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All NEMO Day Ahead Operational Agreement: execution version 14 March 2019
Annex V
Rules of Internal Order (RIO)
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All NEMO Day Ahead Operational Agreement: execution version 14 March 2019
I. General
These Rules of Internal Order (the “RIO”) set forth the decision-making process rules of the NEMO
DA SC and the NEMO OPSCOM as referred to in Article 9 (Governance) of this Agreement.
All capitalised terms not expressly defined herein shall have the meanings attributed to them in
Article 1 (Article interpretation) of the ANDOA.
II. RIO for NEMO DA SC
1. Composition of the NEMO DA SC
1.1. Representatives
Each Party is entitled to nominate one or several representatives to the NEMO DA SC, but shall,
regardless of the number of the nominated representatives, always have one (1) vote. The
representative(s) of each Party in the NEMO DA SC is/are designated in writing (including by e-mail).
The list of such representatives, including their contact details, is held by the Secretary. A Party may
change its nominated representative(s) in the NEMO DA SC by providing the new contact details to
the Secretary.
Only representatives from Voting Members are entitled to vote in the NEMO DA SC in accordance
with Article 9 (Governance) of the Agreement, it being understood that all representatives are
entitled to participate in the discussions.
Each Party is, with respect to each meeting of the NEMO DA SC, duly represented either:
i) by the nominated representative(s) (as designated by it in the conditions described above);
or
ii) if a nominated representative cannot attend a meeting of the NEMO DA SC, by any other
person duly mandated and empowered to take decisions binding upon its company on all
items of the agenda for the meeting of the NEMO DA SC.
If a Party is unable to attend a NEMO DA SC meeting either by its nominated representative or by any
other mandated person of this Party, such Party may mandate the NEMO DA SC representative of
another Party to represent it.
In case of replacement, the concerned Party informs the Secretary in writing before the NEMO DA SC
meeting that it cannot attend, with indication of the name of the person representing the Party on its
behalf. In case of replacement by another Party, the concerned Party provides the Secretary with the
power of attorney given to the other Party.
One representative may represent more than one Party, provided it is duly mandated to do so.
1.2. Chairperson
The meetings of the NEMO DA SC shall be chaired by one (1) representative elected by the
NEMOs (the “Chairperson”).. The Chairperson of the NEMO DA SC shall, unless otherwise
agreed amongst the NEMOs, be rotating among the NEMOs on a yearly basis. Should the
Chairperson appointed by the respective NEMO not exercise his/her functions, such NEMO shall
appoint another Chairperson unless differently agreed amongst the NEMOs
The Chairperson may, in exceptional circumstances which prevent him/her to exercise his/her
functions at a meeting of the NEMO DA SC, delegate such task to a representative of the
NEMOs.
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The Chairperson shall not have voting rights and shall not be considered a representative unless
there is no voting representative from the Chairperson’s Party attending the meeting for
exceptional reasons. In such situation, the Chairperson is entitled to duly represent its Party in
any voting of the NEMO DA SC.
The Chairperson shall always act in a neutral manner, representing the general interest of the
Committee, except for the voting for its Party in accordance with the preceding paragraph.
The costs of the Chairperson are Common Costs, and shall be shared as set forth in Annex VII
(Cost sharing, monitoring and settlement) of the Agreement.
1.3. Secretary of the NEMO DA SC
The Secretary is yearly chosen by decision of the NEMO DA SC upon proposal of the Parties. The
Secretary shall not be from the same Party as the Chairperson. Alternatively, the function of the
Secretary can be assigned to a third party, provided that the compliance with confidentiality
requirements of article 13 of the CACM Regulation and the Agreement are duly assured under a
written agreement.
The Secretary has no voting rights and can never (including in extraordinary circumstances) be
mandated to vote for any Party.
The Secretary assists the NEMO DA SC, amongst others by:
i) Drafting the agenda, preparing session files and notices of the NEMO DA SC meetings and
distributing them on behalf of the Chairperson;
ii) Preparing the attendance list of the NEMO DA SC meetings;
iii) Verifying before each NEMO DA SC meeting that the representatives attending the NEMO
DA SC meetings have been either listed on the list of nominated representatives or has
been notified as replacement. In the event of representation by another Party, the
Secretary collects the power of attorney given by the Party not attending;
iv) Prepare the minutes of the NEMO DA SC meeting;
v) Ensuring the drafting and circulation of the minutes of the NEMO DA SC meeting; and
vi) Keep record in a common (online) storage place of the minutes and supporting documents
of the NEMO DA SC meeting or coordinate with the person responsible for record keeping
in accordance with Article 18.2.2 of the Agreement.
