Annexes to COM(2013)496 - Bio-Based Industries Joint Undertaking

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dossier COM(2013)496 - Bio-Based Industries Joint Undertaking.
document COM(2013)496 EN
date May  6, 2014
ANNEX

STATUTES OF THE BIO-BASED INDUSTRIES JOINT UNDERTAKING

Article 1

Tasks

The BBI Joint Undertaking shall carry out the following tasks:

(a)ensure the establishment and sustainable management of the BBI Initiative;

(b)mobilise the public and private sector resources needed;

(c)establish and develop close and long-term cooperation between the Union, industry and the other stakeholders;

(d)ensure the efficiency of the BBI Initiative;

(e)reach the critical mass of research effort to embark on a long-term programme;

(f)monitor progress towards the achievement of the objectives of the BBI Joint Undertaking;

(g)provide financial support to research and innovation indirect actions mainly through grants;

(h)engage in information, communication, exploitation and dissemination activities by applying mutatis mutandis Article 28 of Regulation (EU) No 1291/2013, including making the detailed information on results from calls for proposals available and accessible in a common Horizon 2020 e-database;

(i)liaise with a broad range of stakeholders including research organisations and universities;

(j)any other task needed to achieve the objectives set out in Article 2 of this Regulation.

Article 2

Members

1.The members of the BBI Joint Undertaking shall be:

(a)the Union, represented by the Commission;

(b)upon acceptance of these Statutes, by means of a letter of endorsement, the Bio-based Industries Consortium Aisbl (the ‘BIC’), a non-profit organisation established under Belgium law, with its permanent office in Brussels, Belgium.

2.‘Constituent entities’ are the entities that constitute each member of the BBI Joint Undertaking other than the Union, according to that member’s Statutes.

Article 3

Changes to membership

1.Provided that it contributes to the funding referred to in Article 12 to achieve the objectives of the BBI Joint Undertaking set out in Article 2 of this Regulation, and accepts the Statutes of the BBI Joint Undertaking, any legal entity that directly or indirectly supports research and innovation in a Member State or in a country associated to Horizon 2020 may apply to become a member of the BBI Joint Undertaking.

2.Any application for membership to the BBI Joint Undertaking shall be addressed to the Governing Board of the BBI Joint Undertaking, accompanied by a proposal to adapt the composition of that Governing Board.

3.The Governing Board shall assess the application taking into account the relevance and the potential added value of the applicant as regards the achievement of the objectives of the BBI Joint Undertaking and shall decide on the application.

4.Any member may terminate its membership of the BBI Joint Undertaking. The termination shall become effective and irrevocable six months after notification to the other members. As from the date of termination, the former member shall be discharged from any obligations other than those approved or incurred by the BBI Joint Undertaking prior to terminating the membership.

5.Membership of the BBI Joint Undertaking may not be transferred to a third party without the prior agreement of the Governing Board.

6.Upon any change to membership pursuant to this Article, the BBI Joint Undertaking shall immediately publish on its website an updated list of its members, together with the date of such change.

Article 4

Bodies of the BBI Joint Undertaking

1.The bodies of the BBI Joint Undertaking shall be:

(a)the Governing Board;

(b)the Executive Director;

(c)the Scientific Committee;

(d)the States Representatives Group.

2.The Scientific Committee and the States Representatives Group shall be advisory bodies of the BBI Joint Undertaking.

Article 5

Composition of the Governing Board

The Governing Board shall be composed of the following:

(a)five representatives of the Commission, on behalf of the Union; and

(b)five representatives of the members other than the Union, at least one of which should be a Small and Medium Enterprise (SMEs) representative.

Article 6

Functioning of the Governing Board

1.The Union shall hold 50 % of the voting rights. The voting rights of the Union shall be indivisible. The members other than the Union shall hold an equal number of votes. The Members shall use their best efforts to achieve consensus. Failing consensus, the Governing Board shall take its decisions by a majority of at least 75 % of all votes, including the votes of those who are absent.

2.The Governing Board shall elect its chairperson for a period of two years.

3.The Governing Board shall hold its ordinary meetings twice a year. It may hold extraordinary meetings at the request of the Commission or of a majority of the representatives of the members other than the Union, or at the request of the chairperson. The meetings of the Governing Board shall be convened by its chairperson and shall usually take place at the seat of the BBI Joint Undertaking.

