1. Agenda / Comments
1.1. Apologies, New Agenda Points
1.2. Approval of Previous Minutes, #46
1.3. Date of Next Meetings
(agreed: 12/10, 1830; proposed: weeks 45-47, Nov.)
2. Outstanding Actions
3. Report from the RIPE NCC
3.1. Financial Overview and Outlook 2005
3.2. Overview Project Cost
4. Preparation of General Meeting October 2005
4.1. Reporting & Presenting AP draft (RIPE NCC Services WG)
4.2. GM only activities
4.2.1. Presentation Financial Update and Outlook
4.2.2. Presentation Draft Budget
4.2.3. Presentation Charging Scheme 2006 Proposal
5. External Relations (1430)
5.1. ICANN / IANA
5.2. NRO
5.3. RIPE
6. Liability Insurance Board & Management
7. RIPE NCC Project Management
8. Root Server Budget
9. RIPE DB change issue
10. AOB

Kees Neggers, Executive Board Chair opened the meeting at 12:15

1. Agenda / Comments

All agreed to the agenda. No changes were made.

1.1. Apologies, New Agenda Points

No apologies were brought forward.

1.2. Approval of Previous Minutes, #46

The minutes of the 46th Executive Board Meeting were approved.

1.3. Date of Next Meetings

EB Meeting #48 - 12 October 2005 meeting start time 18:30

EB Meeting #49 - 24 November 2005 - regular start time at lunch (12:00) RIPE NCC office

2. Outstanding Actions

The Board discussed the outstanding action items.

EB105 STATUS: ONGOING
The NRO is currently drafting an IANA service agreement. The document will go to the RIR Boards to gather feedback. The RIPE NCC Board will take a formal resolution on the service agreement.

Status: Axel reported that work is ongoing and that a draft would be ready for the Board prior to their meeting in November.

EB110 STATUS:
The RIPE NCC will address and resolve the outstanding issues listed in the management letter from the Auditors.

Status: Janos Zsako reported on the issue raised in regard to financial transaction authorisation pointed out in the management letter. He also brought forward the recommendations made to resolve the issues. The Board discussed the transaction authorisation issues. Other issues would be re-visited at the Board meeting scheduled on 12 October 2005.

ACTION: EB111 06/09/05 / AP The Board asked Axel to review the current financial transaction authorisation from the Deposit account to the Current account and for transactions over 200,000 EUR. These proposals for improvement will be delivered to the Board before the next Executive Board meeting.

3. Report from the RIPE NCC

Axel provided an update on the activities and services of the RIPE NCC. Axel stated that he provided the Board with a number of documents that support his update for the Board.

Axel mentioned that the RIPE NCC still has approx. 150 members that have not signed the new Service Agreement contracts. He also stated the RIPE NCC will begin closing the membership of these organisations in the coming month.

Axel reported that the Dutch Authorities are planning to introduce a law enabling online voting.

ACTION: EB 112 06/09/05/ AP Axel was asked to prepare a documented request to the Hay Group regarding the Managing Director (MD) function. The Board will then request advice from the Hay Group on the remuneration package for the MD function.

3.1. Financial Overview and Outlook 2005

Jochem de Ruig provided the Board with the financial status for the first half of 2005 as well as an outlook to the end of year 2005.

Jochem stated that the surplus to date is higher than projected due to the amount of new members and that expenditure was slightly below budget for the first half of 2005.

The Board discussed various financial scenarios to ensure that the RIPE NCC would remain at its target of one operating year of financial reserves.

3.2. Overview Project Cost

Axel provided an update of project costs at the RIPE NCC.

The Board discussed the figures provided. The Board asked for clarification on the comparison of the reporting provided and the operational budget.

The Board asked Axel to continue to develop this reporting mechanism.

The Board would like to see the variance within what was budgeted and actual expenditure on projects.

4. Preparation of General Meeting (GM) October 2005

The Board agreed to hold the General Meeting on 13 October 2005 at 17:00.

4.1. Reporting & Presenting AP draft (RIPE NCC Services WG)

The Board discussed the agenda for the GM meeting.
The GM agenda would be set according to the Articles of Association.

The Board discussed the draft document outlining the focus of activities for 2006.

The Board asked that the RIPE NCC includes a section on activities or projects that are closing or that no longer require significant expenditure.

The Board asked the RIPE NCC to produce a document that would be used for discussion and membership input to the RIPE NCC Activity Plan 2006.

4.2. GM only activities

4.2.1. Presentation Financial Update and Outlook

The presentation was delivered and discussed in agenda item 3.1.

4.2.2. Presentation Draft Budget

Jochem de Ruig presented the draft budget for 2006 to the Board.

