Council Regulation (EC) No 74/2008 (repealed)Show full title

ANNEX STATUTES OF THE ARTEMIS JOINT UNDERTAKING

Article 1 Definitions

For the purposes of these Statutes, the following definitions shall apply:

(a)

‘project’ means a research and/or development project that is selected by the ARTEMIS Joint Undertaking following open and competitive calls for proposals and thereafter partly funded by the ARTEMIS Joint Undertaking;

(b)

‘total costs’ means eligible costs of the projects as defined by the respective funding authorities issuing the grant agreements;

(c)

‘running costs’ means the costs necessary for the functioning of the ARTEMIS Joint Undertaking excluding the funding of R & D activities;

(d)

‘affiliated entity’ means an affiliated entity as defined in Article 2 of the Regulation (EC) No 1906/2006.

Article 2 Tasks and activities

The main tasks and activities of the ARTEMIS Joint Undertaking shall be the following:

(a)

to ensure the establishment and sustainable management of the JTI on Embedded Computing Systems;

(b)

to define and make any necessary adjustment to the Multiannual Strategic Plan including the Research Agenda as referred to in Article 19(1);

(c)

to define and carry out Annual Implementation Plans as referred to in Article 19(3) for executing the Multiannual Strategic Plan as referred to in Article 19(1);

(d)

to initiate calls for proposals, to evaluate proposals, and award funding to projects selected through open, transparent and effective procedures, within the limits of available funds;

(e)

to develop close cooperation and ensure coordination with European, in particular the Seventh Framework Programme, national and transnational activities, bodies and stakeholders, aiming at fostering a fertile innovation environment in Europe and better synergies and exploitation of research and development results in the area of Embedded Computing Systems;

(f)

to monitor progress towards the objectives of the ARTEMIS Joint Undertaking;

(g)

to undertake communication and dissemination activities;

(h)

to publish information on the projects, including the name of the participants and the amount of the financial contribution of the ARTEMIS Joint Undertaking per participant;

(i)

to carry out any other activity needed to achieve the objectives referred to in Article 2 of the Regulation.

Article 3 Members

1. The founding members of the ARTEMIS Joint Undertaking (hereinafter referred to as ‘founding members’) shall be:

(a) the Community, represented by the Commission;

(b) Belgium, Denmark, Germany, Estonia, Ireland, Greece, Spain, France, Italy, Hungary, the Netherlands, Austria, Portugal, Romania, Slovenia, Finland, Sweden, the United Kingdom; and

(c) upon acceptance of the Statutes of the ARTEMIS Joint Undertaking, the ARTEMISIA association (hereinafter referred as ARTEMISIA), an association registered under Dutch law (registration No 17201341) with its registered office in Eindhoven (the Netherlands), acting as a representative of companies and other R & D actors operating in the field of Embedded Computing Systems in Europe.

2. Provided that they subscribe to the objectives as described in Article 2 of the Regulation and are willing to assume all obligations of membership, including the acceptance of the Statutes of the ARTEMIS Joint Undertaking, the following entities may become members of the ARTEMIS Joint Undertaking:

(a) other Member States and Associated Countries;

(b) any other country (hereinafter referred to as third country) pursuing R & D policies or programmes in the area of Embedded Computing Systems;

(c) any other legal entity capable of making a substantial financial contribution to the achievement of the objectives of the ARTEMIS Joint Undertaking.

3. The founding members and new members as referred to in paragraph 2 shall hereinafter be referred to as ‘members’.

4. Member States and Associated Countries members of the ARTEMIS Joint Undertaking shall hereinafter be referred to as ‘ARTEMIS Member States’. Each ARTEMIS Member State shall appoint its representative in the bodies of the ARTEMIS Joint Undertaking and designate the national entity or entities responsible for fulfilling its obligations with respect to implementation of the activities of the ARTEMIS Joint Undertaking.

5. The ARTEMIS Member States and the Commission shall hereinafter be referred to as the ‘public authorities’ of the ARTEMIS Joint Undertaking.

Article 4 Accession and changes to membership

1. Any new membership application to the ARTEMIS Joint Undertaking shall be addressed to the Governing Board in accordance with Article 6(2)(a).

2. Member States or Associated Countries that are not founding members of the ARTEMIS Joint Undertaking shall become members upon notification to the Governing Board of their written acceptance of these Statutes and of any other provisions governing the functioning of the ARTEMIS Joint Undertaking.

3. Any application for membership of the ARTEMIS Joint Undertaking by third countries shall be considered by the Governing Board, which shall make a recommendation to the Commission. The Commission may make a proposal to amend this Regulation on the accession of the third country, subject to the successful completion of negotiations with the ARTEMIS Joint Undertaking.

