Minutes 92nd Executive Board Meeting

Minutes 92nd Executive Board Meeting

1 April 2014, 08:00-12:00, Hotel Radisson Media City, Dubai

Attendees:

• Fahad AlShirawi, Member
• Dmitry Burkov, ICANN Liaison
• Christian Kaufmann, Secretary
• Nigel Titley, Chairman
• Remco Van Mook, Treasurer
• János Zsakó, Adviser (via teleconference)
• Rob Blokzijl, RIPE Chairman, RIPE
• Hans Petter Holen, RIPE Deputy Chairman, RIPE
• Sabine Mader, Assistant to the Managing Director, RIPE NCC
• Axel Pawlik, Managing Director, RIPE NCC
• Paul Rendek, Director of External Relations, RIPE NCC
• Jochem de Ruig, Chief Financial Officer, RIPE NCC

Agenda

1. Agenda / Comments (0800-0815)

1.1 Apologies, New Agenda Points

1.2 Approval of Previous Minutes, EB#91

1.3 Date of Next Meetings

1.4 Conference Attendance by Executive Board until Dec 2014

2. Remaining Outstanding Actions, not covered by agenda

3. Report from the RIPE NCC (0830-0930)

3.1 Financial Report

3.1.1 Treasury Update March 2014

3.1.2 Updated Treasury Statute

3.2 Legal

3.2.1 LEA Requests

3.3 Services

3.3.1 RIPE Atlas

4. Approval of Annual and Financial Reports (0930-0945)

4.1 Review Auditors' Management Letter 2013

4.2 Draft RIPE NCC Financial Report 2013

4.3 Draft RIPE NCC Annual Report 2013

5. Corporate Governance RIPE NCC (0945-1000)

5.1 Function & Responsibilities RIPE NCC Executive Board Members

5.2 RIPE NCC Corporate Governance

6. Draft RIPE NCC Charging Scheme 2015 (1000-1010)

7. Implementation of Legacy Policy Proposal 2012-07 (1010-1030)

7.1 Documents needed to implement the Legacy Policy Proposal 2012-07

7.1.1 Draft Terms and Conditions RIPE NCC Services for Legacy Internet Resources of RIPE NCC Members

7.1.2 Draft Terms and Conditions RIPE NCC Services for Legacy Internet Resources Agreement with a sponsoring LIR

7.1.3 Draft Agreement between RIPE NCC and Legacy Internet Resource Holders

7.1.4 Draft Update Arbitration Procedure

7.1.5. Closure and De-Registration Procedure

8. Preparation General Meeting May 2014 (1030-1100)

8.1 Draft Agenda

8.2 Candidates for Executive Board Seats

9. External Relations (1100-1145)

9.1 ICANN / IANA

9.2 NRO / RIRs

9.3 ITU

9.4 RIPE

9.5 IETF

10. AOB (1145-1200)

Nigel Titley, RIPE NCC Chairman, opened the meeting at 8:10am.

Agenda / Comments

1.1 Apologies, New Agenda Points

Nigel asked the Board members if they had any additional agenda items to add.

Dmitry requested to add possible sanctions for Russia as a topic for AOB. The Board agreed to discuss this topic under agenda item 10.

1.2 Approval of Previous Minutes, EB#91

No comment was brought forward on the previous minutes; the Board approved the minutes of Executive Board Meeting #91.

1.3 Date of Next Meetings

• 12 & 14 May 2014 during RIPE-68, Warsaw, informal meetings
• 15 May 2014, EB#93, formal meeting after General Meeting to establish functions of Executive Board Members
• EB#94, 19 June 2014, RIPE NCC Offices, Amsterdam
• EB#95, 9 September 2014, RIPE NCC Offices, Amsterdam
• 3 & 5 November 2014, during RIPE-69, London, informal meetings
• EB#96, 11 December 2014

1.4 Conference Attendance by Executive Board until Dec 2014

The Board agreed to coordinate with the RIPE NCC prior to registration for non-RIPE events.

If there are changes to travel they should be coordinated with External Relations and the management assistants.

2. Remaining Outstanding Actions, not covered by agenda

Action items #271 - #283

a) Completed

EB271 12/12/2013 AP

The Board asked Axel to provide a report outlining the status of actual deployment and attrition of probes and to provide a report showing the RIPE Atlas figures including TTM and DNSMON over the past years. The Board requested that this data be provided for Board review one week prior to the AFRINIC/RIPE NCC joint Board meeting in January 2014.

