Council Regulation (EU) 2021/1173

Contents

Article 6Functioning of the Governing Board1.The representatives of the members of the Governing Board shall make every effort to achieve consensus. Failing consensus, a vote shall be held.2.The Union shall hold 50 % of the voting rights. The voting rights of the Union shall be indivisible.3.For the tasks referred to in Article 7(3) of these Statutes, the remaining 50 % of the voting rights shall be distributed equally among all Participating States.For the purpose of this paragraph, decisions of the Governing Board shall be taken by a majority consisting of the Union’s vote and at least 50 % of all votes of the Participating States, including the votes of the members who are absent.4.For the tasks referred to in Article 7(4) of these Statutes, except points (f), (g) and (h), the remaining 50 % of the voting rights shall be held by the Participating States that are Member States.For the purpose of this paragraph, decisions of the Governing Board shall be taken by a qualified majority. Qualified majority shall be deemed established if it represents the Union and at least 55 % of the Participating States that are Member States, comprising at least 65 % of the total population of these States. To determine the population, the figures set out in Annex III to Council Decision 2009/937/EU^note shall be used.5.For the tasks referred to in Article 7(4)(f), (g) and (h) of these Statutes, and for each EuroHPC supercomputer, the voting rights of the Participating States shall be distributed in proportion to their committed financial contributions and to their in-kind contributions to that supercomputer until either its ownership is transferred to the hosting entity in accordance with Article 9(3) of this Regulation or until it is sold or decommissioned; the in-kind contributions shall only be taken into account if they have been certified ex ante by an independent expert or auditor.For the purpose of this paragraph, decisions of the Governing Board shall be taken by a majority of at least 75 % of all votes, including the votes of the members who are absent.5a.For the tasks referred to in Article 7(4a), points (a) to (e) and point (g), of these Statutes, the remaining 50 % of the voting rights shall be held by the Participating States that are Member States.For the purpose of this paragraph, decisions of the Governing Board shall be taken by a qualified majority. Qualified majority shall be deemed established if it represents the Union and at least 55 % of the Participating States that are Member States, comprising at least 65 % of the total population of those States. To determine the population, the figures set out in Annex III to Decision 2009/937/EU shall be used.5b.For the tasks referred to in Article 7(4a), point (f) of these Statutes, and for each AI gigafactory, the voting rights of the Participating States shall be distributed in proportion to their committed financial contributions to that AI gigafactory until either its ownership is transferred or it is sold or decommissioned, or until the contract expired for a pre-agreed guaranteed purchase of access time to the AI gigafactory referred to in Article 12b(5) of this Regulation.For the purpose of this paragraph, decisions of the Governing Board shall be taken by a majority of at least 75 % of all votes, including the votes of the members who are absent.6.For the tasks referred to in Article 7(5) to (7) of these Statutes, decisions of the Governing Board shall be taken in two stages.At the first stage, the remaining 50 % of the voting rights shall be distributed equally among all Participating States. Decisions of the Governing Board shall be taken by a majority consisting of the Union’s vote and at least 55 % of all votes of Participating States, including the votes of the members who are absent.At the second stage, the Governing Board shall decide by the qualified majority referred to in paragraph 4 of this Article.7.Without prejudice to the previous paragraphs, countries that were members of the Joint Undertaking under Regulation (EU) 2018/1488 and contributed to the acquisition or operation of the supercomputers acquired by the EuroHPC Joint Undertaking, established under that Regulation, but which are no longer members of the EuroHPC Joint Undertaking, shall maintain voting rights limited exclusively to decisions relating to those supercomputers in accordance with Articles 6(5) and 7(5) of the Statutes of the EuroHPC Joint Undertaking annexed to Regulation (EU) 2018/1488.8.The Governing Board shall elect a chair for a period of two years. The mandate of the chairperson may be extended only once, following a decision by the Governing Board.9.The vice chair of the Governing Board shall be the representative of the Commission, substituting the chair where necessary.10.The Governing Board shall hold its ordinary meetings at least twice a year. It may hold extraordinary meetings at the request of the Commission, of a majority of the representatives of the Participating States, at the request of the chair, or at the request of the Executive Director in accordance with Article 15(5) of these Statutes. The meetings of the Governing Board shall be convened by its chair and shall usually take place at the seat of the Joint Undertaking.The Executive Director shall have the right to attend the meetings and take part in the 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.Each observer State may appoint one delegate in the Governing Board, who shall receive all relevant documents and may participate in the deliberations of the Governing Board unless decided otherwise by the Governing Board on a case-by-case basis. Those delegates shall have no voting rights and shall ensure the confidentiality of sensitive information in accordance with Article 29 of this Regulation and be subject to the rules of conflict of interest.11.The representatives of the members shall not be personally liable for any actions they have taken in their capacity as representatives on the Governing Board.12.The Governing Board shall adopt and publish its own rules of procedure. Those rules shall include specific procedures for identifying and avoiding conflicts of interest and for ensuring the confidentiality of sensitive information.13.The chairs of the Research and Innovation Advisory Group and of the Infrastructure Advisory Group of the Joint Undertaking shall be invited, whenever issues falling within their tasks are discussed, to attend meetings of the Governing Board as observers and take part in its deliberations, but shall have no voting rights. They shall ensure the confidentiality of sensitive information in accordance with Article 29 of this Regulation and be subject to the rules of conflict of interest.14.The chairs of the Private Members of the Joint Undertaking shall be invited to attend the meetings of the Governing Board as observers and take part in its deliberations, but shall have no voting rights. They shall ensure the confidentiality of sensitive information in accordance with Article 29 of this Regulation and be subject to the rules of conflict of interest.