Minutes 163rd Executive Board Meeting

14-15 December 2022, Amsterdam


Author:	Daniella Coutinho
Date:	2022/12/19
Status:	Final

Attendees:

Ondřej Filip (OF), Chair
Maria Häll (MH), Member
Raymond Jetten (RJ), Treasurer
Christian Kaufmann (CK), Member
Remco van Mook (RvM), Member
Piotr Strzyżewski (PS), Secretary
Mirjam Kühne (MK), RIPE Chair (topic 1-4, 6–16)
Daniella Coutinho (DC), Executive Assistant, RIPE NCC (topic 1-12)
Fergal Cunningham (FC), Head of Membership Engagement, RIPE NCC (topic 1-4, 6–12), attending remotely on second day
Athina Fragkouli (AF), Chief Legal Officer, RIPE NCC (topic 1-4, 6–15)
Simon-Jan Haytink (SJH), Finance Manager, RIPE NCC (topic 1-4, 6–12)
Hans Petter Holen (HPH), Managing Director, RIPE NCC
Hisham Ibrahim (HI), Chief Community Officer, RIPE NCC (topic 1-4, 6–12), attending remotely
Eleonora Petridou, Chief Information Security Officer, RIPE NCC (topic 1-4, 6–12)
Kaveh Ranjbar (KR), Chief Information Officer, RIPE NCC (topic 1-4, 6–12)
Felipe Victolla Silveira (FVS), Chief Operations Officer, RIPE NCC (topic 1-4, 6–12)
Carolien Vos (CV), HR Director, RIPE NCC (topic 1-15)

Guests:

Fallon Albrecht, OR member, RIPE NCC (topic 5)
Petrit Hasani, OR member, RIPE NCC (topic 5)
Alena Muravska, OR member, RIPE NCC (topic 5)
Spencer Payton, OR member, RIPE NCC (topic 5)
Stephen Suess, OR member, RIPE NCC (topic 5)
Adonis Stergiopoulos, OR member, RIPE NCC (topic 5)
Derk Jan Koole, consultant from Mercer for benchmarking (topic 3.2)

Apologies:

Job Snijders (JS), Member

Day 1: 14 December 2022 13:30-18:00 (UTC+1)

1. Welcome and agenda

The Chair opened the meeting at 13:30 and welcomed everyone.

1.1 Apologies, new agenda points

The Chair noted all members of the RIPE NCC Executive Board (the Board) were present except Job Snijders, who sent his apologies ahead of the meeting. There were no additional agenda items requested.

1.2 Approval of minutes

Resolution EB#163-R-01
The RIPE NCC Executive Board approves the minutes of EB#161 and EB#162.

The RIPE NCC Executive Board unanimously adopted the resolution.

1.3 Conflict of Interest

None of the Board members noted a conflict of interest regarding the topics on the agenda.

1.4 Dates of next meetings

23-24 March 2023
21 May 2023, Board meeting ahead of RIPE 86
24-26 May 2023, RIPE NCC General Meeting
6-7 July 2023
12-13 October 2023
26 November 2023, Board meeting ahead of RIPE 87
29 Nov-1 Dec 2023, RIPE NCC General Meeting
13-14 December 2023

1.5 Conference Calendar

The Board discussed upcoming meetings and conferences of the RIPE NCC and the industry, and agreed who would be attending which event.

1.6 Action list review

Ongoing action items

Action EBD437 / 14/03/2022 / SJH
To evaluate the current treasury statute and propose a new version with more flexible options to invest by the Board meeting in June.
Status 30/06/2022: Ongoing. On agenda of EB#159 at topic 4.2. Simon-Jan will use the provided feedback to update the proposals.
Status 26/09/2022: Ongoing. A separate meeting of the Treasury Project group takes place on 29/09/2022. Afterwards the Board will be updated.
Status 14/12/2022: On agenda of EB#163 at topic 4.3.

