# Council Regulation (EU) 2018/1488 of 28 September 2018 establishing the European High Performance Computing Joint Undertaking, Article 6: Functioning of the Governing Board

Extent: E+W+S+N.I.

1. 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), 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 of at least 75 % of all votes, including the votes of the members who are absent.
4. For the tasks referred to in Article 7(4), except points (g), (h) and (i), 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 shall be used.
5. For those tasks referred to in Article 7(4) points (g), (h) and (i), and for each 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 8(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.
6. For the tasks referred to in Article 7(5), 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 the 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. 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.
8. 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). 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 take part in the deliberations, unless decided otherwise by the Governing Board, 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 on any decision taken by the Governing Board. Those delegates shall have no voting rights and shall ensure the confidentiality of sensitive information according to Article 24 of this Regulation.
9. The representatives of the members of the Governing Board shall not be personally liable for actions carried out in their capacity as representatives on the Governing Board.
10. The Governing Board shall adopt its own rules of procedure. Those rules shall include specific procedures for identifying and avoiding conflicts of interest and ensure the confidentiality of sensitive information.
11. The chair of the Research and Innovation Advisory Group, as well as the chair of the Infrastructure Advisory Group, shall have the right, 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.

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Source: https://www.legislation.gov.uk/eur/2018/1488/annex/article/6 (the official version)
Page: https://openlegislation.uk/eu-regulation-2018-1488/annex/article-6
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.