All, As a NL lawyer (for AMS-IX) I can ackownledge this is a standard practice and for the way RIPE NCC operates now is (imho) an improvement. Cheers,Alex -- IDGARA | Alex de Joode | alex@idgara.nl | +31651108221 On Fri, 25-09-2026 12h 22min, Athina Fragkouli <afragkou@ripe.net> wrote:
Dear Kaj,
Both the current and the proposed structure allow for discussions to take place without the person that has any conflict of interest to such discussions. In particular, the CEO’s performance review takes place in a session without the CEO. This is always noted in the Executive Board meeting minutes for transparency. Please see an example from the Executive Board meeting minutes from December 2025: https://www.ripe.net/about-us/executive-board/minutes/2025/189th-executive-b...
The Board is not increasing the number of appointed executive Board members. The CEO will be the only appointed executive Board member, provided the proposed amendments are accepted.
The proposed amendments limit the number of possible appointed executive Board members to three (which can only be appointed by the member-elected, non-executive Board members). This allows for some flexibility, if needed in the future, while also limiting the number of executive board members who can be on the Board. Should the non-executive members appoint more than one executive director, they would have the same voting rights. In any case, the non-executive board members will have the majority votes.
It is possible that governance structures differ in other jurisdictions in our service region or beyond, but these amendments are very much in line with standard practice in the Netherlands and with how the RIPE NCC currently runs its corporate governance.
Kind regards, Athina Fragkouli RIPE NCC Chief Legal Officer
On Thu, Sep 24, 2026 at 12:49 PM Kaj Niemi <kajtzu@basen.net> wrote:
Hi Athina,
I agree that it is both normal and useful for the MD to participate in board meetings in order to report on operations and answer the board’s questions. However, there is an important governance distinction between:
* an MD attending on invitation, even where that invitation is standing practice * an MD becoming a formal board member with voting rights
The latter changes the composition of the body responsible for oversight, rather than only ensuring that it receives management input.
What also [now] concerns me is that the current AoA apparently requires the board to invite the MD to every board meeting. There should be an express ability for the non-executive, member-elected board members to meet without executive board members when necessary. For example, to consider executive performance, remuneration, succession, complaints, investigations, etc. etc. etc. It would be useful if the upcoming AoA proposal made this explicit rather than leaving it to custom or interpretation.
Finally, I noted your reference to “executive board members” in the plural. Is this intended simply to allow for future flexibility, or does the proposal include other executive board members in addition to the MD? If so, how many could be appointed, would their number be capped relative to the member-elected non-executive members, and would all have the same voting rights? Perhaps being explicit here too would help, so we do not read it as potentially stacking the board. ;)
These details do matter because the safeguards are strongest only if the member-elected non-executive members retain a clear and durable majority, as well as the practical ability to conduct independent oversight.
Kaj
From: Athina Fragkouli <afragkou@ripe.net>
Sent: Thursday, September 24, 2026 12:42
To: members-discuss@ripe.net <members-discuss@ripe.net>
Subject: [members-discuss] Re: [ncc-announce] [GM] Proposed Change to RIPE NCC Articles of Association - Board Structure
You don't often get email from afragkou@ripe.net. Learn why this is important
Dear Kaj, Alex, all,
Thank you for the input and questions on the Board structure change. Some of these will become clearer when we publish the specific changes to the Articles of Association (AoA) next week. In the meantime, I will do my best to address the issues you raise.
On the issue Kaj raises about the ability of the member-elected Board to independently challenge the CEO and the participation of the CEO in Board meetings and Board dynamics. The new structure does not change the current participation of the CEO in Board meetings. The current AoA require that the Board invites the Managing Director (CEO) to all Board meetings. The proposal to amend the AoA intends to accurately reflect existing structures, roles and responsibilities in our governance framework.
As Alex anticipated, the CEO may not be Chair of the Board, nor be Secretary or Treasurer of the Board. These roles are allocated among and only available to the non-executive, member-elected Board members.
To Alex’s other questions, the GM will only elect the non-executive Board members. And only the non-executive Board members will have the ability to appoint and dismiss executive Board members. The rest of the details will be made clear in the AoA proposal that will be available next week.
I hope this helps to address the questions raised. We are also looking forward to discussions. And full remote participation options for both the RIPE Meeting and RIPE NCC General Meeting are available, so even if you cannot attend in person in Sofia, we do hope you will take part in discussions nonetheless.
Kind regards,
Athina Fragkouli
RIPE NCC Chief Legal Officer
On Wed, Sep 23, 2026 at 10:19 AM Kaj Niemi <kajtzu@basen.net> wrote:
Hi,
Thanks for clarifying how it works in NL; the URL does state that only non-executive members can be fulfill the COB role. This prevents CEO duality, which was one of my concerns. The rest remain, however, as they're more or less "features" (or potential flaws depending on viewpoint) of having a unitary board.
I have perceived the current structure board being a supervisory one - two-tier board structure in corporate governance speak - even if it has not been called such. Its independence is structural rather than behavioral.