The Board discussed the draft RIPE NCC Budget 2006. The Board agreed that in order to remain at the target reserves of one years expenditure it would aim to reduce the expected end year 2005 excess by half.

4.2.3. Presentation Charging Scheme 2006 Proposal

Jochem de Ruig presented the proposed Charging Scheme 2006 to the Board.

The Board discussed the Charging Scheme 2006 proposal. Jochem provided clarification on the category sizes and changes in membership category sizes.

Janos pointed out that the status of billing category sizes is determined at the end of Sept 2005.

The Board agreed to the proposed scheme but asked the RIPE NCC to improve the explanatory text in a number places before publishing the document for the membership to review in preparation for the General Meeting.

5. External Relations

5.1. ICANN / IANA

Axel reported on the current status of workings with ICANN and IANA.

Axel reported that Doug Barton is no longer the IANA General Manager.

The Board asked for the status of the IANA/RIR Service Contract. Axel reported that the action is currently on the RIRs to complete draft of the contract proposal.

Axel stated that there will be no contribution to the current budget unless they enter into meaningful negotiations with the RIRs on the level of contribution to the ICANN budget.

The Board would like the budget negotiations with ICANN to be focused on the resource costs needed to service the RIRs.

5.2. NRO

Axel briefly provided a status of NRO activities.

ACTION: EB113 To provide the NRO documents of incorporation to the Board confirming that all operational and legal activities can be executed in the English language.

5.3. RIPE

Formal PDP was published on 1 September 2005.

RIPE 51 meeting plan has never been published so early. Later this week the first iteration of the plenary programme will be published.

6. Liability Insurance Board & Management

Axel asked the Board to discuss what they would feel was an appropriate level of liability insurance for the Board and management.

The Board asked for clarification of management as well as other references made to the Board, executives and directors made in the document provided by the lawyers. The Board also asked for clarification on the related risks involved in executing these functions.

The Board also asked for properly documented advice from the lawyers on what would be an advisable level of liability insurance for the RIPE NCC Executive Board, the Managing Director and other management levels in the RIPE NCC.

Axel stated that he will follow-up on the issues brought forward by the Board.

ACTION: EB114 06/09/05/ AP Axel to follow-up with the lawyers for clarification of management levels in the organisation and the associated risks in executing these functions as well as advice for an acceptable level of liability insurance for the RIPE NCC.

7. RIPE NCC Project Management

ACTION: EB115 06/09/05/ AP The Board asked the RIPE NCC to produce a document for defining and terminating projects carried out by the RIPE NCC and deliver the document to the Board for their next meeting scheduled for 12 October 2005.

8. Root Server Budget

Axel provided an overview of what the budget for Root Servers includes.

The Board discussed the budget for placement of k root servers. Axel mentioned that the placement plans for servers has been documented in activity plans.

9. RIPE DB change issue

Jim Reid brought forward an issue with regards to a change in the RIPE Database that had caused an LIR difficulty. He pointed out that the problem seemed to carry on without any resolution for a long time. It was pointed out that the issue has since been resolved.

Axel reported that he had investigated the issue and explained what steps have been taken to ensure that this issue is not repeated in future.

10. AOB

No additional points of business were brought forward.

The meeting was closed at 16:30

Outstanding Actions:

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.
Status 06/09/05: Axel reported that work is ongoing and that a draft would be ready for the Board prior to their meeting in November.

EB110 31/03/05 / AP
The RIPE NCC will address and resolve the outstanding issues listed in the management letter from the Auditors.
Status 06/09/05: Janos Zsako reported on the issue raised in regard to financial transaction authorisation pointed out in the management letter. He also brought forward the recommendations made to resolve the issues. The Board discussed the transaction authorisation issues. Other issues would be re-visited at the Board meeting scheduled on 12 October 2005.

New Actions:

EB111 06/09/05 / AP
The Board asked Axel to review the current financial transaction authorisation from the Deposit account to the current account and for transactions over 200,000 EUR. These proposals for improvement will be delivered to the Board before the next Executive Board meeting.

EB112 06/09/05 / AP
Axel was asked to provide the Hay Group with information regarding the Managing Director (MD) function. The Board will then request advice from the Hay Group on the remuneration package for the MD function.

EB113 06/09/05 / AP
To provide the NRO documents of incorporation to the Board confirming that all operational and legal activities can be executed in the English language.

EB114 06/09/05 / AP
Axel to follow-up with the lawyers for clarification of management levels in the organisation and the associated risks in executing these functions as well as advice for an acceptable level of liability insurance for the RIPE NCC.

EB115 06/09/05/ AP
The Board asked the RIPE NCC to produce a document for defining and terminating projects carried out by the RIPE NCC and deliver the document to the Board for their next meeting scheduled for 12 October 2005.

end