4. Decisions of the Governing Board on accession of any other legal entity or recommendations of the Governing Board on the accession of third countries shall be made taking into account the relevance and potential added value of the applicant for the achievement of the objectives of the ARTEMIS Joint Undertaking. For any application for new membership, the Commission shall provide timely information to the Council on the assessment and, where applicable, on the decision of the Governing Board.

5. Membership of the ARTEMIS Joint Undertaking may not be transferred to a third party unless the prior agreement of the Governing Board is given.

6. Any member may withdraw from the ARTEMIS Joint Undertaking. Withdrawal shall become effective and irrevocable six months after notification to the other members following which the former member shall be discharged from any obligations other than those already undertaken through decisions of the ARTEMIS Joint Undertaking in accordance with these Statutes, prior to the member's withdrawal.

Article 5 Bodies of the ARTEMIS Joint Undertaking

1. The Bodies of the ARTEMIS Joint Undertaking shall be:

• the Governing Board,

• the Executive Director,

• the Public Authorities Board,

• the Industry and Research Committee.

2. In case a specific task is not assigned to one of the bodies, the Governing Board shall be the competent one.

Article 6 Governing Board

Composition, voting rights and decision taking

(a)

The Governing Board shall consist of representatives of the members of the ARTEMIS Joint Undertaking and the Chairperson of the Industry and Research Committee;

(b)

each member of the ARTEMIS 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 ARTEMISIA 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 ARTEMISIA 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 two or fewer ARTEMIS 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 ARTEMIS 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 ARTEMIS Joint Undertaking;

(g)

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

(h)

the representatives shall not be personally liable for actions undertaken in their capacity as representatives in the Governing Board.

Role and tasks

The Governing Board shall have overall responsibility for the operations of the ARTEMIS 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 ARTEMIS Joint Undertaking in accordance with Article 6 of the 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 ARTEMIS Joint Undertaking;

(g)

supervise progress in implementing the Multiannual Strategic Plan referred to in Article 19(1);

(h)

approve, in accordance to 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 ARTEMIS Joint Undertaking;

(n)

adopt practical arrangements for implementing Regulation (EC) No 1049/2001 as referred to in Article 14 of the 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 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 ARTEMIS 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, ARTEMISIA and at least three ARTEMIS Member States representatives.

Article 7 Executive Director

1. The Executive Director shall be the chief executive responsible for the day-to-day management of the ARTEMIS Joint Undertaking in accordance with the decisions of the Governing Board and its legal representative. He shall perform his tasks with complete independence and shall be accountable to the Governing Board. The Director shall exercise, in respect of the staff, the powers laid down in Article 7(2) of the Regulation.

2. The Executive Director shall be appointed by the Governing Board for a period of three years, following a call for expression of interest published in the Official Journal of the European Union and in other publicly accessible periodicals or internet sites. After an evaluation of the Executive Director's performance, the Board may extend the term of office once for a further period of not more than four years.

3. The role and tasks of the Executive Director shall be:

(a) to prepare the Annual Implementation Plan referred to in Article 19(3) and the Annual Budget Plan, in collaboration with the Industry and Research Committee, and submit them to the Governing Board for approval, in accordance with Article 18;

(b) to oversee the organisation and execution of all activities needed to carry out the Annual Implementation Plan within the framework and the rules laid down by these Statutes and subsequent decisions adopted by the Governing Board and the Public Authorities Board;

(c) to prepare the Annual Activity Report referred to in Article 19(4) and the Annual Accounts and balance sheets as referred to in Article 18(5) and submit them to the Governing Board for approval;

(d) to present proposals on the internal functioning of the ARTEMIS Joint Undertaking to the Governing Board for approval;

(e) to present proposals on the rules of procedure for calls for proposals launched by the ARTEMIS Joint Undertaking, including the associated project proposal evaluation and selection process to the Public Authorities Board for approval;

(f) to manage the launch of calls for proposals, the process of evaluating and selecting project proposals and negotiating grant agreements for selected proposals, and the subsequent periodic monitoring and follow-up of projects within the mandate given by the Public Authorities Board;

(g) to conclude grant agreements for the implementation of the R & D Activities as referred to in Article 12 and 13, and service and supply contracts necessary for the operations of the ARTEMIS Joint Undertaking as referred to in Article 20;

(h) to authorise all payments due by the ARTEMIS Joint Undertaking;

(i) to establish and implement the necessary measures and actions for assessing the progress of the ARTEMIS Joint Undertaking towards achieving its objectives, including independent monitoring and auditing to assess the effectiveness and performance of the ARTEMIS Joint Undertaking;

(j) to organise project reviews and technical audits for the assessment of research and development results, and to report to the Governing Board on the overall results;

(k) to carry out financial audits, directly or through the national public authorities, on project participants as necessary, in compliance with the financial rules of the ARTEMIS Joint Undertaking;