Status 01/04/2014: Done

EB272 12/12/2013 AP

The Board asked Axel to include the RIPE Atlas project as a recurring agenda item in Executive Board meetings. The Board agreed to discuss the longer term funding and direction of the RIPE Atlas project under this agenda item.

Status 01/04/2014: Done

EB273 12/12/2013 AP

The Board asked Axel to include RIPE Atlas as an agenda topic for the AFRINIC/RIPE NCC joint Board meeting in January 2014.

Status 01/04/2014: Done

EB274 12/12/2013 EB

Nigel tasked the RIPE NCC Board to provide comment on the RIPE NCC Mission and Vision statements by 31 December 2013.

Status 01/04/2014: Done

EB275 12/12/2013 AP

The Board agreed to replenish the USD account to USD 1 million and asked Jochem to make the appropriate transaction.

Status 01/04/2014: Done

EB276 12/12/2013 AP

The Board formally decided to retain the investment in French government bonds. They also asked to amend the Treasury Statute to reflect that the rating of government bonds that are in the RIPE NCC portfolio can decrease to a point below the threshold set. New bonds will always have to meet the threshold. Already purchased government bonds where the country rating drops over time below the threshold should be evaluated on a case-by-case basis and the Board may decide to keep them. In every such case, an explicit Board decision must be taken.

Status 01/04/2014: Done

EB278 12/12/2013 AP

The Board asked for a financial forecast document on membership growth, revenues and fees in March in time to propose a report and Charging Scheme 2015 for the GM in May 2014.

Status 01/04/2014: Done

EB279 12/12/2013 AP

The Board asked the RIPE NCC to publish the workflow document outlining the approval of RIPE NCC procedures.

Status 01/04/2014: Done

EB280 12/12/2013 AP

The Board asked Jochem and Christian to define the roles of the RIPE NCC Executive Board and outline the governance structure.

Status 01/04/2014: Done

EB282 12/12/2013 AP

The Board supports Axel in his attempt to clarify and report back on the association with ICANN in relation to the IANA function and in conjunction with the other RIRs.

Status 01/04/2014: Done.

EB283 12/12/2013 AP

The Board asked to distribute an agenda of the AFRINIC/RIPE NCC joint Board meeting two weeks prior to the meeting.

Status 01/04/2014: Done

b) Ongoing

EB277 12/12/2013 AP

The Board decided to transfer the funds from Rabobank to the ABN AMRO bank.

Status 01/04/2014: In progress, received improved offer from Rabobank, Jochem liaised with Treasurer.

EB281 12/12/2013 AP

The Executive Board asked Axel for a mid-year update in 2014 on the progress on actions made from the key findings of the RIPE NCC Survey 2013.

Status 01/04/2014: In progress. Update at EB Briefing workshop in Dubai on 1 April 2014.

3. Report from the RIPE NCC

Axel provided a short summary of the RIPE NCC report he produced for the Board prior to the meeting.

Nigel asked the Board if they were content with the report provided by the RIPE NCC auditors. After a brief discussion, in which various deficiencies of the report were raised, the Board agreed to replace the financial auditors. The Board asked Jochem to investigate alternative financial auditors for the RIPE NCC finances.

ACTION EB284: The Board asked Axel to replace the current RIPE NCC financial auditors.

Axel proposed that External Relations activities be discussed in more detail during the Board briefings scheduled to take place after the Executive Board meeting. The Board agreed.

No further questions were raised.

3.1 Financial Report

3.1.1 Treasury Update March 2014

Jochem briefly reviewed the document containing the Treasury Update. The Board was pleased with the current state of the RIPE NCC Treasury and acknowledged the loss on foreign exchange bonds that diversifies the RIPE NCC Treasury.

After some discussion, the Board agreed to a renewal of both the German and Dutch government bonds.

All Board members confirmed they were satisfied with the Treasury Update.

3.1.2 Updated Treasury Statute

Nigel asked the Board to discuss the list of rules the RIPE NCC follows in order to decide on the investment portfolio of RIPE NCC funds.

The Board referenced the Treasury statute document that was updated with a change in the investment policy for existing government bonds. The Board agreed to replace the limits on the percentage to be held within one financial institution to be ‘should' instead of 'must' to provide a more practical solution for investment in the 3 financial institutions.

