Minutes 49th Executive Board Meeting

Author: Paul Rendek
Date: 2006/03/22

Revision No.: 1.3

Status: Final
Maintainer: Sabine Mader

Minutes of the RIPE NCC Executive Board Meeting EB #49 on 24 November 2005

Attendees:

Frode Greisen, ICANN Liaison
Kees Neggers, Chairman
Jim Reid, Member
Nigel Titley, Secretary
János Zsakó, Treasurer

Axel Pawlik, Managing Director, RIPE NCC
Paul Rendek, Head of Member Services and Comms., RIPE NCC
Jochem de Ruig, Chief Financial Officer, RIPE NCC

Guest (agenda points 7 & 10):
Rob Blokzijl, Chairman, RIPE

Agenda:

1. Agenda / Comments
1.1. Apologies, New Agenda Points
1.2. Approval of Previous Minutes, #48
1.3. Date of Next Meetings
2. Outstanding Actions
3. Report from the RIPE NCC
3.1. Q3 Profit & Loss
3.2. Formal KPMG engagement
4. Approval of Payment Procedure
5. Approval of Activity Plan 2006
6. Approval of Budget 2006
7. Appointment of NC Member
8. Board Liability
9. Starting / Reporting / Closing of Activities
10. External Relations
10.1. ICANN / IANA
10.2. NRO
10.3. RIPE
11. AOB

Kees Neggers, Executive Board Chair opened the meeting at 13:10

1. Agenda / Comments

1.1. Apologies, New Agenda Points

Kees suggested covering agenda points 7 and 10 first to accommodate Rob Blokzijl.

The Board agreed to discuss RIPE NCC performance goals for 2006 in agenda item 11.

1.2. Approval of Previous Minutes, #48

The minutes of the 48th Executive Board Meeting were approved.

1.3. Date of Next Meetings

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

EB Meeting #51 – 25 April – 17:30 start time at the RIPE 52 meeting (meeting room TBA), Kees Neggers may participate remotely.

2. Outstanding Actions

EB105 – Status: ONGOING – The meeting discussed the status of progress in formulating an IANA service contract.

EB110 – Status: DONE

EB111 – Status: DONE

EB112 – Status: ONGOING - The document will be amended in cooperation with the Board.

EB113 – Status: ONGOING - Documents are currently being drafted.

EB114 - Status: DONE

EB 115 - Status: ONGOING - The document was discussed and after discussion the Board agreed on the scope which was to describe the responsibilities and interaction between the RIPE NCC Executive Board, management and members and the RIPE community and stakeholders. The Board asked Axel to revise the document accordingly.

3. Report from the RIPE NCC

Axel provided a brief update on activities and services of the RIPE NCC. He reported in specific on the efforts and outcome of WSIS in Tunis. Axel also stated that the RIPE NCC would continue to carry out lobbying efforts together with the other RIRs and industry partners.

3.1. Q3 Profit & Loss

Jochem de Ruig presented a financial status report.

3.2. Formal KPMG engagement

The Board discussed the KPMG engagement regarding the audit of the financial statements 2005.

In principle, the Board was pleased with the document. It was agreed that clarification was needed on the text describing the publication of the Auditor's report. The engagement letter states that the Auditor's report cannot be published without prior written permission from KPMG. However, in the same paragraph the document contradicts the publication procedure of the Auditor's report.

ACTION: The Board asked the RIPE NCC to approach KPMG and request clarification of the text relating to the publication of the auditor's report.

4. Approval of Payment Procedure

The Board discussed the RIPE NCC Payment Authorisation Procedure document.

János Zsakó stated that the document outlining the new system covers the issue brought forward by the Auditor's management letter for 2004 with regard to payment authorisation.

The Board approved the RIPE NCC payment authorisation procedure subject to a definition of senior management and further improvements in the document that was discussed and approved during the meeting.

5. Approval of Activity Plan 2006

The Board discussed and approved the Activity Plan 2006.

ACTION: The Board has requested a separate document to support the external Activity Plan 2006 with a description of projects, goals, and resources attributed to activities the RIPE NCC will carry out in 2006. It was agreed that this would be, for now, the “per activity cost budget”.

6. Approval of Budget 2006

Jochem de Ruig presented the RIPE NCC Budget 2006 that was derived from the draft budget presented at the General Meeting in October 2005.

The Board approved the RIPE NCC Budget 2006.

