RIPE NCC proposes governance shift to align legal structure with practice

The RIPE NCC has published a proposal to amend its Articles of Association, aiming to bring its formal governance structure in line with its operational reality. The change would rename the current Executive Board to the RIPE NCC Board, with seven elected non-executive members and the CEO serving as an executive member. This adjustment is intended to clarify the distinction between management and supervision without altering the core governance dynamics or the membership's oversight role.

What the proposal entails

Under the current Articles of Association, the Executive Board is formally responsible for the management of the organisation. However, in practice, day-to-day management has long been delegated to the CEO, while the elected Board focuses on supervision and strategic direction. The proposed amendments would remove this discrepancy by formally assigning management responsibilities to the CEO as an executive board member, while the elected members would retain their supervisory role.

The CEO would gain voting rights on the Board, a change from the current arrangement where the CEO attends meetings but does not vote. However, the Board would retain the authority to appoint, dismiss, and supervise the CEO, ensuring that the fundamental accountability structure remains unchanged. The proposal also simplifies operational processes, such as reducing the number of Board signatures required for routine executive matters, by granting the CEO formal authority to represent the organisation within defined legal limits.

Why the change is being proposed

The RIPE NCC describes the proposal as a "governance correction" rather than a fundamental reform. The current mismatch between the formal governance structure and operational practice has been recognised for some time, and recent governance training for the Board highlighted the need for clearer alignment. Legal and governance experts advised that the most appropriate solution was to formalise the existing model rather than redesign it.

The proposed structure would also bring the RIPE NCC closer to the governance arrangements used by other Regional Internet Registries (RIRs), where elected directors and the chief executive participate in the same Board structure. The RIPE NCC emphasises that the change is not intended to reduce the power of the elected Board or alter the membership's role. The seven elected non-executive seats would remain unchanged, and the election process would continue as before.

What happens next

The proposed amendments to the Articles of Association will be published by 30 September as a supporting document for the upcoming General Meeting. RIPE NCC members will have the opportunity to vote on the changes during the General Meeting, scheduled for 28-30 October. If approved, the new structure would take effect, and the organisation would update its public documentation to reflect the changes, including replacing references to the "Executive Board" with "Board" and "Managing Director" with "CEO."

If the membership does not approve the proposal, the current governance structure would remain in place, preserving the existing discrepancy between the formal and operational roles. The RIPE NCC has encouraged members to provide feedback on the proposed changes through its Members Discuss mailing list or via comments on the proposal.