Minutes 172nd Executive Board Meeting

13-14 December 2023, Amsterdam


Author:	Daniella Coutinho
Date:	2023/12/19
Status:	Final

Attendees:

Ondřej Filip (OF), Chair
Maria Häll (MH), Member
Raymond Jetten (RJ), Treasurer
Remco van Mook (RvM), Member
Job Snijders (JS), Member
Piotr Strzyżewski (PS), Secretary

Mirjam Kühne (MK), RIPE Chair (topic 1-5, 9-14)

Daniella Coutinho (DC), Executive Assistant, RIPE NCC (topic 1-14)
Fergal Cunningham (FC), Head of Membership Engagement, RIPE NCC (topic 1-5, 9-14)
Athina Fragkouli (AF), Chief Legal Officer, RIPE NCC (topic 1-14)
Simon-Jan Haytink (SJH), Chief Finance Officer, RIPE NCC (topic 1-5, 7-14)
Hans Petter Holen (HPH), Managing Director, RIPE NCC (topic 1-15, 17)
Hisham Ibrahim (HI), Chief Community Officer, RIPE NCC, attending remotely (topic 1-5, 7-14)
James Kennedy (JK), Chief Registry Officer, RIPE NCC, attending remotely (topic 1-5, 9-14)
Eleonora Petridou (EP), Chief Information and Security Officer, RIPE NCC (topic 1-5, 7-14)
Carolien Vos (CV), Chief Human Resources Officer (topic 1-14)

Guests:

Fallon Albrecht, OR member, RIPE NCC (topic 6)
Carlo Berto, OR member, RIPE NCC (topic 6)
Ondřej Caletka, OR member, RIPE NCC (topic 6)
Spencer Payton, OR member, RIPE NCC (topic 6)
Riccardo Stagni, OR member, RIPE NCC (topic 6)
Lina Tarasonyte, OR member, RIPE NCC (topic 6)

Apologies:

Harald A. Summa, Member
Felipe Victolla Silveira, RIPE NCC

Day 1: 13 December 2023

09:00-16:00 (UTC +1)

1. Welcome and agenda

The Chair opened the meeting at 09:15 and welcomed everyone.

1.1 Apologies, new agenda points

The Chair noted not all members of the RIPE NCC Executive Board (the Board) were present. Harald A. Summa sent his apologies for both days, and Job Snijders arrived during topic 1.5. No additional items were added to the agenda.

1.2 Approval of minutes

Resolution EB#172-R-01
The RIPE NCC Executive Board approves the minutes of EB#168, EB#169, EB#170 and EB#171.
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

25 March 2024, Amsterdam
22-24 May 2024, RIPE NCC General Meeting
24-25 June 2024, Amsterdam
19-20 September 2024, Amsterdam
30 Oct-1 Nov 2024, RIPE NCC General Meeting
11-12 December 2024, Amsterdam

1.5 Conference Calendar

The Board discussed upcoming meetings and conferences of the RIPE NCC and the industry, and they agreed on who would be attending which event. It was noted that the Government Roundtable meeting in Brussels is likely to take place in mid-February.

1.6 Action list review

Ongoing action items

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.

Status 23/03/2023: Discussed at EB#165, topic 7.1. Athina Fragkouli presented the requirements for the new entity, and the Board asked to move forward with the proposed structure.

Status 28/06/2023: Ongoing. The required documentation for the setup of the legal entity is ready and can be signed after the advice of the Works Council has been received and considered.

Status 06/10/2023: Ongoing. Advice from the Works Council with respect to staff contractual agreements and transparency on the setup was received, discussed and taken into consideration. Final tax advice is awaited before we move forward with the setup of the legal entity.

Status 13/12/2023: On the agenda of EB#172, topic 9.3.

1.7 Report from the MD

Hans Petter Holen gave an overview of the upcoming presentations in this meeting and which objectives would be reported on by whom. All reporting staff were asked to give an update on the status of the objectives and key results of 2023 in their area and to highlight the plans for 2024. A detailed presentation by the Managing Director was shared at the end of the second meeting day.