Proposed Resolution:

“The Executive Board approves the updated version of the RIPE NCC Treasury Statute RIPENCC-EBD968, Updated Treasury Statute, 17 March 2014 which will become effective immediately.”

The Board unanimously agreed to reject the resolution due to adjustments that need to be made to document EBD968 – RIPE NCC Treasury Statute.

ACTION EB285: The Board asked Axel to produce an update of document EBD968 - RIPE NCC Treasury Statute for Board approval.

3.2 Legal

3.2.1 LEA Requests

Axel provided an update of LEA requests and procedures and the Board had no further questions.

3.3 Services

3.3.1 RIPE Atlas

The Board discussed the figures of probes that are disconnected. They noted that the amount of probes disconnected is on the rise.

The Board asked for the number of probes that are distributed and connected and then disconnected versus the number of probes distributed and not connected. The Board asked the RIPE NCC management to devote more efforts to increase the number of connected probes.

The report was examined but discussion will take place during the Board briefings. The outcome of discussions from the Board briefings concluded that the Board was concerned that the costs for the expansion of the RIPE Atlas project are higher than initially projected.

ACTION EB286: The Board asked Axel to produce a breakdown of the costs for RIPE Atlas over a period of three years and an outlook beyond 2014 to see the development on OPEX and CAPEX in the coming years. Furthermore, the Board asked to see a comparison between the current figures and a case where the TTM and DNSMON services in their current form were continued in 2014 and beyond.

4. Approval of Annual and Financial Reports

4.1 Review Auditors' Management Letter 2013

The Board discussed the points brought forward in the Auditors' report. After discussion the Board agreed that no alarms or unexpected points were raised in the Auditors' report.

The existing contract for the annual audit is up for renewal. The Board decided that it is time for another accounting firm to be retained for the RIPE NCC financial audit.

ACTION EB287: The Board asked Axel to prepare a minimum of two accounting firm options in time for the Executive Board meeting in June.

4.2 Draft RIPE NCC Financial Report 2013

Jochem presented the 2013 Financial Report. The Board discussed the membership growth figures for 2013 as well as expectations for 2014. There was brief discussion on the staffing level developments at the RIPE NCC.

Resolution EB#92-R-01:

“The Executive Board approves the RIPE NCC Financial Report 2013”

The Board unanimously approved the resolution.

ACTION EB288 : The Board asked Jochem to include details on the bond investments for the financial reporting at the upcoming RIPE NCC General Meeting in Warsaw.

4.3 Draft RIPE NCC Annual Report 2013

Jochem reported that the RIPE NCC Annual & Financial Report 2013 will not be printed but will be only made available online.

Nigel asked if the Board had any further comment on the Annual Report. No further comment was made.

Resolution EB#92-R-02:

“The Executive Board approves the RIPE NCC Annual Report 2013.”

The Board unanimously adopted the resolution .

5. Corporate Governance RIPE NCC

5.1 Function & Responsibilities RIPE NCC Executive Board Members

Resolution EB#92-R-03:

“The Executive Board adopts the Document RIPENCC-EBD973, Functions & Responsibilities RIPE NCC Executive Board Members, as published on the RIPE NCC website.”

The Board unanimously adopted the resolution.

5.2 RIPE NCC Corporate Governance

Following discussion the Board agreed that at this point in time they do not want to adopt a substantial change to the RIPE NCC Corporate governance structure. They reported that they would like to improve on the clarity in registration with the Chamber of Commerce so that the structure is better reflected in the Chamber of Commerce.

ACTION EB289: The Board asked Axel to review the RIPE NCC's current Chamber of Commerce structure and propose an improvement of the structure for Executive Board approval.

6. Draft RIPE NCC Charging Scheme 2015

Jochem presented the Charging Scheme 2015 and brought forward three points of discussion for the Board:

1. Service fee for 2015

2. Sign-up fee for 2015

3. Legacy Resource Holder fee for 2015

The Board discussed membership fee levels in view of the current financial reserve levels. They also talked about the current high influx of members and possible need to adjust the sign-up fee accordingly. They examined the legacy resource holder policy and proposed to set-up a structure to cater for all options to cover legacy resources.

