Arrêté grand-ducal du 9 janvier 2015 autorisant la création du Groupement européen de coopération territoriale (GECT) «ESPON» . . . . . . . . . . . .

63 1623 LUXEMBOURG MEMORIAL MEMORIAL Journal Officiel du Grand-Duché de Luxembourg Amtsblatt des Großherzogtums Luxemburg RECUEIL DE LEGISLATION A –– 110 A –– N° N° 9 mai 2009 19 22 janvier 2015 Sommaire GROUPE EUROPÉEN DE COOPÉRATION TERRITORIALE (CEGT) «ESPON» Arrêté grand-ducal du 9 janvier 2015 autorisant la création du Groupement européen de coopération territoriale (GECT) «ESPON» . . . . . . . . . . . . . . . . . . . . . . . . . . page 64 64 LUXEMBOURG Arrêté grand-ducal du 9 janvier 2015 autorisant la création du Groupement européen de coopération territoriale (GECT) «ESPON». Nous Henri, Grand-Duc de Luxembourg, Duc de Nassau, Vu le règlement (CE) n° 1082/2006 du Parlement européen et du Conseil du 5 juillet 2006 relatif à un groupement européen de coopération territoriale (GECT), tel qu’il a été modifié; Vu la loi du 19 mai 2009 portant diverses mesures d’application du règlement (CE) n° 1082/2006 du Parlement européen et du Conseil du 5 juillet 2006 relatif à un groupement européen de coopération territoriale (GECT); Vu les délibérations des membres potentiels du GECT; Vu la notification du ministre du Développement durable et des Infrastructures, en charge de représenter l’Etat du Grand-Duché de Luxembourg dans le GECT «ESPON» en date du 18 juin 2014; Vu le texte de la convention et des statuts du futur GECT; Notre Conseil d’Etat entendu; Sur le rapport de Notre Ministre du Développement durable et des Infrastructures et après délibération du Gouvernement en conseil; Arrêtons: Art. 1er. L’Etat du Grand-Duché de Luxembourg est autorisé à créer, ensemble avec la Région de Bruxelles-Capitale, la Région flamande et la Région wallonne le groupement européen de coopération territoriale (GECT) «ESPON». Le groupement européen de coopération territoriale sera le bénéficiaire unique du programme de coopération territoriale ESPON. Il a son siège à Luxembourg. Art. 2. Sont approuvés les projets de convention et de statuts du groupement visé à l’article 1er. La convention et les statuts, qui sont publiés en annexe, font partie intégrante du présent arrêté. Art. 3. Notre ministre du Développement durable et des Infrastructures est chargé de l’exécution du présent arrêté qui sera publié au Mémorial. Le Ministre du Développement durable et des Infrastructures, François Bausch Palais de Luxembourg, le 9 janvier 2015. Henri 65 LUXEMBOURG (10 April 2014) Convention of the European Grouping of Territorial Cooperation - ESPON EGTC Based on Article 9 of Regulation (EC) No 1082/2006 of the European Parliament and the Council of 5 July 2006 on a European Grouping of Territorial Cooperation (EGTC) as amended, Preamble Considering 1. REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL No 1082/2006 on the European Grouping for Territorial Cooperation as amended by Regulation (EU) No 1302/2013 (hereinafter referred as Regulation (EU) – EGTC), 2. The legal base for the EGTC in Luxembourg, the Loi du 19 mai 2009 portant diverses mesures d’application du règlement (CE) n° 1082/2006 du Parlement européen et du Conseil du 5 juillet 2006 relatif à un groupement européen de coopération territoriale (GECT), 3. REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL (EU) No 1301/2013 of 17 December 2013 on specific provisions concerning the European Regional Development Fund and the Investment for growth and jobs goal on the European Regional Development Fund and repealing Regulation (EC) No 1080/2006 (hereinafter referred as Regulation (EU) – ERDF), 4. REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL (EU) No 1303/2013 of 17 December 2013 laying down common provisions on the European Regional Development Fund, the European Social Fund, the Cohesion Fund, the European Agricultural Fund for Rural Development and the European Maritime and Fisheries Fund covered by the Common Strategic Framework and laying down general provisions on the European Regional Development Fund, the European Social Fund and the Cohesion Fund and repealing Regulation (EC) No 1083/2006 (hereinafter referred as Regulation (EU) – General), 5. REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL (EU) No 1299/2013 of 17 December 2013 on specific provisions for the support from the European Regional Development Fund to the European territorial cooperation goal (hereinafter referred as Regulation (EU) – ETC), Considering further that • The ESPON 2020 Cooperation Programme is financed under the European Structural and Investment Funds according to Regulation EU – General, Regulation (EU) – ERDF and Regulation (EU) – ETC; • The ESPON EGTC is established as the legal body to support the territorial observation for evidence based and informed policy making by undertaking the role of the Single Beneficiary of the ESPON 2020 Cooperation Programme in the sense of Art. 12.2 and 3 of Regulation (EU) – ETC that is receiving a grant agreement by the Managing Authority; • The ESPON EGTC is set up to submit a proposal to carry through the activities financed under the aforementioned grant agreement in the framework of the ESPON 2020 Cooperation Programme and related activities, and that after the formal closure of the ESPON 2020 Cooperation Programme the EGTC will be closed unless the countries participating in