2. External Engagement and Community

Hisham Ibrahim shared what External Engagement and Community undertook in 2023 regarding the following objectives:

Supporting an open, inclusive and engaged RIPE community
Being resilient to political, legislative and regulatory changes
Increasing community knowledge through learning and development activities
Being a centre of excellence for data, measurements and tools that provide insight on the Internet and its operation

Further, Hisham reported on the key areas of strategic focus in 2024, and he asked the Board about geodiversity in submissions for the Community Project Fund (CPF). The Board was of the opinion that the quality of submissions and projects supporting the Good of the whole Internet is more important than location. It was suggested to provide guidance for applicants on how to make good submissions for the CPF.
Hisham asked the Board to consider increasing the budget by 200 kEUR for national engagements following requests at the General Meeting, as the reduction of budget from 2024 takes money away from community efforts. The Board asked some clarifying questions and agreed to come back to this topic on the second meeting day.

3. Registry

James Kennedy reported on the objectives for 2023 in the Registry. Service levels were regarded as high by the members, and considerable sanctions compliance efforts are ongoing, while an accurate registry remains a goal. The registry processes are being reviewed during an audit by an external company. In 2024 the focus lies on improving operational efficiency and costs, and a community consultation will be started in order to establish general consensus on RIPE NCC’s future role in relation to the IPv4 market. The output of the consultation will be input to the 2025 Activity Plan and Budget.

4. Human Resources

4.1 HR status 2023 and plans 2024

Carolien Vos presented the highlights of 2023 for Human Resources, touching on staff engagement and culture, HR policy and processes, and the organisational structure. Processes have been established for staff to deal with unacceptable behaviour and to fulfil the new whistleblower legislation. In the future, the processes will become available to external suppliers and members in line with the new regulations.
Carolien also shared the proposed objectives for 2024. Further, the status of Central Support (Facilities, Administration and Travel) was shared.

4.2 Benchmark report

In 2023, a new salary framework was implemented, and in October, the salary scales were assessed by an external company during a benchmark based on 2023 market data. The conclusion was that for 81% of the RIPE NCC staff, the salary scales are above the 75th percentile (meaning that 75% of the organisations submitting salary data pay less).

5. Finance

5.1 Financial Report November 2023

Simon-Jan Haytink shared the financial report for November 2023 and informed the Board of the minor updates compared to his presentation during the last General Meeting (GM). The income is 4% under budget, but with an expenditure of 8% under budget, it is likely we will have a surplus.
The RIPE NCC is still looking for a solution to invoice and receive payments from Ultra High- Risk Countries. The Board discussed the different alternatives to receive fees from Ultra High-Risk Countries and noted that a solution needs to be acceptable to the banks.

5.2 RIPE NCC Budget 2024

The Budget 2024, as presented by Hans Petter at the last GM, was highlighted by Simon-Jan and he asked the Board if there is a need for change. He noted he is reluctant to increase the costs because it will result in a negative operating result. Final approval of the Budget 2024 is planned for the second meeting day, when all aspects of 2024 are considered, including the feedback of the Works Council.

5.3 RIPE NCC Budget 2025 and beyond

Simon-Jan shared high-level estimates for 2025-2027 and requested guidance from the Board. Some ideas were discussed:

Increasing fees for the members across the board by 10% to cover the cost of the current activities adjusted for inflation and to take into account the expected reduction in LIRs
Exploring fees for independent resources
Creating better explanations for voters to highlight what they are voting for
Correcting inflation for the years where the fees were not increased
Ensuring the GM stays in full control of the Charging Scheme
Convincing the GM of the need to increase fees to ensure the stability of the RIPE NCC and ask them to vote on it
Aiming to cover expected cost levels up to 2026
Engaging with the members and possibly setting up a taskforce in 2025 for changes in the Charging Scheme Model, similar to 2014
Keeping the projected income the same in case different models are presented to the GM
Next year, covering the fees at risk from the reserves rather than from the operational budget
Keeping the charging scheme model simple until 2026

6. 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:

Meeting the new Works Council members and introducing the Board members
GM November 2023 - it was the first time that a representative of the Works Council attended the GM as an observer, and it was good to experience the emotions in the room and hear the feedback of members who were appreciative of the staff.
Board comments on a letter from the Works Council - the Board reassured the Works Council they do not want to reduce staff or activities in 2024.
Future matters regarding costs versus services - the Articles of Association do not give details on which services the RIPE NCC should provide. The Board is accommodating to most services, but ultimately the members have the last word.