After some debate, the Board agreed on the details of the RIPE NCC Charging Scheme 2015 as follows:

- EUR 1,600 annual service fee
- EUR 2,000 sign-up fee

- EUR 50 per PI assignment
- No sign-up fee for legacy resource holders that become a member
- Legacy resources for members no PI fee
- Legacy resources via sponsoring LIR --> EUR 50 PI fee

- Legacy resources via direct contract --> EUR 1,600 service fee + sign-up fee

Resolution EB#92-R-04:

“The Executive Board approves the RIPE NCC Charging Scheme 2015 and tasks the Management to prepare this document for the General Meeting in May 2014.”

The Board unanimously adopted the resolution with changes to the proposed annual service fee and PI assignment as started above.

7. Implementation of Legacy Policy Proposal 2012-07

7.1 Documents needed to implement the Legacy Policy Proposal 2012-07

ACTION EB290:

Implementation of Legacy Policy Proposal 2012-07: The Board asked Axel to produce supporting notes and a presentation in preparation of the RIPE NCC General Meeting.

7.1.1 Draft Terms and Conditions RIPE NCC Services for Legacy Internet Resources of RIPE NCC Members

Resolution EB#92-R-05:

“The Executive Board approves the Terms and Conditions RIPE NCC Services for Legacy Internet Resources of RIPE NCC Members to be added to the Standard Service Agreement for Members that hold Legacy Internet Resources.”

The Board unanimously adopted the resolution.

7.1.2 Draft Terms and Conditions RIPE NCC Services for Legacy Internet Resources Agreement with a sponsoring LIR

Resolution EB#92-R-06:

“The Executive Board approves the Terms and Conditions RIPE NCC Services for Legacy Internet Resources Agreement with a sponsoring LIR.”

The Board unanimously adopted the resolution.

7.1.3 Draft Agreement between RIPE NCC and Legacy Internet Resource Holders

Resolution EB#92-R-07:

“The Executive Board approves the Agreement between the RIPE NCC and Legacy Internet Resource Holders.”

The Board unanimously adopted the resolution.

7.1.4 Draft Update Arbitration Procedure

Resolution EB#92-R-08:

“The Executive Board approves the updated RIPE NCC Arbitration Procedure and puts this forward to the General Meeting for approval.”

After a brief discussion the Board unanimously adopted the resolution.

7.1.5. Closure and De-Registration Procedure

Janos raised a point that legacy resources should be specified in the documentation on closures and de-registration procedures. The Board agreed to this suggestion and asked the RIPE NCC to update the RIPE NCC Terms and Conditions.

ACTION EB291: Closure and De-Registration Procedure: The Board asked that the RIPE NCC add the following to the terms and conditions: Revoke any certificates generated by the RIPE NCC certification service related to any legacy resources.

Resolution EB#92-R-09:

“The Executive Board approves the Closure and De-Registration Procedure.”

Amended as above the Board unanimously adopted the resolution.

8. Preparation General Meeting May 2014

8.1 Draft Agenda

Resolution EB#92-R-10:

“The Executive Board approves the agenda for the General Meeting in May 2014.”

The Board unanimously adopted the resolution.

8.2 Candidates for Executive Board Seats

The Board noted that there were three confirmed candidates and one nomination to date for the Executive Board elections.

9. External Relations

9.1 ICANN / IANA

Due to the recent NTIA statement, Axel had arranged to meet the Board in an informal meeting on Monday, 31 March 2014. This agenda point was covered in the meeting and therefore the Executive Board had nothing further to put forward within this agenda point.

Nigel thanked Axel and Paul for their updates on developments in ICANN.

9.2 NRO / RIRs

No specific items related to NRO/RIR activities were raised. Dmitry asked Axel to provide updates on future outcomes from I* meetings. Axel confirmed he would report from these meetings in his regular Board Reports.

9.3 ITU

Paul reported on the RIPE NCC's relations with the ITU. We are monitoring events and are working with the ITU Development Sector (ITU-D). Regional efforts are underway for cooperation in capacity building but it was reported that more details would follow from the WTDC conference in the first two weeks of April 2014.

9.4 RIPE

Axel reminded the Executive Board that there was a question raised regarding possible lunch tickets being offered to companions of RIPE Meeting attendees. After discussion, it was agreed not to offer lunch tickets.

9.5 IETF

Paul reported on the increased presence of RIPE NCC staff at the IETF. He reported that we are also following the recently developed public policy tracks that are organised at the IETF.