Action EBD440 / 30/06/2022 / AF
To explore the risk of RIPE NCC’s operational dysfunction due to having Board members inaccessible and possible ways to mitigate this risk.
Status 26/09/2022: On agenda of EB#160 at topic 4.3. The proposed solution is included in the amendments of the Articles of Association and is subject to approval by the General Meeting.
Status 14/12/2022: Ongoing. The amendments to the Articles of Association were approved by the General Meeting in October 2022. Further steps to mitigate risks will be discussed at the next Executive Board meeting.

Action EBD441 / 30/06/2022 / AF
To perform an internal impact analysis on the operational details of the possible new structure for the RIPE NCC.
Status 26/09/2022: Ongoing. The possible new structure will be discussed at the next Executive Board meeting.
Status 14/12/2022: On agenda of EB#163 at topic 6.3.

Action EBD443 / 01/07/2022 / AF
To investigate ways in order to reduce the risk of obtaining fraudulent documents.
Status 26/09/2022: Ongoing. Discussed at EB#160, topic 4.2. Proceed with a full analysis of which documents would need notarisation and apostille.
Status 14/12/2022: On agenda of EB#163 at topic 6.5.

Action EBD444 / 26/09/2022 / AF
To make the amendments that were the outcome of the analysis of the Standard Service Agreement and LIR Account Agreement as presented during EB#160 and inform the Executive Board when the amendments are made.
Status 14/12/2022: Ongoing. The amendments will be discussed at the next Executive Board meeting.

Action EBD445 / 26/09/2022 / KR
To give an overview of the amount of online stored historic data of our services and discuss retention.
Status 14/12/2022: Ongoing. The overview of historic data will be given at the next Executive Board meeting.

Closed action items

Action EBD442 / 01/07/2022 / FC
To get a new voting system in place ahead of the General Meeting October 2022.
Status 26/09/2022: Ongoing. Discussed at EB#160, topic 4.2. Depending on the implementation of needed changes, the new system will be in place for the General Meeting in October 2022 or May 2023.
Status 14/12/2022: Done. The new voting system was implemented ahead of the General Meeting in October 2022.

Action EBD446 / 26/09/2022 / FVS
To consult stakeholders regarding the ‘Publish in Parent’ service of RPKI and make a new proposal based on the input received. In case there is no consensus, the decision should be brought back to either the IETF (SIDR Ops) or RIPE NCC Executive Board.
Status 14/12/2022: Done, FVS sent an email to the Routing Working Group and during EB#161 it was decided to move forward with the “Publish in Parent” service and the new Terms and Conditions were approved.

2. Report from the MD

Hans Petter Holen shared his update, in which he described how he is reporting during this meeting. His team will present the details of their areas in the coming two days on the basis of objectives and key results of the RIPE NCC in 2022, and look ahead with objectives and key results for 2023. He explained that the Objectives and Key Results (OKR) methodology ensures alignment and focus across the organisation and has an agile and dynamic approach.

2.1 AFRINIC

Hans Petter gave a status update on the latest developments in AFRINIC. The Board expressed their concerns for the lack of development and resolution of the issues.

2.2 Protecting resources

At the last Board meeting, EB#162, the Board discussed a proposal to further protect resources of Ukrainian networks. They asked the Managing Director to provide additional information before the Board could make a decision.

The impact analysis of four scenarios which apply temporary restrictions on Ukrainian resource holders with the goal of providing additional protection from losing their resources because of threats was discussed. All of the temporary solutions would be used in anticipation of a policy proposal that would create a clear basis for a permanent solution.

Resolution EB#163-R-02
The RIPE NCC Executive Board taking into account:

the concern expressed by Ukrainian members at the RIPE Meeting in October 2022;
the RIPE NCC’s commitment to be neutral and impartial;
the time needed for the formation of a permanent solution addressing these concerns through the Policy Development Process; and
the RIPE community’s support to accommodate a temporary solution

resolves to allow Members and End Users (represented by their sponsoring LIRs) to request the prevention of their resources from being transferred for a period of six months (until 1 July 2023).

