FWO Charter on Good Governance

Approved by the Board of Trustees on 22 June 2016

1.1 PRINCIPLES AND RECOMMENDATIONS WITH REGARD TO GOOD GOVERNANCE FOR EXTERNAL INDEPENDENT AGENCIES

The FWO subscribes to the following principles of good governance for external independent agencies. These principles were drawn up under the umbrella of MOVI, a management network organisation of the Flemish Government, and in cooperation with Guberna, the Belgian Institute for Directors.

Principles

PRINCIPLE 1The government acts as an active and informed shareholder and develops a clear and consistent owner’s strategy with regard to its external independent agencies.

PRINCIPLE 2The Board of Trustees of each external independent agency has the required autonomy, competences and objectivity to fulfil its responsibilities concerning strategic management and control of the executive management.

PRINCIPLE 3The Board of Trustees of each external independent agency is composed in a professional way, with due regard for diversity and complementarity.

PRINCIPLE 4The Board of Trustees of each external independent agency acquits itself of its tasks in an effective and efficient way, thereby making a valuable contribution to the realisation of the agency’s goals.

PRINCIPLE 5: The Board of Trustees of each external independent agency establishes specialised committees that assist the board in performing its tasks.

PRINCIPLE 6Each external independent agency has a professional and empowered executive management responsible for the operational management of the agency.

PRINCIPLE 7Each external independent agency ensures proper disclosure of the good governance principles that are observed.

1.2. PURPOSE OF THE FWO CHARTER ON GOOD GOVERNANCE

In this Charter, the FWO demonstrates how it implements the principles of good governance for external independent agencies. 

1.3 CHARTER ON GOOD GOVERNANCE

PRINCIPLE 1: The government acts as an active and informed shareholder and develops a clear and consistent owner’s strategy with regard to its external independent agencies.

How does the FWO implement this principle?

 

1. An integrated owner's strategy

The mission and tasks of the Research Fund – Flanders, hereinafter referred to as the FWO, are laid down in the Decree of April 30 2009 on the organisation and financing of science and innovation policy, in the statutes and in the Cooperation Agreement concluded between the Flemish Government and the FWO. Pursuant to this decree, the Flemish Government participates in the FWO, a public utility foundation operating under private law. The FWO is hereby recognised as an external independent agency under private law with legal personality as referred to in Article 29 of the Administrative Policy framework decree of July 18 2003.  

The global framework with regard to the owner’s strategy is mentioned in the Decree of 30 April 2009 on the organisation and financing of science and innovation policy and the Cooperation Agreement.

The identity of the government as owner is the Flemish Government, as mentioned in the Decree of 30 April 2009 and in this Charter.

The Flemish Government is the government with whom the FWO has concluded an agreement. The Flemish Government is represented by the Flemish Minister for Science and Innovation, who signs the Cooperation Agreement on behalf of the government, and the Flemish Minister for Finance and Budget.

The Flemish Government appoints two government representatives at the FWO. One government representative is appointed upon nomination by the Flemish Minister under whose responsibility the FWO falls, and one government representative is appointed upon nomination by the Flemish Minister for Finance and Budget. The government representative appointed on the recommendation of the Flemish Minister under whose responsibility the FWO falls, supervises compliance of the use of the awarded subsidies with the law, with the FWO statutes, and with the Cooperation Agreement. The government representative appointed upon nomination by the Flemish Minister for Finance and Budget, has the same supervisory function as the government representative appointed upon nomination by the Flemish Minister under whose responsibility the FWO falls, for decisions with a budgetary or financial impact.

The policy objectives, evaluation criteria and means of the FWO are written down in the Flemish Government – FWO Cooperation Agreement, as are the reporting and control activities under this Agreement.

The basic principles for good governance that are observed by the agency, are set out in this Charter.

2. Cooperation Agreement

The FWO has concluded the 2012-2106 Cooperation Agreement with the Flemish Government pursuant to article 31 of the Administrative Policy Framework Decree of 18 July 2003.  This Agreement contains the parameters for the follow-up of the FWO's activities.

As provided for in this Charter, the FWO shall render account of the application of the good governance principles in the annual report and at the five-yearly evaluation of the general functioning of the FWO.

3. The government as active shareholder

The Flemish Government appoints two government representatives. One is appointed upon nomination by the Flemish Minister under whose responsibility the FWO falls, and one is appointed upon nomination by the Flemish Minister for Finance and Budget. The government representatives or their replacements sit on the Board of Trustees and on the administrative bodies established by the Board of Trustees, including the FWO Audit Committee, in an advisory capacity. They are invited to attend all meetings of the administrative bodies and, like the other members, are timely notified of the agenda and all associated documents. The government representative is authorised to request all documents and information relating to FWO Board of Trustees that he/she deems necessary for the performance of his/her mandate.