the ESPON 2020 Cooperation Programme together with the countries represented in the assembly decide differently and indicate other programmes or sources for financing the ESPON EGTC. Any closure of the EGTC before the ending of the activities regarding the ESPON 2020 shall be consulted with the countries represented in the ESPON 2020 Programme; • The ESPON EGTC is established in the view that the States being members and partners of the ESPON 2020 Cooperation Programme will offer the opportunity of attributing one or more successive grant agreements to the ESPON EGTC undertaking the role of the beneficiary in the sense of Art. 12.2 and 3 of Regulation (EU) – ETC of ESPON 2020 Cooperation Programme according to the granting procedures indicated in the Cooperation Programme; • The ESPON EGTC is established on the assumption that the authorities making the financial means available to carry out the ESPON EGTC activities are disposing of the appropriate rights for monitoring these activities in full transparency and in line with the relevant EU and national regulations. The Grant Agreement, which shall be offered by the ESPON 2020 Cooperation Programme, will provide the rules ensuring the appropriate monitoring of the activities of the ESPON EGTC by the Monitoring Committee of the ESPON Cooperation Programme; • The activities of ESPON EGTC require the acquisition of external finance support. Receiving a grant agreement by the Managing Authority of the ESPON 2020 Cooperation Programme will be the main source for financing the activities of the ESPON EGTC in the set up; if the necessity or opportunity may arise to conclude any other contract or grant agreement outside the framework of the ESPON 2020 Cooperation Programme the countries participating in the ESPON Monitoring Committee should be addressed for consultation and agreement prior to the conclusion of such a contract; • The EGTC is established in order to undertake the role of the Single Beneficiary of the ESPON 2020 Cooperation Programme. Two representatives of the countries financing the ESPON 2020 Cooperation Programme shall be present in the selection board of the director as external member; 66 LUXEMBOURG • A first opening for changing the membership will be after three years. An increased membership in the Assembly will be considered only if crucial deficiencies arise in the existing set-up for the functioning of the EGTC with regard to the implementation of the Grant Agreement identified in the course of an evaluation. • The Agreement between the Managing Authority and the participating Member States and Partner States on the ESPON 2020 Cooperation Programme shall include a shared liability with regards to those activities carried out by the ESPON EGTC, which shall be offered by the grant agreement(

1. s)between the Managing Authority and the EGTC as beneficiary. The ESPON EGTC should be set up in a way ensuring comprehensive transparency regarding the activities financed under the ESPON 2020 Cooperation Programme and allow appropriate monitoring by the countries represented in the ESPON 2020 Cooperation Programme. The set-up shall not infringe upon the separation of functions as defined by the Structural Funds regulation; the Statutes of the ESPON EGTC – European Node for Territorial Evidence shall be defined as follows. Table of content I. GENERAL PROVISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 ARTICLE 1 – NAME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 ARTICLE 2 – MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 ARTICLE 3 – REGISTERED OFFICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 ARTICLE 4 – AREA OF INTERVENTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 ARTICLE 5 – OBJECTIVES AND TASKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 II. MEMBERSHIP, DURATION AND LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 ARTICLE 6 – MEMBERSHIP PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 ARTICLE 7 – ESTABLISHMENT, DURATION OF THE ESPON EGTC AND CONDITIONS FOR DISSOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 ARTICLE 8 – APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 ARTICLE 9 – PROCEDURES FOR AMENDING THE STATUTES . . . . . . . . . . . . . . . . . . . . . 69 ARTICLE 10 – WORKING LANGUAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 III. ORGANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 ARTICLE 11 – THE OFFICIAL SEAT AND ITS RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . 69 ARTICLE 12 – THE ORGANISATION OF THE EGTC . . . . . . . . . . . . . . . . . . . . . . . . . . 70 ARTICLE 13 – THE ASSEMBLY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 ARTICLE 14 – THE DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 ARTICLE 15 – THE CONSULTATIVE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 ARTICLE 16 – STAFF AND CONTRACTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 IV. FINANCIAL PROVISIONS AND LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 ARTICLE 17 – FINANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 ARTICLE 18 – BUDGETARY RULES AND AUDITING . . . . . . . . . . . . . . . . . . . . . . . . . . 74 ARTICLE 19 – LIABILITY OF EGTC MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 ARTICLE 20 – FINAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 ARTICLE 21 – AMENDMENT OF THE CONVENTION . . . . . . . . . . . . . . . . . . . . . . . . . . 74 67 LUXEMBOURG I. GENERAL PROVISION ARTICLE 1 – NAME The name of the EGTC is ‘ESPON EGTC - European Node for Territorial Evidence’ (hereafter referred to as the ‘ESPON EGTC’). The ESPON EGTC is ruled by (
