Proposal for a Council Regulation on the establishment of the "ARTEMIS Joint Undertaking" to implement a Joint Technology Initiative in Embedded Computing Systems - Presidency text - Montesquieu Instituut

 

COUNCIL OFBrussels, 31 October 2007

THE EUROPEAN UNION

14575/07

Interinstitutional File:

2007/088 (CNS)

RECH 306 COMPET 327

NOTE From :

Presidency

To Delegations

No. Cion prop. : 9685/07 RECH 141 COMPET 148 COM(2007) 243 final

No. prev. doc.

14373/07 RECH 281 COMPET 304

Subject : Proposal for a Council Regulation on the establishment of the "ARTEMIS Joint Undertaking" to implement a Joint Technology Initiative in Embedded Computing Systems Presidency text

Delegations will find attached a revised Presidency text concerning the proposal for a Council

PRESIDENCY TEXT1

Proposal for a

COUNCIL REGULATION

on the establishment of the "ARTEMIS Joint Undertaking" to implement a Joint

Technology Initiative in Embedded Computing Systems

THE COUNCIL OF THE EUROPEAN UNION,

Having regard to the Treaty establishing the European Community, and in particular Article 171

and 172 thereof,

Having regard to the proposal from the Commission2,

Having regard to the opinion of the European Parliament3,

Having regard to the opinion of the European Economic and Social Committee4,

Whereas:

(1) Decision No 1982/2006/EC of the European Parliament and of the Council of

18 December 20065 concerning the Seventh Framework Programme of the European

form of Joint Technology Initiatives (JTIs) which could be implemented through Joint

Undertakings within the meaning of Article 171 of the Treaty. These JTIs stem from the work

of European Technology Platforms, already set up under the Sixth Framework Programme,

and cover selected aspects of research in their field. They should combine private-sector

investment and European public funding, including funding from the Seventh Framework

Programme.

(2) Council Decision No 971/2006/EC of 19 December 20066 concerning the specific programme

"Cooperation" implementing the Seventh Framework Programme of the European

Community for research, technological development and demonstration activities (2007-

2013) (hereinafter referred as the "Specific Programme Cooperation"), underlines the need for

ambitious pan-European public private partnerships to speed up the development of major

technologies by large research actions at Community level including, in particular, JTIs.

(3) The Lisbon Growth and Jobs Agenda underscores the need to develop favourable conditions

for investment in knowledge and innovation in the Community to boost competitiveness,

growth and jobs.

(4) In its conclusions of 25-26 November 2004, the Council encouraged the Commission to

further elaborate the concepts of Technology Platforms and JTIs. It underlined that such

initiatives could contribute to coordinating overall Community research efforts with a view to

achieving synergies with the activities of existing schemes such as EUREKA and COST

(5) European companies and other research and development organisations active in the field of

Embedded Computing Systems took the lead in establishing the European Technology

Platform on Embedded Computing Systems (hereinafter referred as the ARTEMIS

Technology Platform) under the Sixth Framework Programme. The ARTEMIS Technology

Platform developed a Strategic Research Agenda based on an extensive consultation with

public and private stakeholders. The Strategic Research Agenda identified the priorities in the

Embedded Computing Systems domain and recommended directions for a JTI in this field.

(6) The JTI on Embedded Computing Systems responds to the Commission Communications of 6

April 20057 on "Building the ERA of knowledge for growth" and of 20 July 20058 on

"Common Actions for Growth and Employment: The Community Lisbon Programme", which

call for a new and more ambitious approach to large-scale public-private partnerships in fields

of major interest for European competitiveness identified through dialogue with industry.

(7) The JTI on Embedded Computing Systems responds to the need for support for pervasive

Information and Communication Technologies as identified in the Report "Creating an

Innovative Europe" of January 2006. This report also commends the ARTEMIS Joint

Technology model for combining national and Community funding within a clear legal

structure and in a harmonised and synchronous manner.

(8) The JTI on Embedded Computing Systems should create a sustainable public-private

synergy of resources and funding from the Framework Programme, industry, national R&D

programmes and intergovernmental R&D schemes (EUREKA), thus contributing to

strengthen Europe's future growth, competitiveness and sustainable development. Finally, its

objective should be to foster collaboration between all stakeholders such as industry, national

authorities, academic, and research centres and SMEs pulling together and focusing the

research effort.

(9) The JTI on "Embedded Computing Systems" should define a commonly agreed research

agenda, hereinafter referred to as the "Research Agenda", closely following the

recommendations of the Strategic Research Agenda developed by the ARTEMIS Technology

Platform. This Research Agenda should identify and regularly review research priorities for

the development and adoption of key technologies for Embedded Computing Systems across

different application areas in order to strengthen European competitiveness and allow the

emergence of new markets and societal applications.

(10) The JTI on Embedded Computing Systems should address the design, development and

deployment of ubiquitous, interoperable and cost-effective, powerful, safe and secure

electronic and software systems. It should deliver reference designs and architectures that

offer common architectural approaches for given ranges of applications, middleware that

allows seamless connectivity and interoperability and integrated system design methods and

tools for rapid development and prototyping.

(12) The ARTEMIS Joint Undertaking should be a body set up by the Communities and discharge

for the implementation of its budget should be given by the European Parliament9, on the

recommendation of the Council, taking however into account the specificities resulting from

the nature of JTIs as public-private partnerships and in particular from the private sector

contribution to the budget.

(13) The objectives of the ARTEMIS Joint Undertaking should be pursued by pooling resources

from the public and private sectors to support R&D Activities in the form of Projects. To that

end, the ARTEMIS Joint Undertaking should be able to organise competitive calls for

proposals for Projects to implement parts of the Research Agenda. The R&D Activities

should respect fundamental ethical principles applicable in the Seventh Framework

Programme.

(14) Founding Members of the ARTEMIS Joint Undertaking should be the European Community,

[Finland, Greece, Hungary, Italy, the Netherlands, Slovenia, Sweden10], and ARTEMISIA, an

association representing companies and other R&D organisations active in the field of

Embedded Computing Systems in Europe. The ARTEMIS Joint Undertaking should be open

to new members;

(15) The rules for the organisation and operation of the ARTEMIS Joint Undertaking should be

laid down in the Statutes of the ARTEMIS Joint Undertaking as part of this Regulation.