The Executive Director shall have the right to take part in the deliberations, but shall have no voting rights.

The chairperson of the States Representatives Group shall have the right to attend meetings of the Governing Board as an observer and take part in its deliberations, but shall have no voting rights.

The chairperson of the Scientific Committee shall have the right, whenever issues falling within its tasks are discussed, to attend meetings of the Governing Board as an observer and take part in its deliberations, but shall have no voting rights.

The Governing Board may invite, on a case by case basis, other persons to attend its meetings as observers, in particular representatives of regional authorities within the Union and representatives of civil society.

4.The representatives of the members shall not be personally liable for actions carried out in their capacity as representatives on the Governing Board.

5.The Governing Board shall adopt its own rules of procedure.

Article 7

Tasks of the Governing Board

1.The Governing Board shall have overall responsibility for the strategic orientation and the operations of the BBI Joint Undertaking and shall supervise the implementation of its activities.

2.The Commission, within its role in the Governing Board, shall seek to ensure coordination between the activities of the BBI Joint Undertaking and the relevant activities of Horizon 2020 with a view to promoting synergies when identifying priorities covered by collaborative research.

3.The Governing Board shall in particular carry out the following tasks:

(a)assess, accept or reject applications for a membership in accordance with Article 3 of these Statutes;

(b)decide on the termination of the membership in the BBI Joint Undertaking of any member that does not fulfil its obligations;

(c)adopt the financial rules of the BBI Joint Undertaking in accordance with Article 5 of this Regulation;

(d)adopt the annual budget of the BBI Joint Undertaking, including the corresponding staff establishment plan indicating the number of temporary posts by function group and by grade as well as the number of contract staff and seconded national experts expressed in full-time equivalents;

(e)exercise the appointing authority powers with respect to the staff, in accordance with Article 6(2) of this Regulation;

(f)appoint, dismiss, extend the term of office of, provide guidance to and monitor the performance of the Executive Director;

(g)approve the organisational structure of the Programme Office upon recommendation of the Executive Director;

(h)adopt the annual work plan and the corresponding expenditure estimates, as proposed by the Executive Director after having consulted the Scientific Committee and the States Representatives Group;

(i)approve the annual additional activities plan referred to in point (b) of Article 4(2) of this Regulation on the basis of a proposal from the members other than the Union and after having consulted, where appropriate, an ad hoc advisory group;

(j)approve the annual activity report, including the corresponding expenditure;

(k)arrange, as appropriate, for the establishment of an internal audit capability of the BBI Joint Undertaking;

(l)approve the calls as well as, where appropriate, the related rules for submission, evaluation, selection, award and review procedures;

(m)approve the list of actions selected for funding on the basis of the ranking list produced by a panel of independent experts;

(n)establish the BBI Joint Undertaking’s communications policy upon a recommendation by the Executive Director;

(o)where appropriate, establish implementing rules to the Staff Regulations and the Conditions of Employment in accordance with Article 6(3) of this Regulation;

(p)where appropriate, establish rules on the secondment of national experts to the BBI Joint Undertaking and on the use of trainees in accordance with Article 7 of this Regulation;

(q)where appropriate, set up advisory groups in addition to the bodies of the BBI Joint Undertaking;

(r)where appropriate, submit to the Commission a request to amend this Regulation proposed by a member of the BBI Joint Undertaking;

(s)be responsible for any task that is not specifically allocated to a particular body of the BBI Joint Undertaking which it may assign to any of those bodies;

Article 8

Appointment, dismissal or extension of the term of office of the Executive Director

1.The Executive Director shall be appointed by the Governing Board, from a list of candidates proposed by the Commission, following an open and transparent selection procedure. The Commission shall associate the representation from the other members of the BBI Joint Undertaking in the selection procedure as appropriate.

In particular, an appropriate representation from the other members of the BBI Joint Undertaking shall be ensured at the pre-selection stage of the selection procedure. For that purpose, the members other than the Union shall appoint by common agreement a representative as well as an observer on behalf of the Governing Board.

2.The Executive Director shall be a member of staff and shall be engaged as a temporary agent of the BBI Joint Undertaking under point (a) of Article 2 of the Conditions of Employment.

