Annex I - Operating mechanisms

2.1. The function of the Steering Committee is to decide upon, and oversee the implementation priorities, general objectives, plans and proposals for the activities of ASFA, including the below:

1. support the implementation of the work programme of ASFA agreed upon by the Partners;
2. coordinate the activities of ASFA to give effect to the priorities, plans and proposals agreed by the Partners and working groups, including by monitoring progress made;
3. endorse the setting-up or abolition of working groups aimed at advancing the objectives of ASFA and receive reports on progress made by such working groups;
4. consider proposals for relevant self-funded ongoing or future activities of the Partners to be placed under the umbrella of ASFA;
5. consider proposals for the allocation of funds made available to ASFA by the Partners or other donors for specific activities to be carried out by Partners;
6. handle issues relating to requests to become Partners of ASFA and any issue that may arise regarding the membership of a Partner, including, in close consultation with FAO, and in light of the applicable FAO guidelines and procedures, cessation of the membership of a Partner who has been inactive in ASFA for a period of twelve months;
7. the Steering Committee members, either at the Steering Committee Meeting or by electronic means if waiting for the Steering Committee Meeting would delay activities, should elect and nominate its Chairperson and Vice-Chairperson;
8. consider amendments to and the renewal of the Terms of Reference.

2.2. Each ASFA Partner shall be entitled to nominate one representative to serve as a member of the Steering Committee, who should be a person vested with authority to commit the necessary resources of the Partner concerned to cover their activities for ASFA.

2.3. The Steering Committee meets once a year. Between its meetings, the Steering Committee may meet or take decisions by electronic means subject to the quorum being met, as described in par. 2.5.

2.4. The Steering Committee may invite other Stakeholders, as defined in section VII of the Terms of Reference, to attend its meetings.

2.5. The required quorum for the Steering Committee, whether meeting is held in person or by electronic means, is one third of the total number of Steering Committee Members, including the Chairperson. Efforts should be made to reach decisions by consensus. When voting is necessary, decisions will be adopted by simple majority of the votes cast, each Member of the Steering Committee, including the Chairperson, having one vote.

2.6. In undertaking its activities, the Steering Committee works closely with the FAO personnel providing support to ASFA.

1. is held annually, either virtually or in person;
2. is a forum to discuss and review progress towards ASFA’s goals and plan future activities;
3. recommends activities and improvements for ASFA.

4.1 The Chairperson chairs the meetings of the Steering Committee. The Chairperson serves at all times in an independent capacity, representing the interest of all the Partners, and is accountable to the Steering Committee.

4.2 The Chairperson is elected by the Steering Committee following its establishment for a two-year term, renewable once.

4.3 Candidates for the position of Chairperson may be nominated by Steering Committee Members and submitted to FAO.

4.4 The Chairperson may be elected from among the Members of the Steering Committee

4.5 The candidate who receives a simple majority of votes cast is elected. If a candidate fails to obtain a simple majority of votes cast, a successive vote should be taken until a candidate obtains such a majority.

4.6 A Vice-Chairperson will also be elected by the Steering Committee, the same conditions as those applicable for the Chairperson will apply.

4.7 In case of temporary absence during a Steering Committee Meeting of the Chairperson or Vice-Chairperson, or if the Chair or Vice-Chairperson has to cease performing their functions, the Steering Committee will appoint another Member to act as Chairperson or Vice-Chairperson until the Chairperson or Vice-Chairperson is able to serve again, or until the next Steering Committee Meeting, as appropriate.

FAO, within its institutional mandate and the limits of available Regular Programme and extrabudgetary resources, while acting in compliance with its applicable rules, regulations and policies, plays a facilitative and coordinating role, supporting the implementation of activities under the umbrella of ASFA to advance the mission and objectives of ASFA. In particular, FAO:

1. provides administrative and secretariat support to ASFA, including personnel to support ASFA, as part of their FAO official duties and under the supervision of their regular FAO supervisors;
2. owns the required software and licenses for the OpenASFA platform and website, and provides technical expertise for their maintenance and operations;
3. reviews requests to become Partners of ASFA in light of the applicable FAO guidelines and procedures, and advises the Steering Committee on those requests;
4. may, upon consultation with the Steering Committee, implement particular activities, to be funded through the ASFA Trust Fund and which are related to agreed priorities, such as research, monitoring, dissemination, publishing or reporting;
5. maintains a list of the Partners and other Stakeholders, keeps in regular contact with them, and stays informed of their relevant activities;
6. negotiates and executes legal documents and carries out other legal acts on behalf of ASFA;
7. acts as the owner of the ASFA database, including both past and future inputs for the benefit of the ASFA Partners;
8. establishes and maintains contacts with any other relevant groups or partnerships for the purpose of advancing the mission and objectives of ASFA.
9. publishes the ASFA magazine, which FAO owns the intellectual property rights, including copyrights.

