Composition of the Governing Board
1. The Governing Board shall be composed of one representative of each Member State and two representatives of the Commission who act on behalf of the Union.
2. Each member of the Governing Board shall have an alternate. That alternate shall represent the member in the member’s absence.
3. Members of the Governing Board appointed by Member States and their alternates shall be public sector staff in their respective Member State and shall be appointed on the basis of their knowledge in the area of cybersecurity research, technology and industry, their ability to ensure the coordination of actions and positions with their respective national coordination centre, or their relevant managerial, administrative and budgetary skills. The Commission shall appoint its members of the Governing Board and their alternates on the basis of their knowledge in the area of cybersecurity, technology, or their relevant managerial, administrative and budgetary skills and of their ability to ensure coordination, synergies and, as far as possible, joint initiatives between different sectoral or horizontal Union policies involving cybersecurity. The Commission and the Member States shall make efforts to limit the turnover of their representatives in the Governing Board, in order to ensure the continuity of the Governing Board’s work. The Commission and the Member States shall aim to achieve a balanced representation between men and women on the Governing Board.
4. The term of office of members of the Governing Board and of their alternates shall be four years. That term shall be renewable.
5. The members of the Governing Board shall ensure that the Competence Centre’s mission, objectives, identity and autonomy are safeguarded and that its actions are consistent with that mission and those objectives, in an independent and transparent way.
6. The Governing Board may invite observers to take part in its meetings as appropriate, including representatives of relevant Union institutions, bodies, offices and agencies, and the members of the Community.
7. A representative from ENISA shall be a permanent observer in the Governing Board. The Governing Board may invite a representative from the Strategic Advisory Group to attend its meetings.
8. The Executive Director shall take part in the meetings of the Governing Board but shall have no right to vote.
Tasks of the Governing Board
1. The Governing Board shall have the overall responsibility for the strategic orientation and the operations of the Competence Centre, shall supervise the implementation of its activities and shall be responsible for any task that is not specifically allocated to the Executive Director.
2. The Governing Board shall adopt its rules of procedure. Those rules of procedure shall include specific procedures for identifying and avoiding conflicts of interest and shall ensure the confidentiality of any sensitive information.
3. The Governing Board shall take necessary strategic decisions, in particular with regard to:
(a)
the development and adoption of the Agenda and the monitoring of its implementation;
(b)
reflecting the Union’s policy priorities and the Agenda, the adoption of the multiannual work programme containing common, industrial, technology and research priorities which are based on the needs identified by Member States in cooperation with the Community and which require the focus of Union financial support, including key technologies and domains for developing the Union’s own capabilities in cybersecurity;
(c)
the adoption of the annual work programme for implementing the relevant Union funds, in particular the cybersecurity parts of Horizon Europe insofar as they are co-financed voluntarily by Member States and of the Digital Europe Programme, in accordance with the Competence Centre’s multiannual work programme and the strategic planning process of Horizon Europe;
(d)
the adoption of the Competence Centre’s annual accounts, balance sheet and annual activity report, on the basis of a proposal from the Executive Director;
(e)
the adoption of the specific financial rules of the Competence Centre in accordance with Article 70 of the Financial Regulation;
(f)
as part of the annual work programme, the allocation of funds from the Union budget to topics for joint actions between the Union and Member States;
(g)
as part of the annual work programme, and in accordance with the decisions referred to in point (f) of this subparagraph and in compliance with Regulations (EU) 2021/695 and (EU) 2021/694, the description of the joint actions referred to in point (f) of this subparagraph and the laying down of conditions for the implementation of such joint actions;
(h)
the adoption of a procedure for appointing the Executive Director and the appointment, dismissal, extension of the term of office of, provision of guidance to and the monitoring of the performance of the Executive Director;
(i)
the adoption of guidelines for assessing and registering entities as members of the Community;
(j)
the adoption of the working arrangements referred to in Article 10(2);
(k)
the appointment of the Accounting Officer;
(l)
the adoption of the annual budget of the Competence Centre, including the corresponding establishment plan indicating the number of temporary posts by function group and by grade, with the number of contract staff and seconded national experts being expressed in full-time equivalents;
(m)
the adoption of transparency rules for the Competence Centre and rules for the prevention and management of conflicts of interest, including in respect of the members of the Governing Board, in accordance with Article 42 of Delegated Regulation (EU) 2019/715;
(n)
the establishment of working groups within the Community, where relevant taking into account advice provided by the Strategic Advisory Group;
(o)
the appointment of members of the Strategic Advisory Group;
(p)
the adoption of rules on the reimbursement of expenses for members for the Strategic Advisory Group;
(q)
the setting up of a monitoring mechanism to ensure that the implementation of the respective funds managed by the Competence Centre is done in accordance with the Agenda, the mission, the multiannual work programme and the rules of the programmes that are the source of the relevant funding;
(r)
the ensuring of a regular dialogue and the establishment of an effective cooperation mechanism with the Community;
(s)
the establishment of the Competence Centre’s communications policy on the basis of a recommendation by the Executive Director;
(t)
where appropriate, the establishment of rules implementing the Staff Regulations of Officials and the Conditions of Employment of Other Servants of the European Union, laid down in Council Regulation (EEC, Euratom, ECSC) No 259/68 ( 15 ) (‘Staff Regulations’ and ‘Conditions of Employment’), in accordance with Article 30(3) of this Regulation;
(u)
where appropriate, the laying down of rules on the secondment of national experts to the Competence Centre and on the use of trainees in accordance with Article 31(2);
(v)
the adoption of security rules for the Competence Centre;
(w)
the adoption of an anti-fraud and anti-corruption strategy that is proportionate to the fraud and corruption risks, as well as the adoption of comprehensive measures, in accordance with applicable Union legislation, to protect persons who report infringements of Union law, having regard to a cost-benefit analysis of the measures to be implemented;
(x)
if necessary, the adoption of the methodology to calculate voluntary financial and in-kind contributions from contributing Member States in accordance with Regulations (EU) 2021/695 and (EU) 2021/694 or with any other applicable legislation;
(y)
in the context of the annual work programme and the multiannual work programme, the ensuring of coherence and synergies with those parts of the Digital Europe Programme and Horizon Europe which are not managed by the Competence Centre, as well as with other Union programmes;
(z)
the adoption of the annual report on the implementation of the Competence Centre’s strategic goals and priorities, if necessary with a recommendation for the better realisation of those goals and priorities.