For the purpose of concluding the contract of the Executive Director, the BBI Joint Undertaking shall be represented by the chairperson of the Governing Board.

3.The term of office of the Executive Director shall be three years. By the end of that period, the Commission associating the members other than the Union as appropriate shall undertake an assessment of the performance of the Executive Director and the BBI Joint Undertaking’s future tasks and challenges.

4.The Governing Board, acting on a proposal from the Commission which takes into account the assessment referred to in paragraph 3, may extend the term of office of the Executive Director once, for a period of no more than four years.

5.An Executive Director whose term of office has been extended may not participate in another selection procedure for the same post at the end of the overall period.

6.The Executive Director may be dismissed only upon a decision of the Governing Board acting on a proposal from the Commission associating the members other than the Union as appropriate.

Article 9

Tasks of the Executive Director

1.The Executive Director shall be the chief executive responsible for the day-to-day management of the BBI Joint Undertaking in accordance with the decisions of the Governing Board.

2.The Executive Director shall be the legal representative of the BBI Joint Undertaking. The Executive Director shall be accountable to the Governing Board.

3.The Executive Director shall implement the budget of the BBI Joint Undertaking.

4.The Executive Director shall, in particular, carry out the following tasks in an independent manner:

(a)prepare and submit for adoption to the Governing Board the draft annual budget, including the corresponding staff establishment plan indicating the number of temporary posts in each grade and function group and the number of contract staff and seconded national experts expressed in full-time equivalents;

(b)prepare and submit for adoption to the Governing Board the annual work plan and the corresponding expenditure estimates;

(c)submit for opinion to the Governing Board the annual accounts;

(d)prepare and submit for approval to the Governing Board the annual activity report, including the information on corresponding expenditure;

(e)submit for approval to the Governing Board the list of actions selected for funding;

(f)inform the States Representatives Group and the Scientific Committee regularly of all matters relevant to their advisory role;

(g)sign individual agreements and decisions;

(h)sign procurement contracts;

(i)implement the BBI Joint Undertaking’s communications policy;

(j)organise, direct and supervise the operations and the staff of the BBI Joint Undertaking within the limits of the delegation by the Governing Board as provided for in Article 6(2) of this Regulation;

(k)establish and ensure the functioning of an effective and efficient internal control system and report any significant change to it to the Governing Board;

(l)ensure that risk assessment and risk management are performed;

(m)take any other measures needed for assessing the progress of the BBI Joint Undertaking towards achieving its objectives;

(n)perform any other tasks entrusted or delegated to the Executive Director by the Governing Board.

5.The Executive Director shall set up a Programme Office for the execution, under his or her responsibility, of all support tasks arising from this Regulation. The Programme Office shall be composed of the staff of BBI Joint Undertaking and shall in particular carry out the following tasks:

(a)provide support in establishing and managing an appropriate accounting system in accordance with the financial rules of the BBI Joint Undertaking;

(b)manage the calls as provided for in the annual work plan and the administration of the agreements and decisions, including their coordination;

(c)provide to the Members and the other bodies of the BBI Joint Undertaking all relevant information and support necessary for them to perform their duties as well as responding to their specific requests;

(d)act as the secretariat of the bodies of the BBI Joint Undertaking and provide support to advisory groups set up by the Governing Board.

Article 10

Scientific Committee

1.The Scientific Committee shall consist of no more than fifteen members. It shall elect a chairperson from among its members.

2.The members shall reflect a balanced representation of worldwide recognised experts from academia, industry, SMEs, non-governmental organisations and regulatory bodies. Collectively, the Scientific Committee members shall have the necessary scientific competencies and expertise covering the technical domain needed to make science-based recommendations to the BBI Joint Undertaking.

3.The Governing Board shall establish the specific criteria and selection process for the composition of the Scientific Committee and shall appoint its members. The Governing Board shall take into consideration the potential candidates proposed by the BBI States Representatives Group.

4.The Scientific Committee shall carry out the following tasks:

(a)advise on the scientific priorities to be addressed in the annual work plans;

(b)advise on the scientific achievements described in the annual activity report.

5.The Scientific Committee shall meet at least twice a year. The meetings shall be convened by its chairperson.

6.The Scientific Committee may, with the agreement of the chairperson, invite other persons to attend its meetings.

7.The Scientific Committee shall adopt its own rules of procedure.