No other questions were raised.

10. AOB

- Possibility of Russian sanctions

Dmitry stated that the possible sanctions in the future against Russia are not clear. After brief discussion, the Executive Board agreed that it must maintain services to all members in the RIPE NCC service region as far as possible within the boundaries of law.

ACTION EB292: The Board asked the RIPE NCC to produce a document that outlines different scenarios of sanctions and actions that would be taken by the RIPE NCC.

Resolution EB#92-R-11:

“In light of recent events, the RIPE NCC Board reaffirms its commitment to maintain services as far as possible to all its members.”

The Chairman thanked the RIPE NCC and the Board members and closed the meeting at 12:00.

Outstanding Action Items:

EB277 12/12/2013 AP

The Board decided to transfer the funds from the Rabobank to the ABN AMRO bank.

Status 01/04/2014: In progress, received improved offer from Rabobank, Jochem liaised with Treasurer.

EB281 12/12/2013 AP

The Executive Board asked Axel for a mid-year update in 2014 on the progress on actions made from the key findings of the RIPE NCC Survey 2013.

Status 01/04/2014: In progress. Update at EB Briefing workshop in Dubai on 1 April 2014.

New Action Items:

EB284 01/04/2014 AP

The Board asked Axel to replace the current RIPE NCC financial auditors.

EB285 01/04/2014 AP

The Board asked Axel to produce an update of document EBD968 - RIPE NCC Treasury Statute for Board approval.

EB286 01/04/2014 AP

The Board asked Axel to produce a break down of the costs for RIPE Atlas over a period of three years and an outlook beyond 2014 to see the development on OPEX and CAPEX in the coming years. Furthermore, the Board asked to see a comparison between the current figures and a case where TTM and DNSMON services were continued in their current form in 2014 and beyond.

EB287 01/04/2014 AP

The Board asked Axel to prepare a minimum of two accounting firm options in time for the Executive Board meeting in June.

EB288 01/04/2014 AP

The Board asked Jochem to include details on the bond investments for the financial reporting at the upcoming RIPE NCC General Meeting in Warsaw.

EB289 01/04/2014 AP

The Board asked Axel to review the RIPE NCC's current Chamber of Commerce structure and propose an improvement of the structure for Executive Board approval.

EB290 01/04/2014 AP

Implementation of Legacy Policy Proposal 2012-07: The Board asked Axel to produce supporting notes and a presentation in preparation of the RIPE NCC General Meeting.

EB291 01/04/2014 AP

Closure and De-Registration Procedure: The Board asked that the RIPE NCC add the following to the terms and conditions: Revoke any certificates generated by the RIPE NCC certification service related to any legacy resources.

EB292 01/04/2014 AP

The Board asked the RIPE NCC to produce a document that outlines different scenarios of sanctions and actions that would be taken by the RIPE NCC.

Resolutions as adopted in EB#92:

EB#92-R-01

“The Executive Board approves the RIPE NCC Financial Report 2013”

EB#92-R-02

“The Executive Board approves the RIPE NCC Annual Report 2013.”

EB#92-R-03

“The Executive Board adopts the Document RIPENCC-EBD973, Functions & Responsibilities RIPE NCC Executive Board Members, as published on the RIPE NCC website.”

EB#92-R-04

“The Executive Board approves the RIPE NCC Charging Scheme 2015 and tasks the Management to prepare this document for the General Meeting in May 2014.”

EB#92-R-05

“The Executive Board approves the Terms and Conditions RIPE NCC Services for Legacy Internet Resources of RIPE NCC Members to be added to the Standard Service Agreement for Members that hold Legacy Internet Resources.”

EB#92-R-06

“The Executive Board approves the Terms and Conditions RIPE NCC Services for Legacy Internet Resources Agreement with a sponsoring LIR.”

EB#92-R-07

“The Executive Board approves the Agreement between the RIPE NCC and Legacy Internet Resource Holders.”

EB#92-R-08

“The Executive Board approves the updated RIPE NCC Arbitration procedure and puts this forward to the General Meeting for approval.”

EB#92-R-09

“The Executive Board approves the Closure and De-Registration Procedure.”

EB#92-R-10

“The Executive Board approves the agenda for the General Meeting in May 2014.”

EB#92-R-11

“In light of recent events, the RIPE NCC Board reaffirms its commitment to maintain services as far as possible to all its members.”