Terms of Reference of the Governing Board

Transcription

1 Terms of Reference of the Governing Board for the Joint Programming Initiative Urban Europe (JPI UE) Article 1 Mission of the Governing Board 1. The Governing Board members 1 shall act in the interest of the JPI Urban Europe, safeguarding its goals and mission, identity and coherence, in an independent way. 2. The Chair and the Vice Chairs of the Governing Board are responsible for the integration and information of the European Institutions together with the Management Board (MB). 3. Each Governing Board member has the responsibility to coordinate the various national partners in their country: ministries, research organisations, universities, funding agencies, etc. 4. In particular, the Governing Board shall be responsible for: - Defining the overall and long term political, strategic and financial orientation - Setting up and revising the structure of JPI Urban Europe (e.g. the various Boards) - Appointing the members of the Boards - Approving the Strategic Research Agenda (SRA) and its implementation - Adopting the policy vision - Approving the Framework Conditions - Supervising the work of the Management Board - Approving budgets, annual accounts, and work plans - Approving and evaluating memberships 5. The Governing Board may propose to the Management Board to set up working groups on specific issues (i.e. peer review procedures, foresight activities, evaluation of joint programmes or implementation groups) in order to facilitate the implementation of the JPI. 6. Specifically for identifying the members of the SAB the GB shall install a search committee, which shall prepare a proposal to the GB according to the following process: o specification of the relevant UE topics that have to be represented in the SAB (4 pillars of EU proposal, demography, etc.) with support of the MB o revision of the criteria for SAB nomination and selection o assessment of the nominated SAB candidates according to these topics and their profiles, taking into account the Profile for SAB Members document sent out before the GB meeting as well as the ToR for the SAB as adopted by the GB o identification of additional candidates, if necessary (if required topics are not sufficiently met in the current list of candidates, which was presented at the GB meeting) o proposal of SAB members balancing topics, nationality (Europe, international), gender; 1 As of April 2012 the following 14 governments have formally joined the JPI Urban Europe and agreed to these Terms of Reference: Austria, Cyprus, Denmark, Germany, Finland, France, Ireland, Italy, Malta, The Netherlands, Norway, Spain, Sweden, and Turkey Page 1 of 8

2 Article 2 Composition of the Governing Board 1. Membership in the JPI Urban Europe is open to all EU Member States and Associated States of the EU Framework Programme. Also other countries may contribute to the JPI Urban Europe where cooperation agreements will have to be defined on an individual basis. 2. All EU Member States and Associated States of the EU Framework Programme participating in the JPI shall be represented on the Governing Board; each country shall have one seat on the Governing Board. The representatives are expected to come with the mandate to take decisions and speak on behalf of their countries. 3. The Governing Board shall have a Chair and several Vice Chairs. The Chair shall act as Chairperson of JPI Urban Europe. 4. Together with the Executive Director of the Management Board, the Chairperson of the GB shall represent JPI UE within the decisions and mandate from the Governing Board. The Chair of the Governing Board and Executive Director of the Management Board shall meet on a regular basis, at least four times a year. 5. In cases of force majeure, when a mandated representative cannot attend a meeting, the representative may nominate an alternate person on a temporary basis to attend the meeting. 6. The European Commission shall be invited to send a representative to the Governing Board who shall participate as an observer. 7. In addition to members of the Governing Board (or their alternate members), the following persons may, subject to the approval of the Chair and at least one Vice Chair, attend a meeting of the Governing Board without being entitled to vote: Executive Director and Vice Directors of the Management Board, Chair and Vice Chairs of the Scientific Advisory Board, Chair or Vice Chair of the Urban Europe Forum, members of the Programme Office. Other persons can be invited to join the meetings of the Governing Board by invitation of the Chair. 8. Any accession and changes of membership shall be addressed to the Governing Board. Article 3 Types of membership 1. During the Start up Phase all participating countries shall have equal rights and votes. 2. Before the SRA and Framework Conditions, elaborated during the Start up Phase, are presented to the Council in order to receive the go ahead for the Implementation Phase, every participating country shall decide which role it wants to play in the implementation of the SRA and Framework Conditions of the Joint Programming Initiative Urban Europe: As a Core Group Member or an Observer. 3. Each Core Group Member shall have one vote. 4. Observers will not be expected to make financial or in kind contributions to the implementation of the SRA but also will not have a vote in the decision making processes of the Governing Board. Page 2 of 8

