Minutes 48th Executive Board Meeting

12 October 2005

Author: Paul Rendek
Date: 2005/11/17

Revision No.: 1.1

Attendees:
Frode Greisen, ICANN Liaison
Kees Neggers, Chairman
Jim Reid, Member
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

Agenda:

1. Agenda / Comments (18:30)
1.1. Apologies, New Agenda Points
1.2. Approval of Previous Minutes, #47
1.3. Date of Next Meetings
2. Outstanding Actions
3. Report from the RIPE NCC
4. Decision on new auditors
5. Preparation of General Meeting - October 2005
5.1. Report from the Executive Board
6. External Relations
6.1. ICANN / IANA
6.1.1. Draft ICANN Contribution Agreement
6.1.2. Draft IANA Service Level Agreement
6.2. NRO
6.2.1. Draft NRO Articles of Incorporation
6.2.2. Draft NRO Member Agreement
6.3. RIPE
7. AOB

Kees Neggers, Executive Board Chair opened the meeting at 18:30

1. Agenda / Comments

1.1. Apologies, New Agenda Points

No new agenda points were raised.

1.2. Approval of Previous Minutes, #47

The minutes of the 47th Executive Board Meeting were approved.

1.3. Date of Next Meetings

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

EB Meeting #50 - 23 March 2006 - 09:00 start time at the RIPE NCC offices

2. Outstanding Actions

The Board discussed the outstanding action items.

EB105 STATUS: ONGOING
Snapshots of the documents under current examination were discussed.

EB110 - STATUS: ONGOING
scheduled for 24 November 2005

EB111 STATUS: ONGOING
Agreement has been reached on how to proceed. This will be communicated to the Board.

EB112 STATUS: ONGOING

EB113 STATUS: ONGOING
Snapshots of the documents under current examination were discussed.

EB114 STATUS: ONGOING

EB115 STATUS: ONGOING
The document for defining and terminating projects carried out by the RIPE NCC will be presented to the Board at the upcoming meeting on 24 November 2005.

3. Report from the RIPE NCC

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

The Board asked Axel to provide an update on WSIS and the participation of the RIPE NCC at the WSIS Summit in Tunis, November 2005.

4. Decision on new auditors

Proposals were brought forward by three financial services organisations. The Board discussed the proposals.

After discussions the Board agreed to take on KPMG as the new auditors of the RIPE NCC.

5. Preparation of General Meeting - October 2005

The Board discussed the agenda and supporting material for the RIPE NCC General Meeting, October 2005.

To date, the Board has not received any comment from the membership on the documents published in preparation for the General Meeting.

Axel provided an update of the information that the RIPE NCC would present in the RIPE NCC Services WG that will take place prior to the General Meeting on 13 October 2005.

5.1. Report from the Executive Board

The Board members reviewed and agreed the information prepared for the Report from the Executive Board presentation.

6. External Relations

6.1. ICANN / IANN
6.1.1. Draft ICANN Contribution Agreement
6.1.2. Draft IANA Service Level Agreement

Agenda points 6.1.1. through 6.1.2. were covered together.

Axel provided an update on the NRO EC's discussions regarding a contract covering the RIR's contribution to ICANN. The Board discussed the ICANN Contribution Agreement and the IANA Service Level Agreement and formed a strategy for the way forward.

6.2. NRO

The Board asked for an update on temporary staff proposed for the NRO. Axel clarified that the proposal was not for NRO staff but time donated by APNIC for the support of the NRO EC.

Following discussions the Board agreed a term of 6 months or until the signing of the ICANN contract (whichever occurs first) was agreed for temporary support.

6.2.1. Draft NRO Articles of Incorporation

The Board discussed the draft proposal of the NRO document of incorporation.

The Board confirmed that they support a lightweight NRO incorporated in Uruguay. The Board expressed that the proposal brought forward was not in keeping with the expectations of the RIPE NCC Executive Board in that it appeared too complex and added another layer of management oversight that was seen as superfluous.

The Board asked Axel to confirm that all operational and legal activities could be carried out in the English language if incorporation was established in Uruguay. Axel re-confirmed that this was indeed the case.

6.2.2. Draft NRO Member Agreement

The Board reviewed comments on the proposed NRO Member Agreement. It was reported that the Board supported articles of association that would be kept as simple as possible and would reference the ASO MoU where appropriate.

6.3. RIPE

Axel provided an update on the progress of the RIPE meeting. He reported that the meeting was running smoothly and that the plenary sessions were well attended. He further reported that many participants were pleased with the content of the plenary session.

7. AOB

No additional points of business were brought forward.

The meeting was closed at 20:20.

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.
Status 12/10/05: ONGOING - Snapshots of the documents under current examination were discussed.

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.
Status 12/10/05: ONGOING - scheduled for 24 November 2005

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 have been agreed with Jochem de Ruig and Janos Zsako and will be delivered to the Board before the next Executive Board meeting.
Status 12/10/05: ONGOING

EB112 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.
Status 12/10/05: ONGOING

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.
Status 12/10/05: ONGOING - Snapshots of the documents under current examination were discussed.

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.
Status 12/10/05: ONGOING

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.
Status 12/10/05: ONGOING - The document for defining and terminating projects carried out by the RIPE NCC will be presented to the Board at the upcoming meeting on 24 November 2005.