(l) to negotiate the conditions for accession of new members of the ARTEMIS Joint Undertaking, on behalf of and within the mandate of the Governing Board;

(m) to carry out any other necessary action for the successful achievement of the ARTEMIS Joint Undertaking's objectives not provided for in the Annual Implementation Plan referred to in Article 19(3), within any limits and conditions established by the Governing Board;

(n) to convene and/or organise meetings of the Governing Board and of the Public Authorities Board and to attend where appropriate these meetings as an observer;

(o) to provide the Governing Board with any information requested by it;

(p) to submit to the Governing Board his proposal(s) concerning the organisation structure of the Secretariat;

(q) to perform risk assessment and risk management analysis and to propose to the Governing Board any insurance that it may be necessary for the ARTEMIS Joint Undertaking to take out in order to meet its obligations.

4. A Secretariat under the responsibility of the Executive Director shall be established to provide support in all his tasks, including:

(a) secretarial support for the Bodies of the ARTEMIS Joint Undertaking;

(b) operational support for evaluating proposals and monitoring projects, including support in organising calls for proposals and arranging for project reviews and technical audits;

(c) establishment and management of an appropriate internal audit and accounting system;

(d) financial tasks, including payments of financial contributions from the ARTEMIS Joint Undertaking to participants in projects;

(e) support for communication activities such as public relations, publication and dissemination activities and organisation of events;

(f) managing invitations to tender for ARTEMIS Joint Undertaking goods/services requirements according to the financial rules of the ARTEMIS Joint Undertaking.

5. Non-financial tasks of the Secretariat may be contracted by the ARTEMIS Joint Undertaking to external service providers. Such contracts shall be established in accordance with the provisions of the financial rules of the ARTEMIS Joint Undertaking.

Article 8 Public Authorities Board

Composition, voting rights and decision taking:

(a)

The Public Authorities Board shall consist of the public authorities of the ARTEMIS Joint Undertaking;

(b)

each public authority shall appoint its representatives and a lead delegate who shall hold the voting rights in the Public Authorities Board;

(c)

one third of the voting rights in the Public Authorities Board shall be assigned to the Community; the remaining two thirds shall be allocated to the other members of the Public Authorities Board on an annual basis in proportion to their financial contribution to the activities of the ARTEMIS Joint Undertaking for that year in accordance with Article 11(6)b and with an upper limit for any given member of 50 % of the total voting rights in the Public Authorities Board;

(d)

if less than three ARTEMIS Member States have communicated to the Executive Director their financial contribution according to Article 11(6)(b), the Community shall hold one third of the votes and the remaining two thirds shall be distributed equally amongst the ARTEMIS Member States;

(e)

decisions shall be taken by at least 60 % of total votes;

(f)

the representative of the Community shall have a veto right on all issues concerning the use of its own contribution to the ARTEMIS Joint Undertaking;

(g)

any Member State or Associated Country that is not member of the ARTEMIS Joint Undertaking shall be able to participate in the Public Authorities Board as an observer. These States shall receive all relevant Public Authorities Board documents and shall be able to provide advice on any decision taken by the Public Authorities Board.

Role and tasks

The Public Authorities Board shall:

(a)

ensure that the principles of fairness and transparency are properly applied in the allocation of public funding to participants in projects;

(b)

discuss and approve the Annual Work Programme referred to in Article 19(2) upon proposals from the Industry and Research Committee, including the budgets available for calls for proposals;

(c)

approve the rules of procedure for calls for proposals, for the evaluation and selection of proposals and for monitoring of projects;

(d)

upon proposal of the representative of the Community, decide on the ARTEMIS Joint Undertaking financial contribution to the budget of the calls for proposals;

(e)

approve the scope and the launch of calls for proposals;

(f)

approve the selection of project proposals to receive public funding following calls for proposals;

(g)

upon proposal of the representative of the Community, decide on the percentage of the ARTEMIS Joint Undertaking's financial contribution referred to in Article 13(6)(a) to participants in projects arising from calls for proposals in any given year;

(h)

adopt its rules of procedure in accordance with paragraph 3.

Rules of procedure

(a)

The Public Authorities Board shall meet at least twice a year, normally at the seat of the ARTEMIS Joint Undertaking;

(b)

the Public Authorities Board shall elect its Chairperson;

(c)

until the Public Authorities Board has adopted its rules of procedure, the meetings shall be convened by the Commission;

(d)

the quorum of the Public Authorities Board shall be constituted by the Commission and at least three ARTEMIS Member States representatives.

Article 9 Industry and Research Committee

Composition

ARTEMISIA shall appoint the members of the Industry and Research Committee.

The Industry and Research Committee shall consist of no more than 25 members.

