Rules of procedure for the board and the director

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Nordic e-Infrastructure Collaboration Board Rules of Procedure.

Approved by the NeIC Board 17.06.2017

Background

These Rules of Procedure for the Nordic e-Infrastructure Collaboration (NeIC) Board have been drawn up to ensure uniformity and quality of the work of the Board and the Director.

Nordic e-Infrastructure Collaboration (NeIC) Rules of Procedure for NeIC Board

  1. Meetings
    1. Quorum and decision making for the Board is described in the Board’s mandate, as approved by the Board of NordForsk 1. June 2015.
    2. As a general rule, the Board shall meet four times a year, but minimum two times a year.
    3. Extraordinary meetings may be held if two Board members or the Director so request. The Chair shall convene the extraordinary meeting.
    4. Meetings should be held at a time suitable for all Board members. If a Board member is prevented from attending on an already fixed meeting date this should not entail any changes, unless the Chair decides otherwise. If a date suitable for all Board members cannot be fixed, the meeting may be held at another time, provided that the Board members who are unable to attend approve of the scheduling. For extraordinary, non-foreseen events, the Chair may fix a meeting date.
    5. Meetings shall be convened in writing, stating the time and place of the meeting, through a notice sent to the Board members.
  2. Agenda and oral reports
    1. After consultation with the Director, the Chair shall decide on the matters to be included in the agenda. Matters to be handled at the request of a member or the Director shall be included.
    2. For each meeting, the agenda and any documentation required for the respective matters to be dealt with shall be made available to all Board members in good time before the meeting. For ordinary meetings this information should be sent to the members no later than 7 working days before the meeting.
    3. In principle, the Board should have access to the same information as the Director for matters of decisive strategic importance. For other matters, the Chair should ensure, together with the Director that the Board members receive sufficiently detailed documentation concerning all matters to be dealt with by the Board. Board members should study the material in advance of the meeting.
    4. The following agenda points should be presented at each ordinary meeting:
      1. Minutes from the previous meeting and approval of the agenda;
      2. Matters to be decided or approved;
      3. Reports on important events since the previous Board meeting and assessments of the financial consequences of these events.
  3. Planning and follow-up of activities
    1. The Board shall approve the annual budget drafted by the Director. The budget should be accompanied by outline budgets for the next two years, as well as an overview of the status of ongoing projects and projects in the planning phase. The budget should be used as a basis for the work of the NeIC Executive Team.
    2. The Board has a monitoring responsibility and may request the necessary information from the Director about NeIC activities.
    3. The activities shall be followed up through financial statements and full-year forecasts submitted to the Board on a regular basis, including the profit and loss account and balance sheet and if necessary explanatory comments to the development. The Board shall take note of all financial statements.
  4. Distribution of work between the Board and the Director
    1. The Board shall delegate to the Director the responsibility for implementation of the strategy according to approved budget and action plan, including engagement of staff and management of activities.
    2. The Director may allocate up to NOK 1 million to activities without the Boards approval. Allocations above this amount should be decided by the Board.
    3. Information to the media about the NeIC Board’s activities and affairs shall only be submitted by the Chair of the Board, the Director, or by a person designated by either of the two. In situations where the Board assumes this responsibility any statements should preferably be made by the Chair. If needed, the Chair should be involved in important external contacts.
  5. Quorum and attendance
    1. The Board may take decisions at ordinary meetings, in telephone or video conferences or through e-mail.
    2. If the Chairman so decides, a member may participate in a meeting by telephone or a video-connection.
    3. External presenters should leave the board meeting after presenting their board item and responding to subsequent questions.
  6. Minutes
    1. Decision minutes, which will be numbered consecutively, shall be taken at the Board meetings.
    2. The minutes shall contain the necessary explanatory detail on the key points in reports given by the rapporteurs and proposers.
    3. Any formally stated reservations (dissenting opinions) should be taken to the minutes.
    4. Minutes from phone/video meetings and per capsulam decisions must be presented at the next ordinary Board meeting.
    5. Minutes should be circulated between all board members for comments or approval. Board members should have two weeks to comment, after which time minutes may be considered approved.
    6. Approved minutes should be openly available.
    7. The Director is responsible for the minutes.
  7. Conflict of Interest
    1. A Board member must not take part in matters dealing with:
      1. Decisions regarding the Board member and NeIC;
      2. Decisions regarding specific allocation of resources to the Board member’s home institution.
      3. Specific allocation of resources to any third party that the Board member has an essential interest in;
    2. It is a duty of the Board member to notify the Board without delay if there is a likelihood of conflict of interest.
  8. Secrecy
    1. All NeIC documents are public unless explicitly stated as confidential. Examples of documents rightfully exempt from public access include, but are not limited to, documents containing personal information, employment contracts etc, as well as internal working documents such as drafts, internal correspondence etc. Board members and others participating in Board meetings shall respect the applicable secrecy provisions in the country of domicile and ensure that no such material or information received falls into the hands of any unauthorised parties. When a Board member resigns, any such confidential material should be returned to the Director.
  9. Review and revision
    1. The above Rules of Procedure should be reviewed every second year or more often if needed. Any modifications shall be approved by the Board.

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