Article 11

States Representatives Group

1.The States Representatives Group shall consist of one representative of each Member State and of each country associated to Horizon 2020. It shall elect a chairperson among its members.

2.The States Representatives Group shall meet at least twice a year. The meetings shall be convened by its chairperson. The Executive Director and the chairperson of the Governing Board or their representatives shall attend the meetings.

The chairperson of the States Representatives Group may invite other persons to attend its meetings as observers, in particular representatives of regional authorities within the Union, representatives of civil society or representatives of SME associations.

3.The States Representatives Group shall be consulted and, in particular, review information and provide opinions on the following matters:

(a)programme progress of the BBI Joint Undertaking and achievement of its targets, including the calls for proposals and proposals evaluation process;

(b)updating of strategic orientation;

(c)links to Horizon 2020;

(d)annual work plans;

(e)involvement of SMEs.

4.The States Representatives Group shall also provide information to, and act as an interface within, the BBI Joint Undertaking on the following matters:

(a)the status of relevant national or regional research and innovation programmes and identification of potential areas of cooperation, including deployment of relevant technologies, to allow synergies and avoid overlaps;

(b)specific measures taken at national or regional level with regard to dissemination events, dedicated technical workshops and communication activities.

(c)specific measures taken at national or regional level with regard to deployment activities in relation to the BBI Initiative.

5.The States Representatives Group may issue, on its own initiative, recommendations or proposals to the Governing Board on technical, managerial and financial matters as well as on annual plans, in particular when those matters affect national or regional interests.

The Governing Board shall inform without undue delay the States Representatives Group of the follow-up it has given to such recommendations or proposals, or it shall give reasons if they are not followed up.

6.The States Representatives Group shall receive information on a regular basis, among others on the participation in indirect actions funded by the BBI Joint Undertaking, on the outcome of each call for proposals and project implementation, on synergies with other relevant Union programmes, and on the execution of the BBI budget.

7.The States Representatives Group shall adopt its own rules of procedure.

Article 12

Sources of financing

1.The BBI Joint Undertaking shall be jointly funded by the Union and the members other than the Union or their constituent entities through financial contributions paid in instalments and contributions consisting of the costs incurred by them in implementing indirect actions that are not reimbursed by the BBI Joint Undertaking.

2.The administrative costs of the BBI Joint Undertaking shall not exceed EUR 58 500 000 and shall be covered by means of financial contributions divided equally on an annual basis between the Union and the members other than the Union. If part of the contribution for administrative costs is not used, it may be made available to cover the operational costs of the BBI Joint Undertaking.

3.The operational costs of the BBI Joint Undertaking shall be covered by means of:

(a)the Union’s financial contribution;

(b)financial contribution by the members other than the Union;

(c)in kind contributions by the members other than the Union or their constituent entities consisting of the costs incurred by them in implementing indirect actions less the contribution of the BBI Joint Undertaking and any other Union contribution to those costs.

4.The financial contribution by the members other than the Union to the operational costs referred to in paragraph 3(b) shall be at least EUR 182 500 000 over the period provided for in Article 1 of this Regulation.

5.The resources of the BBI Joint Undertaking entered to its budget shall be composed of the following contributions:

(a)members’ financial contributions to the administrative costs;

(b)members’ financial contributions to the operational costs;

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

(d)any other financial contributions, resources and revenues.

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

6.All resources of the BBI Joint Undertaking and its activities shall be devoted to the objectives set out in Article 2 of this Regulation.

7.The BBI Joint Undertaking shall own all assets generated by it or transferred to it for the fulfilment of its objectives

8.Except when the BBI Joint Undertaking is wound up, any excess revenue over expenditure shall not be paid to the members of the BBI Joint Undertaking.

Article 13

Financial commitments

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

Article 14

Financial year

The financial year shall run from 1 January to 31 December.

Article 15

Operational and financial planning

1.The Executive Director shall submit for adoption to the Governing Board a draft annual work plan, which shall include a detailed plan of the research and innovation activities, the administrative activities and the corresponding expenditure estimates for the coming year. The draft work plan shall also include the estimated value of the contributions to be made in accordance with point (c) of Article 12(3) of the Statutes.

2.The annual work plan for a particular year shall be adopted by the end of the previous year. The annual work plan shall be made publicly available.