The government representative or his/her replacement can bring a motivated appeal before the minister under whose responsibility the FWO falls, within a period of four business days against any decision about the appropriation of the subsidies, which he/she believes to be in violation of the law, the FWO statutes, the Cooperation Agreement and the principles of good governance.  The appeal is suspensive. The period commences on the day of the meeting at which the decision was made, if the government representative was duly invited to attend this meeting and, if this is not the case, the day on which he/she became aware of it. If the minister has not declared the aforementioned decision against which an appeal was lodged invalid within a period of ten business days, starting on the same day as the aforementioned period, the decision becomes final. The administrative body concerned is notified of the nullification of the decision by the minister.

The minister or the government representative may require the competent administrative body to discuss each matter determined by him/her with regard to the appropriation of the granted subsidy within a term set by him/her, if the law, the FWO statutes or the Cooperation Agreement so require.

The fee policy of the executive management is determined by the Board of Trustees. The Board of Trustees focuses on the modalities, as laid down in the Flemish Government Decree of January 13 2006 regarding the legal position of personnel of the services of the Flemish Government/Administration.

The FWO statutes, as well as any amendments made to them, must be approved by the Flemish Government.

4. Controlling shareholder with respect for the autonomy of the administrative bodies

The Flemish Government recognises the FWO as the unique counter in Flanders for the financing of innovative and strategic scientific research based on scientific competition. The autonomy of the FWO is guaranteed in article 11 of the Cooperation Agreement.          

PRINCIPLE 2: The Board of Trustees of each external independent agency has the required autonomy, competences and objectivity to fulfil its responsibilities concerning strategic management and control of the executive management.

How does the FWO implement this principle?

It is the specific task of the Board of Trustees to outline the FWO’s general policy on strategic scientific research and to determine the way in which this research is promoted. The Board is more specifically authorised to determine the means of action, to draw up, optimise and control the selection and evaluation procedures.

The FWO is recognised as a public utility foundation by the Royal Decree of 20 January 2006. The FWO is recognised as an external independent agency governed by private law by the Decree of 30 April 2009 on the organisation and financing of science and innovation policy, as referred to in article 29 of the Administrative Policy Framework Decree of 18 July 2003.

The Board of Trustees is authorised to perform all actions necessary or useful for the realisation of the FWO’s mission and tasks. The mandate of the Board of Trustees is clearly stated in the statutes.

The Board of Trustees has full decision-making authority.

The controlling role of the Board of Trustees is mainly filled in by the audit committee, as provided for in article 13 of the statutes. The Board of Trustees appoints two independent administrators who, together with an administrator selected from the other categories by the Board of Trustees, make up the Audit Committee. These two independent administrators are mainly persons from the business community who have sufficient relevant expertise. The Audit Committee performs at least the tasks set out in Article 526bis, § 4 of the Companies Code.

The Board of Trustees reports to the competent authority on the use of the grants that it has awarded. It attaches a statement of means of all kinds that have been used for achieving the foundation's objects.

The ‘shareholders’ in the broad sense of the term are represented in the Board of Trustees. The Board of Trustees is responsible for approving all official documents, including the policy plan and the Cooperation Agreement. The Cooperation Agreement is signed by the Chair of the Board of Trustees and the Secretary General. The Cooperation Agreement is also assessed on an annual basis by the executive management who is accountable for this to the Board of Trustees.

The Cooperation Agreement recognises the scientific independence of the FWO. As such, any suspicion of interference by government, politics or administration in the scientific decision-making process is allayed.

PRINCIPLE 3: The Board of Trustees of each external independent agency is composed in a professional way, with due regard for diversity and complementarity.

How does the FWO implement this principle?

 

1. Composition

The Board of Trustees of the FWO is composed of maximum twelve members, who are appointed by the Flemish Government subject to the following nomination rights:

1° two members are appointed upon nomination by the Board of Trustees of KU Leuven;

2° two members are appointed upon nomination by the Board of Trustees of the University of Ghent;

3° one member is appointed upon nomination by the Board of Trustees of the University of Antwerp;

4° one member is appointed upon nomination by the Board of Trustees of the Vrije Universiteit Brussel;

5° one member is appointed upon nomination by the Board of University of Hasselt;

6° one member is appointed from two candidates nominated jointly by the boards of trustees of the strategic research centres; and

7° four independent administrators are nominated by the Board of Trustees; not more than two of these four members shall be of the same sex.