The costs of the Secretary are Common Costs and shall be shared as set forth in Annex VII (Cost
sharing, monitoring and settlement) of the Agreement.
2. NEMO DA SC meetings
The NEMO DA SC shall, unless otherwise agreed, meet at least on a monthly basis. The Chairperson
may decide to convene NEMO DA SC meetings more often, or to cancel a scheduled NEMO DA SC
meeting, provided such meeting is not necessary given the absence of matters to be discussed.
Any Party may at any time request a NEMO DA SC meeting by addressing a written request to the
Secretary and the Chairperson. The request shall include the matters to be put on the agenda, and
the reason why a NEMO DA SC meeting is required. The Chairperson shall decide on whether the
request requires an additional NEMO DA SC meeting or whether the point can be addressed in the
first following regular NEMO DA SC meeting.
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The notices for a NEMO DA SC meeting are notified by the Secretary in writing to the members of the
NEMO DA SC at least ten (10) Business Days before such NEMO DA SC meeting. The notices contain
the date, place and time of the NEMO DA SC meeting. The agenda and any supporting
documentation to the points on the agenda is sent at least five (5) Business Days before the NEMO
DA SC meeting.
A Party may propose to add issues on the agenda of a NEMO DA SC meeting, and these proposals are
taken into account provided they have been received by the Secretary at the latest three (3) Business
Days before such NEMO DA SC meeting.
Urgent matters may be added to the agenda of the NEMO DA SC meeting, if agreed by all Voting
Members during that NEMO DA SC meeting.
The NEMO DA SC may hold ad hoc NEMO DA SC meetings for urgent matters at any time. To the
extent possible, a reasonable notice period will be applied.
A member of the NEMO DA SC who attends the NEMO DA SC meeting or is represented in it, is
considered as having received due notice.
Unless decided otherwise by the NEMO DA SC, the Secretary shall be in charge of the practical
organisation of the NEMO DA SC meetings.
The meeting costs (hosting, organisation, etc.) are Common Costs and shall be shared as set forth in
Annex VII (Cost sharing, monitoring and settlement) of the Agreement, it being understood that the
travel costs of each Party’s representative are borne by the Party(ies) he/she is representing.
The NEMO DA SC may meet either physically or by remote meeting devices (such as e.g. conference
call, video call, written procedure, etc.) and the Secretary organising the NEMO DA SC meeting shall
foresee the technical equipment that would allow remote access.
The duty of the practical organisation of the physical meetings of the NEMO DA SC is borne by each
Party on a rotating basis. The Secretary shall keep track of the rotation and indicates within a
reasonable period of time prior to the NEMO DA SC which Party is responsible for organising the
meeting. The duty of the practical organisation of the non-physical meetings of the NEMO DA SC is
borne by the Secretary.
3. Decision-making rules within the NEMO DA SC
3.1. Quorum and decision making
The NEMO DA SC shall be quorate when at least 2/3 of all NEMOs that are Voting Members on a
particular decision are represented according to the principles set forth in section II.1.1 of these RIO.
Should such quorum not be met at any given NEMO DA SC meeting, the deliberation and decision-
making process on the points which were on the agenda of such NEMO DA SC meeting shall be made
either in an ad hoc NEMO DA SC meeting to be convened shortly thereafter (the same quorum being
applicable), or via a unanimous written consent of all its Voting Members, to be sent by e-mail.
Articles 9.3 and 9.4 of the Agreement apply to the voting.
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3.2. Unexpected items
The NEMO DA SC may only decide on the topics of the agenda circulated by the Secretary in
accordance with these RIO.
Unexpected issues may be decided at the NEMO DA SC meeting during which the unexpected
issue(s) arose or at another NEMO DA SC meeting or via another approval process as agreed upon.
However, in case urgent decisions are concerned, decisions on unexpected issue(s) can also be taken
at an ad-hoc NEMO DA SC conference call which takes place at the latest ten (10) Business Days
following the NEMO DA SC meeting during which the unexpected issue(s) arose. For clarity reasons,
such an ad-hoc NEMO DA SC conference call is subject to the general rules on quorum and decision
making. By the time of this ad-hoc NEMO DA SC conference call, the representatives of the Voting
Members in the NEMO DA SC must have sought the necessary power and authority to decide on the
unexpected issue(s).
