Moving to a New Board Structure

The RIPE NCC is proposing a change to its Articles of Association (AoA) to bring its formal governance structure in line with the way the organisation already works in practice.

Under the proposal, the current RIPE NCC Executive Board will become the RIPE NCC Board. The seven Board members elected by the membership will continue to serve as non-executive Board members, while the RIPE NCC CEO will become an executive member of the same Board. This is primarily a matter of making our legal structure accurately reflect the roles that the Board and the CEO already perform, without changing the fundamental balance of governance at the RIPE NCC.

Why are we making this change?

The current governance structure provides that the Executive Board is in charge of the management of the association. The very name "Executive Board" suggests that the RIPE NCC’s elected Board has an executive role in running the organisation. In practice, it does not.

The day-to-day management of the RIPE NCC is carried out by the CEO (referred to as "Managing Director" in the current AoA). The elected Board supervises the organisation under the CEO, provides oversight and direction, and retains important powers including the appointment and dismissal of the CEO.

There is therefore a discrepancy between the formal governance structure and the reality of how the RIPE NCC operates.

This is not a new observation. The distinction between the formal responsibilities set out in our governance documents and the way the RIPE NCC actually operates has been recognised for some time. More recently, governance training undertaken by the Board brought the issue into sharper focus. We subsequently sought advice from governance and legal experts on how best to address it and how we could make a change in structure that would provide a clearer and more robust arrangement.

The conclusion was that the most appropriate approach is not to redesign the way the RIPE NCC is practically governed, but to formalise it.

In that sense, this proposal is better understood as a governance correction than as a fundamental governance reform.

What will the new structure achieve?

The proposed structure brings the supervisory and executive perspectives together within a single Board.

The seven members elected by the RIPE NCC membership would become non-executive Board members. Their principal role would continue to be oversight and supervision. The CEO would become the executive member of the Board and would retain responsibility for managing the organisation.

It also brings the RIPE NCC closer to governance arrangements used elsewhere in the RIR system, where elected directors and the organisation's chief executive participate in the same Board structure.

How different will this be from today?

In practical terms, much of the relationship between the Board and the CEO will remain the same.

The CEO already attends Executive Board meetings and is closely involved in Board discussions. The Executive Board already supervises the CEO and the organisation, while the CEO is responsible for the RIPE NCC's day-to-day management.

What changes is that these roles will be reflected more clearly in the Articles of Association (AoA).

Under the current AoA, the Executive Board formally carries responsibilities for the management of the organisation even though, practically, management has been delegated to the CEO. The proposed amendments to the AoA remove this mismatch. Management responsibility will formally sit with the executive board member (the CEO), while the non-executive Board members will have a clear supervisory role.

This provides a more accurate distinction between management and supervision.

It also simplifies some practical aspects of running the organisation.

At present, four members of the Executive Board must act jointly to legally represent the RIPE NCC. This can mean, for example, obtaining at least four Board signatures for matters that are operational in nature. Under the new structure, the executive board member (the CEO) would have the authority to represent and manage the organisation within the powers assigned to that role by Law, without requiring the same level of formal Board involvement in routine executive matters.

Does this give the CEO more power?

There is one important formal change: as an executive member of the Board, the CEO would have a vote in Board decisions.

The CEO is already required to be invited to Board meetings, but he does not currently have voting rights. Under the new structure, the CEO would become a full Board member and would therefore participate formally in Board decisions.

This does not mean that the CEO becomes independent of the elected Board.

The Board will continue to have the authority to appoint and dismiss the CEO and to supervise the CEO's performance. The Board will also retain the ability to establish internal rules, policies and limitations governing how the CEO exercises executive authority.

So although the CEO's formal position changes, the fundamental accountability relationship does not: the CEO remains accountable to a Board whose non-executive members are elected by the membership.

Does the current Board lose power?

The Board's role will become more accurately defined rather than reduced.

The elected Board members will no longer formally carry responsibility for the day-to-day management of the RIPE NCC. But this reflects the reality that they do not perform that function today.

Their central responsibility - supervising the organisation and its executive leadership - remains.

They will continue to oversee the RIPE NCC, approve matters reserved for the Board, supervise the framework within which the CEO operates, and appoint or dismiss the CEO.

The proposal therefore separates two responsibilities that are currently less accurately distinguished in the current Articles: management of the organisation on the one hand, and supervision of that management on the other.

What changes for the membership?

Nothing will change in the relationship between RIPE NCC members and their elected Board.

There will continue to be seven elected non-executive Board seats. The election process remains the same, and members retain the same ability to elect the people who supervise the organisation on their behalf.

The addition of the CEO to the Board does not create an additional elected position, nor does it replace any of the seven elected seats.

What else will change in the Articles of Association?

In addition to the above mentioned changes in the structure, the proposed amendments to the Articles of Association reflect the following:

References to the "Executive Board" are replaced with references to the "Board", and the respective responsibilities of the executive and non-executive members are set out more clearly.

There is not a “Managing Director” any more. The AoA reflect the CEO's position as an executive Board member, as well as the different arrangements for legal representation and executive authority.

More detailed provisions governing the internal relationship between Board members and the CEO also reflect the new model.

The intention is to keep the proposed amendments to the Articles of Association focused on this structural change. We will not use this proposal to introduce unrelated changes to the Articles of Association. The changes being presented to the membership will concern the Board structure and the governance arrangements that follow directly from it.

If the membership approves the amended AoA, we will also need to update references throughout the RIPE NCC's public information and governance documentation. The term "Executive Board", for example, will become simply "Board", and the term "Managing Director" will become "CEO" or "executive board member".

What happens if the membership does not approve the change?

Changes to the Articles of Association ultimately require the approval of the RIPE NCC membership. If RIPE NCC members decide not to approve the proposal, the current structure will remain in place.

The RIPE NCC would continue to operate as it does today, including through delegation of executive authority from the Board to the CEO. However, the discrepancy between the responsibilities described in the formal governance structure and the way the organisation is actually managed would remain.

A clearer foundation for RIPE NCC governance

Governance structures matter because they should make it easy to understand who is responsible for what.

The RIPE NCC's current arrangements have developed into a model in which the CEO manages the organisation and the elected Board supervises that management. That model works, but our formal structure does not describe it accurately.

The proposed changes provide an opportunity to put the legal framework on the same footing as the organisation's established practice: seven members elected by the membership providing non-executive oversight, alongside a CEO with clear executive responsibility for running the organisation.

This is an exercise in good governance: removing unnecessary ambiguity, clarifying accountability, simplifying the way executive authority is exercised, and ensuring that our Articles of Association accurately describe how the RIPE NCC is governed.

A governance structure is strongest when the responsibilities written down on paper match the responsibilities exercised in practice. This proposal is intended to make sure that they do.

The proposed AoA changes will be published by 30 September as a supporting document for the upcoming General Meeting. Members will be able vote on these proposed changes at the General Meeting from 28-30 October. Make sure you’re registered to vote in time so you can have your say.

If you have comments on the proposed changes, please comment below or join the discussion on the Members Discuss mailing list.