The Board of Trustees sets the requirements to be met by candidates for the office of independent administrator in the areas of competences, knowledge and experience, and launches an open call for candidates for the office of independent administrator. This call sets out the requirements to be met by candidates and specifies the application procedure, including the submission of at least one curriculum vitae.

The Board of Trustees elects from among its members a Chair belonging to the category of university representatives (1° through to 5°) and a Vice-Chair belonging to the category of independent administrators (7°). The functions of Chair and Vice-Chair are assigned for a period that equals that of the term of office of the trustee who is elected as Chair or as Vice-Chair.

2. Remuneration of the administrators

The members of the Board of Trustees receive a fixed annual fee of EUR 1,500 and an attendance allowance of EUR 150 per meeting.

3. Independent administrators

The independent administrators are appointed by the Flemish Government, upon nomination by the Board of Trustees, from two lists of four candidates each. One list contains the four male candidates and the other list the four female candidates. The Board of Trustees sets the requirements to be met by candidates for the office of independent administrator in the areas of competences, knowledge and experience, and launches an open call for candidates for the office of independent administrator. This call sets out the requirements to be met by candidates and specifies the application procedure, including the submission of at least one curriculum vitae.

Conditions of independence

  • Not having held the office of trustee or executive manager with the FWO for a period of five years preceding the appointment.  This condition does not apply for extension of the term of office of independent administrator.
  • Having held not more than three successive offices as trustee on the Board of Trustees.
  • Not be a member of the executive staff of the FWO or of a similar organisation and not having held such a position for three years preceding the appointment.
  • Not have any direct or indirect interests in programmes financed by the FWO.
  • Act independently of the Flemish Region, the Flemish Community, the Flemish universities, the strategic research centres and the Secretary General and therefore not be a member of an administrative body of a Flemish university or association, throughout their term of office.
  • Not have a husband/wife or registered partner, blood relations, or second degree relatives who hold the position of administrator or who have been part of the executive management of the FWO.

These conditions of independence must be fulfilled throughout the term of office of the independent administrator.

Requirements

  • Fulfil an important role in the social field and as such offer an added value to the FWO's mission.
  • Have a long-term vision of major social and economic developments.
  • Have sufficient understanding of the tasks of a board of trustees.
  • Have experience as administrator and/or director.
  • Have a good understanding of the Flemish science and innovation policy in general, and strategic long-term research and the role of the FWO in particular.
  • Have sufficient knowledge of Dutch, the official language of the FWO.
  • Be prepared to invest sufficient time in the mandate of independent administrator of the FWO and to attend the meetings of the Board of Trustees.   The Board of Trustees convenes eight to ten times per year.

4. Formation of administrators

New administrators receive a package consisting of the most important policy documents including at least the following: the Cooperation Agreement, the policy plan, the latest annual report and the appropriation analysis, and an in-depth interview with the Chair of the Board of Trustees and the Secretary General. Administrators requiring additional information about the activities of the FWO can put their questions to the Chair of the Board of Trustees and/or the Secretary General. They receive this information through an official note sent out by the Board of Trustees or electronically.

5. Evaluation of the Board of Trustees

Every four years, the role, size and composition of the Board of Trustees are evaluated under the supervision of the Chair.

Every five years, the general activities of the FWO and in particular the activities of the administrative bodies with regard to the interaction with the Flemish Government are evaluated on the basis of the operational goals and indicators set out in the Cooperation Agreement pursuant to article 22 of the Decree on the organisation and financing of science and innovation policy of 30 April 2009.

The interaction with the executive management is evaluated on an annual basis during the evaluation of the Secretary General by the Chair of the Board of Trustees and the Vice Chair of the Board of Trustees.

PRINCIPLE 4: The Board of Trustees of each external independent agency acquits itself of its tasks in an effective and efficient way, thereby making a valuable contribution to the realisation of the agency’s goals.

How does the FWO implement this principle?

 

The Board of Trustees convenes at least eight times a year and whenever deemed necessary by the circumstances.  The Board of Trustees is a collegial body. The Chair sees to it that the discussions are constructive, and steers the Board of Trustees gently but decisively towards consensus decisions.

1. Agenda of the Board of Trustees

The Chair, together with the Secretary General, sets the agenda of the meetings. The agenda and the documents are delivered to the members of the Board of Trustees at least eight days prior to the meeting.  The items on the agenda are roughly as follows:  Approval of the minutes of the previous meeting, other items listed by subject, miscellaneous, and setting the date for the next meeting.  Where appropriate, there is an additional note for each subject. This note provides detailed information about the subject that needs to be discussed, namely a brief outline of the context, a summary of the discussions within the research policy working group, the executive committee and the audit committee, and specifies whether the items are for information, for deliberation or for decision-making purposes.   These notes have been thoroughly prepared and contain sufficient elements to enable members to take a well thought-out and informed decision.