The RIPE NCC Executive Board will review this resolution in six months and expects that in the meantime the RIPE community will develop a RIPE Policy for a permanent solution.

The RIPE NCC Executive Board also resolves that all transfer requests from Ukraine, including the pending ones, are only allowed if accompanied by notarised supporting documents.

The RIPE NCC Executive Board unanimously adopted the resolution.

3. HR

3.1 Status 2022 and plans 2023

Carolien Vos presented Human Resources activities, achievements and the main objectives and key results for 2022. Further, she shared the strategic priorities for 2023.

3.2 Benchmarking

The RIPE NCC remuneration strategy needs to support the employment and retention of talented staff from across the service region. A salary benchmark has been carried out by Mercer to ensure fair and attractive salaries. Carolien shared the details of the project and the new framework that has been developed with job profiles, policies and guidelines. Derk Jan Koole, Mercer, answered questions regarding the benchmarking. The Board appreciated the presentation and Hans Petter noted that the Board's role is limited to approving the budget for 2023.

3.3 Inflation 2022

Because of high inflation rates in Europe, Carolien shared the approach of the RIPE NCC. The latest inflation numbers from Statistics Netherlands (CBS) indicate an inflation just below 10% by the end of November 2022, which is in line with the proposed budget for 2023.

4. Finance

4.1 Financial report November 2022 & Fiscal Year estimate

Simon Jan Haytink presented the financial report for November 2022. The RIPE NCC remains in a financially stable position. The Board discussed the accounting treatment of postponed payment obligations and un-invoiced income from members in Ultra High Risk Countries, and Simon-Jan shared that he is discussing the matter with the auditors.

Income Ultra High Risk Countries (UHRC) (Iran & Syria) - postponed payment obligations

643 LIR accounts, estimated 935K EUR

Outstanding Invoices Russia - payment due date 31-12-2022

141 LIR accounts, 120K EUR

Outstanding Invoices Ukraine - payment due date 30-06-2023

168 LIR accounts, 173K EUR

Not invoiced due to confirmed sanctions and pending sanctions investigation (excludes UHRC)

33 LIR accounts, 26K EUR

4.2 Budget 2023

In September 2022, the draft Budget 2023 was published for the members together with the draft Activity Plan 2023. At the General Meeting October 2022, theBudget was presented and there were no comments or questions. Simon-Jan shared different calculations for increasing staff costs and inflation correction, but he advised to leave the proposed Budget 2023 unchanged.

4.3 Treasury statute

The Board previously asked for an evaluation of the current treasury statute and a proposal for a new version. Simon-Jan presented the outcome of the work of the project group and agreed to plan further meetings to work out details for the suggested options.

5. Works Council BOV

The Board had a consultation meeting (bijzondere overlegvergadering, BOV) with Hans Petter and the Works Council (Ondernemingsraad, OR) as laid out in the Works Councils Act, article 23.

The following items were addressed:

Inflation and market correction
The ongoing investigation of allegations of bullying of a RIPE NCC staff member by a member of the Executive Board
Reactions to the benchmark of salaries

The Chair adjourned the meeting at 18:07

Day 2: 15 December 2022 09:00-18:00 (UTC+1)

6. Corporate Governance

6.1 Review General Meeting

Fergal Cunningham presented a review of the RIPE NCC General Meeting October 2022, focusing on the experience with the new voting provider and topics that were brought forward by members.

6.2 Executive Board Elections 2023

At the RIPE NCC General Meeting May 2023, members will vote to elect three members to the Board, vote to discharge the Board, vote to approve the RIPE NCC Financial Report and vote to approve the RIPE NCC Charging Scheme 2024. Fergal shared the timeline that outlines the key dates that will be followed from the launch of the GM to the close of the objection period for the minutes in June 2023, three weeks after the GM.

6.3 Restructuring

The purpose of this work has been to identify possible corporate structures that would reduce risk and liability and ensure continuous delivery of services to all members across the service region while staying compliant with laws and regulations.