2. a)the Convention and Statutes of the ESPON EGTC, (
3. b)the applicable European regulations and (
4. c)the applicable national legislation of the seat of the EGTC. ARTICLE 2 – MEMBERS The ESPON EGTC’s members are the relevant public authorities in the following countries/regions: The Region of Brussels Capital, The Region of Flanders, The Region of Wallonia and The Grand Duchy of Luxembourg. The address details of the relevant authorities are listed in the annex. ARTICLE 3 – REGISTERED OFFICE The registered office of the ESPON EGTC is: 4, rue Erasme L-1468 Luxembourg - Kirchberg Luxembourg Any changes of address within Luxembourg will be published in the Official Journal and will be notified to all authorities involved in the registration of the EGTC. Such a change of address is not considered as necessary amendments to these statutes. ARTICLE 4 – AREA OF INTERVENTION The territory, in which the ESPON EGTC will carry out the activities such as mentioned in the ESPON 2020 Cooperation Programme, covers all European Union Member States, Partner States that are members of or are formally associated by agreement with the Managing Authority to the ESPON 2020 Cooperation Programme and European Structural and Investment Funds Programme financed under the objective of European Territorial Cooperation. Observatory activities may cover EU candidate countries, may go beyond Europe such as to neighbouring countries or may address the perspective of Europe in the world. ARTICLE 5 – OBJECTIVES AND TASKS 5.1 Main objective The main objective of the ESPON EGTC is the implementation of one or several operations in the framework of ESPON 2020 Cooperation Programme. The activities of ESPON EGTC shall continue the consolidation of a European Territorial Observatory Network and grow the provision and policy use of pan-European, comparable, systematic and reliable territorial evidence. 5.2 Operational objectives The operational objective is to ensure optimal conditions for undertaking the implementation and execution of activities related to the ESPON 2020 Cooperation Programme. In the meaning of the ESI Funds, the ESPON EGTC will act as beneficiary for the implementation period of the ESPON 2020 Cooperation Programme. Other activities thematically related to the ESPON 2020 Cooperation Programme may only be covered without jeopardising the activities regarding the ESPON 2020 Cooperation Programme. 5.3 Tasks The tasks of the ESPON EGTC include: – Tendering, contracting, financing and guiding applied research projects; – Tendering, contracting, financing and guiding targeted analyses in cooperation with stakeholders; – Developing tools and indicators in support of territorial analyses; – Collecting, building and providing territorial indicators and comparable, pan-European data in the ESPON Data base; – Promoting the use of ESPON results by policy makers from European to local level, making them easily available and accessible; 68 LUXEMBOURG – – – – Conducting territorial analyses on themes of urgent policy demand; Capitalising on ESPON by linking-up ESPON results in the context of political demands using all kind of media; Conducting and carrying out the oral, printed-based and online communication of ESPON results; Cooperating with relevant scientific organisations in stimulating a European research community in European territorial science; – Acting as cooperation and coordination node of ESPON Contact Points. The list of tasks is not conclusive and may be complemented by any tasks relevant for achieving the objectives set out under the first two sections of this Article. II. MEMBERSHIP, DURATION AND LAW ARTICLE 6 – MEMBERSHIP PROCEDURES 6.1 Integration of new members Only European countries or Regions directly participating in the ESPON 2020 Cooperation Programme may become members of the ESPON EGTC. An opportunity for the integration of new members going beyond the members mentioned in Art.2 will arise after the first three years of the ESPON EGTC at the earliest, if decided by the Assembly. The Assembly may decide to integrate new members at the latest by 30th June of every year with membership beginning in the following financial year. 6.2 Resignation of a member A resignation is only admitted at the end of the ESI Fund programming period after the closure of the ESPON Programme by the Commission or the period of the funding by other sources. Members wishing to resign from the ESPON EGTC must notify the Assembly by means of an official letter with acknowledgement of receipt at least one year in advance before the last financial year of the membership will end. A member that has resigned remains liable to the ESPON EGTC and third parties in the limits defined for the ESPON EGTC in Art. 19 and until the final closure of the contracts concluded during the time of the membership and pending the closure of any related legal proceedings related to these contracts. 