2. Information flow administrative committees

The minutes of all administrative committees (including scientific committees, audit committee and so on) are available for inspection. The Board of Trustees receives the list of evaluations of all submitted files. Major discussion items are explicitly presented to the Board of Trustees.

3. Duty of discretion

The duty of discretion to which the Board of Trustees is bound implies that the board may not pass on confidential information to third parties.

4. Minutes

The decision-making rules are laid down in the foundation’s statutes.  The minutes of each session of the Board of Trustees are drawn up, including at least the decisions, as well as explicit reservations, if any, and, where appropriate, the related background information, and the agreements made.  The decisions are registered in a register.  In addition to the report, a list of tasks with regard to the implementation of the decisions is kept after each meeting of the Board of Trustees.

5. Secretary of the Board of Trustees

The Board of Trustees appoints a Secretary General for a period of 6 years which may be renewed. The Secretary General provides the secretariat for the meetings of the Board of Trustees and all other committees of the FWO.  In addition, the Secretary General is responsible, under the conditions laid down by the Board of Trustees, for the day-to-day management of the FWO, including the daily management of the FWO administration, and is accountable to the Board of Trustees.  The Secretary General may at any time be dismissed by reasoned decision of the Board of Trustees. Based on the job description, the Secretary General is evaluated annually by the Chair of the Board of Trustees and the Vice Chair of the Board of Trustees.

PRINCIPLE 5: The Board of Trustees of each external independent agency establishes specialised committees that assist the board in performing its tasks.

Specialised committees

The FWO Board of Trustees has established the following specialised committees:

Audit Committee: The Board of Trustees appoints two independent administrators who, together with an administrator selected from the other categories by the Board of Trustees, make up the Audit Committee. These two independent administrators are mainly persons from the business community who have sufficient relevant expertise.

Financial Advisory Committee: This committee advises the Board of Trustees on the financial management of the equity of the public utility foundation governed by private law FWO. 

Executive Committee: The Executive Committee examines all matters relating to the administrative functioning of the foundation and presents its findings and proposals to the Board of Trustees. The Executive Committee performs all tasks entrusted to it by the Board of Trustees.

Research Policy working group: This working group consists of the persons responsible for research of the Flemish universities. This working group serves as a think tank and sounding board for preparing and verifying new initiatives, important reforms, amendments of regulations and so on.

Scientific Committees: The Board of Trustees seeks advice from Scientific Committees. The board determines the number and composition and appoints members within the limits of the stipulations in the Cooperation Agreement. The Committees report to the Board on the completion of the assignments entrusted to them.

PRINCIPLE 6: Each external independent agency has a professional and empowered executive management responsible for the operational management of the agency.

How does the FWO implement this principle?

 

Article 10 of the FWO statutes stipulates that the Secretary General, under the conditions laid down by the Board of Trustees, to which body he/she is accountable, is responsible for the daily administration of the FWO, including the daily management of the FWO administration. The Secretary General is responsible for implementing the decisions taken by the Board of Trustees.

The Secretary General

  • Leads the FWO with integrity.
  • Prepares the policy plan and the Cooperation Agreement every five years on behalf of the Board of Trustees. Is at their disposal for providing information with regard to the institution’s evaluation.
  • Draws up an annual action plan with financial and budgetary implications (= budget and explanatory notes).
  • Prepares and presents the financial statements to the Board of Trustees, after having received the opinion of the Audit Committee. The explanatory notes establish the link with the budget concerned.
  • Is responsible for developing a proper internal control system.  The auditor assesses this system and reports to the Board of Trustees and the Audit Committee.
  • Annually evaluates the implementation of the Cooperation Agreement and the existing procedures and renders account to the Board of Trustees.

The members of the Board of Trustees are sufficiently informed to perform their task properly, amongst other bodies by the Audit Committee. The notes addressed to the Board of Trustees are elaborate enough to enable all members to make a well thought-out and informed decision. If the administrators require additional information, this information is provided by means of a note during the next session of the Board of Trustees or between times by e-mail.

PRINCIPLE 7: Each external independent agency ensures proper disclosure of the good governance principles that are observed.

How does the FWO implement this principle?

 

Through this Charter, the FWO demonstrates how the principles of good governance are implemented.

The Good Governance Charter will be updated annually to ensure that it gives an accurate picture of the external independent agency at any point in time.

The Charter is published on the FWO website. Detailed information about the decision-making, advice and criteria used, for each means of action, are also published.

The FWO includes a chapter in its annual report containing all relevant events with regard to good governance.