Role and tasks

The Industry and Research Committee shall:

(a)

elaborate the draft Multiannual Strategic Plan referred to in Article 19(1), including the content and update of the Research Agenda, and submit it to the Governing Board for approval;

(b)

prepare the draft Annual Work Programme referred to in Article 19(2), including proposals for the content of calls for proposals to be launched by the ARTEMIS Joint Undertaking;

(c)

elaborate proposals regarding the technological, research and innovation strategy of the ARTEMIS Joint Undertaking;

(d)

elaborate proposals for activities regarding the creation of open innovation environments, promoting the participation of SMEs, developing standards transparently and with openness to participation, international cooperation, dissemination and public relations;

(e)

advise the other bodies on any issue related to planning and operating research and development programmes, fostering partnerships and leveraging resources in Europe in order to achieve the objectives of the ARTEMIS Joint Undertaking;

(f)

appoint working groups where necessary under the overall coordination of one or more members of the Industry and Research Committee in order to achieve the above tasks;

(g)

adopt its rules of procedure in accordance with paragraph 3.

Rules of procedure

(a)

The Industry and Research Committee shall meet at least twice a year;

(b)

the Industry and Research Committee shall elect its Chairperson;

(c)

until the Industry and Research Committee has adopted its own rules of procedure, the meetings shall be convened by ARTEMISIA.

Article 10 Internal auditing function

The functions entrusted by Article 185(3) of the Financial Regulation to the Commission's internal auditor shall be carried out under the responsibility of the Governing Board, which shall make appropriate provision, taking into account the size and the scope of the ARTEMIS Joint Undertaking.

Article 11 Sources of financing

1. The activities of the ARTEMIS Joint Undertaking shall be jointly funded through financial contributions paid in partial instalments and in-kind contributions from its members to support the running costs and the R & D Activities.

2. All resources of the ARTEMIS Joint Undertaking shall be devoted to achieving the objectives laid down in Article 2 of the Regulation.

3. The resources of the ARTEMIS Joint Undertaking entered to its budget shall be composed of:

(a) members' contributions to the running costs, except for the ones referred to in paragraph 5(c);

(b) a Community contribution to fund the R & D Activities;

(c) any revenue generated by the ARTEMIS Joint Undertaking;

(d) any other financial contributions and revenues.

Any interest yielded by the contributions paid by its members shall be considered to be revenue of the ARTEMIS Joint Undertaking.

4. Any legal entity that is not a member may make in-kind or cash contributions to the resources of the ARTEMIS Joint Undertaking under the terms and conditions negotiated by the Executive Director on behalf of and within the mandate granted by the Governing Board.

5. The running costs of the ARTEMIS Joint Undertaking shall be borne by its members:

(a) ARTEMISIA shall make a contribution of up to EUR 20 million or up to 1 % of the sum of the total cost of all projects, whichever figure is higher, but not exceeding EUR 30 million;

(b) the Community shall make a contribution of up to EUR 10 million. If part of this contribution is not used it may be available for R & D Activities referred to in paragraph 6;

(c) ARTEMIS Member States shall make in-kind contributions to the running costs by facilitating the implementation of projects and the granting of public funds as referred to in Articles 12 and 13;

(d) the contributions of the Community and ARTEMISIA shall be made available in accordance with the provisions of the relevant Annual Budget Plan referred to in Article 18. Partial instalments shall be provided on the basis of the Joint Undertaking's financial needs.

6. The R & D Activities of the ARTEMIS Joint Undertaking shall be supported through:

(a) a financial contribution from the Community of up to EUR 410 million to finance projects which may be eventually increased by any unspent part of the Community contribution referred to in paragraph 5(b);

(b) financial contributions from ARTEMIS Member States that shall amount in total to at least 1,8 times the Community's financial contribution. These financial contributions shall be paid to project participants according to the provisions of Articles 12 and 13. Every year, ARTEMIS Member States shall communicate to the Executive Director by a date determined by the Governing Board their national financial commitments reserved for calls for proposals to be launched by the ARTEMIS Joint Undertaking taking into account the scope of the supported R & D Activities addressed in the calls;

(c) in-kind contributions by research and development organisations participating in projects which shall be equal to their share of the necessary eligible cost of carrying out the projects as defined on the basis of the rules of the respective funding authorities issuing the grant agreements. Their overall contribution over the duration of the ARTEMIS Joint Undertaking shall be equal to or greater than the contribution of public authorities.

7. The financial contributions of the members to the ARTEMIS Joint Undertaking shall be paid through partial instalments in accordance with the provisions of the Annual Budget Plan referred to in Article 18.

8. Any new member of the ARTEMIS Joint Undertaking other than Member States or Associated Countries shall make a financial contribution to the ARTEMIS Joint Undertaking.

9. Should any member of the ARTEMIS Joint Undertaking be in default of its commitments concerning its agreed financial contribution to the ARTEMIS Joint Undertaking, the Executive Director shall notify such member in writing thereof and shall set a reasonable period in which such default may be remedied. If such default has not been remedied within such period, the Executive Director shall convene a meeting of the Governing Board to decide whether the defaulting member's membership should be revoked or if any other measures should be taken until its obligations have been met.