Athina Fragkouli shared a follow-up analysis on corporate governance and legal matters of the potential corporate restructure as presented to the Board on 30 June 2022 during EB#159.

Based on the analysis and the various options explored, it was recommended to establish a separate legal entity in Dubai fully owned by the RIPE NCC.

Action EBD447 / 15/12/2022 / HPH
The Board asked the Managing Director to provide a detailed plan and make preparations for setting up a legal entity in Dubai fully owned by the RIPE NCC.

6.4 Approval of amendments Terms and Conditions

Athina suggested small amendments to the terms and conditions of the IPv4 Transfer Listing Service.

The amendments clarify that members must publish only IPv4 addresses eligible for transfer and that the RIPE NCC may remove the publication of IPv4 addresses that are not eligible for transfer.

Resolution EB#163-R-03
The RIPE NCC Executive Board approves the proposed amendments to the IPv4 Transfer Listing Service Terms and Conditions.

The RIPE NCC Executive Board unanimously adopted the resolution.

Furthermore, Athina suggested small amendments to the terms and conditions for the Certified Professionals Service.

The amendments clarify the changes in the relationship between the RIPE NCC and Credly Inc. (the party responsible for issuance and distribution of Certificates), which used to be a subcontractor of PSI (the party responsible for provision of proctoring services).

Resolution EB#163-R-04
The RIPE NCC Executive Board approves the proposed amendments to the RIPE NCC Certified Professionals Service Terms and Conditions.

The RIPE NCC Executive Board unanimously adopted the resolution.

6.5 Fraudulent documents

On request of the Board, Registry Services and the Legal Department examined operational aspects of the requirement for notarisation of a limited number of documents the RIPE NCC receives. The types of documents identified for which the notarisation requirement could provide an additional layer of due diligence and limit the RIPE NCC’s liability relate to transfer requests, Standard Service Agreements and LIR Account Agreements falling under the highest level of due diligence required by the framework of the RIPE NCC that defines which information the RIPE NCC can request from members.

The Board agreed with the notarisation of documents in specific cases that are linked to the RIPE NCC’s framework as presented at RIPE 77.

Athina noted that in order to make the change, the external procedural documents need to be amended.

Resolution EB#163-R-05
The RIPE NCC Executive Board approves to request notarisation of documents supporting transfer requests above a certain risk level determined by the RIPE NCC.

The RIPE NCC Executive Board unanimously adopted the resolution.

The Board requested from the Managing Director to prepare the relevant amendments to the external procedural documents for approval.

Action EBD448 / 15/12/2022 / AF
To prepare amendments to the external procedural documents to allow for notarisation of documents in specific cases.

6.6 Country code for Kosovo

In May 2022, a discussion was initiated on the RIPE Database Working Group mailing list regarding the recognition of Kosovo. A request was made to use XK as its country code in the RIPE Database and in the RIPE NCC membership application process for parties that are legally established in Kosovo. XK is a user assigned code, not an officially assigned code. The Board discussed the various arguments that support the request, although most of the arguments raise operational issues. Ideally, Kosovo should be added to the ISO-3166-1 list that is used by all Regional Internet Registries as the standard for country codes. Hans Petter suggested a community effort to investigate what it would take to have a proper code for Kosovo. The Board did not come to a conclusion and decided to postpone the discussion.

7. RIPE

RIPE Chair Mirjam Kühne shared her report with the Board and covered the following topics:

Ongoing policy proposals that were withdrawn and might be resubmitted with suggested changes
Following up from RIPE NomCom recommendations, two new ripe-documents are open for community review
A new RIPE Task Force is being formed: Best Current Practices for DNS Public Resolvers
The importance to share ongoing EU policy discussions with the community early in the process to allow for better contribution
RIPE List moderation is continuing as agreed by community at RIPE 85
NRO elections - Process reviewed and document should be shared soon, including stricter requirements for candidates, similar to those for RIPE NCC General Meetings
Future RIPE Meetings (RIPE 86 in Rotterdam and solid proposals received for RIPE 87 and RIPE 88)

8. External Engagement & Community

Hisham Ibrahim presented on objectives and key results from 2022 and plans for 2023.
Mirjam added that over the years the RIPE NCC provided more funding for fellows and students to attend RIPE meetings. It was therefore suggested to increase the RIPE meeting fees to cover that and other increased costs. This was presented to, and agreed by, the community at RIPE 85. The Board asked for further developments in the area of IPv6, as quite some problems are related to IPv4 scarcity.

