Council Regulation (EC) No 72/2008 (repealed)Show full title

Article 6 Governing board

Composition, voting rights and decision-taking

(a)

The governing board shall consist of representatives of the members of the ENIAC Joint Undertaking and the chairperson of the industry and research committee;

(b)

each member of the ENIAC Joint Undertaking shall appoint its representatives and a lead delegate who shall hold the voting rights of the member in the governing board. The chairperson of the industry and research committee shall have no voting rights;

(c)

voting rights for AENEAS and the public authorities shall be equal and shall amount in total to at least 90 % of the total votes. The initial distribution of the voting rights shall be 50 % for AENEAS and 50 % for public authorities;

(d)

the distribution of the votes for the public authorities shall be established annually in proportion to the funds they have committed to projects in the past two financial years. The Commission shall hold a minimum of 10 % of the votes;

(e)

for the first financial year, and any subsequent financial years in which one or two ENIAC member States have committed public funds to projects in the previous financial years, the Commission shall hold one third of the votes corresponding to public authorities. The remaining two thirds shall be distributed equally amongst the ENIAC member States;

(f)

voting rights for any new member that is not a Member State or an associated country shall be determined by the governing board before accession of this member to the ENIAC Joint Undertaking;

(g)

decisions shall be adopted by a majority of at least 75 % of votes unless otherwise explicitly stated in these statutes;

(h)

the representatives shall not be personally liable for actions undertaken in their capacity as representatives to the governing board.

Role and tasks

The governing board shall have overall responsibility for the operations of the ENIAC Joint Undertaking and shall oversee the implementation of its activities.

The governing board shall in particular:

(a)

assess applications and decide or recommend changes in membership in accordance with Article 4;

(b)

decide on the termination of the membership of any member that is in default of its obligations and has not remedied within a reasonable period set by the executive director, without prejudice to the provisions of the Treaty ensuring compliance with Community law;

(c)

adopt the financial rules of the ENIAC Joint Undertaking in accordance with Article 6 of this Regulation;

(d)

approve the initiatives to amend the statutes in accordance with Article 24;

(e)

approve the multiannual strategic plan including the Research Agenda referred to in Article 19(1);

(f)

supervise the overall activities of the ENIAC Joint Undertaking;

(g)

supervise progress in implementing the multiannual strategic plan referred to in Article 19(1);

(h)

approve, in accordance with Article 18(4) the annual implementation plan and the annual budget plan referred to in Article 19(3), including the staff establishment plan;

(i)

approve the annual activity report referred to in Article 19(4) and the annual accounts and balance sheet;

(j)

appoint, dismiss or replace the executive director, provide guidance to the executive director, and monitor the executive director's performance;

(k)

establish committees or working groups to carry out specific tasks as necessary;

(l)

adopt its rules of procedure in accordance with paragraph 3;

(m)

assign any task not specifically allocated to one of the other bodies of the ENIAC Joint Undertaking;

(n)

adopt practical arrangements for implementing Regulation (EC) No 1049/2001 as referred to in Article 14 of this Regulation.

The Community shall hold a veto right for all decisions related to the use of its financial contributions, decisions concerning the winding-up of the ENIAC Joint Undertaking and decisions related to points (a), (b), (c), (j) and (n).

Rules of procedure

(a)

the governing board shall meet at least twice a year, normally at the seat of the ENIAC Joint Undertaking;

(b)

the meetings of the governing board shall be chaired by the chairperson of the industry and research committee;

(c)

unless otherwise decided by the governing board, the executive director shall participate in the meetings;

(d)

until the governing board has adopted its own rules of procedure the meetings shall be convened by the Commission;

(e)

the quorum of the governing board shall be constituted by the Commission, AENEAS and at least three ENIAC member States representatives.