3.3. Exceptional circumstances
In case a Voting Member, due to justifiable exceptional circumstances, cannot be present or
represented at a NEMO DA SC meeting, then decision(s) can however be taken by the other NEMO
DA SC members attending, subject to the possibility, for the Voting Member who did not attend, to
challenge such decision(s) in writing to the Secretary within ten (10) Business Days (two (2) in case of
urgent decisions) after the distribution of the draft minutes in accordance with these RIO. Absent
such written challenge, the decision(s) is/are deemed final and binding without prejudice to the
objection right set under article 9.5 of the main body of this Agreement (Protection of the interests
of the Non-Operational NEMOs).
In case a Voting Member challenges such decision(s), the challenged decision(s) is/are put on the
agenda of the next regular NEMO DA SC meeting (or at an ad hoc NEMO DA SC meeting in case of
urgent decisions, which shall then take place ten (10) Business Days at the latest following the
challenging of the urgent decision(s)). The Voting Member who challenged the decision(s) shall
attend this next NEMO DA SC meeting. In its absence, the decision(s) is/are deemed final and binding
as of the closing of the NEMO DA SC meeting.
4. Recording of NEMO DA SC decisions
The decision(s) of the NEMO DA SC are recorded by the Secretary in written minutes.
The draft minutes (including decisions) are circulated by the Secretary to the members of the NEMO
DA SC, within a maximum of three (3) Business Days of the meeting concerned.
Members of the NEMO DA SC may comment on the draft minutes within ten (10) Business Days after
sending of the decisions in accordance with these RIO (it being understood that the decisions
themselves cannot be challenged and are binding as of the meeting during which they are taken,
except in the case specified in section II.3.3). Unless agreed otherwise at the NEMO DA SC meeting,
the minutes are approved at the next NEMO DA SC meeting.
The comments on the minutes received in the abovementioned deadlines are in principle discussed
via e-mail, until a final agreement is reached on the text of the minutes. Adapted minutes are
considered approved when all Voting Members have given their consent by mail or if all open
comments have been closed and no further comments are provided within ten (10) Business Days
from the last comment.
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The final minutes shall be circulated by the Secretary to all Parties, by two (2) Business Days of their
approval.
The final minutes shall be stored in the common (online) storage place as set forth in Article 18.2.2 of
the Agreement.
III. RIO for NEMO OPSCOM
1. Tasks and roles
General delegation by the NEMO DA SC
The NEMO OPSCOM shall have the following powers and tasks:
i) elaboration of advice and recommendations to the NEMO DA SC on the design and
operation of the SDAC;
ii) performance of all acts in relation to the monitoring of the daily operations of the SDAC and
ensuring the well-functioning and continuity of it;
iii) performance of the tasks appointed to it in the ANDOA Change Control Procedure (Annex
IV Change Control Procedure including complete Testing and Simulation Procedure);
iv) organization and coordination of testing activities in the context of the ANDOA Change
Control Procedure(Annex IV Change Control Procedure including complete Testing and
Simulation Procedure);
v) organization and coordination of training activities;
vi) discussion and evaluation of any Incident.
vii) recommendation of operational improvements based on experience.
In addition, it performs any specific task delegated expressly to it by the NEMO DA SC.
In any event, should a decision (or several accumulated decisions) of NEMO OPSCOM have financial
impact in excess of an amount to be decided upon by the NEMO DA SC, it shall be subject to
validation at NEMO DA SC level.
2. Reporting and external communication
The NEMO OPSCOM periodically reports to the NEMO DA SC.
In addition, it provides input for the periodic regulatory reports:
i) NEMO OPSCOM operational reports;
ii) Operational indicators; and
iii) Events – overview.
3. Organization and functioning rules
NEMO OPSCOM composition and functioning
In the NEMO OPSCOM, the following participants are distinguished:
i) Representatives of the Parties;
ii) Chairperson (no voting rights);
iii) NEMO OPSCOM Secretary (no voting rights); and
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All NEMO Day Ahead Operational Agreement: execution version 14 March 2019
iv) Invited participants (no voting rights).
Each Party is entitled to nominate one or several representatives to the NEMO OPSCOM but shall,
regardless of the number of the nominated representatives, always have one (1) vote. The
representative(s) of each Party in the NEMO OPSCOM is/are designated in writing. The list of such
representatives, including their contact details, are held by the NEMO OPSCOM Secretary. A Party
may change its nominated representative(s) in the NEMO OPSCOM by providing the new contact
details to the NEMO OPSCOM Secretary.
