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<https://aka.ms/LearnAboutSenderIdentification> 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.net%2Fauthor%2Fathina%2Fmoving-to-a-new-board-structure%2F&data=05%7C02%7C%7C0c5544f2e98840d48ca708df18ac3fcc%7Cd0b71c570f9b4acc923b81d0b26b55b3%7C0%7C0%7C639256800224793495%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C4000%7C%7C%7C&sdata=rZGehYhpfg6BAkhn4ZpCPeWQsXLgjQYqNhL1DoYgzyg%3D&reserved=0<https://labs.ripe.net/author/athina/moving-to-a-new-board-structure/> 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.net%2Fs%2Fgm%2Foct-2026%2F&data=05%7C02%7C%7C0c5544f2e98840d48ca708df18ac3fcc%7Cd0b71c570f9b4acc923b81d0b26b55b3%7C0%7C0%7C639256800224823664%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C4000%7C%7C%7C&sdata=uLc2Psc7M90nHwKKpaXNi2I6mfWzZteeC53LdUa38AI%3D&reserved=0<https://www.ripe.net/s/gm/oct-2026/> 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 ----- To unsubscribe from this mailing list or change your subscription options, please visit: https://eur01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fmailman.ripe.net%2Fmailman3%2Flists%2Fncc-announce.ripe.net%2F&data=05%7C02%7C%7C0c5544f2e98840d48ca708df18ac3fcc%7Cd0b71c570f9b4acc923b81d0b26b55b3%7C0%7C0%7C639256800224846768%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C4000%7C%7C%7C&sdata=jrW9Rjfw0FT9LTFZ1sYocZ2BpjAxjOTmgX1YCVgyARQ%3D&reserved=0<https://mailman.ripe.net/mailman3/lists/ncc-announce.ripe.net/> As we have migrated to Mailman 3, you will need to create an account with the email matching your subscription before you can change your settings. 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