5.2 In addition, FAO provides the means necessary for the functioning of ASFA, including the necessary financial arrangements, as follows:

• Administers any funds made available to the ASFA in accordance with the Financial Regulations and FAO rules and procedures;
• Administers a multi-donor trust fund (“Trust Fund”) to receive voluntary contributions from Members, other international organizations, Governments, or other sources, as approved by FAO according to its internal rules, to support the activities of ASFA.

5.3 The Trust Fund is used exclusively for the functioning and operations of ASFA and the implementation of its activities. The Trust Fund is administered and accounted for in accordance with the Financial Regulations of FAO, and subject to the day-to-day supervision of the Budget Holder, who shall be the Fisheries Information and Knowledge Management Team Leader. The Trust Fund is subject exclusively to the internal and external auditing procedures laid down in FAO’s rules and policies. The Director-General of FAO retains ultimate responsibility and decision-making authority for the administration of the Trust Fund in accordance with FAO’s Basic Texts.  

5.4 Any costs incurred by FAO in connection with the functioning of the ASFA (including all costs related to the use and maintenance of the facilities described in par. 5.1) are chargeable to the Trust Fund as appropriate, it being understood that FAO will incur no financial liabilities in excess of the amounts actually available in the Trust Fund. Any interest accrued on donor contributions into the Trust Fund are calculated in accordance with FAO’s rules and are addressed as agreed with the donor and in accordance with FAO rules and processes.  

5.5 In the case that funds from the Trust Fund are insufficient to bear all costs arising in connection with the operation of ASFA, ASFA partners agree that ASFA shall cease after all ongoing commitments and costs have been settled. 

6.1 Adherence to UN values: as a specialized agency of the UN and part of the UN system, FAO adheres to the values of such system. Accordingly, ASFA partners must ensure alignment with those values and compliance with FAO processes and mechanisms aimed to that end.

6.2 Privileges and Immunities: Nothing in these ToRs or in any document relating thereto or annexed hereto, shall be construed as constituting a waiver of privileges or immunities of FAO, nor as conferring any privileges or immunities of FAO upon any other ASFA Partner or to its personnel.

6.3 Confidentiality: Neither the Partners nor their personnel shall communicate to any person or entity that is not an ASFA Partner any confidential information made known to it by another Partner in the course of the implementation of these TOR, nor shall they use this information to private or company advantage. 

6.4 Use of logos and names: The Partners agree not to use in any press release, memo, report or other published disclosure related to these ToRs another Partner's name or logo without prior written consent of the Partner or Partners concerned.

6.5 FAO, on behalf of the ASFA Steering Committee, shall retain all rights, titles, copyright, and other intellectual or proprietary rights in the ASFA Products. ProQuest and its distributors or 9 sublicensees do not acquire any intellectual property or other rights in the ASFA Products or any derivative works thereof except as specifically provided herein.

6.6 Reporting: Internal FAO reporting shall take place in accordance with FAO’s Regulations, Rules, policies and procedures.

6.7 Liability:  Each party shall assume responsibility for its own acts or omissions concerning and relating to ASFA and if there is a third-party claim against ASFA, the parties shall consult each other with a view to determining appropriate measures to be taken.

Any other costs incurred by FAO in connection with claims relating to services supplied by third parties under contract with FAO for the purposes of ASFA, including claims by personnel specifically hired by FAO for the purposes of ASFA, shall be charged to the Trust Fund.

6.8 Relationship: The ASFA Partners acknowledge and agree that they are entities separate and distinct from FAO. The employees, personnel, representatives, agents, contractors or affiliates of ASFA Partners shall not be considered in any respect or for any purposes whatsoever as being employees, personnel, representatives, agents, contractors or affiliates of FAO, nor shall any employees, personnel, representatives, agents, contractors or affiliates of FAO be considered, in any respect or for any purposes whatsoever, as being employees, personnel, representatives, agents, contractors or affiliates of ASFA Partners.

No ASFA Partner shall be entitled to act or make legally binding declarations on behalf of FAO. Nothing in the Terms of Reference for the ASFA Partnership shall be deemed to constitute a joint venture, agency, interest grouping or any other kind of formal grouping or entity between FAO and the ASFA Partners.