(17) The Projects should be supported both by the European Community's and ARTEMIS Member

States' financial contributions as well as by in kind contributions from the research and

development organisations participating in the Projects to of the ARTEMIS Joint

Undertaking.

Further financing options may be available, inter alia, from the European Investment

Bank, in particular through the Risk-Sharing Finance Facility developed jointly with the

EIB and the Commission pursuant to Annex III of Council Decision on the Specific

Programme "Cooperation".

(18) Pursuant to Council Decision 2006/971/EC of 19 December 2006 Joint Technology

Initiatives are also eligible to benefit from the Risk-Sharing Finance Facility regarding

funding from the European Investment Bank.

(19) Public funding for the R&D Activities following open and competitive calls for proposals

published by the ARTEMIS Joint Undertaking should consist of national financial

contributions from the ARTEMIS Member States and a financial contribution from the

ARTEMIS Joint Undertaking. The financial contribution of the ARTEMIS Joint Undertaking

should be provided at a percentage of the R&D costs incurred by participants in Projects. This

percentage should be equal for all participants in Projects in any given call for proposals.

(20) Over the duration of the ARTEMIS Joint Undertaking the R&D organisations participating in

(22) As a body endowed with legal personality, the ARTEMIS Joint Undertaking should be

accountable for its actions. Where relevant, the Court of Justice of the European Communities

should be competent to resolve any disputes arising from the activities of the Joint

Undertaking.

(23) The Commission should regularly report on the progress achieved by the ARTEMIS Joint

Undertaking to the Council and to the European Parliament.

(24) The ARTEMIS Joint Undertaking should adopt, in accordance with Article 185(1) of

Council Regulation 1605/200211 and subject to prior consent from the Commission,

specific financial rules. have a distinct financial regulation based on the principles of the

framework financial regulation12 which takes into account its specific operating needs

arising, in particular, from the need to combine Community and national funding to support

R&D Activities in an efficient and timely manner.

(25) Appropriate measures should be taken to prevent irregularities and fraud and the necessary

steps should be taken to recover funds lost, wrongly paid or incorrectly used in accordance

with Council Regulation (EC, Euratom) No 2988/95 of 18 December 1995 on the protection

of the European Communities financial interests13, Council Regulation (EC, Euratom) N°

2185/96 of 11 November 1996 concerning on-the-spot checks and inspections carried out by

the Commission in order to protect the European Communities' financial interests against

(26) The Intellectual Property Rights policy of the ARTEMIS Joint Undertaking should promote

knowledge creation and exploitation.

(27) The Commission and ARTEMISIA should take all necessary preparatory measures for the

setting-up of the ARTEMIS Joint Undertaking.

(28) Since the objective of the proposed action, namely the establishment of the ARTEMIS Joint

Undertaking, cannot be sufficiently achieved by the Member States due to the trans-national

nature of the great research challenges identified, which requires the pooling of

complementary knowledge and financial resources across the sectors and borders and can

therefore be better achieved at Community level, the Community may adopt measures, in

accordance with the principle of subsidiarity as set out in Article 5 of the Treaty. In

accordance with the principle of proportionality, as set out in that Article, this Regulation

does not go beyond what is necessary in order to achieve this objective.

HAS ADOPTED THIS REGULATION:

Article 1

Establishment of a Joint Undertaking

• 1. 

  For the implementation of the Joint Technology Initiative (JTI) on Embedded Computing

Systems, a Joint Undertaking within the meaning of Article 171 of the Treaty hereinafter

referred to as the "ARTEMIS Joint Undertaking" is hereby set up for a period up to 31

December 2017.

• 2. 

  The seat of the Joint Undertaking shall be located in Brussels, Belgium.

Article 2

Objectives

The ARTEMIS Joint Undertaking shall contribute to the implementation of the Seventh Framework

Programme of the European Community for research, technological development and

demonstration activities (2007-2013) and the Theme "Information and Communication

Technologies" of the Specific Programme "Cooperation" implementing the Seventh Framework

Programme (2007-2013) of the European Community for research, technological development and

demonstration activities. It shall in particular:

(c) promote a public-private partnership aimed at mobilising and pooling Community, national

and private efforts, increasing overall R&D investments in the field of Embedded Computing

Systems, and fostering collaboration between the public and private sectors;

(d) achieve synergy and coordination of European R&D efforts into the field of Embedded

Computing Systems including, when added value can be created, the progressive integration

in the ARTEMIS Joint Undertaking of the related activities in this field currently

implemented through intergovernmental R&D schemes (Eureka);

(e) promote the involvement of SMEs in its activities in line with the objectives of the

Framework Programme.

Article 3

Legal Status

The ARTEMIS Joint Undertaking shall be a Community body and shall have legal personality. In

all the Member States of the European Community, it shall enjoy the most extensive legal capacity

accorded to legal persons under the laws of those States. It may, in particular, acquire or dispose of

movable and immovable property and be a party to legal proceedings.

Article 4

Statutes

The Statutes of the ARTEMIS Joint Undertaking, as set out in the Annex hereto, constitute an

Article 5

Community contribution

• 1. 

  The maximum Community contribution to the ARTEMIS Joint Undertaking covering running

costs and R&D Activities shall be EUR 420 million paid from the budget appropriations

allocated to the Theme "Information and Communication Technologies" of the Specific

Programme "Cooperation" implementing the Seventh Framework Programme for research,

technological development and demonstration (2007-2013), according to the provisions of

Article 54(2)(b) of the Council Regulation (EC, Euratom) No 1605/2002 on the Financial

Regulation applicable to the general budget of the European Communities.

• 2. 

  The arrangements for the Community financial contribution shall be established by means of

a general agreement and annual financial agreements to be concluded between the

Commission, on behalf of the Community, and the ARTEMIS Joint Undertaking.

• 3. 

  The Community contribution to the ARTEMIS Joint Undertaking used to fund Projects shall

be allocated following open and competitive calls for proposals.

Article 6

Financial Regulation

• 2. 

  The ARTEMIS Joint Undertaking shall have its own internal audit capability.

Article 7

Staff

• 1. 

  The Staff Regulations of Officials of the European Communities, the Conditions of

Employment of Other Servants of the European Communities and the rules adopted jointly by

the institutions of the European Communities for the purpose of applying these Staff

Regulations and Conditions of Employment shall apply to the staff of the ARTEMIS Joint

Undertaking and its Executive Director.