10. The ARTEMIS Joint Undertaking shall own all assets generated by or transferred to it for the fulfilment of its objectives as described in Article 2 of the Regulation, unless otherwise specified.

Article 12 Implementation of R & D Activities

1. The ARTEMIS Joint Undertaking shall support R & D Activities through open and competitive calls for proposals, independent evaluation and selection of proposals, allocation of public funding to selected proposals, and the funding of projects.

2. The ARTEMIS Joint Undertaking shall conclude grant agreements with project participants for the implementation of the projects. The terms and conditions of these grant agreements shall be in accordance with the ARTEMIS Joint Undertaking financial rules referred to in Article 6 of the Regulation and shall refer to and, where appropriate, rely on corresponding national grant agreements as referred to in Article 13(6)(b).

3. In order to enable the implementation of projects and the granting of public funds, the ARTEMIS Joint Undertaking shall establish administrative arrangements with the national entities designated by the ARTEMIS Member States for that purpose, in line with the financial rules of the ARTEMIS Joint Undertaking.

4. Member States or Associated Countries that are not members of the ARTEMIS Joint Undertaking may conclude similar arrangements with the ARTEMIS Joint Undertaking.

5. The ARTEMIS Joint Undertaking shall set up the procedures for the supervision and control of the R & D Activities, including provisions for monitoring and technical auditing of projects. The ARTEMIS Member States shall not require additional monitoring and technical audit reports other than those required by the ARTEMIS Joint Undertaking.

Article 13 Funding of projects

1. Public funding for projects selected following calls for proposals published by the ARTEMIS Joint Undertaking shall consist of the national financial contributions from the ARTEMIS Member States and/or the financial contribution from the ARTEMIS Joint Undertaking. Any public support under this initiative is without prejudice to the procedural and material State aid rules when applicable.

2. The following legal entities shall be eligible for receiving funding from the Community contribution to the R & D Activities of the ARTEMIS Joint Undertaking as referred to in Article 5 of the Regulation:

(a) legal entities established in the ARTEMIS Member States having concluded a grant agreement for such project with the corresponding national authority following the award procedures of the ARTEMIS Joint Undertaking;

(b) other legal entities established in Member States or Associated Countries that are not members of the ARTEMIS Joint Undertaking. In this case, such States or countries may establish administrative arrangements with the ARTEMIS Joint Undertaking to enable the participation of the companies and research and development organisations located in their territories.

In order to be considered eligible for Community funding, costs incurred in the implementation of R & D Activities shall be excluded of value added tax.

3. The calls for proposals launched and published by the ARTEMIS Joint Undertaking shall specify the overall budget available for each call. This budget shall indicate the amounts committed at national level by each ARTEMIS Member State and the estimated amount of the ARTEMIS Joint Undertaking financial contribution. The calls shall state the evaluation criteria in relation to the objectives of the call and any national or ARTEMIS Joint Undertaking eligibility criteria.

4. The ARTEMIS Joint Undertaking financial contribution to the budget of each call shall be equivalent to 55 % of the total amount committed by the ARTEMIS Member States, unless the Public Authorities Board decides otherwise at the proposal of the representative of the Community.

5. Calls, evaluation and selection of proposals shall respect the following rules:

(a) calls for proposals launched by the ARTEMIS Joint Undertaking shall be open to participants established in ARTEMIS Member States and in any other Member State or Associated Country. They shall be made public;

(b) consortia of participants in project proposals submitted in response to these calls shall include at least three non-affiliated entities established in at least three ARTEMIS Member States. The prospective Participants and their contribution to the project proposals shall be verified by the ARTEMIS Joint Undertaking, on the basis of verifications provided by the respective public authorities, against the pre-defined national and Joint Undertaking eligibility criteria for funding. They shall be informed on their compliance, where possible before they submit a full project proposal. These checks shall not result in significant delays in the proposal evaluation and the selection process;

(c) the evaluation and selection process carried out with the assistance of independent experts shall ensure that allocation of the ARTEMIS Joint Undertaking public funding follows the principles of equal treatment, excellence and competition;

(d) following the evaluation of proposals, the Public Authorities Board shall establish a ranked list of proposals on the basis of clear evaluation criteria and their collective contribution towards achieving the objectives of the call;

(e) the Public Authorities Board shall decide on the selection of proposals and the allocation of public funding to selected proposals up to the limit of the budgets available, taking into account any national eligibility criteria and the verifications carried out in accordance with point (b). This decision shall also be binding for ARTEMIS Member States without any further evaluation or selection processes.