6.3 Exclusion of members If a member no longer fulfils its obligations with regards to the Statutes, although the member was requested twice in formal terms by the Assembly, the Assembly can decide, upon the proposal of one member to exclude that specific member from the ESPON EGTC. During the exclusion process, the member to be excluded does not have the right to vote any longer. The excluded member remains liable to third parties for the ESPON EGTC’s activities until the final closure of the contracts concluded during the time of the membership. 6.4 Change of Membership and notification The change of the membership within the Group defined in Art. 2 requires the revision of the statutes. The procedures defined in Art. 9 shall be applied. ARTICLE 7 – ESTABLISHMENT, DURATION OF THE ESPON EGTC AND CONDITIONS FOR DISSOLUTION 7.1 Establishment and duration of the ESPON EGTC The ESPON EGTC acquires its legal personality on the day of the publication of the establishment decree which in Luxembourg is the Arrêté Grand-Ducal au dépôt de publication. The decree may specify the date when the ESPON EGTC will become operational in legal terms. In accordance with Art. 4 and 5 of the amended Regulation the Member States and the Committee of the Regions will be notified by the Members of the EGTC and the procedure of publication of the establishment of the ESPON EGTC in the Official Journal will be initiated. The ESPON EGTC will exist for the duration of one or several grant agreements received in the framework of the ESPON 2020 Cooperation Programme. It ends without formal decision on the day that the European Commission declares the official closure of the ESPON 2020 Cooperation Programme with the disbursement of the remaining part of the subsidy of the ERDF, as well as by the end of any potential legal proceedings. In case the countries and the European Commission having participated in the ESPON 2020 Monitoring Committee wish to allocate other tasks and financial sources to the ESPON EGTC after the closure of the ESPON 2020 Cooperation Programme the ESPON EGTC by its statutory organs may decide to prolong the existence of the ESPON EGTC accordingly until the termination of any subsequent European or national financial source defined by its official closure date, by the disbursement of the remaining part of the subsidy or payment and by the end of any potential legal proceedings. 69 LUXEMBOURG 7.2 Conditions for dissolving the ESPON EGTC The ESPON EGTC will be dissolved if it is made up of members from only one Member State, in accordance with Article 3 of Regulation (EC) No 1082/2006 as amended. The ESPON EGTC shall be dissolved by the Assembly if a unanimous decision to this effect is made by all its members. The dissolution of the ESPON EGTC will take effect three months after the decision has been taken by the Assembly to dissolve the ESPON EGTC. Before the ESPON EGTC can be dissolved, all outstanding contributions and financial commitments to external parties need to be fulfilled. Luxembourg as seat of the ESPON EGTC is responsible for coordinating the dissolution process, and will notify the competent authorities according to Article 4 and 5 of Regulation (EC) No 1082/2006 as amended. The remaining budgets will be redistributed according to the sources of finance indicated in Art. 17. Unused budgetary resources provided for specific purposes according to Art. 17.3. will be transferred back to the source of finance. Budgetary resources remaining with regards to the internal functioning according to Art. 17.2. will be transferred back to the members of the ESPON EGTC based on the key related to the factual share of their contributions. All back transfers are executed on condition that all external debtors have been paid. Luxembourg as seat of the EGTC will appoint a liquidator, subject to conditions agreed upon in the Assembly. All assets such as the website and databases or property rights deriving from the financing by the European Structural and Investment Funds under the ESPON 2020 Cooperation Programme will be transferred to the Managing Authority of the ESPON 2020 Cooperation Programme unless any other solution is agreed upon by the bearers of the financial source assets. Assets deriving from other financial sources will be transferred to Luxembourg as the seat of the EGTC until another solution is found with the bearers of the financial source. Assets subject to shared ownership, such as the database, are kept available (not functional) on demand of the Member and Partner states of the ESPON 2020 Operation Programme or their institutions, which are partners of the shared ownership. In case of such a demand the demanding State or institutions has to cover the costs for keeping the service regarding those assets available. All assets on which no agreement is found for the further use will be stored at the seat of the ESPON 2020 Cooperation Programme Managing Authority, respectively the country of the seat of the EGTC for a maximum duration of 5 years. 