Minutes 145th Executive Board Meeting


Author:	Daniella Coutinho
Date:	2021/06/24
Status:	Final

Attendees:

Christian Kaufmann (CK), Chairman
Falk von Bornstaedt (FvB), Leaving Member
Ondřej Filip (OF), Treasurer
Raymond Jetten (RJ), Member
Remco van Mook (RvM), Member
Maria Häll (MH), Member
Job Snijders (JS), Member
Piotr Strzyżewski (PS), Secretary

Daniella Coutinho (DC), Executive Assistant, RIPE NCC
Fergal Cunningham (FC), Head of Membership Engagement, RIPE NCC
Athina Fragkouli (AF), Chief Legal Officer, RIPE NCC
Hans Petter Holen (HPH), Managing Director, RIPE NCC
Mirjam Kühne (MK), RIPE Chair
Kaveh Ranjbar (KR), Chief Information Officer, RIPE NCC
Felipe Victolla Silveira (FVS), Chief Operations Officer, RIPE NCC
Carolien Vos (CV), HR Director, RIPE NCC

Guests:

Chris Buckridge (topics 5-15)
Maxim Burtikov (topics 6-7)
Simon-Jan Haytink (topics 4-15)
Marco Hogewoning (topics 5-15)
Hisham Ibrahim (topics 5-15)
Vesna Manojlovic (topic 12)
Rumy Spratley-Kanis (topics 5-15)
Jeroen van Velden (topics 4, 9)

Day 1: 21 June 2021

1. Welcome and agenda

The Chairman opened the meeting at 09:00 and welcomed everyone.

1.1 Apologies, new agenda points

The Chairman noted that all members of the RIPE NCC Executive Board (the Board) were present. No additional agenda topics were brought forward.

1.2 Approval of minutes

Resolution EB#145-R-01
The RIPE NCC Executive Board approves the minutes of EB#142, EB#143 and EB#144.

The RIPE NCC Executive Board unanimously adopted the resolution.

1.3 RIPE Atlas Probes Contract

Following up on the discussion at EB#142 and action EBD421, the RIPE NCC provided additional information concerning the new RIPE Atlas probes that confirmed the purchase process had been followed. The Board appreciated the information regarding the contract. The contract amount is within the Power of Attorney (PoA) of the Managing Director. The Board has no objections to the signing of the contract in accordance with the PoA.

1.4 Dates of next meetings

All meetings will be virtual until Hans Petter Holen indicates otherwise.

23-24 September 2021
29 October 2021 (addition to usual schedule)
19 or 22 November 2021, Board briefing ahead of RIPE 83
24-26 November 2021, General Meeting
15-16 December 2021

The Board would appreciate an earlier start time (16:00) for the General Meeting on 24 November 2021, to attract more members and to avoid days with excessive working hours. After discussing with the RIPE Chair, it was agreed she would consider the consequences for the schedule of RIPE 83 and talk to the RIPE Programme Committee (PC), Working Group (WG) Chairs and consult with the community.

Action EBD425 / 21/06/2021 / MK:
To consider the consequences of amending the start time of the GM and seek feedback from the RIPE PC, WG chairs and community, and inform the Board on the possibilities before the end of August 2021.

1.5 Action list review

Action items in progress

Action EBD415 / 08/09/2020 / GvB
To improve transparency in the purchases by separating consultancy in the Finance Report.
Deadline: Briefing Session before RIPE 81
Status 11-12-2020: In progress.
GvB provided an improved report for topic 3.3, but further improvements can be made.
Status 12-03-2021: In progress
Status 21-06-2021: In progress, to be included in monthly finance report

Closed action items

Action EBD421 / 11/03/2021 / KR
To provide further details about potential devices and vendors for RIPE Atlas probes and share the Finance procurement method with the Board.
Status 21-06-2021: Done, additional information was shared by email on 24-03-2021.

Action EBD422 / 11/03/2021 / HPH
To share the position paper on regulatory developments with the NRO.
Status 21-06-2021: Done, paper was shared with NRO on 16-03-2021 and NRO EC asked PACG to start a coordination effort on regulatory developments to the RIRs.

Action EBD423 / 11/03/2021 / FC
To publish the document “Board Remuneration” as RIPE Document.
Status 21-06-2021: Done, document is published as ripe-753 on 26-03-2021.

Action EBD424 / 11/03/2021 / HPH
To amend the wording of the Board Travel Policy and have it approved by the Board by email afterwards.
Status 21-06-2021: Done, Board Travel Policy has been updated and approved by email.

2. Fiduciary duties of the Board

Athina Fragkouli explained the duties and liability of the Board, as an introduction for the new Board member Job Snijders and as a refresher for the other Board members. Additionally, the presentation described the structure of the association, the powers and responsibilities of the members, the General Meeting, the Board and the Management Team.

The Board asked to add the different obligations for the roles of Chair, Treasurer and Secretary.

3. Report from the MD

Hans Petter Holen shared his report, which covered the status of priorities and HR including recruiting, organisational changes, long-standing tickets in the Registry and integrated risk management.

