RIPE NCC proposes governance correction: elected Executive Board is not the executive

RIPE NCC, the regional internet registry for Europe, the Middle East and parts of Central Asia, has proposed changes to its articles of association that would align its formal governance structure with the way the organisation actually runs. Chief Legal Officer Athina Fragkouli set out the proposal this week in a post on the RIPE Labs website.

The registry manages and distributes IP addresses and autonomous system numbers across a service region that stretches from Greenland to Russia's eastern extremities, serving 75 countries and more than 20,000 members.

What the proposal changes

Under the current structure, the governing body is the Executive Board, whose seven members are all elected by the membership. Running the organisation is the CEO's job — a role the articles of association still call the "Managing Director". The board provides oversight and direction, and can appoint or dismiss the CEO.

The amendments would rename the body simply the Board. The seven elected members would remain non-executive, while the CEO would join as an executive member and, for the first time, hold a vote in board decisions. The title "Managing Director" would disappear from the articles.

It would also simplify legal representation: today four board members must act jointly to commit the RIPE NCC — at least four signatures even for routine matters. The CEO would hold that authority directly.

A "governance correction", not a reform

Fragkouli describes the proposal as "a governance correction rather than a fundamental governance reform". The board is formally responsible for management, but that job belongs to the CEO: "The very name 'Executive Board' suggests that the RIPE NCC's elected Board has an executive role in running the organisation," she writes. "In practice, it does not."

The mismatch has been recognised for some time, she says, and was sharpened by governance training undertaken by board members. Governance and legal experts advised that the answer was not to redesign how the RIPE NCC is governed, but to formalise it.

What it means for members

Nothing changes in the relationship between members and their elected representatives. There would still be seven elected seats, the election process stays the same, and the CEO's addition to the board neither creates nor replaces an elected seat.

The board would retain the power to appoint and dismiss the CEO and to set the rules and limits within which the CEO exercises executive authority. "The Board's role will become more accurately defined rather than reduced," Fragkouli writes, adding that accountability does not change.

If members reject the amendments, the current structure — and its discrepancy — remains. The proposed text is due to be published by 30 September as a supporting document for the General Meeting on 28–30 October, where the vote will take place.