The RIPE NCC engaged an independent third party to analyse its governance structure and accountability. The RIPE NCC Executive Board reviewed the analysis and did not recognise any major risks or concerns. This report presents a summary of the outcome of the third party independent analysis.
The RIPE NCC is an association with full legal entity status according to Dutch law. The governance rules applicable to the RIPE NCC can be found in its Articles of Association and in Book 2 of the Dutch Civil Code.
All corporate governance documents are published on the RIPE NCC’s website:
2. Relationship between the RIPE NCC and its members
The legal relationship between a Dutch association and its members is governed by the law, articles of association, regulations that were validly adopted, resolutions that were validly passed, and principles of reasonableness and fairness. Next to this institutional relationship between the association and its members, the RIPE NCC has a contractual relationship with its members.
The RIPE NCC is an open association. Every legal entity or natural person may sign a Standard Service Agreement and become a candidate member. After a period of six months, the candidate membership is (automatically) converted into a full membership with voting rights.
3. The RIPE NCC Executive Board – Management Team
The Executive Board is charged with the management of the RIPE NCC. The Executive Board is appointed by the General Meeting from a list of nominees to be drawn up by the members. A nomination for the appointment of a member of the Executive Board needs the written support of at least five RIPE NCC members. The Executive Board members are appointed for a period of three years and are eligible for immediate re-appointment.
A member of the Executive Board may be suspended or dismissed by the General Meeting at any time. A resolution to suspend or dismiss a member of the Executive Board requires a majority of at least two thirds of the votes cast.
The Executive Board appoints a Management Team that may consist of one or more Managing Directors who are employed by the association. The Executive Board delegates to the Management Team all operational decisions with respect to the Standard Service Agreement. The Executive Board may delegate other powers to the Management Team and give a limited power to one or more members of the Management Team to represent the association. Currently, the Executive Board has appointed one Managing Director as member of the Management Team.
4. General Meeting
The General Meeting of the RIPE NCC has the following powers:
(1) Appointment, suspension and dismissal of members of the Executive Board;
(2) Approval of certain resolutions of the Executive Board;
(3) Approval of the RIPE NCC’s annual financial report;
(4) Grant of discharge to the members of the Executive Board for management duties performed during the previous financial year;
(5) Adoption of the RIPE NCC Charging Scheme with respect to the coming financial year upon proposal of the Executive Board;
(6) Adoption of amendments to the Standard Service Agreement upon proposal by the Executive Board;
(7) Approval of new Arbiters and/or dismissal of current Arbiters and/or adoption of amendments to the arbitration procedure, upon proposal by the Executive Board; and
(8) Amendment of the Articles of Association and dissolution of the association. According to Dutch mandatory law, the General Meeting also has the power to resolve in respect of a conversion, legal merger or demerger of the RIPE NCC.
A group of members who are jointly entitled to cast at least two percent of the total number of possible votes has the right to propose agenda items for the General Meeting. The Executive Board is obliged to add these items to the agenda.
A group of members who are jointly entitled to cast at least ten percent of the total number of possible votes may request the Executive Board to convene a General Meeting within a period of four weeks. If this request has not been honoured within 14 days, this group of members may proceed to convene the General Meeting themselves.
A group of at least 300 members of the RIPE NCC may request the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeal (Gerechtshof Amsterdam) to order an inquiry (enquête) into the affairs of the association.
5. Arbitration procedure
There is an arbitration procedure in place for the settlement of disputes, between members on the one hand and the management team on the other hand, regarding decisions of the Management Team with respect to Standard Service Agreements. Any disputes that may arise from the RIPE NCC Standard Service Agreement shall be settled in accordance with the RIPE NCC Conflict Arbitration Procedure.
The RIPE NCC Conflict Arbitration Procedure is of an informal nature and is not meant to fall within the scope of the “Arbitration” as described in the Dutch civil law (Wetboek van Burgerlijke Rechtsvordering, Vierde Boek, “Arbitrage”). Parties involved in a dispute have the option to challenge the arbiters’ ruling at Dutch or other national competent courts.