Insofar the annual work programme contains joint actions, it shall contain information about Member States’ voluntary contributions to joint actions. Where appropriate, proposals, in particular the proposal for the annual work programme, shall assess the need to apply security rules as set out in Article 33 of this Regulation, including the security self-assessment procedure in accordance with Article 20 of Regulation (EU) 2021/695.
4. Regarding the decisions set out in points (a), (b) and (c) of paragraph 3, the Executive Director and the Governing Board shall take into account any relevant strategic advice and input provided by ENISA, in accordance with the rules of procedure of the Governing Board.
5. The Governing Board shall be responsible for ensuring that the recommendations contained in the implementation report and the evaluation referred to in Article 38(2) and (4) are adequately followed up.
Chairperson and meetings of the Governing Board
1. The Governing Board shall elect a Chairperson and a Deputy Chairperson from among its members, each for a period of three years. The mandate of the Chairperson and the Deputy Chairperson may be extended once by a decision by the Governing Board. If, however, the membership of the Governing Board of the Chairperson or Deputy Chairperson ends at any time during their terms of office, their terms of office shall automatically expire at that time. The Deputy Chairperson shall replace the Chairperson ex officio if the latter is unable to attend to his or her duties. The Chairperson shall take part in the voting.
2. The Governing Board shall hold ordinary meetings at least three times a year. It may hold extraordinary meetings at the request of the Commission, at the request of one third of all its members, at the request of the Chairperson, or at the request of the Executive Director in the fulfilment of his or her tasks.
3. The Executive Director shall take part in the deliberations of the Governing Board, unless decided otherwise by the Governing Board, but shall have no right to vote.
4. The Governing Board may invite other persons to attend its meetings as observers, on a case-by-case basis.
5. The Chairperson may invite representatives of the Community to take part in the meetings of the Governing Board, but they shall have no right to vote.
6. The members of the Governing Board and their alternates may be assisted at the meetings by advisers or experts, subject to the rules of procedure of the Governing Board.
7. The Competence Centre shall provide the secretariat for the Governing Board.
Voting rules of the Governing Board
1. The Governing Board shall use a consensual approach in its discussions. A vote shall be held if the members of the Governing Board fail to achieve consensus.
2. If the Governing Board fails to achieve consensus on a matter, it shall take its decisions by a majority of at least 75 % of the votes of all its members, the representatives of the Commission constituting a single member for that purpose. An absent member of the Governing Board may delegate his or her vote to his or her alternate or, in the absence of his or her alternate, to another member. No member of the Governing Board shall represent more than one other member.
3. Decisions of the Governing Board on the joint actions and their management as referred to in points (f) and (g) of Article 13(3) shall be taken as follows:
(a)
decisions to allocate funds from the Union budget to joint actions as referred to in point (f) of Article 13(3) and decisions to include such joint actions in the annual work programme shall be taken in accordance with paragraph 2 of this Article;
(b)
decisions relating to the description of joint actions and laying down conditions for their implementation referred in point (g) of Article 13(3) shall be taken by participating Members States and the Commission, subject to the right to vote of the members being proportional to their respective contributions to that joint action, calculated in accordance with the methodology adopted pursuant to point (x) of Article 13(3).
4. For decisions which are taken under points (b), (c), (d), (e), (f), (k), (l), (p), (q), (t), (u), (w), (x) and (y) of Article 13(3), the Commission shall have 26 % of the total votes within the Governing Board.
5. For decisions other than those referred to in point (b) of paragraph 3 and in paragraph 4, each Member State and the Union shall have one vote. The vote of the Union shall be cast jointly by the two representatives of the Commission.
6. The Chairperson shall take part in the voting.
Source: EUR-Lex (Publications Office of the EU), © European Union, reuse permitted under Commission Decision 2011/833/EU.
