Guiding Questions

Purpose: The Organisational Form and Governance Authority building block defines the structural foundation and decision-making mechanisms crucial for the effective governance and operation of the data space. Drawing inspiration from established governance models such as the iSHARE Trust Framework and guided by the DSSC Blueprint, it establishes a governance authority that is responsive, transparent, and representative of its participants.

Determining the Organisational Form

Purpose: Clearly define the purpose, structure, and legal characteristics of the data space.

1. Permanence & Stability

   1. Should the initiative be established as a permanent entity or as a temporary (multi-year) collaboration?

   2. What is the anticipated lifetime and scale of the initiative

   3. How should the organisational form balance flexibility and stability?

2. Legal Personality

   1. Should the initiative have a distinct legal personality?

   2. What are the advantages or constraints of becoming an incorporated entity (e.g., association, foundation, limited liability company)?

3. Profit vs Non-Profit Orientation

   1. Is the initiative designed to generate profit, or is it primarily aimed at non-profit sustainability outcomes?

   2. How will generated revenue (if any) be managed and reinvested?

4. Country and Jurisdiction

   1. In which EU country should the initiative be legally established?

   2. What regulatory, tax, or operational benefits does this jurisdiction provide?

5. Level of Participant Involvement

   1. How much direct involvement do the initial consortium members want in the daily governance and operational management?

   2. What degree of autonomy should the governance authority have from its founding members?

   3. How can participant involvement in governance be maximized without slowing decision-making?

Options for Organisational Form

Explore and decide between the two primary approaches:

1. Unincorporated Data Space

   1. Contractual Agreements (Joint Ventures, Consortia)

      1. What contractual agreements (consortium, joint venture, strategic alliances) are needed to structure initiative initially?

      2. How will contractual obligations be clearly defined among members?

   2. Liability & Responsibility

      1. How will liabilities and ownership of jointly-created intellectual property or outcomes be allocated among members.

      2. Which members bear specific responsibilities, especially around data security, compliance, and maintenance?

   3. Representation

      1. Who represents the initiative in contractual dealings with external parties?

      2. How will decisions around external interactions be managed without a formal legal entity.

   4. Admission of New Members

      1. What procedures are in place for admitting new members?

      2. What implications will new membership have on existing agreements?

2. Legal Entity Type (e.g., Association, Foundation, LLC, EDIC)

   1. What specific legal form is most appropriate for the data space (association, foundation, limited liability company, or European Digital Infrastructure Consortium)?

   2. How do the selected legal forms align with the broader business model and sustainability objectives of the initiative?

Governance Structures

1. Which governing bodies will the data space establish (e.g., general assembly, supervisory board, management board)?

2. What specific functions and authorities will each governance body hold?

Property, Ownership, and Liability

1. How will intellectual property and other resources be owned and managed?

2. How will liability and legal responsibility be structured within the chosen legal form?

3. How should roles and responsibilities be allocated for clear accountability?

Representation & External Contracting

1. How will the incorporated entity engage with external partners and service providers?

2. Who holds the authority to sign contracts or represent the data space?

Admission & Onboarding of New Members

1. How are new members admitted into the incorporated data space?

2. Are there specific conditions, financial obligations, or rights associated with membership?

Establishing the Governance Authority

Define the roles, structure, and operation of the governance authority clearly:

Governance Bodies

1. What governance bodies are necessary (e.g., Council of Participants, Supervisory Board, Change Advisory Board)?

2. How will these bodies be structured, and what are their specific roles?

3. Which processes ensure continuous improvement of governance structures?

Decision-making Processes

1. How will decisions be taken within governance bodies (consensus, majority voting, etc.)?

2. How will transparency and accountability in decision-making be ensured?

3. How can rules and procedures remain transparent and accessible to participants?

4. How can governance updates be effectively communicated and enforced?

Operational Management

1. Who is responsible for the day-to-day management and operational activities?

2. What reporting or accountability mechanisms are required for operational oversight?

Dispute Resolution & Compliance

1. How will conflicts between participants be addressed and resolved?

2. Who ensures compliance with internal and external regulations (GDPR, CSRD, EPBD, etc.)?

Continuous Improvement and Adaptation

1. How will the governance authority adapt to changing requirements or scaling of the data space

2. What procedures are in place for updating governance structures or policies?

Creation of the Governance Framework

Define internal rules, policies, and guidelines that govern participant interactions within the data space.

Founding Agreements

1. What fundamental agreements underpin the governance structure?

2. How detailed are founding agreements regarding roles, responsibilities, liabilities, and rights?

Terms and Conditions for Participants

1. What specific terms must participants agree to for engaging with the data space?

2. How do these terms reflect compliance with EU regulations?

Internal Policies and Procedures

1. What internal operational policies and procedures are necessary?

2. How will these policies be created, reviewed, and approved?

Technical Specifications & Requirements

1. Which technical standards and specifications (APIs, semantic models, connectors, security protocols) are adopted and enforced?

2. How will technical standards evolve over time?

Documentation and Accessibility

1. How will all internal rules and guidelines be documented?

2. In what formats (human-readable, machine-readable) will these documents be accessible?

Additional Strategic Questions for Co-Creation

These questions facilitate active stakeholder engagement in the governance design process.

1. Do stakeholders prefer an incorporated or unincorporated organisational form, and why?

2. What legal or operational constraints exist that might influence the choice of organisational form?

3. How will the governance structure ensure representation and accountability of all participant groups?

4. What processes will be used for onboarding new members or adjusting roles and responsibilities?

5. What governance mechanisms will ensure ongoing compliance with evolving regulatory requirements?

6. How will decisions within the governance authority be made, monitored, and reviewed over time?