7. Country codes

In December 2022, during EB#163, the Board discussed a possible country code for Kosovo. The RIPE NCC’s recommendation was to maintain the status quo and to continue to follow the ISO 3166-1 list for officially assigned country codes and not to allow the use of user-assigned codes.

Hans Petter explained how ISO 3166-1 codes are assigned. The ISO 3166-1 Maintenance Agency only assigns codes after the UN Statistics Division has assigned a UN identifier following a resolution by the UN Security Council or the UN General Assembly. Kosovo has not yet been fully recognised by the UN. For comparison, Palestine has been added to ISO 3166-1 based on a UN observer status.

During RIPE 87 in Rome, a representative from the Kosovo National Research and Education Network (NREN) was looking for guidance on obtaining an ISO 3166-1 code. Any interested party can engage with their national diplomatic services in order to establish a formal status for Kosovo in the UN.

8. Selection CPF members

The selection committee for the RIPE NCC Community Projects Fund (CPF) is comprised of five volunteers from the RIPE community and a member of the RIPE NCC Executive Board. Each member of the committee has committed to serving a minimum term of one year (and a maximum of three) to ensure continuity.
Three members are leaving the CPF committee, so a call for volunteers was open from Friday, 3 November to Thursday, 30 November. Interested individuals were encouraged to come forward and continue the exemplary work of the departing committee members in supporting meaningful community projects. The call for volunteers resulted in 15 candidates.

The Board was pleased to see the interest in the CPF and thanked all the candidates for making themselves available. After consideration, the Board selected Lidia Stępińska-Ustasiak, Sami Salih and Nuno Garcia.

Resolution EB#172-R-02:
The RIPE NCC Executive Board appoints Lidia Stępińska-Ustasiak, Sami Salih and Nuno Garcia to the available seats on the Community Projects Fund Selection Committee to serve a minimum term of one year and a maximum of three years.
The RIPE NCC Executive Board unanimously adopted the resolution.

The Chair adjourned the meeting at 16:30.

Day 2: 14 December 2023

09:30-17:00 (UTC +1)

9. Corporate governance

9.1 Review RIPE NCC General Meeting November 2023

Fergal Cunningham presented the review of the General Meeting (GM). The GM took place from 29 November to 1 December. 1,532 members registered votes, and 1,204 cast votes. Both resolutions presented to the members were approved (redistribution of surplus/deficit 63.18%; Articles of Association changes 80.81%).
Discussions were focused mainly on the Activity Plan and Budget 2024, and the feedback was largely positive, with related suggestions mainly in support of efforts to compensate staff and maintain funding for outreach and government engagement. The Board asked to look at different languages for the voting platform, which now is managed by the RIPE NCC.

Action EB451 / 14/12/2023 / FC
To investigate the feasibility of using translations in relation to the voting platform and report back to the Board.

The Board received a request at the GM for funding support for members of the Program Committee. While the Board is positive, the process for requesting financial support for the Working Group chairs is a community document, and an update needs to be made with the community. RIPE Chair Mirjam Kühne will do an analysis together with the RIPE NCC to see who gets free tickets to the RIPE Meeting and what costs are involved. The RIPE Chair already has the ability to waive the meeting fee in special circumstances.

Action EB452 / 14/12/2023 / MK
To analyse the impact of financial support of the RIPE Programme Committee.

9.2 Executive Board Elections 2024

Fergal shared the timeline for the GM in May 2024, during which an election will take place to fill two seats on the Board. The Board will be responsible for selecting members for the Executive Board Election Code of Conduct Team. The Board acknowledged the timeline.

The Board asked to add an Open House on the Charging Scheme one week before the March Board meeting, so the Board can take the comments from the members into account when discussing the Charging Scheme at their meeting.

9.3 Restructuring of the Dubai legal entity

A status update on the setup of the legal entity in Dubai was given by Hans Petter. The legal entity should be established at the beginning of 2024, and after that, a decision on the service structure will be made. Further details will be shared at the next Board meeting.