5 years after the closure of the EGTC claims on assets by the financing source will not be possible anymore and the assets will become part of the property of the country of the seat of the ESPON EGTC. ARTICLE 8 – APPLICABLE LAW Members will comply with the Regulation (EC) No 1082/2006 of the European Parliament and the Council of 5 July 2006 on a European Grouping of Territorial Cooperation (EGTC) as amended, the convention and statutes governing the ESPON EGTC, and the national legal provisions of Luxembourg. The interpretation and enforcement of the statutes is subject to Luxembourgish law. The ESPON EGTC operates under public law, as a not-for-profit legal entity. Furthermore, Luxembourgish law is applicable to all administrative procedures, accounting and budgetary rules, and staff contracts. Luxembourgish law does not apply to internal arrangements of the members constituting the ESPON EGTC. ARTICLE 9 – PROCEDURES FOR AMENDING THE STATUTES A proposal for amendment should be submitted by a member to the Assembly for decision via the Chair of the Assembly according to the standard procedure. Amendments to the statutes require the approval of all members of the EGTC. Each member informs its national notification authority of the purpose of the amendment and provides it with a copy of the proposed amendment. The member informs Luxembourg as seat of the EGTC when the amendment procedure according to national law has been completed. Each amendment must be published in accordance with Articles 4 and 5 of the amended Regulation. Luxembourg will notify the Committee of the Regions and send a request to the Office for Official Publications of the European Communities for publication of a notice in the Official Journal of the European Union announcing details of the amendment of the ESPON EGTC, with details of its name, objectives, members and registered office. ARTICLE 10 – WORKING LANGUAGE The official language of the EGTC ESPON is English; all official documents and events are in English language. III. ORGANS ARTICLE 11 – THE OFFICIAL SEAT AND ITS RESPONSIBILITIES The Grand Duchy of Luxembourg as official seat of the EGTC is not a designated organ, but has the following specific responsibilities: – Managing the acquisition of legal personality and publication in the Official Journal as set out in Article 5 of the Regulation; 70 LUXEMBOURG – Following the notification process in the event of the amendment of the ESPON EGTC convention and/or statutes or its dissolution. ARTICLE 12 – THE ORGANISATION OF THE EGTC The organs of the EGTC are: • The Assembly; • The Director; • The Consultative Committee. ARTICLE 13 – THE ASSEMBLY 13.1 Composition The members of the Assembly are the representatives of the members of the ESPON EGTC. According to Art. 2 of Regulation (EC) No 1082/2006 as amended, members are represented in the Assembly by one delegate and one deputy-delegate. The principle for the allocation of votes is to allocate the same number of votes on both sides, Luxembourg and the Belgian regions. The representatives of Belgium shall dispose of three votes in total, one vote per Belgian region and the representative of Luxembourg shall dispose of three votes in total. In case the number of votes would be reduced at the side of the Belgian Regions due to an exclusion procedure or the exit of one member, the number of votes at the side of Luxembourg would be adapted accordingly: In case two Belgian regions can vote Luxembourg would obtain two votes. In case one Belgian region can vote Luxembourg would obtain one vote. With reference to Art. 7.2 an exit of either the last Belgian Region or Luxembourg would lead to the dissolving of the EGTC. Members may invite experts or legal representatives as observers who do not have the right to vote. The Assembly meets at least twice a year. Meetings of the Assembly are taking place in the countries represented in the Assembly. 13.2 Chair and Vice chair Luxembourg will act as Chair of the Assembly. The Vice-Chair is annually alternating between the Members of the EGTC except Luxembourg in English alphabetical order. The Chair is responsible for: • Preparing the agenda of Assembly meetings on the base of a proposal of the Director; • Liaising with ESPON EGTC members and the Director on issues in preparation for the Assembly meeting; • Proposing to the Assembly the internal annual work plan of the ESPON EGTC for an efficient and effective management of the work contracted on the base of the proposal of the director. The Chair represents the ESPON EGTC as legal representative. 13.3 Main responsibilities The Assembly is the decision-making body of the ESPON EGTC. The main responsibilities of the Assembly are: – Amending the convention and statutes; – Dissolving the ESPON EGTC; – Approving the integration of new ESPON EGTC members; – Approving the exclusion of a ESPON EGTC member state if obligations are no longer fulfilled; – Confirming the Assembly Chair and Vice Chair on an annual basis; – Adopting and monitoring the annual budget in accordance with Article 11 of the Regulation; – Approving the internal annual work plan prepared by the director; – Approving a financial control system regarding liabilities taken by the EGTC; – Approving annual reports on the activities; – Approval of all contracts where the EGTC acts as contractor offering services; – Approval of all contracts where the EGTC is receiving a grant; – Approving major amendments of the general organisation, financial control system, and staff matters of the ESPON EGTC proposed by the Director; – Appointing a Consultative Committee if considered necessary; – Appointing an external auditor, with due regard to Luxembourgish auditing and budgetary rules; – Appointing and dismissal of the Director; – Co-deciding on the selection and appointment of the staff with management responsibilities according to Art. 16.2. 71 LUXEMBOURG – If necessary vetoing on the appointment of the other level staff according to Art. 16.3. – Establishment of internal rules of procedures. 