TODO	=	Defined terms and cross-references have not yet been parameterized.
Ti	=	Governance Model
1.Ti	=	General Provisions
1.1.sec	=	The Data Network is established by the Constitutive Agreement, which is signed by the Members of the Network. This Appendix includes a description of the Governance Model of the Data Network.
1.2.sec	=	The purpose of the Governance Model is to define the procedures and mandates for managing the Data Network and any related changes during the lifecycle of the Data Network.
1.3.sec	=	The Constitutive Agreement must include, as Appendix 3, a List of Members that also sets out the Parties to the Constitutive Agreement and the contact details of their representatives. The List of Members must be updated upon the accession of new Parties and the termination of incumbent Parties as well as when any contact details are changed.
1.	=	[G/Z/ol/s3]
2.Ti	=	Steering Committee
2.1.Ti	=	General
2.1.sec	=	The Steering Committee is the ultimate decision-making body of the Data Network. The purpose of the Steering Committee is to facilitate collaboration between the Parties and organise the administration of the Network appropriately on a strategic level. The Steering Committee also decides on matters that may have a significant financial or risk impact on the Parties.
2.2.Ti	=	Primary Functions
2.2.1.sec	=	The Steering Committee is established to ensure the coordination of and any decision making related to the Data Network’s business or to its legal, technical or ethical matters. The Steering Committee is responsible for preparing any changes required to ensure that the Data Network continues to fulfil its purpose and meets the applicable requirements.
2.2.2.sec	=	The Steering Committee is authorised to prepare any changes to the Constitutive Agreement or any of its Appendices and to approve any new Members to the Data Network in accordance with the accession criteria defined in the Constitutive Agreement. The Steering Committee is also authorised to approve new Datasets and/or Dataset Terms of Use, where (if any) such approval is required.
2.2.	=	[G/Z/ol/s2]
2.3.Ti	=	Composition, Meetings and Organisation
2.3.1.sec	=	Each Party appoints one representative to serve on the Steering Group (hereinafter referred to as the “Representatives”). The Steering Committee will select a chairperson (hereinafter the “Chair”) and a secretary (hereinafter the “Secretary”). The Secretary cannot simultaneously serve as a Representative. The Chair will lead the Steering Committee meetings or appoint a Representative to lead the meeting in the Chair’s stead.
2.3.2.sec	=	Each Representative 1) should strive to be present or represented at all meetings; 2) may appoint a substitute or a proxy to attend and vote at any meeting; and 3) must participate in the meetings in the spirit of cooperation.
2.3.3.sec	=	The Chair must convene an ordinary meeting of the Steering Group at least once every [three (3) months]. The Chair must convene an extraordinary meeting at any time upon the written request of the Chair or any Representative. Before scheduling an extraordinary meeting, the Chair or the Representative that has requested the extraordinary meeting must send an email summarising the issue at hand and whether it is time sensitive.
2.3.4.sec	=	The meetings can be held or attended as video or teleconference calls when the Chair considers it necessary. The Steering Committee must annually hold at least one face-to-face meeting.
2.3.5.0.sec	=	The Secretary coordinates matters related to the duties of the Steering Committee. In particular, the Secretary is responsible for
2.3.5.1.sec	=	preparing Steering Committee meetings, proposing agenda items, preparing the agenda of the Steering Committee meetings, composing the minutes of the meetings and monitoring the implementation of the decisions made by the Steering Committee;
2.3.5.2.sec	=	keeping the Constitutive Agreement and all of its Appendices updated and available;
2.3.5.3.sec	=	collecting, reviewing to verify consistency, and submitting any necessary documents and specific requests made in relation to the Steering Committee’s duties;
2.3.5.4.sec	=	coordinating and administering the day-to-day matters of the Steering Committee;
2.3.5.5.sec	=	promptly transmitting documents and notifications related to the Data Network to any Party concerned; and
2.3.5.6.sec	=	providing, upon request, the Parties with official copies or the originals of documents that are in the sole possession of the Secretary when such copies or originals are necessary for the Parties to present claims.
2.3.5.	=	[G/Z/ol/s6]
2.3.6.sec	=	The Secretary is not entitled to act or make legally binding declarations on behalf of any of the Parties or the Data Network, unless explicitly stated otherwise in the Constitutive Agreement or duly authorised by all Parties. The Secretary must not seek to expand its role beyond the tasks specified in this Appendix.