10. RIR matters

10.1 RIPE

RIPE Chair Mirjam Kühne gave an overview of the developments in the RIPE community.

1. RIPE Review:

RIPE 87:
- Good participation (both onsite and online)
- Lots of praise for Sandra Gijzen and the entire Events team who put together this meeting under difficult circumstances
- Local Hubs: Great initiative. Would like to see some more analysis, but initial feedback was very positive
- A relatively high number of COVID (and non-COVID) infections:
  - will consider being more proactive with providing face masks and tests
  - will remind and urge participants to take responsibility when ill

RIPE Meeting Planning
- Together with Hisham and the Events Team consider more transparency about planning, selecting hosts and limitations of meeting venues
- The target is to sign contracts at least two years ahead of the meetings

DNS Task Force is developing Best Current Practices for Open DNS Resolvers and published a preliminary report

Policy 2023-04 (Add status field for IPv4 assignments AGGREGATED-BY-LIR) is now in review phase until 20 December
Review of IPv6 policy is ongoing

Discussion on Anti-Abuse WG mailing list on verifying abuse-c data (similar to discussion two years ago)

Continued attention to government activities, and note that the Cooperation Working Group is planning an online session on eIDAS

Selections for PC, WG chairs and NRO NC
- The RIPE Chair was pleased to see many candidates for the available roles
- New volunteers for the CoC Team have been appointed

Training modules for new and future RIPE WG chairs are available in the RIPE NCC Academy with thanks to RIPE NCC Learning & Development Team

The RIPE Chair is working with a number of WG chairs to review their selection processes to reduce confusion and use best practices

We have a new RIPE Logo!
- Thanks to Miguel Bastos for finding this elegant solution!
- All materials are being amended

2. RIPE Chair NomCom

The Board needs to appoint the Chair of the RIPE Nominating Committee early next year.

Hans Petter suggested that all Board members think about potential RIPE NomCom Chair candidates before the March meeting.

10.2 Rob Blokzijl Foundation

Falk von Bornstaedt was appointed by the Board to the Rob Blokzijl Foundation. Falk indicated it would be good to appoint a successor. Hans Petter asked the Board to consider options for this role.

The previous donation by the RIPE NCC to the Foundation was in 2016. Now there is some room in the forecast for 2023, it was proposed to donate some more funding. The Board noted this donation is not only for prize money but also for other costs such as travel funds.

Resolution EB#172-R-03:
The Board agrees to donate 50 kEUR to the Rob Blokzijl Foundation for the foundation to support its mission.
The RIPE NCC Executive Board unanimously adopted the resolution.

10.3 AFRINIC

Hans Petter and Athina Fragkouli gave an overview of the latest developments within AFRINIC, as concerns remain regarding the future. The RIPE NCC is working closely with the other RIRs and ICANN to monitor the ongoing situation and find a way forward to support AFRINIC in holding membership elections for a new Board of AFRINIC.

10.4 APNIC EC/RIPE NCC Joint Board meeting

On 25 November 2023 in Rome, the APNIC Executive Council and the RIPE NCC Executive Board had a full-day joint meeting as a follow-up from a joint meeting in 2019.

From the joint meeting, taking into account earlier actions, the following takeaways were formulated:

Explore joint Board meeting/summit of all RIRs
RPKI Suggestions:
- More visible/transparent and consistent signing ceremony
- Explore the creation of a single Joint RPKI trust anchor (tech, legal, org, etc.)
- APNIC: make a public snapshot archive of RPKI data from all the RIRs, similar to the RIPE NCC
Analyse corresponding activities and identify staff counterparts in annual strategic plans
Restart the “Create a single distributed registry” plan from the 2019 meeting.

Hans Petter explored the actions and impact on the RIPE NCC in a presentation and noted no substantial work could be added to the Activity Plan in the first half year.

