ELIXIR WP4 legal & organisational issues

1. ELIXIR Stakeholder Meeting 7 May 2009 ELIXIR WP4 legal & organisational issues Silke SchumacherEMBL

2. ELIXIR organisational models • ELIXIR fully integrated into EMBL (little visibility for ELIXIR, only limited fundraising through EMBL, stakeholders not well represented) • ELIXIR as a new international organisation (would take too long to establish) • „Hybrid“-model – ELIXIR as a new entity without EBI (stakeholders and EMBL Council accepted this model) • EMBL „special project“: establishes ELIXIR as a new organisation using partly EMBL‘s existing legal entity

3. ELIXIR Components • ELIXIR Consortium establishes ELIXIR Council as strategic and supervisory body of ELIXIR • ELIXIR is managed by Executive Management supported by Secretariat; Director of the Executive Management reports to ELIXIR Council • Executive Management will be supported by Heads of Nodes Committee • Peer review of funding proposals from ELIXIR nodes by independent Scientific Advisory and Grants Committee

4. ELIXIR Governance Others ELIXIR Member States EMBL Scientific Advisory/Grant Committee Structure ELIXIR Council ELIXIR Secretariat ELIXIR Executive Management (at EMBL-EBI) Heads of ELIXIR Nodes Committee ELIXIR Node 1 (EMBL-EBI) ELIXIR Node 2 ELIXIR Node 4 ELIXIR Node 3

5. ELIXIR Governance Others ELIXIR Member States ELIXIR EMBL Scientific Advisory/Grant Committee Structure ELIXIR Council ELIXIR Secretariat ELIXIR Executive Management (at EMBL-EBI) Heads of ELIXIR Nodes Committee ELIXIR Node 1 (EMBL-EBI) ELIXIR Node 2 ELIXIR Node 4 ELIXIR Node 3

6. ELIXIR Council ELIXIR Member States EMBL Others ELIXIR Council Scientific Advisory & Grant Committee High-level oversight of ELIXIR Activities ELIXIR Secretariat ELIXIR Executive Management (at EMBL-EBI) Approval of ELIXIR strategy and budget Heads of ELIXIR Nodes Committee Members of ELIXIR Council report back to member states ELIXIR Node 1 (EMBL-EBI) ELIXIR Node 2 ELIXIR Node 3 ELIXIR Node 4

7. Scientific Advisory/Grant Committee Structure ELIXIR Member States EMBL Others ELIXIR Council Scientific Advisory & Grant Committee Scientific Advisory/Grant Committee Structure • Scientific evaluation of funding requests • by ELIXIR nodes • Advises ELIXIR Council and • ELIXIR management on • scientific issues • Organises scientific reviews of • those parts of the nodes that • are involved in ELIXIR • Acts independent of EMBL/EBI ELIXIR Executive Management (at EMBL-EBI) ELIXIR Secretariat Heads of ELIXIR Nodes Committee ELIXIR Node 1 (EMBL-EBI) ELIXIR Node 2 ELIXIR Node 3 ELIXIR Node 4

8. ELIXIR Executive Management ELIXIR Member States EMBL Others ELIXIR Executive Management: – Reports to ELIXIR Council – Coordinates overall ELIXIR strategy – Executes decisions of Council – Manages ELIXIR budget – Organises scientific evaluations – Manages distribution of money to ELIXIR nodes – Enters into grant agreements with nodes – Staff hired by EMBL (similar to EMBO staff) – Own bank account – Independent external audit ELIXIR Council Scientific Advisory & Grant Committee ELIXIR Secretariat ELIXIR Executive Mgmt (at EMBL-EBI): CEO, CSO, CFO Heads of ELIXIR Nodes Committee ELIXIR Node 1 (EMBL-EBI) ELIXIR Node 2 ELIXIR Node 3 ELIXIR Node 4

9. ELIXIR Nodes – basic criteria • Prerequisites: • National or international legal entity or represented by legal entity • Capable of entering into contract with ELIXIR • Provide additional funding sources (matching funds) • Capable of supporting one or more components of ELIXIR Infrastructure, e.g. of scientific or technical nature • ELIXIR components must have European service dimension • Other requirements to be determined (e.g. size, quality) • Selection and application process to be decided (e.g. calls for proposals)

10. ELIXIR Funding Contributions from Member States + other partners Scientific Advisory/Grant Committee Structure ELIXIR Council Report on use of ELIXIR budget Approve ELIXIR budget ELIXIR Secretariat ELIXIR Executive Management (at EMBL-EBI) Heads of ELIXIR Nodes Committee Apply for ELIXIR funding + other External Funding (e.g. EU FP) ELIXIR funding ELIXIR funding ELIXIR funding ELIXIR funding ELIXIR Node 2 ELIXIR Node 1 (EMBL-EBI) ELIXIR Node 4 ELIXIR Node 3 National funding National funding National funding EMBL

11. ELIXIR Member States EMBL ELIXIR Council Scientific Advisory/Grant Committee Structure ELIXIR Secretariat ELIXIR Executive Management (at EMBL-EBI) Heads of ELIXIR Nodes Committee ELIXIR Node 1 (EMBL-EBI) ELIXIR Node 2 ELIXIR Node 4 ELIXIR Node 3 Others