13.4 Decision-making procedures Decision-making procedures are aimed at reaching consensus by unanimity, but do not rule out voting on the basis of a simple majority if a consensus could not be reached after two rounds of voting, either in presence or in written procedure according to the definition of votes according to Art. 13.1. If the presence does not reach two-thirds of the Assembly (representatives holding four out of six votes, or three out of four votes, or two out of the two votes mentioned in article 13.1) , the Assembly meeting will be postponed. The next Assembly meeting will decide on the matter by simple majority of the votes, whoever is present. Alternatively, a written procedure can be carried out deciding by a simple majority. In the event of an irreconcilable difference of opinion, the Chair of the Assembly may request the Director to prepare an alternative proposal, to be submitted to the Assembly for further decision-making. The Director will prepare this proposal within one month. An additional Assembly meeting will be convened or a written procedure will be carried out at least 10 working days but no later than one month after the alternative proposal has been circulated by the Director. For any kind of decision necessary in-between the two meetings per year, the general Assembly decision-making processes may include a procedure whereby all members officially state in writing whether they agree to a proposal (written procedure). This procedure, which is prepared by the Director, is carried out as follows: – A proposal consisting out of an explanatory memo and a clearly formulated decision is sent to all Assembly members by email; – Assembly members inform the Director within 10 working days of their position; – The Director gathers all responses and informs the Chair of the outcome of the procedure; – The same majority rules apply as for the Assembly meetings. The Chair will decide in consultation with the Director, whether it is necessary to convene an additional Assembly meeting. If so, it will be held within 20 working days. Members should be informed of the result of the consultation. The presence or mandating of all members of the Assembly at an Assembly meeting is required in order to make the following strategic decisions: – Decisions regarding the amendment of the convention and statutes; – Decisions regarding the dissolution of the ESPON EGTC; – Decisions on the integration or exclusion of an ESPON EGTC member; – Decisions on members’ contributions. 13.5 Meetings, written procedures and mandating Meeting in addition to the two statuary meetings per year may be organised. Written invitations to Assembly meetings, including the agenda, are sent ten working days in advance by the Chair. Working documents on which a decision is required are normally sent ten working days and at least five working days before the Assembly meeting. Internal rules for written procedures shall be established by the Assembly. Written procedures require a response within ten working days. In case of expressed urgency a minimum of five working days should be respected. Urgency is said to exist in the case of recruitment issues according Art. 16.3. The rule of silent consent shall be applied in all cases where this is explicitly announced in the written procedure. The Director is responsible for conveying the minutes of meetings to all Assembly members for validation and approval. The Director must do so no later than two weeks after the Assembly meeting. The meeting minutes as well as the results of the written procedures are made available to the Consultative Committee. Representatives of the Assembly can mandate other representatives to vote on their behalf. A mandate requires written consent. The Chair has to receive a copy of the mandate before the concerned Assembly meeting. The mandated representative shall bring a copy of the mandate to the concerned Assembly meeting. A limitation of the accumulation of mandates does not exist. ARTICLE 14 – THE DIRECTOR 14.1 Definition According to Article 10 of the Regulation as amended, the EGTC has a Director. The Director represents the ESPON EGTC within his responsibilities. The Director is appointed for a period of five years which shall be renewable if the Assembly so decides. The Director is the head of the ESPON EGTC staff and is responsible for the day-to-day management of the EGTC. Every two years the management of the ESPON EGTC will be evaluated. If the majority of the Assembly is of the opinion that the Director is mismanaging the affairs of the EGTC, the Assembly will request to the Chair to present a proposal to the Assembly to improve the management of the EGTC. 72 LUXEMBOURG 14.2 Main responsibilities The main responsibilities of the Director include: – Proper preparation and execution of the decisions and programmes adopted by the Assembly; – Proper day-to-day administration of the ESPON EGTC; – Representing the ESPON EGTC at operational level in Europe and acting on its behalf; – Engaging actively with other European programmes, territorial and urban networks and the European Commission, the European Parliament, the Committee of Regions and the European Economic and Social Committee with a view to intensified collaboration; – Presenting the internal annual work plan and budget report to the Assembly for approval; – Informing the Consultative Committee mentioned in Art.15 (if established); – Carrying out the activities according to the provisions made in the EGTC internal annual work plan and the contracts concluded such as the provisions made in the grant agreement with the ESPON Managing Authority financed under the ESPON 2020 Cooperation Programme; – Leading, engaging and managing the EGTC with direct responsibility for the staff and with a view to ensuring its optimal functioning and delivery on the contract(s); – Taking responsibility and ensuring sound financial management and internal financial control of the contract(