11. Information Security, Risk & Compliance

Eleonora Petridou presented the Objectives and Key Results of 2023 for Information Security, Risk and Compliance

No major information security incidents with material impact occurred during 2023
A new Information Security Management System following the ISO 27001 standard was established
A security awareness program for RIPE NCC employees was launched
Security vulnerabilities have been reduced but are not yet policy compliant
The Enterprise Risk Management framework is redesigned and providing new risk insights

From the redesign of the Risk Management framework, new risk appetite statements have been defined and presented to the Board. Eleonora explained that rather than having a single risk appetite that would apply to the entire RIPE NCC, a more fine-grained solution with risk appetites applied for different areas such as financial, legal and organisational risk is proposed. The risk appetite statements will be revised and presented to the Board for new approval upon significant changes in the RIPE NCC risk profile as identified through the risk management process and the Risk Management Policy yearly review.

Eleonora ended with sharing the plans for 2024.

Resolution EB#172-R-04:
The RIPE NCC Executive Board approves the risk appetite statements as presented during EB#172.
The RIPE NCC Executive Board unanimously adopted the resolution.

12. Technology

Hans Petter presented the Technology 2023 update and 2024 objectives on behalf of Felipe Victolla Silveira. For Technology, the 2023 objectives were having a solid cloud strategy (offer on-premise and cloud solutions), modernising the Hadoop cluster by building a tiered storage solution, ensuring uptime of critical services, replacing SSO of the LIR Portal (KeyCloak), keeping costs within budget and increasing employee engagement. This work will continue in 2024, and additionally, the OKR methodology will be established in Technology.
The Board also complimented the post-mortem that was written after the AuthDNS incident in November.

13. RIPE NCC Activity Plan and Budget 2024

13.1 Increasing External Engagement and Community budget

Following the presentation around External Engagement and Community on the first meeting day by Hisham, he gave further details on Community and Engagements costs and asked to raise the budget by 200 kEUR to be able to do more local engagements as the community efforts are suffering from the reduction in budget and it would be a pity to lose relations that have been established over the last years. He noted that this was also mentioned several times at RIPE 87 and the GM. The Board thoroughly discussed the different possibilities and came to the conclusion that outreach and Internet governance are very important and agreed to increase the budget.

13.2 Increasing personnel budget

After the BOV meeting of the first meeting day, the OR sent a message to the Board on the Draft Activity Plan and Budget 2024 in which they requested an additional increase in the budgeted personnel costs to leave room for inflation and market developments, as well as increases due to the outcome of performance reviews and promotions. The Board evaluated the request but has the opinion that the current budget has sufficient room for salary increases in line with market developments. The Board thanked the OR for their contributions to the discussion.

13.3 Activity Plan and Budget approval

Resolution EB#172-R-05
The RIPE NCC Executive Board approves the publication of the RIPE NCC Activity Plan and Budget 2024, with the addition of 200 kEUR budget in External Engagement and Community.
The RIPE NCC Executive Board adopted the resolution by a majority vote.

14. AOB

Some additional topics were brought up:

A Board member stressed that we need to be more conscious and transparent about infections at RIPE Meetings and possibly revise how we communicate. This has already been reported by the RIPE Chair in topic 10.1.
The Board asked how to handle media presence at RIPE Meetings and GMs. Hisham noted that his team has an action to document how to deal with questions from the media.
Athina Fragkouli noted that the policy proposal for the Transfer Lock is accepted. The implementation ideally will take place before the end of the year, so the Board can expect two procedural documents for their approval soon.

15. MD Report

Hans Petter summarised the achievement of the company-wide objectives for 2023 and presented the 2024 objectives in a closed session with the Board only.

16. Executive Session

The Board had a closed session to review the performance of the Managing Director.

17. Feedback to MD

The Board Chair shared the feedback with the Managing Director.

The Chair closed the meeting at 18:00.

Resolutions

Resolution EB#172-R-01:
The RIPE NCC Executive Board approves the minutes of EB#168, EB#169, EB#170 and EB#171.
The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#172-R-04:
The RIPE NCC Executive Board approves the risk appetite statements as presented during EB#172.
The RIPE NCC Executive Board unanimously adopted the resolution.

Resolution EB#172-R-05:
The RIPE NCC Executive Board approves the publication of the RIPE NCC Activity Plan and Budget 2024, with the addition of 200 kEUR budget in External Engagement and Community.
The RIPE NCC Executive Board adopted the resolution by a majority vote.

Action Items