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1. The governing board is the decision-making body of each joint undertaking. It shall have overall responsibility for the strategic orientation, coherence with relevant Union objectives and policies, and operations of that joint undertaking and shall supervise the implementation of its activities. The Commission, in its role in the governing board, shall seek to ensure coordination and coherence between the activities of the joint undertakings and the relevant activities of Union funding programmes with a view to promoting synergies and complementarities while avoiding duplications when identifying priorities covered by collaborative research.

2. The governing board shall carry out the following tasks:

(a) take measures to implement the joint undertaking’s general, specific and operational objectives, assess their effectiveness and impact, ensure close and timely monitoring of the progress of the joint undertaking’s research and innovation programme and individual actions in relation to the priorities of the Union and the Strategic Research and Innovation Agenda, including in relation to complementarity with regional or national programmes, and take corrective measures where needed to ensure that the joint undertaking meets its objectives;

(b) assess, accept or reject applications for membership in accordance with Article 7;

(c) assess, accept or reject applications of prospective contributing partners in accordance with Article 9;

(d) decide on the termination of the membership in the joint undertaking with regard to any member that does not fulfil its obligations pursuant to this Regulation or in accordance with Article 8(2) and (3);

(e) adopt the financial rules of the joint undertaking in accordance with Article 27;

(f) adopt the annual budget and the staff establishment plan including the number of permanent and temporary posts by function group and by grade as well as the number of contract staff and seconded national experts expressed in full-time equivalents;

(g) decide on the distribution of administrative costs among the members other than the Union, where these members fail to reach an agreement in accordance with Article 28(2), taking into account possible imbalances in their administrative commitments compared to their participation;

(h) exercise, in accordance with paragraph 4 of this Article and with regard to the staff of the joint undertaking, the powers conferred by the Staff Regulations of Officials of the European Union laid down in Regulation (EEC, Euratom, ECSC) No 259/68 (the ‘Staff Regulations’) on the Appointing Authority and by the CEOS on the Authority Empowered to Conclude a Contract of Employment (the ‘appointing authority powers’);

(i) appoint, dismiss, extend the term of office, provide guidance and monitor the performance of the executive director;

(j) adopt the Strategic Research and Innovation Agenda at the beginning of the joint undertaking and update it throughout the duration of Horizon Europe, where necessary. The Strategic Research and Innovation Agenda shall identify the partnership’s targeted impact, foreseen portfolio of activities, measurable expected outcomes, resources, deliverables and milestones within a defined timeframe. It shall also identify the other European partnerships with which the joint undertaking shall establish a formal and regular collaboration and the possibilities for synergies between the joint undertaking’s actions and national or regional initiatives and policies based on information received by the participating states or the states’ representatives group as well as synergies with other Union programmes and policies;

(k) adopt the work programme and corresponding expenditure estimates as proposed by the executive director, after taking into consideration the states’ representatives group’s opinion, to implement the Strategic Research and Innovation Agenda, including the administrative activities, the content of the calls for proposals, possible conditions for dealing with ex aequo proposals in accordance with Article 28(3) of Horizon Europe and its work programmes, the research areas subject to joint calls and cooperation with other partnerships and synergies with other Union programmes, the applicable funding rate, and the related rules for submission, evaluation, selection, award and review procedures with particular attention to the feedback to policy requirements;

(l) where appropriate, limit the participation in specific actions in the work programme in accordance with Article 22(5) of the Horizon Europe Regulation and in accordance with the position agreed on a case-by-case basis between the Commission and the Member States in the states’ representatives group, unless specified otherwise in Part Two;

(m) adopt measures for attracting newcomers, in particularly SMEs, higher education institutions and research organisations, into the activities and actions of the joint undertaking, including where applicable by encouraging them to become private members or constituent entities of the private members;

(n) approve the annual additional activities plan, set out in an annex to the main part of the work programme, on the basis of a proposal from the members other than the Union and after having consulted the scientific advisory body or such body as set out in Part Two and after taking into consideration the states’ representatives group’s opinion;

(o) provide strategic orientation as regards the collaboration with other European partnerships in accordance with the Strategic Research and Innovation Agenda;

(p) assess and approve the consolidated annual activity report, including the corresponding expenditure and the budget dedicated to joint calls with other European partnerships;

(q) deliver an opinion on the joint undertaking’s final accounts;

(r) make arrangements, as appropriate, for the establishment of an internal audit capability of the joint undertaking;

(s) approve the organisational structure of the programme office upon recommendation of the executive director;

(t) approve the joint undertaking’s communication policy upon recommendation by the executive director;

(u) unless specified otherwise in Part Two, approve the list of actions selected for funding;

(v) adopt implementing rules for giving effect to the Staff Regulations and the CEOS in accordance with Article 110(2) of the Staff Regulations;

(w) adopt rules on the secondment of national experts to the joint undertakings or the use of trainees;

(x) set up, as required, advisory or working groups, including in collaboration with other joint undertakings, in addition to the bodies of the joint undertaking referred to in Article 14, for a determined period of time and to fulfil a specific purpose;

(y) submit to the Commission, where appropriate, requests to amend this Regulation;

(z) request scientific advice or analysis on specific issues to the joint undertaking’s scientific advisory body or its members, including as regards developments in adjacent sectors;

(a1) adopt by the end of 2023 a plan for the phasing-out of the joint undertaking from Horizon Europe funding upon recommendation of the executive director;

(b1) ensure the performance of any task that is not specifically assigned to a particular body of a joint undertaking, subject to the possibility that the governing board may assign such task to another body of the joint undertaking concerned.

3. The governing board of a joint undertaking may also be subject to specific rules set out in Part Two.

4. The governing board shall adopt, in accordance with Article 110(2) of the Staff Regulations, a decision based on Article 2(1) of the Staff Regulations and on Article 6 of the CEOS, delegating relevant appointing authority powers to the executive director and defining the conditions under which that delegation of powers can be suspended. The executive director shall be authorised to sub-delegate those powers.

5. The governing board shall take the utmost account of the states’ representatives group’s opinions, recommendations or proposals, if any, before voting. The governing board shall inform without undue delay the states’ representatives group of the follow-up it has given to such opinions, recommendations or proposals, or it shall give reasons if they are not followed up.