• 2. 

  Without prejudice to paragraph 3 and Article 7(2) of the Statutes, the ARTEMIS Joint

Undertaking shall exercise the powers conferred on the appointing authority by the Staff

Regulations of Officials of the European Communities and on the authority empowered to

conclude contracts by the Conditions of Employment of Other Servants of the European

Communities in respect of its staff.

• 3. 

  The Commission shall adopt the necessary implementing measures referred to in Article 110

of the Staff Regulations of Officials of the European Communities, and the Conditions of

Employment of Other Servants of the European Communities.

• 5. 

  The staff of the ARTEMIS Joint Undertaking shall consist of temporary agents and contract

agents engaged for a fixed period that may be renewed no more than once for a fixed period.

The total period of engagement shall not exceed seven years and shall not in any case exceed

the lifetime of the Joint Undertaking.

• 6. 

  All cost related to the staff shall be borne by the ARTEMIS Joint Undertaking.
• 7. 

  The ARTEMIS Joint Undertaking may adopt provisions to allow experts to be seconded to it.

Article 8

Privileges and Immunities

The Protocol on the Privileges and Immunities of the European Communities shall apply to the

ARTEMIS Joint Undertaking and its staff.

Article 9

Liability

• 1. 

  The contractual liability of the ARTEMIS Joint Undertaking shall be governed by the relevant

contractual provisions and by the law applicable to the agreement or contracts in question.

• 3. 

  Any payment by the ARTEMIS Joint Undertaking in respect of the liability referred to in

paragraphs 1 and 2 and the costs and expenses incurred in connection therewith shall be

considered as expenditure of the ARTEMIS Joint Undertaking and shall be covered by the

resources of the ARTEMIS Joint Undertaking.

• 4. 

  The ARTEMIS Joint Undertaking shall be solely responsible for meeting its obligations.

Article 10

Jurisdiction of the Court of Justice and applicable law

• 1. 

  The Court of Justice shall have jurisdiction:

(a) in any dispute between the Members which relates to the subject matter of this

Regulation and/or the Statutes referred to in Article 1;

(b) pursuant to any arbitration clause contained in agreements and contracts concluded by

the ARTEMIS Joint Undertaking;

(c) in actions brought against the ARTEMIS Joint Undertaking, including decisions of its

Bodies, under the conditions provided for in Articles 230 and 232 of the Treaty;

(d) in disputes related to compensation for damage caused by the staff of the ARTEMIS

Joint Undertaking in the performance of their duties.

• 2. 

  For any matter not covered by this Regulation or by other acts of Community law, the law of

Article 11

Report, evaluation and discharge

• 1. 

  The Commission shall present to the European Parliament and the Council an annual report

on the progress achieved by the ARTEMIS Joint Undertaking. This report shall contain

details of implementation including number of proposals submitted, number of proposals

selected for funding, type of participants, including SMEs, and country statistics.

• 2. 

  By 3 years after the adoption of this Regulation but in any case no later than 31 December

2010, as well as by 31 December 2013, the Commission shall carry out an interim evaluation

of the ARTEMIS Joint Undertaking with the assistance of independent experts, on the basis of

terms of reference established after consultation of the ARTEMIS Joint Undertaking. These

evaluations shall cover the quality and efficiency of the ARTEMIS Joint Undertaking and

progress towards the objectives set. The Commission shall communicate the conclusions

thereof, accompanied by its observations and, where appropriate, proposals to amend this

Regulation, including the possible early termination of the Joint Undertaking, to the European

Parliament and the Council.

• 3. 

  No later than six months after the end of the Joint Undertaking, the Commission shall conduct

a final evaluation of the ARTEMIS Joint Undertaking with the assistance of independent

experts. The results of the final evaluation shall be presented to the European Parliament and

Article 12

Protection of the financial interests of the members and anti-fraud measures

• 1. 

  The ARTEMIS Joint Undertaking shall ensure that the financial interests of its Members are

adequately protected by carrying out or commissioning appropriate internal and external

controls.

• 2. 

  In case of irregularities, the Members shall reserve the right to recover amounts unduly spent,

including by a reduction or a suspension of subsequent contributions to the ARTEMIS Joint

Undertaking.

• 3. 

  For the purposes of combating fraud, corruption and other illegal acts, Regulation (EC)

No1073/1999 shall apply.

• 4. 

  The ARTEMIS Joint Undertaking shall carry out on-the-spot checks and financial audits

among the recipients of the ARTEMIS Joint Undertaking's public funding. These checks and

audits shall be performed either directly by the ARTEMIS Joint Undertaking or by ARTEMIS

Member States on its behalf. ARTEMIS Member States may carry out any other checks

and audits among the recipients of their national funding as they deem necessary and

shall communicate the results to the ARTEMIS Joint Undertaking.

• 6. 

  The European Anti-Fraud Office (OLAF) set up by Commission Decision 1999/352/EC,

ECSC, Euratom shall enjoy the same powers in respect of the Joint Undertaking and its staff

as it enjoys in respect of Commission departments. As soon as the Joint Undertaking is

established, it shall accede to the Interinstitutional Agreement of 25 May 1999 between the

European Parliament, the Council and the Commission concerning internal investigations by

OLAF. The ARTEMIS Joint Undertaking shall adopt the necessary measures needed to

facilitate internal investigations conducted by OLAF.

Article 13

Confidentiality

Without prejudice to Article 14, the ARTEMIS Joint Undertaking shall ensure the protection of

sensitive information, whose disclosure could damage the interests of its Members or of participants

in Projects.

Article 14(new)

Transparency

• 1. 

  Regulation (EC) No 1049/2001 of the European Parliament and of the Council of 30 May

2001 regarding access to European Parliament, Council and Commission documents18 shall

apply to documents held by the ARTEMIS Joint Undertaking.

• 3. 

  Decisions taken by the ARTEMIS Joint Undertaking pursuant to Article 8 of Regulation (EC)

No 1049/2001 may form the subject of a complaint to the Ombudsman or of an action before

the Court of Justice, under the conditions laid down in Articles 195 and 230 of the Treaty

respectively.

Article 15

Intellectual Property

The rules governing the protection, use and the dissemination of research results, based on

Regulation (EC) No. 1906/200619, are set out in Article 23 of the Statutes.