4. Financial report May 2021

The Finance report for May 2021 has been shared. Simon-Jan Haytink presented the highlights of the report and the estimates for 2021. The main message was that the RIPE NCC remains in a healthy financial position.

5. Strategy, Activity Plan and Budget – Process

Fergal Cunningham provided an insight into the process of developing the RIPE NCC Strategy 2022-2026. The timeline to publish the draft Strategy 2022-2026 is aligned with the timeline of the Draft Activity Plan and Budget 2022.

6. Strategy discussion

RIPE NCC staff carried out an analysis to get insight into the political, economic, social, technological, legal and environmental factors likely to impact the RIPE NCC in the coming years. Fergal presented this analysis, along with strengths, opportunities and areas for investment and the Board discussed these factors in-depth.

7. RIPE

The RIPE Chair, Mirjam Kühne, gave an overview of the developments in RIPE from the last few months.

All RIPE documents related to RIPE Governance are now tagged with the new category ‘RIPE Governance’, making them more accessible and easier to find: https://www.ripe.net/publications/docs/ripe-documents/ripe-governance
The final text of the Code of Conduct will be published shortly by the Task Force on the RIPE mailing list.
The RIPE Database Requirements Task Force is restructuring their report based on community feedback received during RIPE 82 and will publish the next version shortly.
Thanks again to RIPE NCC staff for the great organisation of RIPE 82! We received a lot of positive feedback. RIPE is probably one of the best online events by now. Of course people miss physical meetings.
Starting to discuss impact and consequences of a possible hybrid RIPE 83 meeting.
The scope and future of Regional Meetings needs to be discussed now the number of local NOGs are increasing. The RIPE Chair wants to see how the regional meetings can be better embedded in the RIPE community.
There was some frustration in the community about the lack of engagement with respect to RIPE NCC's cloud strategy. The RIPE Chair very much welcomed the new developments and engagement on the RIPE NCC Services WG list and hoped that this will continue. She is also working with the Routing Working Group Chairs to organise an interim meeting focusing on RPKI before the summer break.
Good to see the role of the RIPE NCC as secretariat for the RIPE community is mentioned in the Activity Plan.
The RIPE Chair team is working on a document about the roles and participation of RIPE NCC staff in the RIPE community. They are also happy to help with some "community onboarding" for RIPE NCC staff to increase the general understanding of the RIPE community.

Day 2: 22 June 2021

8. Finance

Hans Petter presented guiding principles for the Budget 2022, touching on the surplus and salary costs. The Board agreed with the guidelines.

Simon-Jan presented a discussion on Treasury. The Board asked for this discussion because of ongoing negative interest rates. The Treasury Statute has always been very conservative and the Board wants to keep a cautious approach, retaining the reserves if possible. It was agreed that Simon-Jan and Ondrej will look at the options for portfolio management and share the outcome at the next Board meeting.

Action EBD426 / 22/06/2021 / OF, SJH
To investigate options for portfolio management for treasury and share the outcome in the September Board meeting.

Hans Petter delivered a presentation, laying out principles for the RIPE NCC Charging Scheme, potential components and ways forward. Maintaining the current approach has growing costs. The Board discussed various options and agreed on the following steps:

Membership survey
Open house to discuss survey findings
Principles presented or possibly voted on at the November GM 2021
Possible new charging scheme using updated model voted on at GM May 2022

9. Structure

Hans Petter shared a presentation on the structure of the RIPE NCC, focusing on a workforce that reflects the diversity of the members, the possibility to work cross border and the legal limits, options for development hubs and branch offices, and consultants.

The Board was supportive of the need for a diverse staff and measures to ensure that. Therefore it was agreed to continue to pursue recruiting a diverse workforce reflecting the international diversity of our membership across our service region and to offer flexible working conditions with regards to working location and mobility, as long as it contributes to the objectives of the RIPE NCC, while maintaining a reasonably efficient administration.

This will be prioritised in next year’s Activity Plan and Budget.

10. Services

The importance of various services for the operation of the Internet and the operation of the RIPE NCC were discussed. Valuing assets is standard input for risk management and supports setting priorities. The Board noted they would like to see a product portfolio of the services.

11. Update Terms and Conditions RPKI

Athina Fragkouli presented on the proposed amendments to the RIPE NCC Certification Service Terms and Conditions for the RIPE NCC RPKI services. Next to some clarifications, End Users are added as the RIPE NCC Certification Service is provided not only to the RIPE NCC Members, but also to End Users. The Board agreed with the proposed changes.

Resolution EB#145-R-02
The RIPE NCC Executive Board approves the proposed amendments to the “RIPE NCC Certification Terms and Conditions”.

The RIPE NCC Executive Board unanimously adopted the resolution.

12. Technology, Cloud, Security

12.1 Cloud

Hans Petter stated that the RIPE NCC heard concerned voices in the community in several areas regarding the cloud strategy. It became clear that a review of the cloud strategy is needed. The requirements for the services that are provided to the members, and community at large, must be well-defined and agreed upon before changing the design of the services.