9. Activity Plan and Budget 2023

Hans Peter explained the changes from the draft version of the Activity Plan and Budget 2023 that was submitted for the General Meeting October 2022:

Rephrased description under the RIPE Database
Added additional information to explain significant FTE changes in Membership Administration and RIPEstat
Minor editorial changes

The budget and inflation was discussed extensively and the Board decided to approve the proposed break-even budget of 40M EUR revenue with a small surplus of 100K EUR noting that the Managing Director has the freedom to utilise necessary space in the budget to make the necessary salary adjustments following from the benchmark and current inflation.

Resolution EB#163-R-06
The RIPE NCC Executive Board approves the RIPE NCC Activity Plan and Budget 2023 and the publication of the document.

The RIPE NCC Executive Board unanimously adopted the resolution.

10. Information Security, Risk & Compliance

Eleonora Petridou gave an overview of Information Security at the RIPE NCC with operating principles and key service areas, and results of the 2022 assessment against the Critical Security Controls. Afterwards she presented on objectives and key results for 2022 and plans for 2023 that include introducing industry compliance standards for organisation-wide security controls and a maturity framework.

Afterwards, Eleonora shared the report for Integrated Risk Management of the last quarter. For the coming year she will focus on the introduction of a Risk Rating Matrix and the establishment of the Risk & Compliance function at the RIPE NCC. The risk appetite will be reviewed as part of this work and remains unchanged.

11. Registry

Felipe Victolla Silveira gave a presentation on objectives and key results for the Registry for 2022 and plans for 2023.

12. Information Services

Kaveh Ranjbar presented on Information Services objectives and key results and plans for 2023. Further he reported on the work on governance of the Root Server System by the RSS Governance Working Group. Kaveh ended with details on Capital Expenditure during 2022 for Information Services.

13. Investigation

The Board reviewed the deliverables of the external investigation.

The investigation was tasked to identify whether there have been violations of the RIPE NCC Code of Conduct from the moment the RIPE NCC Code of Conduct was applicable to the person in question, i.e. from the moment the person in question was elected as a member of the RIPE NCC Executive Board. From the deliverables of the external investigation, no violation of the RIPE NCC Code of Conduct was identified.

The Chair will follow up with a separate meeting with the board member in question.

The Managing Director and HR Director will communicate the outcome of the investigation to the employee and all RIPE NCC staff before the publication of the minutes.

14. Updating Articles of Association

The Board requested the Managing Director to investigate whether it is possible to amend the Articles of Association in order to allow the Board to temporarily suspend board members until a final decision is made by the GM. The Board also requested to investigate mechanisms for the assessment of Executive Board candidates before an election.

15. AOB

No additional topics were brought up.

16. Executive session

At the end of the meeting, the Board had an executive session with Hans Petter to assess the results of 2022 and provide feedback and recommendations. The Board expressed satisfaction with the work in 2022 and highlighted areas for improvements.

The Chair closed the meeting at 1900.

Resolutions

Resolution EB#163-R-01
The RIPE NCC Executive Board approves the minutes of EB#161 and EB#162.

The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#163-R-02
The RIPE NCC Executive Board taking into account:

the concern expressed by Ukrainian members at the RIPE Meeting in October 2022;
the RIPE NCC’s commitment to be neutral and impartial;
the time needed for the formation of a permanent solution addressing these concerns through the Policy Development Process; and
the RIPE community’s support to accommodate a temporary solution