Never been at a RIPE meeting ;)
Kaj From: Alex de Joode <alex@idgara.nl>
Sent: Wednesday, September 23, 2026 00:15
To: members-discuss@ripe.net <members-discuss@ripe.net>
Subject: [members-discuss] Re: [ncc-announce] [GM] Proposed Change to RIPE NCC Articles of Association - Board Structure
You don't often get email from alex@idgara.nl. Learn why this is important
Hi Kaj,
Thanks for your response and concerns.
Please understand that the model RIPE NCC is proposing is called a 'One Tier Board', it is a valid legal construct, not only for BV (GmbH/Ltd) and NV (AG/PLC) but also for associations (like RIPE NCC) and foundations under Dutch law.
Please see this English language website from the NL government that explains the construct: https://business.gov.nl/running-your-business/legal-forms-and-governance/one...
Basically the only thing that changes is that the liability for the the non-executives is larger than the liability for the supervisory board, but as the Ripe NCC board was already fully liable (they run the organisation, even if there delegated the runing to the MD) nothing in practise changes, liability wise.
Your concern is valid, however for the board itself. Current the members vote on the board (and the board selects the management team). Now with the One-Tier board do the members also vote on the executiev boardmembers, or only on the non-executive board members? Will the ALV/GM have the possibility to terminate both non- and executive board members? Will the non-exec have that possibility (also?) Will adding additional executive boardmemebers need member approval? (7 non-exec vs 8 exec). So there are many questions and hopefully also many answers.
Looking forward to a nice conversation in Sofia ;)
-- IDGARA | Alex de Joode | alex@idgara.nl | +31651108221
On Tue, 22-09-2026 16h 36min, Kaj Niemi <kajtzu@basen.net> wrote:
Hi,
Interesting post.
Calling this a technical clarification understates slightly the governance change. Making the Managing Director an executive director places the person being supervised within the legal board responsible for that supervision. This is really not a good thing even if the spin is that it's a nothingburger and business as usual.
RIPE NCC is not a conventional company seeking faster commercial decision-making.... I think.
It is a member-funded, community-accountable organization entrusted with critical Internet-number-resource services. Its governance should therefore prioritize independence, transparency, and clear lines of accountability over administrative convenience.
I don't think the issue is whether the MD has the authority to run daily operations. The person already does. The issue is whether the member-elected board can independently challenge management, assess performance, set remuneration, plan succession, investigate failures and, if necessary, dismiss the MD. Those functions are inherently more difficult when the MD is a fellow board member rather than clearly accountable to a separate supervisory body.
Recusal rules can help with formal votes, but they do not remove the wider problem. A MD who is a board member still participates in board dynamics, receives the same information, influences discussion and may affect what is brought to the board and how it is framed. Other directors may be less willing to raise concerns openly, especially in a relatively small board.
If the aim is to align legal responsibility with operational control, the cleaner solution is a genuine separation: management is responsible for execution, while a separately elected supervisory board oversees it. That preserves accountability without mixing the executive and supervisory roles.
In a member-funded organization, the board must be able to hold the Managing Director to account independently and without avoidable conflicts.
Neither does there seem to be safeties in place, in the AoA, for the MD to not be designated/chosen as (at least) COB. There must be. Combining the executive and chair roles ("CEO Duality") would be a much more serious governance problem than merely making the MD an executive director. The executive runs RIPE NCC; the COB leads the board that must supervise that executive. Giving both roles to one person means that the person being held accountable can also shape the agenda, information flow, and discussion through which accountability is exercised. Again, formal recusals on individual votes do not prevent that structural conflict. In a member-funded organization, the COB should be an independent, member-elected non-executive director, able to organize genuine scrutiny of management and to lead discussions on performance, pay, succession and, where necessary, removal.
Given that legal and governance experts were consulted, I would have expected the implications of combining executive and supervisory roles to have been addressed more explicitly.
Kaj
From: Fergal Cunningham <fergalc@ripe.net>
Sent: Tuesday, September 22, 2026 16:03
To: ncc-announce@ripe.net <ncc-announce@ripe.net>
Subject: [ncc-announce] [GM] Proposed Change to RIPE NCC Articles of Association - Board Structure
Dear RIPE NCC members,
At the upcoming General Meeting, we are proposing a change to the RIPE
NCC Articles of Association (AoA) to bring our 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.
Our Chief Legal Officer, Athina Fragkouli, has published a RIPE Labs
article that explains what these changes are and why we are proposing
them.
https://eur01.safelinks.protection.outlook.com/?url=https%3A%2F%2Flabs.ripe....
Supporting documentation will be published on 30 September. Members
will vote on the proposed changes to the AoA at the upcoming RIPE NCC
General Meeting on 28-30 October. Details on how to participate in the
GM and register your vote are available at:
https://eur01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.ripe.n...
If you have questions or comments on the proposed changes, please
comment on the article or discuss with fellow members on the Members
Discuss mailing list: <members-discuss@ripe.net>.
Kind regards,
Fergal Cunningham
Head of Membership Engagement
RIPE NCC
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