Article 16

Preparatory actions20

The Commission and ARTEMISIA shall be responsible for carrying out all activities relating to the

establishment and initial operation of the ARTEMIS Joint Undertaking until the bodies responsible

for its operation have been set up.

Article 17

Support from the host State

A host agreement shall be concluded between the ARTEMIS Joint Undertaking and Belgium

Article 18

Entry into force

This Regulation shall enter into force on the third day following that of its publication in the

Official Journal of the European Union.

This Regulation shall be binding in its entirety and directly applicable in all Member States.

Done at Brussels,

For the Council

The President

ANNEX

STATUTES

OF THE

ARTEMIS JOINT UNDERTAKING

Article 1

Definitions

For the purposes of these Statutes, the following definitions shall apply:

Project means a research and/or development project that is selected by the ARTEMIS Joint

Undertaking following open and competitive calls for proposals and thereafter partly funded by the

ARTEMIS Joint Undertaking.

Total Costs means eligible costs of the Projects as defined by the respective funding authorities

issuing the grant agreements.

Running costs means the costs necessary for the functioning of the ARTEMIS Joint Undertaking

excluding the funding of R&D activities.

Affiliated entity means an affiliated entity as defined in Article 2 of the Regulation (EC)

No.1906/2006.

(c) to define and carry out Annual Implementation Plans for executing the Multiannual Strategic

Plan as referred to in Article 19;

(d) to initiate calls for proposals, to evaluate proposals, and award funding to Projects selected

through open, transparent and effective procedures, within the limits of available funds;

(e) to develop close cooperation and ensure coordination with European, in particular the

Framework Programme, national and transnational activities, bodies and stakeholders, aiming

at fostering a fertile innovation environment in Europe and better synergies and exploitation

of research and development results in the area of Embedded Computing Systems;

(f) to monitor progress towards the objectives of the ARTEMIS Joint Undertaking;

(g) to undertake communication and dissemination activities;

(h) to publish information on the Projects, including the name of the participants and the amount

of the financial contribution of the ARTEMIS Joint Undertaking per participant;

(i) to carry out any other activity needed to achieve the objectives referred to in Article 2 of the

Regulation.

Article 3

Members

• 1. 

  The founding members of the ARTEMIS Joint Undertaking (hereinafter referred to as

"Founding Members") shall be:

(a) the European Community, represented by the Commission;

• 2. 

  Provided that they subscribe to the objectives as described in Article 2 of the Regulation and

are willing to assume all obligations of membership, the following entities may become

members of the ARTEMIS Joint Undertaking:

(a) other Member States and Associated Countries to the Seventh Framework Programme;

(b) any other country (hereinafter referred to as "Third Country") pursuing R&D policies or

programmes in the area of Embedded Computing Systems;

(c) any other legal entity capable of making a substantial financial contribution to the

achievement of the objectives of the ARTEMIS Joint Undertaking.

• 3. 

  The Founding Members and new members as referred to in paragraph 2 shall hereinafter be

referred to as "Members".

• 4. 

  Member States and Associated Countries members of the ARTEMIS Joint Undertaking shall

hereinafter be referred to as "ARTEMIS Member States". Each ARTEMIS Member State

shall appoint its representative in the bodies of the ARTEMIS Joint Undertaking and

designate the national entity or entities responsible for fulfilling its obligations with respect to

implementation of the activities of the ARTEMIS Joint Undertaking.

• 5. 

  The ARTEMIS Member States and the Commission shall hereinafter be referred to as the

"public authorities" of the ARTEMIS Joint Undertaking.

Article 4

• 3. 

  Any application for membership of the ARTEMIS Joint Undertaking by Third Countries shall

be considered by the Governing Board, which shall make a recommendation to the

Commission. The Commission may make a proposal to amend this Regulation on the

accession of the Third Country, subject to the successful completion of negotiations with the

ARTEMIS Joint Undertaking.

• 4. 

  Decisions of the Governing Board on accession of any other legal entity or recommendations

of the Governing Board on the accession of Third Countries shall be made taking into account

the relevance and potential added value of the applicant for the achievement of the objectives

of the ARTEMIS Joint Undertaking. For any application for new membership, the

Commission shall provide timely information to the Council on the assessment and, where

applicable, on the decision of the Governing Board.

• 5. 

  Membership of the ARTEMIS Joint Undertaking may not be transferred to a third party

unless the prior agreement of the Governing Board is given.

• 6. 

  Any Member may withdraw from the ARTEMIS Joint Undertaking. Withdrawal shall

become effective and irrevocable six months after notification to the other Members

following which the former Member shall be discharged from any obligations other than those

already undertaken through decisions of the ARTEMIS Joint Undertaking in accordance with

these Statutes, prior to the Member's withdrawal.

• 2. 

  In case a specific task is not assigned to one of the bodies, the Governing Board shall be the

competent one.

Article 61

Governing Board

• 1. 

  Composition and decision-making process

(a) The Governing Board shall consist of representatives of the Members of the ARTEMIS

Joint Undertaking and the Chairperson of the Industry and Research Committee.

(b) Each Member of the ARTEMIS Joint Undertaking shall appoint its representatives and

a lead delegate who shall hold the voting rights of the Member in the Governing Board.

The Chairperson of the Industry and Research Committee shall have no voting rights.

(c) Voting rights for ARTEMISIA and the public authorities shall be equal and shall

amount in total to at least 90% of the total votes. The initial distribution of the voting

rights shall be 50% for ARTEMISIA and 50% for public authorities.

(d) The distribution of the votes for the public authorities shall be established annually in

proportion to the funds they have committed to Projects in the past two financial years.

The Commission shall hold a minimum of 10% of the votes.2

(e) For the first financial year, and any subsequent financial years in which two or fewer

ARTEMIS Member States have committed public funds to Projects in the previous

financial years, the Commission shall hold one third of the votes corresponding to

• 2. 

  Role and tasks

The Governing Board shall have overall responsibility for the operations of the ARTEMIS

Joint Undertaking and shall oversee the implementation of its activities.