6. Funding of projects shall respect the following rules:

(a) the financial contribution of the ARTEMIS Joint Undertaking to participants in projects shall be provided at a percentage of the total costs, defined when appropriate by the respective funding authorities issuing the grant agreements, incurred for implementing the project. This percentage shall be determined on a yearly basis by the ARTEMIS Joint Undertaking and be up to 16,7 %. This percentage shall be equal for all participants in projects arising from any given call for proposals;

(b) ARTEMIS Member States shall establish grant agreements with participants in projects in accordance with their national rules, in particular as regards eligibility criteria and other necessary financial and legal requirements. When applicable, national financial contributions from ARTEMIS Member States shall be disbursed directly to participants in projects according to the national grant agreements. ARTEMIS Member States shall undertake best efforts to synchronise the terms and conditions and the establishment of grant agreements and to disburse their financial contributions in a timely manner.

Article 14 Financial commitments

The financial commitments of the ARTEMIS Joint Undertaking shall not exceed the amount of financial resources available or committed to its budget by its members.

Article 15 Financial revenue

Except when the ARTEMIS Joint Undertaking is wound up pursuant to Article 25, any excess revenue over expenditure shall not be paid to the members of the ARTEMIS Joint Undertaking.

Article 16 Financial year

The financial year shall correspond to the calendar year.

Article 17 Financial implementation

The Executive Director shall implement the budget of the ARTEMIS Joint Undertaking.

Article 18 Financial reporting

1. Every year, the Executive Director shall present to the Governing Board a preliminary draft Annual Budget Plan containing a forecast of annual expenditure for the following two years and including the staff establishment plan. Within this forecast, the estimates of revenue and expenditure for the first of those two years shall be drawn up in such detail as is necessary for the internal budgetary procedure of each member regarding its financial contributions to the ARTEMIS Joint Undertaking. The Executive Director shall supply the Governing Board with all supplementary information needed for this purpose.

2. The members of the Governing Board shall communicate to the Executive Director their comments on the preliminary draft Annual Budget Plan and in particular on the estimates of resources and expenditure for the following year.

3. Taking into account the comments received from the members of the Governing Board, the Executive Director shall prepare the draft Annual Budget Plan for the following year in collaboration with the Industry and Research Committee and submit it to the Governing Board for approval.

4. The Annual Budget Plan and the Annual Implementation Plan for a particular year shall be adopted by the Governing Board of the ARTEMIS Joint Undertaking by the end of the previous year.

5. Within two months of the closure of each financial year, the Annual Accounts and balance sheets for the preceding year shall be submitted by the Executive Director to the Governing Board for approval. The Annual Accounts and balance sheets for the preceding year shall be submitted to the Court of Auditors and the Commission.

Article 19 Planning and reporting

1. The Multiannual Strategic Plan shall specify the strategy and plans for achieving the objectives of the ARTEMIS Joint Undertaking, including the Research Agenda.

2. The Annual Work Programme shall describe the scope and budget of calls for proposals needed to implement the Research Agenda for a particular year.

3. The Annual Implementation Plan shall specify the plan for the execution of all the activities of the ARTEMIS Joint Undertaking for a particular year, including planned calls for proposals and actions needing to be implemented through calls for proposals. The Annual Implementation Plan shall be presented by the Executive Director to the Governing Board together with the Annual Budget Plan referred to in Article 18.

4. The Annual Activity Report shall present progress made by the ARTEMIS Joint Undertaking in each calendar year, in particular in relation to the Multiannual Strategic Plan and the Annual Implementation Plan for that year. It shall also include information on the participation of SMEs in Joint Undertaking's R & D Activities. The Annual Activity Report shall be presented by the Executive Director together with the Annual Accounts and balance sheets.

5. Once approved by the Governing Board, a publishable version of the Multiannual Strategic Plan, the Annual Implementation Plan and the Annual Activity Report shall be made available.

Article 20 Service and supply contracts

The ARTEMIS Joint Undertaking shall set up all the appropriate procedures and mechanisms for the implementation, supervision and control of service and supply contracts concluded where necessary for the operations of the ARTEMIS Joint Undertaking, according to the provisions of its financial rules.

Article 21 Liability of members, insurance

1. The ARTEMIS Joint Undertaking shall not be responsible for meeting the financial obligations of its members. It shall not be liable for any ARTEMIS Member State failing to meet its obligations resulting from calls for proposals launched by the ARTEMIS Joint Undertaking.

2. The members are not liable for any of the ARTEMIS Joint Undertaking's obligations. The financial liability of the members is an internal liability towards the ARTEMIS Joint Undertaking only, and is limited to their commitment to contribute to the resources as set out in Article 11(3).

3. Notwithstanding the financial contributions due to project participants pursuant to Article 13(6)(a), the financial liability of the ARTEMIS Joint Undertaking for its debts is limited to the contributions that the members have made to the running costs as set out in Article 11(3)(a).

