Meeting of the ARIN Board of Trustees - 18 July 2022
- Bill Sandiford, Chair
- Tina Morris, Vice Chair
- Bram Abramson, Trustee
- Nancy Carter, Treasurer
- John Curran, President & CEO
- Peter Harrison, Trustee
- Catherine Middleton, Trustee
- Paul Andersen, Past Chair
- Michael Abejuela, General Counsel, Secretary
- Alyssa Arceneaux, Executive Coordinator, Scribe
- Einar Bohlin, Vice President, Government
- Richard Jimmerson, COO
- Christian Johnson, Vice President, Information Security
- Brian Kirk, CFO
- Steve Ryan, Counsel
- Therese Simcox, Sr. Executive Assistant
- John Sweeting, CCO
1. Welcome, Agenda and Conflict of Interest Review
The Chair called the meeting to order at 1:03 pm ET. The presence of quorum was noted, and no conflicts of interest were disclosed.
The Chair reviewed the agenda with the Board. It was requested to proceed with the General Counsel Update following the Approval of the Minutes.
2. Approval of the Minutes
It was moved by John Curran, and seconded by Peter Harrison; that:
“The ARIN Board of Trustees approves the Minutes of June 20, 2022, as written.”
The Chair called for a discussion. There was none.
The motion carried with no objections.
The Chair stated that Item 9, General Counsel Update, would be discussed at this time.
9. General Counsel Update.
The General Counsel made himself available to answer any questions Board members may have.
The Chair resumed the agenda in order.
3. ARIN Committee Reports
Compensation Committee. The Committee Chair noted that he has received information from Miles LeHane regarding the CEO’s performance assessment and this information will be forwarded to the Committee to discuss at a later meeting.
Governance Committee. The Committee Chair reported that the Committee is meeting monthly. The Committee met last week and is working on putting the Trustees skills matrix into a new format with work nearing completion. The Committee is also working on a Board evaluation process for the end of the year. Also, the Committee is working on their workplan and will have changes for the Charter. Lastly, the Committee is working with a consultant on Single-transferable-vote (STV) and some additional issues that have been referred to the Governance Committee (i.e., exit interviews).
The General Counsel stated that he is coordinating schedules with Election vendor, consultant, as well as Peter Harrison and himself. He also stated that there will be a 90-minute educational session at the beginning of the August 4 Board Workshop with Dr. Michael Parent to review appropriate “oversight of cybersecurity in an era of digital acceleration.”
Mailing List AUP Committee. The Committee Chair updated the Board that minutes from the Committee meeting have been received. The Committee has requested background documents and they will be reviewing these at their next meeting.
Nominations Committee. The Committee Chair noted that there is a timeline for the nominated individuals and that the Nominations Committee is moving forward with evaluations. They are using an online tool and are working to update the processes and recommendations for future Nominations Committees.
Risk and Cybersecurity Committee. The Committee Chair noted that the Committee has been working on the annual risk review report for August. The Committee also reviewed the ongoing SOC 2 certification effort and noted that Mr. Johnson has been reviewing and cleaning up all the necessary ARIN processes as he continues through the process.
Finance Committee. The Committee Chair noted that the Committee met on July 6 and discussed the IETF endowment which will be brought forward at the August meeting; also, the Special Investment process was on the agenda but was shelved due to the current financial climate. The form 990 and 990T were the large items discussed; and the Finance Committee was able to recommend for Board approval after going through it in detail and several small changes made.
4. ARIN 2021 Form 990 and Form 990 T
It was moved by Tina Morris, and seconded by Bram Abramson; that:
“The ARIN Board of Trustees based on the recommendation of the ARIN Finance Committee and having reviewed ARIN’s 2021 IRS Form 990 and Form 990T, accepts these forms and directs the President to file them with the IRS.”
The Chair asked for discussion. Mr. Andersen noted the good work by the ARIN staff to bring this increasingly earlier to the Board. The CFO explained to the Board what the 990 is and what it is used for as asked by Mr. Abramson.
The motion carried unanimously, via roll call vote. The CEO will file the approved forms.
5. NRO EC Update.
The CEO briefed the Board that the NRO EC is continuing to work on its strategic plan. There are three key projects planned: more consistent RPKI services among the RIRs, security accreditation across all 5 RIRs, and more uniform communication with governments. The NRO EC aims to coordinate among the RIRs and since there is overlap with these existing efforts within ARIN, it is a hope that these coordinated projects will not have significant budget impacts to ARIN. The CEO will continue to manage ARIN’s related projects under the new expectations of coordination; and there is a chance that CEO will need to come to the Board if work scope ends up significantly different from the present plan within ARIN.
6. General Re-Opening of ARIN Office.
The COO reported on the “hybrid approach” ARIN is taking on returning to the office, including the fact that the meeting was occurring on the first day of the general re-opening and many staff had been coming to the office that day. He noted that each job position had been reviewed to determine how many days in the office each week was needed (e.g., 4 days in office/1 day remote, 2 days in office/3 remote, etc.)
ARIN received an anonymous compliant on behalf of a department employee objecting to the office reopening plan. The Executive Team provided the full department a written response to issues raised within 24 hours and held a full team meeting to answer additional questions. The CEO also noted that the objection and response were also sent to the Chair and Treasurer, as it was treated like a whistleblower situation given its anonymous nature. Ms. Morris asked about the complaint and was it just about returning to office in general or something more. The COO noted that it was focused on the department having to return to the office at all, as the submitter felt the department work was being done well from home. The CEO noted that the department did not realize that they were about 25% less productive when fully remote on production, but that he believes that over time this will be fixed with better training and tools.
Mr. Harrison asked about how this plan works with the building lease and if there is a long-term plan - is there an option to sublet if ARIN decides to do so? The COO noted that we do not need to make any decisions about the building lease until 2026 but will take the next few years to monitor the hybrid workforce situation before making any long-term decisions. The CEO noted that subletting was a possibility if need be.
Ms. Middleton then asked about the policies to accommodate the hybrid mode and security. The COO noted that this was done when entering the pandemic mode and staff utilize secure VPN to access any ARIN information. The VP of Information Security assured that these policies and processes are monitored to determine if updates or changes are needed.
7. ARIN Travel Qualified Policy.
The COO noted that once it was announced to the staff that ARIN was coming back into the office, staff asked about the ARIN Travel Qualified policy. He made clear that he was not making a recommendation to change at this time but wanted to remind the Board that any changes to that Policy would require a Board vote, as that was a Board-directed policy. Two Trustees noted that they support keeping it in place as there is still a risk in travel.
8. August Board Workshop (August 3-4) Prep.
The CEO noted that the Board will convene in two weeks in Vancouver and materials will go out a week from tomorrow.
9. General Counsel Update.
10. “Lessons Learned” Report.
The CEO provided a confidential update on lessons learned after a review of recent developments in the Internet number registry system.
11. Open Action Item List.
The President provided an updated action item list to the Board.
12. Any Other Business.
The Chair asked for any other business.
13. Executive Session.
The Board entered an executive session at 3:19 pm ET.
A motion to adjourn was made at 3:30 pm ET by Bram Abramson, seconded by Tina Morris. The motion carried unanimously; noting Nancy Carter and Peter Harrison both signed off at 3:00 pm ET.