The Governing Board shall in particular:

(a) assess applications and decide or recommend changes in membership in accordance

with Article 4;

(b) decide on the termination of the membership of any Member that is in default of its

obligations and has not remedied within a reasonable period set by the Executive

Director, without prejudice to the provisions of the Treaty ensuring compliance with

Community law;

(c) adopt the financial Regulation rules of the ARTEMIS Joint Undertaking in accordance

with Article 6 of this Regulation;

(d) approve the initiatives to amend the Statutes in accordance with Article 24;

(e) approve the Multiannual Strategic Plan including the Research Agenda;

(f) supervise the overall activities of the ARTEMIS Joint Undertaking;

(g) supervise progress in implementing the Multiannual Strategic Plan;

(h) approve the Annual Implementation Plan and the Annual Budget Plan, including the

staff establishment plan;

(i) approve the Annual Activity Report and the Annual Accounts and balance sheet;

(n) adopt practical arrangements for implementing Regulation (EC) No 1049/2001 as

referred to in Article 14 of this Regulation.

The Community shall hold a veto right for all decisions related to the use of its financial

contributions, decisions concerning the winding-up of the Joint Undertaking and decisions

related to points (a), (b), (c), (j), and (n).

• 3. 

  Rules of procedure

(a) The Governing Board shall meet at least twice a year, normally at the seat of the

ARTEMIS Joint Undertaking.

(b) The meetings of the Governing Board shall be chaired by the Chairperson of the

Industry and Research Committee.

(c) Unless otherwise decided by the Governing Board, the Executive Director shall

participate in the meetings.

(d) Until the Governing Board has adopted its own rules of procedure the meetings shall be

convened by the Commission.

(e) The quorum of the Governing Board shall be constituted by the Commission,

ARTEMISIA and at least three ARTEMIS Member States.

Article 7

Executive Director

• 2. 

  The Executive Director shall be appointed by the Governing Board for a period of three years,

following a call for expression of interest published in the Official Journal of the European

Union and in other publicly accessible periodicals or internet sites. After an evaluation of the

Executive Director's performance, the Board may extend the term of office once for a further

period of not more than four years.

• 3. 

  The role and tasks of the Executive Director shall be:

(a) to prepare the Annual Implementation Plan and the Annual Budget Plan, in

collaboration with the Industry and Research Committee, and submit them to the

Governing Board for approval;

(b) to oversee the organisation and execution of all activities needed to carry out the Annual

Implementation Plan within the framework and the rules laid down by these Statutes

and subsequent decisions adopted by the Governing Board and the Public Authorities

Board;

(c) to prepare the Annual Activity Report and the Annual Accounts and balance sheets and

submit them to the Governing Board for approval;

(d) to present proposals on the internal functioning of the ARTEMIS Joint Undertaking to

the Governing Board for approval;

(e) to present proposals on the rules of procedure for calls for proposals launched by the

ARTEMIS Joint Undertaking, including the associated project proposal evaluation and

selection process to the Public Authorities Board for approval;

(h) to authorise all payments due by the ARTEMIS Joint Undertaking;

(i) to establish and implement the necessary measures and actions for assessing the

progress of the ARTEMIS Joint Undertaking towards achieving its objectives, including

independent monitoring and auditing to assess the effectiveness and performance of the

ARTEMIS Joint Undertaking;

(j) to organise Project reviews and technical audits for the assessment of research and

development results, and to report to the Governing Board on the overall results;

(k) to carry out financial audits, directly or through the national public authorities, on

Project participants as necessary, in compliance with the financial rules Regulation of

the ARTEMIS Joint Undertaking;

(l) to negotiate the conditions for accession of new members of the ARTEMIS Joint

Undertaking, on behalf of and within the mandate of the Governing Board;

(m) to carry out any other necessary action for the successful achievement of the ARTEMIS

Joint Undertaking's objectives not provided for in the Annual Implementation Plan,

within any limits and conditions established by the Governing Board;

(n) to convene and/or organise meetings of the Governing Board and of the Public

Authorities Board and to attend where appropriate these meetings as an observer;

(o) to provide the Governing Board with any information requested by it;

(p) to submit to the Governing Board his/her proposal(s) concerning the organisation

structure of the Secretariat;

(q) to perform risk assessment and risk management analysis and to propose to the

• 4. 

  A Secretariat under the responsibility of the Executive Director shall be established to provide

support in all his/her tasks, including:

(a) secretarial support for the Bodies of the ARTEMIS Joint Undertaking;

(b) operational support for evaluating proposals and monitoring Projects, including support

in organising calls for proposals and arranging for Project reviews and technical audits;

(c) establishment and management of an appropriate internal audit and accounting system;

(d) financial tasks, including payments of financial contributions from the ARTEMIS Joint

Undertaking to participants in Projects;

(e) support for communication activities such as public relations, publication and

dissemination activities and organisation of events;

(f) managing invitations to tender for ARTEMIS Joint Undertaking goods/services

requirements according to the financial rules Regulation of the ARTEMIS Joint

Undertaking.

• 5. 

  Non-financial tasks of the Secretariat may be contracted by the ARTEMIS Joint Undertaking

to external service providers. Such contracts shall be established in accordance with the

provisions of the financial rules Regulation of the ARTEMIS Joint Undertaking.

Article 81

Public Authorities Board

(c) One third of the voting rights in the Public Authorities Board shall be assigned to the

Community; the remaining two thirds shall be allocated to the other members of the

Public Authorities Board on an annual basis in proportion to their financial contribution

to the activities of the ARTEMIS Joint Undertaking for that year in accordance with

Article 11 (6) b and with an upper limit for any given member of 50% of the total voting

rights in this Board.1

(d) If less than three ARTEMIS Member States have communicated to the Executive

Director their financial contribution according to Article 11 (6) b, the Community shall

hold one third of the votes and the remaining two thirds shall be distributed equally

amongst the ARTEMIS Member States.

(e) Decisions shall be taken by at least 60% of total votes.

(f) The representative of the Community shall have a veto right on all issues concerning the

use of its own contribution to the ARTEMIS Joint Undertaking.

(g) The Public Authorities Board shall give the possibility to any Member State or

Associated Country to the Framework Programme that is not Member of the ARTEMIS

Joint Undertaking to participate in the Public Authorities Board as an observer.

• 2. 