5. s)and the budgets entrusted; – Appointing the external independent auditor in line with the decision taken by the Assembly; – Presenting the audit report to the Consultative Committee, to the Assembly and to Luxembourg as official seat of the ESPON EGTC. 14.3 Recruitment and appointment procedure The Assembly appoints a Selection Board with a consultative role, for the recruitment of the Director with the participation of the Chair and Vice Chair of the Assembly. The Selection Board is chaired by the Chair of the Assembly. If the Consultative Committee is established, the Chair of the Consultative Committee is also participating in the Selection Board. The Assembly can decide to involve further external experts in the Selection Board. The Selection Board presents a ranking of the candidates to the Assembly for decision. In order to ensure continuity and benefit from ESPON experience, the first Director of the ESPON EGTC is the Director of the (former) ESPON Coordination Unit. ARTICLE 15 - THE CONSULTATIVE COMMITTEE 15.1. Mission and Composition The mission of the Consultative Committee is to support the reduction of the liability cases below the pre-set targets defined in the liability arrangements referred to in Art. 19.2. Setting-up of the Consultative Committee is optional for a limited time and mission following a decision of the Assembly. In case these pre-set targets are missed, the representatives of countries bearing the financial liability may decide to indicate in writing their representatives for the membership in the Consultative Committee to the Assembly. The Assembly will nominate the indicated representatives as members of the Consultative Committee. The mission of the Consultative Committee will end by the time when the pre-set targets are reached again and the mission of the Consultative Committee is accomplished. 15.2 Chair and Vice-chair The Chair and Vice-Chair shall be appointed by the Consultative Committee out of the nominated member. 15.3 Main responsibilities The main focus of the Consultative Committee shall be on creating transparency and providing advice on the administrative and financial soundness of the EGTC with regards to the execution of contracts, grant agreements and related liabilities. Once established, the Consultative Committee based on an assessment of the situation shall detail a strategy and a timetable for its mission. The Consultative Committee shall be informed by the Director and the Chair of the Assembly about all relevant activities of the ESPON EGTC. The Consultative Committee provides recommendations to the Assembly on all matters related to the ESPON EGTC where it sees the necessity and usefulness with regards to the administrative and financial soundness of the EGTC. The Consultative Committee has access to all relevant documents except those, which are confidential for reasons of personal data protection. 73 LUXEMBOURG ARTICLE 16 – STAFF AND CONTRACTING 16.1 Management of the staff The ESPON EGTC is headed by the Director of the ESPON EGTC. The staff supports the Director in carrying through the tasks defined and allocated by the Assembly. The ESPON EGTC employs personnel directly and can make use of seconded and temporary personnel. Recruiting is done by a Selection Board. 16.2. Recruitment of staff with management responsibilities The recruitment of staff with management responsibilities shall be carried out by a Selection Board involving the Director of the ESPON EGTC, the Chair of the Assembly, and it is headed by the Chair of the Assembly. One member of the Selection Board should be external to the EGTC. The Selection Board establishes a ranking of candidates which is presented to the Assembly for the appointment. 16.3. Recruitment of other staff The Director nominates members of a Selection Board including one member external to the EGTC. The Director chairs the Selection Board. The Selection Board establishes a ranking of candidates in consensus with the Director. The Director takes the final decision on the selection of the new staff of ESPON EGTC on the basis of the highest ranked candidate and informs the Chair of the Assembly in advance of the appointment of the candidate. The Assembly has the right to veto a candidate by decision of the Assembly in written form within 5 working days after receiving information about the ranking of the Selection Board and the choice of the Director, in exceptional cases based on serious doubts. This procedure represents an exception to the standard decision procedure of the assembly in accordance with 13.5. and follows the procedure of silent consent. 