4. The ARTEMIS Joint Undertaking shall take out and maintain appropriate insurance.

Article 22 Conflict of interests

The ARTEMIS Joint Undertaking shall avoid any conflict of interests in the implementation of its activities.

Article 23 Intellectual property policy

1. The following rules governing the protection, use and the dissemination of research results are based on Regulation (EC) No 1906/2006 and shall ensure that, where appropriate, intellectual property generated in R & D Activities under this Regulation is protected, and that research results are used and disseminated.

The objective of the intellectual property policy as laid down in this Article is to promote the creation of knowledge and its exploitation, to achieve fair allocation of rights, to reward innovation, and to achieve broad participation of private and public entities in projects.

2. For the purposes of this Article:

(a) ‘information’ means any drawings, specifications, photographs, samples, models, processes, procedures, instructions, software, reports, papers, or any other technical and/or commercial information, know-how, data or documents of any kind, including oral information, other than ‘Intellectual Property Rights’;

(b) ‘Intellectual Property Rights’ (IPR) means any intellectual property rights, including patents, utility models and utility certificates, industrial design rights, copyrights, trade secrets, database rights, topographies of semiconductor products' rights, as well as any registrations, applications, divisions, continuations, re-examinations, renewals or reissues of any of the foregoing, excluding trademarks and trade names;

(c) ‘background information’ means any information which is owned or controlled by a project participant on the effective date of the corresponding project agreement, or in respect of which ownership or control is acquired by a project participant as a result of activities outside the framework of the project;

(d) ‘background IPR’ means any IPRs which are owned or controlled by a project participant on the effective date of the corresponding project agreement, or in respect of which ownership or control is acquired during the term of the corresponding project agreement as a result of activities outside the framework of the project;

(e) ‘background’ means background information and background IPR;

(f) ‘foreground information’ means any information that is generated as a result of the activities conducted within the framework of a project concerned, as specified in the corresponding project agreement;

(g) ‘foreground IPR’ means any IPRs that are generated as a result of the activities conducted within the framework of the project concerned as specified in the corresponding project agreement;

(h) ‘foreground’ means foreground information and foreground IPR;

(i) ‘access right’ means non-exclusive licences and user rights to foreground or background which rights shall not include the right to sublicense unless otherwise agreed upon in the project agreement;

(j) ‘needed’ means ‘technically essential’ for the implementation of the project and/or in respect of use of foreground and, where Intellectual Property Rights are concerned, shall mean that those Intellectual Property Rights would be infringed if the access rights were not granted;

(k) ‘use’ means the developing, creating and marketing of a product or process for creating and providing a service as may be further defined in the applicable project agreement;

(l) ‘dissemination’ means the disclosure of foreground by any appropriate means other than that resulting from the formalities for protecting it, and including the publication of foreground in any medium;

(m) ‘project agreement’ means an agreement between project participants setting forth all or part of the terms and conditions that apply between them regarding a specific project, such as a project consortium agreement, which agreement shall include without limitation access rights in accordance with this Article;

(n) ‘transfer conditions’ means financial conditions that have a value lower than fair and reasonable conditions, normally the cost of making the access rights available.

3. Without prejudice of Community competition rules, the intellectual property arrangements in projects shall be governed by the following principles:

3.1. Ownership

3.1.1. The ARTEMIS Joint Undertaking shall own any tangible and intangible assets created with its own resources or transferred to it for the implementation of the ARTEMIS Joint Undertaking, unless otherwise specified.

3.1.2. Notwithstanding the provisions above, the ARTEMIS Joint Undertaking shall not retain any information or IPR created in projects.

3.1.3. Each participant in a project remains the owner of its background. Participants may define the background needed for the purposes of the ARTEMIS Joint Undertaking project in a written project agreement and, where appropriate, may exclude specific background.

3.1.4. Foreground arising from work carried out under projects shall be the property of the participant(s) carrying out the work generating that foreground according to the arrangements described in the grant and project agreements and the principles laid down in this Article.

3.2. Access rights

3.2.1. Project participants may decide to grant broader access rights than required by this Article. Project participants may define the background needed for the purposes of the project and, where appropriate, may agree to exclude specific background.

3.2.2. Access rights to background shall be granted to other participants in the same project if such background is needed by those other participants to carry out their own work in the project, provided that the owner is entitled to grant such rights. Access rights shall be granted on Transfer Conditions to be agreed by the project participants concerned, unless otherwise agreed by all participants in the project agreement.

3.2.3. Access rights to foreground shall be granted to other participants in the same project if such foreground is needed by those other participants to carry out their own work in the project. Such access rights shall be granted on a royalty-free non-exclusive and non-transferable basis.