3 5. Core Group Members shall contribute to the joint implementation of the JPI in two ways: - A minimum financial or in kind contribution to the RDI funding or task sharing activities of the JPI Urban Europe, which will be assessed on the basis of two year periods starting with the beginning of any Core Group Membership. - A membership fee, offered in the form of money or an equivalent in kind contribution of human capacity to the administration of the JPI UE; 6. The Governing Board shall mandate the Management Board to draw up a proposal for the expected contributions and the membership fee for the first two years together with the SRA to be presented to the Council. 7. The choice of type of membership shall be documented by a letter of intent, which shall explicitly mention the financial level of the intended contribution. 8. Participating countries may change between Observer and Core Group Membership status. 9. The Governing Board may grant permission to interested parties or countries to participate in individual activities (such as joint calls, etc.) of the implementation plan of the JPI Urban Europe. Such singular participations shall, however, not give them the rights of Core Group Members. Article 4 Terms of office 1. The members of the Governing Board have no limited terms of office. 2. The Chair and the Vice Chairs of the Governing Board shall be appointed for a term of three years. Their mandate can be recalled by the Governing Board at any time if at least two thirds of the members with voting rights request this through a vote. In this case a new person shall be elected to their role at the next meeting in coherence with Article The Chair and the Vice Chairs of the Governing Board may be appointed for a second term (three years) in office. Article 5 Procedure for electing the Chair and the Vice Chairs 1. The first Chair shall be elected during the second meeting of the Governing Board and after the Governing Board has adopted the Terms of Reference. Until the election takes place, the meeting shall be chaired by the most senior of the longest serving members. 2. For the election of a Chair or Vice Chair of the Governing Board, members of the Governing Board may propose themselves as candidates. These names shall be announced during the meeting for which the election has been put on the agenda, or following any other procedure defined by the Governing Board. Page 3 of 8

4 3. Once the Chair has been elected, the Vice Chairs shall be elected by the same procedure as set out in paragraphs (1) and (2). 4. The members of the Governing Board with voting rights shall elect among themselves their Chair and Vice Chairs by simple majority. 5. If no candidate receives a simple majority, the election shall take place according to the following procedure: - There shall be a second ballot, restricted to the two candidates who obtained the highest number of votes in the previous ballot. If due to equal standing it is impossible to distinguish clearly two candidates with the highest vote count, there shall be a special ballot in order to obtain two candidates for the next round. - In the second ballot, the candidate who receives a simple majority shall be elected. In the case of equal standing, the candidate who obtained the fewest votes in the first round shall step down and the remaining candidate shall be elected. Article 6 Time and venue for meetings 1. The Governing Board shall meet in ordinary session four times a year, convened by the Chair. The Governing Board may also meet in extraordinary sessions. 2. The extraordinary sessions shall be convened upon request of the Chair and Vice Chairs or on request of at least one third of the members. Extraordinary sessions shall take place within six weeks after the request, or within two weeks in case of urgent matters. 3. If the Chair is not able to attend a meeting of the Governing Board, the meeting shall be chaired by a Vice Chair. If the Chair and the Vice Chairs are all unable to attend the meeting, the most senior of the longest serving members will chair the meeting. 4. After the Start up phase, dates for the ordinary sessions of one year shall, in principle, be determined before they take place. 5. On the condition that one third of the members does not object, the Chair of the Governing Board may change the date and venue of a meeting in case of exceptional circumstances. Members shall be notified of any such change at least two weeks in advance. 6. During each meeting of the Governing Board the date and place for the following meeting will finally be decided upon. Page 4 of 8

5 Article 7 Preparation of meetings 7. The Chair shall make preparations and notification together with the Programme Office. 8. The notification of the meeting shall include the provisional agenda, information on the decisions to be made, the items to be discussed and a list of the working documents foreseen for the meeting. With the exception of meetings called according to article 6(2), the Chair shall notify each member of the GB, and other persons who are foreseen to attend, of the upcoming meeting no later than twenty days before the scheduled meeting. Working documents shall be provided as early as possible, preferably 14 days, but no later than 10 days before the meeting. 9. The provisional agenda of the meeting shall be drawn up by the Chair on the basis of items requested by the Governing Board and Management Board at least twenty days in advance (with the exception of meetings called according to article 6(2)). 10. Additional items may be put on the agenda at the request of Board members. These issues must be in writing, reasoned and sent to the Chair no later than a week before the meeting takes place. Upon receiving such a request the Chair shall immediately inform all members of the Governing Board. Urgent matters and new ad hoc information may be added to the agenda and tabled, subject to approval of the Governing Board. 11. At the beginning of a meeting, the Governing board shall adopt the agenda, as received from the Chair, as well as any new agenda items which the Governing Board has accepted. 12. Working documents attached to the agenda shall provide Board members with adequate information concerning the meeting in question. They should facilitate the decision making process and serve as a basis for discussion. If needed, they should include information on the implementation of earlier decisions. 13. Members must immediately notify the Chair of any circumstances that may lead to a conflict of interests with reference to a particular item on the agenda. - A member of the Governing Board shall not participate in any decision in which a situation or circumstance of personal and/or professional nature can compromise his or her ability to decide in the best interest of JPI Urban Europe. - If a member of the Governing Board considers him or herself to be in a situation that constitutes a potential conflict of interest, he or she shall immediately raise this issue with the Chair, who in turn shall inform the other members of the Governing Board. - The members of the Governing Board shall subsequently decide on whether he or she may participate in the meeting. The Governing Board shall decide upon and create a list of those situations considered to constitute a conflict of interest. Page 5 of 8