7. Appointment of NC Member

Axel reported that the RIPE NCC Board appointed member of the Number Council(NC) was coming to an end. It was noted that Wilfried Woeber confirmed his availability and willingness to serve on the NC. Axel asked the Board to re-appoint Wilfried Woeber as the RIPE NCC Board elected member to the NC.

The Board unanimously agreed to re-appoint Wilfried Woeber to the NC. It was confirmed that this appointment was for a period of 3 years.

It was proposed that for the next selection process that the Board will ask for nominations from the RIPE community to consider in the appointment of the Board elected NC member. The Board collectively agreed.

8. Board Liability

Axel provided a summary of the Director Liability Insurance document which was then discussed.

ACTION: The Board will seek explicit support from the members at the General meeting for professional indemnification. In addition, the Board agreed to raise the Director Liability Insurance up to 1,000,000 Euros and include US coverage in the insurance. The Board also agreed to acquire professional liability insurance for RIPE NCC operations.

9. Starting / Reporting / Closing of Activities

Axel provided the Board with a summary of the current reporting and feedback mechanisms that exist between the RIPE NCC and its membership and the RIPE community.

The Board discussed the “Starting, Reporting, and Closing of Activities” document.

ACTION: The Board has asked Axel to modify the document to describe the distribution of responsibility between the RIPE NCC and Executive Board, the RIPE NCC membership and the Internet community.

10. External Relations

10.1. ICANN / IANA

The Board stated the importance and urgency of this matter and reaffirmed that any final ICANN/IANA contract proposal would need to be ratified by the RIPE NCC Board.

The Board re-stated their position and strategy with regard to the completion of the draft ICANN Contribution Agreement and IANA Service level Agreement.

10.2. NRO

The meeting discussed the workings of the NRO with regard to its working process and collaborative working structure. The Board also asked Axel for an update on the progress made to incorporate the NRO.

10.3. RIPE

Rob reported that the organisation for the RIPE 52 meeting to be held from 24-28 April 2006 in Istanbul, Turkey, is on schedule.

Rob reported on perceived shortcomings of IPv6 policy with regard to routing issues that have been pointed out within various groups in the Internet community. He stated that the policies that are being defined in each RIR region are not taking these issues into account when forming IPv6 policy. He believes that there is no clarity outlining which Internet organisations or bodies will actually work together to solve the issues.

Rob also reported on the issue of IP address space certification. He is urging the RIRs to work together to produce a common certification process, that is, the signing of IP address allocations by appropriate certificates to ensure that the user actually owns the allocation. Axel stated that this is a serious issue of collaboration that is recognised by all the RIRs.

11. AOB

The Board discussed performance goals for the RIPE NCC during 2006. Axel agreed to produce a proposal prior to Christmas.

No additional points of business were brought forward.

The Chairman closed the meeting at 18:00.

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.
Status 24/11/05: ONGOING – The meeting discussed the status of progress in formulating an IANA service contract.

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: János Zsakó 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
Status 24/11/05: DONE

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 János Zsakó will be delivered to the Board before the next Executive Board meeting.
Status 12/10/05: ONGOING
Status 24/11/05: DONE

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
Status 24/11/05: ONGOING - The document will be amended in cooperation with the Board.

EB113 06/09/05 / AP
Axel 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.
Status 24/11/05: ONGOING - Documents are currently being drafted.

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
Status 24/11/05: DONE

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.
Status 24/11/05: ONGOING - The document was discussed and Board agreement on the scope was established.
Status 24/11/05: ONGOING - The document was discussed and after discussion the Board agreed on the scope which was to describe the responsibilities and interaction between the RIPE NCC Executive Board, management and members and the RIPE community and stakeholders. The Board asked Axel to revise the document accordingly.

New Actions:

EB116 24/11/05 AP
The Board asked the RIPE NCC to approach KPMG and request clarification of the text relating to the publication of the auditor's report.

EB117 24/11/05 AP
The Board has requested a separate document to support the external Activity Plan 2006 with a description of projects, goals, and resources attributed to activities the RIPE NCC will carry out in 2006. It was agreed that this would, for now, the “per activity cost budget”.

EB118 24/11/05 AP
The Board will seek explicit support from the members at the General meeting for professional indemnification. In addition, the Board agreed to raise the Director Liability Insurance up to 1,000,000 Euros and include US coverage in the insurance. The Board also agreed to acquire professional liability insurance for RIPE NCC operations.

EB119 24/11/05 AP
The Board has asked Axel to modify the document to describe the distribution of responsibility between the RIPE NCC and Executive Board, the RIPE NCC membership and the Internet community.