3.2.4. Participants in the same project shall enjoy access rights to background if this is needed for the use of their own foreground of that project, provided that the owner of the background is entitled to grant them. Such access rights shall be granted on a non-exclusive, non-transferable basis on fair, reasonable and non-discriminatory conditions.

3.2.5. Participants in the same project shall enjoy access rights to foreground if this is needed for their own Use. Such access rights shall be granted on a non-transferable non-exclusive basis either royalty-free or on fair, reasonable and non-discriminatory conditions.

3.2.6. Subject to the agreement of all the owners concerned, access rights to foreground for the purposes of pursuing further research activities shall be granted to a third party on fair and reasonable conditions to be agreed.

3.3. Protection, use and dissemination

3.3.1. Where foreground is capable of being profitably exploited, its owner (i) shall provide for its appropriate and effective protection, having due regard to its own and the other participants' legitimate interest in the project concerned, particularly commercial interests, and (ii) shall use it or ensure that it is used.

3.3.2. Each participant shall ensure that the foreground of which it has ownership is disseminated without undue delay.

3.3.3. All dissemination activities shall be compatible with the protection of intellectual property rights, confidentiality obligations, and the legitimate interest of the owners of the foreground.

3.3.4. Prior notice of any dissemination activity regarding foreground, background or confidential information owned by other participants in the same project or other data or information that is amalgamated with such other participants foreground, background or confidential information, shall be given to such other participants. Within 45 days following such notification, any of those participants may object in writing if its legitimate interests in relation to its foreground or background may be harmed by such dissemination. In such cases, the dissemination activity shall not take place unless appropriate steps are taken to safeguard those legitimate interests.

3.3.5. All publications, patent applications filed by or on behalf of a participant, or any other dissemination relating to foreground shall include a statement that the foreground concerned was generated with financial support from the ARTEMIS Joint Undertaking. All dissemination activities shall be compatible with the protection of intellectual property rights, confidentiality obligations, and the legitimate interest of the owners of the foreground.

3.4. Transfer

3.4.1. Where a participant transfers ownership of foreground, it shall pass on its obligations regarding such foreground to the transferee including the obligation to pass those obligations on to any subsequent transferee. These obligations shall include those relating to the granting of access rights, and dissemination and use.

3.4.2. Subject to its obligations concerning confidentiality, where a project participant is required to pass on its obligations to provide access rights, it shall give at least 45 days prior notice to the other participants of the envisaged transfer, together with sufficient information concerning the envisaged new owner of the foreground to permit the other participants to exercise their access rights. Following notification, any other participant may object within 30 days or within a different time-limit agreed in writing, to any envisaged transfer of ownership on the grounds that it would adversely affect its access rights. Where any of the other participants demonstrate that their access rights would be adversely affected, the intended transfer shall not take place until agreement has been reached between participants concerned.

3.5. Project participants in the same project shall conclude among themselves a project agreement that shall lay down the intellectual property arrangements in compliance with this Article.

Article 24 Amendments to the Statutes

1. Any member of the ARTEMIS Joint Undertaking may make an initiative for amending the Statutes to the Governing Board.

2. The initiatives referred to in paragraph 1, as approved by the Governing Board, shall be submitted as draft amendments to the Commission who shall adopt them, as appropriate.

3. However, any amendment affecting the essential elements of these Statutes, and in particular amendments to Articles 3, 4, 6, 7, 11, 13, 21, 24 and 25 thereof, shall be adopted in accordance with Article 172 of the Treaty.

Article 25 Winding up

1. At the end of the period provided for in Article 1(1) of the Regulation, or following an amendment pursuant to Article 11(2) of the Regulation, the ARTEMIS Joint Undertaking shall be wound up.

2. The winding-up procedure shall be automatically triggered if the Commission withdraws from the ARTEMIS Joint Undertaking.

3. For the purpose of conducting the proceedings involved in liquidating the ARTEMIS Joint Undertaking, the Governing Board shall appoint one or more liquidators, who shall comply with the decisions of the Governing Board.

4. When the ARTEMIS Joint Undertaking is being wound up, it shall return to the host State any physical support item made available by the host State in accordance with the host agreement referred to in Article 17 of the Regulation.

5. When any physical asset has been dealt with as provided for in paragraph 4, any further assets shall be used to cover the liabilities of the ARTEMIS Joint Undertaking and the costs relating to its winding-up. Any surplus shall be distributed among the members existing at the time of the winding-up in proportion to their actual contribution to the ARTEMIS Joint Undertaking. Any surplus distributed to the Community shall be returned to the Commission budget.

6. Remaining assets shall be distributed to the members existing at the time of the winding-up in proportion to their actual contribution to the ARTEMIS Joint Undertaking.

7. An ad hoc procedure shall be set up to ensure the appropriate management of any grant agreement and service and supply contract concluded by the ARTEMIS Joint undertaking, with a duration longer than the duration of the ARTEMIS Joint Undertaking.