6 Article 8 Convening of meetings 1. The Chair of the Governing Board accords the right to speak. He or she shall do so in the order by which the members have expressed their wish to speak during the meeting. If a speaker exceeds the allotted time, the Chair shall call the speaker to order. 2. The Chair of the Governing Board shall lead and conclude the discussion. 3. The Governing Board may decide to convene a closed meeting. 4. The Programme Office, under the responsibility of the Executive Director of the Management Board, shall record the draft minutes of the meeting which shall be accorded with the Chair and distributed to all members of the Governing Board no later than twenty working days after the meeting was held. 5. The minutes shall comprise an attendance list, the decisions adopted in the meeting, as well as the number of votes cast and (minority vote) views on the decisions, for the members of the minority who so desire. The minutes shall also include any conflicts of interest declared by the members in relation to a specific item on the agenda, and the subsequent courses of action decided upon. 6. Comments and/or objections shall be submitted to the Chair within ten working days of receiving the draft minutes, copies of which have to be sent to each member of the Governing Board. If no comments or objections are communicated to the Chair within the given timeframe, the draft minutes shall be considered as approved. The final text of the minutes shall be forwarded to all members no later than one week after its approval. Article 9 Quorum and voting 1. To ensure the quality of the discussions and the involvement of the members of the countries participating in the JPI, the presence of more than half of the Governing Board members shall constitute a quorum. In the absence of a valid quorum, the Chair shall deliberate with the Vice Chair(s) as to the best course of action: the Chair shall close the session and may convene another meeting as soon as possible, postpone agenda items until the next ordinary session or initiate a written procedure. 2. The Governing Board shall strive to make decisions by consensus. If consensus cannot be achieved, decisions on proposals shall be made by a simple majority vote. The absence of one or several members during a meeting does not affect the result of the vote, as long as the quorum is respected. Page 6 of 8

7 Article 10 Urgent matters and written procedures 1. Decisions of the Governing Board are made during meetings. In exceptional cases, where circumstances do not allow for a meeting, the Governing Board may also make decisions by a written procedure. A written procedure can only be initiated by the Chair with the consent of the Governing Board. Decision making rules which apply in the normal meetings also apply to any decisions made in a written procedure. 2. A written procedure may take the form of an electronic vote. The members of the Governing Board have ten working days to approve or reject a decision. Members, who do not respond within ten working days, will be considered as being neutral. 3. The Programme Office shall immediately inform the Governing Board on the outcome of a written procedure. Article 11 Confidentiality 1. Members of the Governing Board, as well as any other person participating in a meeting, shall respect the confidential character of the discussions of the Governing Board. If deemed necessary by the Chair, external participants shall sign a written declaration stating that they will comply with the rule laid down in paragraph 1. Article 12 Working language 1. The working language of the meetings of the Governing Board shall be English. 2. In case of the translation of documents produced by JPI Urban Europe into any language other than English, only the English language version of the document shall be considered as definitive and binding. Article 13 Adoption, amendments and entry into force 1. These Terms of Reference shall be adopted by the Governing Board. 2. Upon the request of one or several members, amendments may be made to these Terms of Reference by simple majority of all the members of the Governing Board. 3. The Terms of Reference shall be made public after their adoption by the Governing Board. 4. These Terms of Reference shall enter into force immediately after they have been adopted by the Governing Board. The same shall apply to any amendments made to these Terms of Reference. Page 7 of 8

8 5. These Terms of Reference have been adopted: o BUILDING on the concept and objectives of joint programming as formulated in the communication of the Commission "Towards joint Programming research: Working together to tackle common challenges more effectively" 2 ; o RECALLING the conclusions of the European Council of 1 and 2 December launching an initiative on joint programming of research in Europe in response to major societal challenges; o REFERRING to the conclusions of the European Council of 26 May welcoming a 2 nd wave of JPI themes, among them Urban Europe Global Challenges, Local Solutions ; o REFERRING to the conclusions of the European Council of 17 July , launching the 1 st wave of JPIs; o REFERRING to the conclusions of the European Council of 6 December 2011, launching the 2 nd wave of JPIs; 2 COM(2008) / / /10 Page 8 of 8