  Role and tasks

The Public Authorities Board shall:

(a) ensure that the principles of fairness and transparency are properly applied in the

(f) approve the selection of project proposals to receive public funding following calls for

proposals;

(g) upon proposal of the representative of the Community, decide on the percentage of the

ARTEMIS Joint Undertaking's financial contribution referred to in Article 13(6)(a) to

participants in Projects arising from calls for proposals in any given year;

(h) adopt its rules of procedure in accordance with paragraph 3 of this Article.

• 3. 

  Rules of procedure

(a) The Public Authorities Board shall meet at least twice a year, normally at the seat of the

ARTEMIS Joint Undertaking.

(b) The Public Authorities Board shall elect its Chairperson.

(c) Until the Public Authorities Board has adopted its rules of procedure, the meetings shall

be convened by the Commission.

(d) The quorum of the Public Authorities Board shall be constituted by the Commission and

at least three ARTEMIS Member States.

Article 9

Industry and Research Committee

• 1. 

  Composition

ARTEMISIA shall appoint the members of the Industry and Research Committee.

The Industry and Research Committee shall consist of no more than 25 members.

(d) elaborate proposals for activities regarding the creation of open innovation

environments, promoting the participation of SMEs, developing standards transparently

and with openness to participation, international cooperation, dissemination and public

relations;

(e) advise the other Bodies on any issue related to planning and operating research and

development programmes, fostering partnerships and leveraging resources in Europe in

order to achieve the objectives of the ARTEMIS Joint Undertaking;

(f) appoint working groups where necessary under the overall coordination of one or more

members of this Committee in order to achieve the above tasks;

(g) adopt its rules of procedure in accordance with paragraph 3 of this Article.

• 3. 

  Rules of procedure

(a) The Industry and Research Committee shall meet at least twice a year.

(b) The Industry and Research Committee shall elect its Chairperson.

(c) Until the Industry and Research Committee has adopted its own rules of procedure, the

meetings shall be convened by ARTEMISIA.

Article 10

Internal Auditing Function (new)

The functions entrusted by Article 185(3) of Regulation (EC, Euratom) No 1605/2002 to the

• 2. 

  All resources of the ARTEMIS Joint Undertaking shall be devoted to achieving the objectives

laid down in Article 2 of the Regulation.

• 3. 

  The resources of the ARTEMIS Joint Undertaking entered to its budget shall be composed of:

(a) Members' contributions to the running costs, except for the ones referred to in

paragraph 5(c);

(b) a Community contribution to fund the R&D Activities;

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

(d) any other financial contributions and revenues.

Any interest yielded by the contributions paid by its Members shall be considered to be

revenue of the ARTEMIS Joint Undertaking.

• 4. 

  Any legal entity that is not a Member may make in-kind or cash contributions to the resources

of the ARTEMIS Joint Undertaking under the terms and conditions negotiated by the

Executive Director on behalf of and within the mandate granted by the Governing Board.

• 5. 

  The Running Costs of the ARTEMIS Joint Undertaking shall be borne by its members:

(a) ARTEMISIA shall make a contribution of up to EUR 20 million or up to 1% of the sum

of the Total Cost of all Projects, whichever figure is higher, but not exceeding EUR 30

million;

(b) the Community shall make a contribution of up to EUR 10 million. If part of this

contribution is not used it may be available for R&D Activities referred to in

paragraph 6;

(c) ARTEMIS Member States shall make in-kind contributions to the Running Costs by

(b) financial contributions from ARTEMIS Member States that shall amount in total to at

least 1.8 times the Community's financial contribution. These financial contributions

shall be paid to Project participants according to the provisions of Articles 12 and 13.

Every year, ARTEMIS Member States shall communicate to the Executive Director by

a date determined by the Governing Board their national financial commitments

reserved for calls for proposals to be launched by the ARTEMIS Joint Undertaking

taking into account the scope of the supported R&D Activities addressed in the Calls;

(c) in-kind contributions by research and development organisations participating in

Projects which shall be equal to their share of the necessary eligible cost of carrying out

the Projects as defined on the basis of the rules of the respective funding authorities

issuing the grant agreements. Their overall contribution over the duration of the

ARTEMIS Joint Undertaking shall be equal to or greater than the contribution of public

authorities.

• 7. 

  The financial contributions of the Members to the ARTEMIS Joint Undertaking shall be paid

through partial instalments in accordance with the provisions of the Annual Budget Plan.

• 8. 

  Any new Member of the ARTEMIS Joint Undertaking other than Member States or

Associated Countries shall make a financial contribution to the ARTEMIS Joint Undertaking.

• 9. 

  Should any Member of the ARTEMIS Joint Undertaking be in default of its commitments

Article 12

Implementation of R&D Activities

• 1. 

  The ARTEMIS Joint Undertaking shall support R&D Activities through open and

competitive calls for proposals, independent evaluation and selection of proposals, allocation

of public funding to selected proposals, and the funding of Projects.

• 2. 

  The ARTEMIS Joint Undertaking shall conclude grant agreements with Project participants

for the implementation of the Projects. The terms and conditions of these grant agreements

shall be in accordance with its the financial rules Regulation and shall refer to and, where

appropriate, rely on corresponding national grant agreements as referred to in

Article 13(6)(b).

• 3. 

  In order to enable the implementation of Projects and the granting of public funds, the

ARTEMIS Joint Undertaking shall establish administrative arrangements with the national

entities designated by the ARTEMIS Member States for that purpose, in line with the

financial rules Regulation of the ARTEMIS Joint Undertaking.

• 4. 

  Member States of the European Union or Associated Countries that are not Members of the

ARTEMIS Joint Undertaking may conclude similar arrangements with the ARTEMIS Joint

Undertaking.

Article 131

Funding of Projects

• 1. 

  Public funding for Projects selected following calls for proposals published by the ARTEMIS

Joint Undertaking shall consist of the national financial contributions from the ARTEMIS

Member States and/or the financial contribution from the ARTEMIS Joint Undertaking. Any

public support under this initiative is without prejudice to the procedural and material State

aid rules when applicable.

• 2. 

  The following legal entities shall be eligible for receiving funding from the Community

contribution to the R&D Activities of the ARTEMIS Joint Undertaking:

(a) legal entities established in the ARTEMIS Member States having concluded a grant

agreement for such Project with the corresponding national authority following the

award procedures of the ARTEMIS Joint Undertaking;

(b) other legal entities established in Member States or Associated Countries that are not

Members of the ARTEMIS Joint Undertaking. In this case, such States may establish

administrative arrangements with the ARTEMIS Joint Undertaking to enable the

participation of the companies and research and development organisations located in

their State.