Only representatives from Operational NEMOs are entitled to vote in the NEMO OPSCOM for
operational decisions in accordance with Article 9.4.2 of the Agreement, it being understood that all
representatives are entitled to participate in the discussions on such decisions.
Each Party is, with respect to each meeting of the NEMO OPSCOM, duly represented either:
i) by the nominated representative(s) (as designated by it in the conditions described above);
or
ii) if a nominated representative cannot attend a meeting of the NEMO OPSCOM, by any
other person duly mandated and empowered to take decisions binding upon its company
on all items of the agenda.
If a Party is unable to attend a NEMO OPSCOM meeting either by its nominated representative or by
any other person of this Party, such Party may mandate the NEMO OPSCOM representative of
another Party to represent it.
In case of replacement, the concerned Party informs the NEMO OPSCOM Secretary in writing before
the NEMO OPSCOM meeting that it cannot attend this NEMO OPSCOM meeting, with indication of
the name of the person representing the Party on its behalf. In case of replacement by another Party,
the concerned Party provides the NEMO OPSCOM Secretary with the power of attorney given to the
other Party.
One representative may represent more than one Party provided it is duly mandated to do so.
In order to ensure a continuous optimal coordination, the NEMO OPSCOM normally meets every
fortnight and at least once a month, unless agreed otherwise by the NEMO OPSCOM. The NEMO
OPSCOM calls and meetings are limited to business days (i.e., for the purpose of this section of the
RIO regarding the NEMO OPSCOM, Monday till Friday, irrespective of national public holidays) and
office hours (i.e. 08:30 till 17:00 CET), unless otherwise unanimously agreed. The NEMO OPSCOM
may meet either physically or by distant meeting devices (such as e.g. conference call, video call,
written procedure, etc.). Any cancellation of a NEMO OPSCOM meeting is made by unanimous
consent in writing with a minimum of two (2) Business Days` notice. Any member of the NEMO
OPSCOM may request an extraordinary NEMO OPSCOM meeting.
In addition to the planned meetings, there might be a need for ad hoc NEMO OPSCOM calls to
handle escalations from the Incident Committee. These ad hoc calls are to be organized as soon as
possible after the escalation, preferably the same day and no later than the next Business Day.
The NEMO OPSCOM Chairperson and NEMO OPSCOM Secretary shall prepare and circulate an
agenda for each NEMO OPSCOM meeting. The agenda shall contain at least incidents and changes.
Furthermore, it may include items such as the organization of testing and training activities.
Each Party commits to be present or represented at a NEMO OPSCOM meeting. In case a Party due
to justifiable exceptional circumstances, cannot be present or represented, does not attend a NEMO
OPSCOM meeting, it is expected to arrange representation or to accept the NEMO OPSCOM
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decisions. In case such non-attending Party objects to a decision, it should indicate this within two (2)
Business Days after distribution of the minutes. In such case, on receipt of such objection, the
relevant decision will be set aside and the matter will be put back on the agenda for the next
scheduled NEMO OPSCOM meeting (or such ad-hoc meeting as the Secretary may arrange for this
purpose).
The representatives of the Parties in the NEMO OPSCOM elect a NEMO OPSCOM Chairperson and a
NEMO OPSCOM Secretary from among its members or from a designated external party during their
first meeting. Both appointments will in principle occur on a six-monthly basis.
The costs of the NEMO OPSCOM Secretary are Common Costs, and shall be shared as set forth in
Annex VII (Cost sharing, monitoring and settlement) of the Agreement.
Decisions shall be unanimously approved by the Voting Members present or represented and
entitled to vote. In case of disagreement, the issue is escalated to the NEMO DA SC.
The decisions of the NEMO OPSCOM are recorded in minutes, which are circulated to the members
of the NEMO OPSCOM as soon as possible and in any event within five (5) Business Days after the
NEMO OPSCOM meeting. Final approval of the minutes, by consensus, is sought at the next NEMO
OPSCOM meeting. In case of disagreement on the minutes, the issue is escalated to the NEMO DA
SC. Final minutes shall be stored in the common (online) storage place referred to in Article 18.2.2 .
The NEMO OPSCOM reports regularly on its activities to the NEMO DA SC.
The NEMO OPSCOM is entitled to establish working groups to consider particular issues within its
competencies.
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