12. ELIXIR International Consortium Agreement ELIXIR Member States Others EMBL ELIXIR Council Scientific Advisory/Grant Committee Structure ELIXIR Secretariat ELIXIR Executive Management (at EMBL-EBI) Heads of ELIXIR Nodes Committee ELIXIR Node 1 (EMBL-EBI) ELIXIR Node 2 ELIXIR Node 4 ELIXIR Node 3

13. Legal status of ELIXIR • ELIXIR members (only governments and International Organisation to avoid complexity) build an ELIXIR Consortium • EMBL part of the Consortium • ELIXIR Consortium concludes International Consortium Agreement (ICA) • Consortium acts through ELIXIR Council responsible for strategic decisions • To profit from EMBL‘s privileges and legal personality, ELIXIR becomes part of EMBL technically • EMBL to delegate powers to Executive Management based on ICA

14. International Consortium Agreement • Purpose and mission of ELIXIR • Organs and its missions and powers • Voting rights • Budget • Liability of ELIXIR partners (limited!) • Contribution of Consortium partners and EMBL (e.g. hosting + staffing) • Guidelines for distributing funding to ELIXIR nodes • Non-binding vs. binding: Non-binding agreement could be done immediately and presented to EU member states together with the ELIXIR business plan • Additional bilateral agreements, e.g. with industry are possible

15. ELIXIR Constitution? • ELIXIR constitution in addition to ICA? • Advantage: easy amendments compared to ICA • Amendment of ICA requires unanimous consent of all parties and possibly ratification • Amendment of constitution under agreed specific majorities • Possible contents: governance issues such as • Organs • Missions and powers • Voting procedures • Voting rights • Rules of procedure • etc

16. ELIXIR International Consortium Agreement ELIXIR Member States Others EMBL ELIXIR Council Scientific Advisory/Grant Committee Structure ELIXIR Secretariat ELIXIR Executive Management (at EMBL-EBI) Heads of ELIXIR Nodes Committee ELIXIR Grant Agreements ELIXIR Node 1 (EMBL-EBI) ELIXIR Node 2 ELIXIR Node 4 ELIXIR Node 3

17. Grant Agreements • Funding of ELIXIR nodes (amount, duration, „rolling funds“?) • Description of use of funding • Commitments of ELIXIR nodes • Mechanisms for quality assurance (audits, reporting, monitoring) • Termination • Liabilities • IP

18. ELIXIR Node 1 (EMBL-EBI) ELIXIR Node 2 ELIXIR Node 4 ELIXIR Node 3 ELIXIR: EMBL Special Project ELIXIR Member States EMBL Member States Others EMBL ELIXIR Council EMBL Council Scientific Advisory & Grant Committee ELIXIR Secretariat ELIXIR Executive Management (at EMBL-EBI) EMBL DG Heads of ELIXIR Nodes Committee

19. Advantages of legal model • Special project = provides independence and benefitting from existing legal structure of EMBL • ELIXIR benefits from EMBL’s reputation/experience in operating large international RI • Special project fast+easy to set up • ELIXIR membership is also open to non-EMBL member states • Int’l Agreement guarantees for flexible solutions • ELIXIR could act as a funding institution for nodes • Easy transfer into ERIC

20. ELIXIR Scientific and Technical Structure European Data Centre?

21. EU regulation: ERIC • Could be alternative to EMBL „special project“; it could be converted into ERIC any time • Approval by EU Council still pending • No clear guidelines and no precedence for implementation of ERIC • Tax exemptions limited to VAT (for central management unit only) • No privileges for staff • Subject to extensive monitoring by EC • Mixed legal regime

22. WP 4 - Next steps a.s.a.p. joint WP4/WP5 Working Group set up to develop ELIXIR funding mechanisms 19/20 May 2009 Report to ELIXIR Steering Committee + Stakeholders June 2009 Final report from Bird & Bird and draft International Consortium Agreement June 2009 WP4 Final report

23. ELIXIR WP4 recommendations (1) • ELIXIR should be set up as special project, using EMBL‘s legal entity to profit from EMBL‘s experience and reputation, legal personality and privileges: allows to employ staff, handle money, enter into contract, etc. • ERIC = back up solution and remains an option • ELIXIR MS and EMBL to build a Consortium and enter into International Consortium Agreement • Staged approach: first non-binding ICA followed by binding ICA; Binding ICA may have to be ratified • ELIXIR‘s governance structure should include Council, Scientific Advisory/Grant Committee Structure, Executive Management + Secretariat

24. ELIXIR WP4 recommendations (2) • ELIXIR should become distributed RI: central administrative unit + nodes in different countries • EBI will provide the scientific and technical hub of ELIXIR • Nodes = national or int‘l legal entities that fulfill basic criteria such as providing certain components of the ELIXIR Infrastructure and matching funds • EMBL supports ELIXIR since it facilitates funding and operation of European research infrastructure for biological information.