2.3.	=	[G/Z/ol/s6]
2.4.Ti	=	Meeting Agenda
2.4.0.sec	=	At each meeting, the topical issues affecting the Data Network will be reviewed using an agenda outline that is not limited to the following:
2.4.1.0.sec	=	Introductory items such as:
2.4.1.1.sec	=	Introductions including any invited attendees
2.4.1.2.sec	=	Review agenda
2.4.1.3.sec	=	Minutes of the last meeting
2.4.1.4.sec	=	Review of any action points arising from previous meetings
2.4.1.	=	[G/Z/ol/s4]
2.4.2.0.sec	=	Ongoing matters such as:
2.4.2.1.sec	=	Approval of changes to the Constitutive Agreement and its Appendices
2.4.2.2.sec	=	[Approval of new Members to the Data Network]
2.4.2.3.sec	=	[Approval of new Datasets and/or Dataset Terms of Use]
2.4.2.4.sec	=	Operational and technical status of the Data Network
2.4.2.5.sec	=	Any change requests concerning the Data Network
2.4.2.6.sec	=	Acceptance of change request deliverables and monitoring their timelines
2.4.2.7.sec	=	Outstanding issues, open action points, conflicts
2.4.2.8.sec	=	Consideration of other relevant items
2.4.2.9.sec	=	Review and summary of actions from the meeting
2.4.2.10.sec	=	Next meeting
2.4.2.11.sec	=	Closing
2.4.2.	=	[G/Z/ol/s11]
2.4.	=	[G/Z/ol/s2]
2.5.Ti	=	Quorum and Decisions
2.5.1.sec	=	A meeting constitutes a quorum when the Chair or his/her representative and at least [2/3] of the Representatives or their representatives are present. The Steering Committee strives to work on the basis of achieving a consensus. The Steering Committee will vote on decisions concerning the Network, if necessary. The Chair will have the casting vote.
2.5.2.sec	=	In the event that the Committee is not able to achieve a consensus, a proposal that is supported by at least a majority of 2/3 OR 1/2 of the Representatives present at the meeting will be adopted as the Steering Committee’s decision.
2.5.3.sec	=	Any amendments to the Constitutive Agreement, [or to Appendix 2 – General Terms and Conditions or Appendix 4 Governance Model, as well as any changes to Appendix 1 – Description of the Data Network with material negative impact vis-à-vis any of the Members must be agreed upon by a majority of 2/3 of all Representatives.
2.5.4.sec	=	New Parties may join the Network by signing an Accession Agreement and their accession must be approved by [a Qualified Majority/a majority] of the Steering Committee. [These approving Parties must include all/a majority of 2/3/a majority of the Data Providers] .
2.5.5.sec	=	Where the decision of the Steering Committee to amend the Constitutive Agreement would materially affect the rights or obligations of a Party objecting to such amendment, the objecting Party will be entitled to terminate the Constitutive Agreement by notifying the Steering Committee thereof in writing within fourteen days after the objecting Party becomes aware of the Steering Committee’s decision. This termination will become effective within thirty days as of date on which the notice was submitted by the objecting Party to the other Parties.
2.5.	=	[G/Z/ol/s5]
2.6.Ti	=	Subcommittees
2.6.1.sec	=	The Steering Committee may authorise a subcommittee and/or the chair of the relevant subcommittee to explore a specific issue. The Steering Committee will appoint the chairs of the subcommittees and their members in addition to defining their rules of procedure.
2.6.2.sec	=	Subcommittee chair(s) will have the option of attending Steering Committee meetings when the Chair considers it necessary. The chair of the relevant subcommittee is responsible for disclosing all pertinent information the chair has learned at Steering Committee meetings they have attended to the members of their subcommittee.
2.6.3.sec	=	All subcommittees must operate under a full consensus. Where a consensus cannot be reached among the members of the subcommittee, the subcommittee chair must escalate the issue to the Steering Committee for final resolution. Once the Steering Committee has been notified of the issue, it will be added to the agenda of the upcoming Steering Committee meeting or to the agenda of a newly scheduled extraordinary meeting (depending on whether the issue is time sensitive). Once the Steering Committee has made its final decision, it will be considered actionable. The Chair will inform the subcommittee chair of the Steering Committee’s final decision.
2.6.	=	[G/Z/ol/s3]
2.7.Ti	=	Invited Attendees
2.7.sec	=	The Steering Committee Representatives may invite necessary and appropriate persons to attend any Steering Committee meeting, and such persons will be considered to have been ‘in attendance’. The Chair is entitled to decide whether the attendance of the relevant invitee is necessary and appropriate. In the event that an invitee is not from a Network Member’s organisation, such an invitee must sign a non-disclosure agreement, unless waived by the Chair. It is the responsibility of the Chair to ensure that the invitee can be proven to be bound by a confidentiality obligation prior to him/her joining the meeting.
2.8.Ti	=	Conflicts
2.8.sec	=	Any dispute, controversy or claim arising out of or relating to the Data Network, or the breach, termination or validity of the Constitutive Agreement must first be escalated to the Steering Committee. The Parties must strive to resolve any such conflict in good faith at the Steering Committee.
2.	=	[G/Z/ol/8]
	=	[G/Z/ol/2]