A clear distinction should be made between external services and internal services, while understanding the dependencies. Furthermore, the objectives need to be clearly separated from the consequences.

A RIPE Labs article has been published to communicate the understood requirements to the community: https://labs.ripe.net/author/felipe_victolla_silveira/ripe-ncc-and-the-cloud-lets-start-again/

Hans Petter noted the plan to engage with the community through an open house before amending the strategy, as part of Activity Plan and Budget 2022. The Board agreed with the proposed plan and timeline.

12.2 TF-CSIRT

Chris Buckridge presented a proposal to support the Task Force on Computer Security Incident Response Teams (TF-CSIRT), which is looking for a new administrative home. The RIPE NCC is currently an accredited member of TF-CSIRT. Various options have been considered, and the most straightforward option would be an increased financial contribution for the purposes of TF-CSIRT administration.

The Board provided feedback and stated they feel informed. They are supportive of Hans Petter deciding on the details and asked to be informed periodically.

13. Registry

Felipe Victolla Silveira set forth the Registry Strategy for 2022 and beyond, looking at the driving forces that shape the future and strategic focus points to address the challenges.
The Board discussed automating and digitising the Registry where possible.
Possible directions for the RIPE Database and RPKI Trust Anchor were outlined, including security aspects. The Registry and budget for RPKI needs to expand to be able to handle the increasing work.

The Board agreed with the general direction of the strategy for the Registry.

14. Learning and Development

Rumy Spratley-Kanis presented the forecast for 2022 and beyond for Learning and Development. She explained the goals and services, gave an overview of Certified Professionals and training delivery and shared KPIs.

The Board discussed the various topics and valued the progress.

15. AOB

Meeting with the Works Council

Hans Petter shared a meeting request from the RIPE NCC Works Council. They would like to meet the Board twice a year, as was the practice. Since the Board meetings have a full agenda, a separate meeting will be scheduled. The coming meeting will be scheduled before the Board’s approval of the Activity Plan, to allow the Works Council to give input.

Review General Meeting May 2021

Hans Petter asked the Board for their impression of the General Meeting in May 2021. The Board was satisfied with the proceedings of the General Meeting.

Rob Blokzijl Foundation, bylaw changes

Christian Kaufman noted that he was contacted by the Chair of the Rob Blokzijl Foundation. The Articles of Association of the Rob Blokzijl Foundation state that if the member is appointed due to a RIPE NCC Executive Board membership, the membership of this board member is terminated upon termination of the RIPE NCC Executive Board membership (Article 5.7.6 of the Foundation AoA). This is the case for Falk von Bornstaedt.
Nigel Titley, Chair of the Rob Blokzijl Foundation, proposed a change to the Articles of Association, decoupling the Rob Blokzijl Foundation board member representing the RIPE NCC Executive Board from direct membership of the Board.

The RIPE NCC Executive Board acknowledged the proposed change and asked Falk if he was interested in staying on the Rob Blokzijl Foundation Board. Falk confirmed his interest.

Resolution EB#145-R-03
The RIPE NCC Executive Board appoints Falk von Bornstaedt to the Board of the Rob Blokzijl Foundation, provided that the Rob Blokzijl Foundation amends the Articles of Association so that the board member appointed by the RIPE NCC Executive Board does not have to be a member of the RIPE NCC Executive Board.

The RIPE NCC Executive Board unanimously adopted the resolution.

Thanking Falk

Christian pointed out that this was the last Board meeting for Falk von Bornstaedt. The Board thanked and appreciated Falk for his work during his three-year team on the Board. Falk in return thanked the Board for the good cooperation and interesting times.

The Chairman adjourned the meeting at 14:00 (UTC +2).

Resolutions

Resolution EB#145-R-01
The RIPE NCC Executive Board approves the minutes of EB#142, EB#143 and EB#144.

The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#145-R-02
The RIPE NCC Executive Board approves the proposed amendments to the “RIPE NCC Certification Terms and Conditions”.

The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#145-R-03
The RIPE NCC Executive Board appoints Falk von Bornstaedt to the Board of the Rob Blokzijl Foundation, provided that the Rob Blokzijl Foundation amends the Articles of Association so that the board member appointed by the RIPE NCC Executive Board does not have to be a member of the RIPE NCC Executive Board.

The RIPE NCC Executive Board unanimously adopted the resolution.

Action items

Action items in progress

New action items

Action EBD425 / 21/06/2021 / MK
To consider consequences of amending the start time of the GM and seek feedback from RIPE PC and WG chairs, and inform the Board on the possibilities before the end of August 2021.

Action EBD426 / 22/06/2021 / OF, SJH
To investigate options for portfolio management for treasury and share outcome in the September Board meeting.

Closed action items

Action EBD423 / 11/03/2021 / FC
To publish the document “Board Remuneration” as RIPE Document.
Status 21-06-2021: Done, document is published as ripe-753 on 26-03-2021.

Action EBD424 / 11/03/2021 / HPH
To amend the wording of the Board Travel Policy and have it approved by the Board by email afterwards
Status 21-06-2021: Done, Board Travel Policy has been updated and approved by email.