• 3. 

  The calls for proposals launched and published by the ARTEMIS Joint Undertaking shall

specify the overall budget available for each Call. This budget shall indicate the amounts

• 5. 

  Calls, evaluation and selection of proposals shall respect the following rules1:

(a) Calls for proposals launched by the ARTEMIS Joint Undertaking shall be open to

participants established in ARTEMIS Member States and in any other Member State of

the European Union or Associated Country. They shall be made public.

(b) Consortia of participants in Project proposals submitted in response to these Calls shall

include at least three non-affiliated entities established in at least three ARTEMIS

Member States. Participants in Project proposals shall be checked by the Joint

Undertaking against the pre-defined national and Joint Undertaking eligibility criteria

and informed on their compliance, where possible before they submit a full Project

proposal. These checks shall not result in significant delays in the proposal evaluation

and the selection process.

(c) The evaluation and selection process carried out with the assistance of independent

experts shall ensure that allocation of the ARTEMIS Joint Undertaking public funding

follows the principles of equal treatment, excellence and competition.

(d) Following the evaluation of proposals, the Public Authorities Board shall establish a

ranked list of proposals on the basis of clear evaluation criteria and their collective

contribution towards achieving the objectives of the Call.

(e) The Public Authorities Board shall decide on the selection of proposals and the

allocation of public funding to selected proposals up to the limit of the budgets

available, taking into account any national eligibility criteria. This decision shall also be

binding for ARTEMIS Member States without any further evaluation or selection

(b) ARTEMIS Member States shall establish grant agreements with participants in Projects

in accordance with their national rules, in particular as regards eligibility criteria and

other necessary financial and legal requirements. When applicable, national financial

contributions from ARTEMIS Member States shall be disbursed directly to participants

in Projects according to the national grant agreements. ARTEMIS Member States shall

undertake best efforts to synchronise the terms and conditions and the establishment of

grant agreements and to disburse their financial contributions in a timely manner.

Article 14

Financial Commitments (new)

The financial commitments of the ARTEMIS Joint Undertaking shall not exceed the amount of

financial resources available or committed to its budget by its Members.

Article 15

Financial revenues

Except when the ARTEMIS Joint Undertaking is wound up pursuant to Article 25, any excess

revenue over expenditure shall not be paid to the Members of the ARTEMIS Joint Undertaking.

Article 16

Article 18

Financial reporting (new)

• 1. 

  Every year, the Executive Director shall present to the Governing Board a preliminary draft

Annual Budget Plan containing a forecast of annual expenditure for the following two years

and including the staff establishment plan. Within this forecast, the estimates of revenue and

expenditure for the first of those two years shall be drawn up in such detail as is necessary for

the internal budgetary procedure of each Member regarding its financial contributions to the

ARTEMIS Joint Undertaking. The Executive Director shall supply the Governing Board with

all supplementary information needed for this purpose.

• 2. 

  The members of the Governing Board shall communicate to the Executive Director their

comments on the preliminary draft Annual Budget Plan and in particular on the estimates of

resources and expenditure for the following year.

• 3. 

  Taking into account the comments received from the members of the Governing Board, the

Executive Director shall prepare the draft Annual Budget Plan for the following year in

collaboration with the Industry and Research Committee. Before 1 September of each year,

the Executive Director shall submit the Annual Budget Plan to the Governing Board for

approval.

Article 19

Planning and reporting

• 1. 

  The Multiannual Strategic Plan shall specify the strategy and plans for achieving the

objectives of the ARTEMIS Joint Undertaking, including the Research Agenda.

• 2. 

  The Annual Work Programme shall describe the scope and budget of calls for proposals

needed to implement the Research Agenda for a particular year.

• 3. 

  The Annual Implementation Plan shall specify the plan for the execution of all the activities

of the ARTEMIS Joint Undertaking for a particular year, including planned calls for

proposals and actions needing to be implemented through Calls for tenders. The Annual

Implementation Plan shall be presented by the Executive Director to the Governing Board

together with the Annual Budget Plan.

• 4. 

  The Annual Activity Report shall present progress made by the ARTEMIS Joint Undertaking

in each calendar year, in particular in relation to the Multiannual Strategic Plan and the

Annual Implementation Plan for that year. It shall also include information on the

participation of SMEs in Joint Undertaking's R&D Activities.

The Annual Activity Report shall be presented by the Executive Director together with the

Annual Accounts and balance sheets.

Article 21

Liability of Members, insurance

• 1. 

  The ARTEMIS Joint Undertaking shall not be responsible for meeting the financial

obligations of its Members. It shall not be liable for any ARTEMIS Member State failing to

meet its obligations resulting from calls for proposals launched by the ARTEMIS Joint

Undertaking.

• 2. 

  The Members are not liable for any of the ARTEMIS Joint Undertaking's obligations. The

financial liability of the Members is an internal liability towards the ARTEMIS Joint

Undertaking only, and is limited to their commitment to contribute to the resources as set out

in Article 11(3).

• 3. 

  Notwithstanding the financial contributions due to Project participants pursuant to article

13(6)(a), the financial liability of the ARTEMIS Joint Undertaking for its debts is limited to

the contributions that the Members have made to the running costs as set out in Article 11 (3).

• 4. 

  The ARTEMIS Joint Undertaking shall take out and maintain appropriate insurance.

Article 22

Conflict of interests

The objective of the intellectual property policy as laid down in this Article is to promote the

creation of knowledge and its exploitation, to achieve fair allocation of rights, to reward

innovation, and to achieve broad participation of private and public entities in Projects.

• 2. 