3.The Executive Director shall prepare the draft annual budget for the following year and submit it to the Governing Board for adoption.

4.The annual budget for a particular year shall be adopted by the Governing Board by the end of the previous year.

5.The annual budget shall be adapted in order to take into account the amount of the Union’s financial contribution as set out in the Union budget.

Article 16

Operational and financial reporting

1.The Executive Director shall report annually to the Governing Board on the performance of the duties of the Executive Director in accordance with the financial rules of the BBI Joint Undertaking.

Within two months of the closure of each financial year, the Executive Director shall submit to the Governing Board for approval an annual activity report on the progress made by the BBI Joint Undertaking in the previous calendar year, in particular in relation to the annual work plan for that year. The annual activity report shall include, inter alia, information on the following matters:

(a)research, innovation and other actions carried out and the corresponding expenditure;

(b)the actions submitted, including a breakdown by participant type, including SMEs, and by country;

(c)the actions selected for funding, including a breakdown by participant type, including SMEs, and by country and indicating the contribution of the BBI Joint Undertaking to the individual participants and actions.

2.Once approved by the Governing Board, the annual activity report shall be made publicly available.

3.By 1 March of the following financial year, the accounting officer of the BBI Joint Undertaking shall send the provisional accounts to the Commission’s accounting officer and the Court of Auditors.

By 31 March of the following financial year, the BBI Joint Undertaking shall send the report on the budgetary and financial management to the European Parliament, the Council and the Court of Auditors.

On receipt of the Court of Auditors’ observations on the BBI Joint Undertaking’s provisional accounts pursuant to Article 148 of Regulation (EU, Euratom) No 966/2012, the accounting officer of the BBI Joint Undertaking shall draw up the BBI Joint Undertaking’s final accounts and the Executive Director shall submit them to the Governing Board for an opinion.

The Governing Board shall deliver an opinion on the BBI Joint Undertaking’s final accounts.

The Executive Director shall, by 1 July of the following financial year, send the final accounts to the European Parliament, the Council, the Commission and the Court of Auditors, together with the Governing Board’s opinion.

The final accounts shall be published in the Official Journal of the European Union by 15 November of the following financial year.

The Executive Director shall provide the Court of Auditors with a reply to its observations made in its annual report by 30 September. The Executive Director shall also submit that reply to the Governing Board.

The Executive Director shall submit to the European Parliament, at the latter’s request, any information required for the smooth application of the discharge procedure for the financial year in question, in accordance with Article 165(3) of Regulation (EU, Euratom) No 966/2012.

Article 17

Internal audit

The Commission’s internal auditor shall exercise the same powers over the BBI Joint Undertaking as those exercised in respect of the Commission.

Article 18

Liability of members and insurance

1.The financial liability of the members for the debts of the BBI Joint Undertaking shall be limited to their contributions already made to the administrative costs.

2.The BBI Joint Undertaking shall take out and maintain appropriate insurance.

Article 19

Conflict of interest

1.The BBI Joint Undertaking, its bodies and staff shall avoid any conflict of interest in the implementation of their activities.

2.The BBI Joint Undertaking Governing Board shall adopt rules for the prevention and management of conflicts of interest in respect of its members, bodies and staff. Those rules shall contain the provisions intended to avoid a conflict of interest in respect of the representatives of the members serving in the Governing Board.

Article 20

Winding up

1.The BBI Joint Undertaking shall be wound up at the end of the period laid down in Article 1 of this Regulation.

2.In addition to paragraph 1, the winding-up procedure shall be automatically triggered if the Union or all members other than the Union withdraw from the BBI Joint Undertaking.

3.For the purpose of conducting the proceedings to wind up the BBI Joint Undertaking, the Governing Board shall appoint one or more liquidators, who shall comply with the decisions of the Governing Board.

4.When the BBI Joint Undertaking is being wound up, its assets shall be used to cover its liabilities and the expenditure relating to its winding-up. Any surplus shall be distributed among the members at the time of the winding-up in proportion to their financial contribution to the BBI Joint Undertaking. Any such surplus distributed to the Union shall be returned to the Union budget.

5.An ad hoc procedure shall be set up to ensure the appropriate management of any agreement concluded or decision adopted by the BBI Joint Undertaking as well as any procurement contract with a duration longer than the duration of the BBI Joint Undertaking.