16.4. Contracting of all staff The contracting of the Director and the staff is under the law of the seat of the ESPON EGTC and is open to citizens of the EU and, taking into consideration the legislation regarding the rights of residents of the country of the seat of the EGTC, to citizens of all countries being fully associated by an agreement with the ESPON 2020 Cooperation Programme or subsequent financing source. Seconded experts may be employed by their institution of origin. In order to ensure continuity and benefit from ESPON experience, the first staff employed by the ESPON EGTC shall be the staff members of the former ESPON Coordination Unit. IV. FINANCIAL PROVISIONS AND LIABILITIES ARTICLE 17 – FINANCES 17.1. Sources of finance of the ESPON EGTC Two kinds of sources of finance are considered for financing the ESPON EGTC. 1. The direct contributions of the members of the Assembly are made available to ensure the existence and basic set up of the ESPON EGTC. The budget related to these tasks is called EGTC Structure Budget. 2. Contracted external sources of financial such as the ESPON 2020 Cooperation Programme are used to finance the realisation of the objectives of the EGTC and related staffing, activities and tasks. The budget related to each of these contracted sources is called EGTC Activity Budget. 17.2. Annual direct contributions from the ESPON EGTC’s members: the EGTC Structure budget The contribution financing the EGTC structure budget for setting up the EGTC as a legal body occurring at the seat of the EGTC is financed by the member of EGTC Luxembourg. The ESPON EGTC establishment budget is managed directly by the Director on behalf of the Assembly via a specific accounting system. The contributions by the members other than Luxembourg to the functioning of the EGTC are limited to the human resource of the delegates for their time needed to prepare the meetings, to participate to and to follow-up the meetings of the Assembly. Luxembourg as seat of the EGTC will cover the travel costs for Assembly meetings of the delegate representing each Belgian Region. 17.3. Contracted financial contributions of the ESPON EGTC: the EGTC activity budget The activities carried out by the ESPON EGTC are financed by external sources that are not directly brought in by the members of the Assembly. These contracted contributions are kept in a separate activity budget and accounting system on a contract by contract basis. The grant agreement related to ESPON 2020 Cooperation Programme, financed under the Structural Funds, will be administered under the name EGTC Activity Budget: ESPON 2020 Cooperation Programme. The Assembly has the competence to define further EGTC activity budgets, which are sourced by any other contractual relations. The tasks related to contractual relations have to be linked to or support activities financed under the ESPON 2020 Cooperation Programme operation budget. 74 LUXEMBOURG Subsequent contracts might be made available by the countries and the European Commission to finance the ESPON 2020 Programme after its closure. ARTICLE 18 – BUDGETARY RULES AND AUDITING 18.1. Budgetary rules Budgetary rules of the EGTC have to comply with sound financial management. The law of Luxembourg as the seat of the EGTC is applicable with respect to the budgetary rules and auditing provisions regarding the structure budget and the activity budget. The contract source might require additional rules and regulation. Each contract financing the activities of the ESPON EGTC shall indicate the applicable budgetary rules. 18.2. Approval of the annual budget The Assembly approves the annual budget of the ESPON EGTC consisting of the separate budget lines set up in relation to the contracts. 18.3. Designation of an external auditor and audit procedures Regarding the expenses related to the structure budget and, if applicable, those which do not belong to the contracted activity budget and are, therefore, not subject to external audit requirements such as from the ESI Funds regulation regarding an ESPON grant agreement, the Chair of the Assembly is responsible for designating the independent external auditor on the proposition of the Assembly. The auditor shall have knowledge of auditing and budgetary rules of the country of the seat of the EGTC and shall be listed in the country’s Auditor Register. The appointed independent external auditor will carry out audits to verify the correct spending of the EGTC Structure budget and whether the auditing arrangements of the ESPON EGTC are in agreement with official budgetary standards. Regarding the other contracted activity budgets, the appointment of auditors will follow the rules set out in respective contracts. For example ESI Funds are required to follow a wider regulatory framework. The Chair of the Assembly has the responsibility to ensure that the auditor is appointed and contracted according to the provisions made in the respective contract. Luxembourg is responsible for approving the audit report of the EGTC Structure budget. The audit reports related to the activity budgets will be approved by authorities defined in the contracts and sent to the Assembly for notification. ARTICLE 19 – LIABILITY OF EGTC MEMBERS 19.1. Definition of the Liability The EGTC is responsible for all liabilities resulting from its activities. If the assets of an EGTC are not sufficient to meet its liabilities, its members shall be liable under the provisions of Article 12,