  For the purposes of this Article:

(a) "Information" shall mean any drawings, specifications, photographs, samples, models,

processes, procedures, instructions, software, reports, papers, or any other technical

and/or commercial information, know-how, data or documents of any kind, including

oral information, other than "Intellectual Property Rights" (IPR);

(b) "Intellectual Property Rights" (IPR) shall mean any intellectual property rights,

including patents, utility models and utility certificates, industrial design rights,

copyrights, trade secrets, database rights, topographies of semiconductor products'

rights, as well as any registrations, applications, divisions, continuations, re-

examinations, renewals or reissues of any of the foregoing, excluding trademarks and

trade names;

(c) "Background Information" shall mean any information which is owned or controlled by

a Project participant on the effective date of the corresponding Project Agreement, or in

respect of which ownership or control is acquired by a Project participant as a result of

activities outside the framework of the Project;

(d) "Background IPR" shall mean any IPRs which are owned or controlled by a Project

participant on the effective date of the corresponding Project Agreement, or in respect

of which ownership or control is acquired during the term of the corresponding Project

(h) "Foreground" shall mean Foreground Information and Foreground IPR;

(i) "Access Right" shall mean non-exclusive licences and user rights to Foreground or

Background which rights shall not include the right to sublicense unless otherwise

agreed upon in the Project Agreement;

(j) "Needed" shall mean "technically essential" for the implementation of the Project

and/or in respect of Use of Foreground and, where Intellectual Property Rights are

concerned, shall mean that those Intellectual Property Rights would be infringed if the

Access Rights were not granted;

(k) "Use" shall mean the developing, creating and marketing of a product or process for

creating and providing a service as may be further defined in the applicable Project

Agreement;

(l) "Dissemination" shall mean the disclosure of Foreground by any appropriate means

other than that resulting from the formalities for protecting it, and including the

publication of Foreground in any medium;

(m) "Project Agreement" shall mean an agreement between Project participants setting forth

all or part of the terms and conditions that apply between them regarding a specific

Project, such as a project consortium agreement, which agreement shall include without

limitation Access Rights in accordance with this Article;

(n) "Transfer Conditions" means financial conditions that have a value lower than fair and

reasonable conditions, normally the cost of making the Access Rights available.

3.1.2. Notwithstanding the provisions above, the ARTEMIS Joint Undertaking shall not

retain any Information or IPR created in Projects.

3.1.3. Each participant in a Project remains the owner of its Background. Participants

may define the Background needed for the purposes of the ARTEMIS Joint

Undertaking Project in a written project agreement and, where appropriate, may

exclude specific background.

3.1.4. Foreground arising from work carried out under Projects shall be the property of

the participant(s) carrying out the work generating that Foreground according to

the arrangements described in the grant and Project Agreements and the principles

laid down in this Article.

3.2. Access Rights

3.2.1. Project participants may decide to grant broader Access Rights than required by

this Article. Project participants may define the Background needed for the

purposes of the Project and, where appropriate, may agree to exclude specific

Background.

3.2.2. Access Rights to Background shall be granted to other participants in the same

3.2.3. Access Rights to Foreground shall be granted to other participants in the same

project if such Foreground is needed by those other participants to carry out their

own work in the project. Such Access Rights shall be granted on a royalty-free

non-exclusive and non-transferable basis.

3.2.4. Participants in the same Project shall enjoy Access Rights to Background if this is

needed for the Use of their own Foreground of that Project, provided that the

owner of the Background is entitled to grant them. Such Access Rights shall be

granted on a non-exclusive, non-transferable basis on fair, reasonable and non-

discriminatory conditions.

3.2.5. Participants in the same Project shall enjoy Access Rights to Foreground if this is

needed for their own Use. Such Access Rights shall be granted on a non-

transferable non-exclusive basis either royalty-free or on fair, reasonable and non-

discriminatory conditions.

3.2.6. Subject to the agreement of all the owners concerned, Access Rights to

Foreground for the purposes of pursuing further research activities shall be

granted to a third party on fair and reasonable conditions to be agreed.

3.3. Protection, Use and Dissemination

3.3.3. All dissemination activities shall be compatible with the protection of intellectual

property rights, confidentiality obligations, and the legitimate interest of the

owners of the Foreground.

3.3.4. Prior notice of any dissemination activity regarding Foreground, Background or

confidential information owned by other participants in the same Project or other

data or information that is amalgamated with such other participants Foreground,

Background or confidential information, shall be given to such other participants.

Within 45 days following such notification, any of those participants may object

in writing if its legitimate interests in relation to its Foreground or Background

may be harmed by such dissemination. In such cases, the dissemination activity

may not take place unless appropriate steps are taken to safeguard those legitimate

interests.

3.3.5. All publications, patent applications filed by or on behalf of a participant, or any

other dissemination relating to Foreground shall include a statement that the

Foreground concerned was generated with financial support from the ARTEMIS

Joint Undertaking. All dissemination activities shall be compatible with the

protection of intellectual property rights, confidentiality obligations, and the

legitimate interest of the owners of the Foreground.

3.4.2. Subject to its obligations concerning confidentiality, where a Project participant is

required to pass on its obligations to provide access rights, it shall give at least 45

days prior notice to the other participants of the envisaged transfer1, together with

sufficient information concerning the envisaged new owner of the Foreground to

permit the other participants to exercise their access rights. Following notification,

any other participant may object within 30 days or within a different time-limit

agreed in writing, to any envisaged transfer of ownership on the grounds that it

would adversely affect its access rights. Where any of the other participants

demonstrate that their access rights would be adversely affected, the intended

transfer shall not take place until agreement has been reached between participants

concerned.

3.5. Project participants in the same Project shall conclude among themselves a Project

Agreement that shall lay down the intellectual property arrangements in compliance

with this Article.

Article 24

Amendments to the Statutes

• 1. 

  Any Member of the ARTEMIS Joint Undertaking may make an initiative for amending the

Statutes to the Governing Board.

Article 25

Winding up

• 1. 

  At the end of the period provided for in Article 1(1) of the Regulation, or following an

amendment pursuant to Article 11 (2) of the Regulation, the ARTEMIS Joint Undertaking

shall be wound up.

• 2. 

  The winding-up procedure shall be automatically triggered if the Commission withdraws from

the ARTEMIS Joint Undertaking.

• 3. 

  For the purpose of conducting the proceedings involved in liquidating the ARTEMIS Joint

Undertaking, the Governing Board shall appoint one or more liquidators, who shall comply

with the decisions of the Governing Board.

• 4. 

  When the ARTEMIS Joint Undertaking is being wound up, it shall return to the host State any

physical support item made available by the host State in accordance with the host agreement

referred to in Article 25.

• 5. 

  When any physical asset has been dealt with as provided for in paragraph 4, any further assets

shall be used to cover the liabilities of the ARTEMIS Joint Undertaking and the costs relating

to its winding-up. Any surplus shall be distributed among the Members existing at the time of