Operating Agents & Finances

Within this guide, there are the following sections:

Legal status of TCPs
This section defines what a TCP is, both practically and legally. It also explains the constraints and possibilities for a TCP to carry out legal actions.

Task-shared vs cost-shared
This section explains the two primary funding models used by TCPs.

Operating Agents
This section defines what a TCP Operating Agent is and describes the process for selecting and appointing an Operating Agent. This section also provides templates for appointment letters for an Operating Agent.

Common Funds
This section details the specific requirements that apply to TCP Common Funds and also describes the various options available to each TCP for organising its finances.

What is a Technology Collaboration Programme?

As explained on the Brand guide, the term “Technology Collaboration Programme” can be used both collectively to refer to all the activities across all 38 collaborations, or it can be used to refer to an individual collaboration. In either case, the term refers to a set of joint activities carried out cooperatively among the Participants that have joined a particular Implementing Agreement. Note that it does not refer to any legal entity.

The Implementing Agreements are legally binding agreements among the participants to jointly carry out a set of cooperative activities. TCP refers to the set of activities—including but not limited to, the Executive Committee, the individual Tasks, all branded publications, websites, and reports, and the Implementing Agreement itself. By contrast, the term “Implementing Agreement” refers only to the written document itself. (Note that prior to 2015, the term “Implementing Agreement” was used to refer to both the written document as well as the set of joint activities.)

Can the TCP perform legal acts?

No, not directly. The TCP does not have a formal legal existence independent of the Participants; therefore, it does not have the capacity to perform legal acts. This means that the TCP itself cannot enter into contracts, take on legal obligations, or own property (including money and rights to intellectual property). However, the Executive Committee may authorise the Chair to enter into non-binding arrangements on behalf of the membership that do not require a legal existence—e.g. memoranda of understanding, joint declarations, etc.

What are the options for performing legal acts?

There are two options for performing legal acts that are necessary for the functioning of the TCP—either at the Task-level or at the Executive Committee-level.

Option 1. One of the Participants may undertake legal acts on behalf of the membership. Every Participant must be a legal entity in order to sign onto the Implementing Agreement. It is therefore open to each Participant to agree to carry out specific legal acts on behalf of the membership as part of its in-kind contribution. As an example, a Contracting Party could agree to prepare a report or publication for the TCP as an in-kind contribution. That Contracting Party would then hold rights in the intellectual property embodied in the report and would agree to make those rights available to other Participants as needed.

Option 2. The Participants may designate a third-party Operating Agent to perform legal acts on their behalf. Any Operating Agent that is designated in this way agrees to be bound by the relevant terms of the Implementing Agreement. Thus, although the Operating Agent is not a Contracting Party or Sponsor, the Operating Agent is nevertheless legally bound by certain provisions of the Implementing Agreement.

What is the difference between a Secretary, Task Manager, and Operating Agent?

Although the terminology varies between TCPs, most TCPs have some combination of the following roles. Note that for older Implementing Agreements, there are some important differences in how these terms are used. In particular, the terminology surrounding Operating Agents has changed significantly. Following the modernisation of the TCP Implementing Agreements, we are now recommending that the term "Operating Agent" be used only for the individual or organisation that holds and manages the TCP Common Fund. It is possible to be both an Operating Agent and the Secretary or both an Operating Agent and a Task Manager.

• Secretary. The Secretary is generally responsible for providing logistical support for ExCo meetings, including organising and scheduling, sending invitations, and drafting minutes. The Secretary may also be in charge of communications, including managing the TCP website and preparing any reports to stakeholders. In most TCPs, the Secretary is also responsible for managing the Common Fund, in which case they are also an Operating Agent. This position may also be known as a Secretariat or Programme Manager.
• Task Manager. The Task Manager is generally responsible for developing and carrying out a specific Task or Annex. The specifics of this role vary across TCPs, but they are generally the technical or substantive lead on the Task and work to coordinate the different Task Participants. This position was previously known as a "Task Operating Agent" or "Annex Operating Agent," and many TCPs still use this term. However, for clarity, we recommend not using the term Operating Agent unless it is a cost-shared Task and the Task Manager holds a common fund on behalf of participants.
• Account Manager. As the name suggests, an Account Manager is responsible only for managing a common fund. This typically involves holding a bank account for TCP funds, issuing invoices for annual fees, and paying any expenses approved by the ExCo. This position is sometimes known as an Account Custodian. Because an Account Manager manages the TCP Common Fund, all Account Managers are also Operating Agents.
• Operating Agent. The term Operating Agent refers to anyone in one of the above roles that also manages common funds on behalf of the TCP members. Being an Operating Agent comes with certain legal implications, including financial obligations, a duty to manage property on behalf of Participants, and a requirement to obtain insurance.

What are the responsibilities of an Operating Agent?

The specific responsibilities of an Operating Agent are decided by the Executive Committee, and they depend on the nature of the specific role. In some cases, the Operating Agent provides secretarial support to the ExCo, carries out the substantive work programme, and also manages the finances. In other cases, these functions are carried out by multiple individuals or organisations. A typical list of functions and responsibilities of a TCP Secretary is included in the model Appointment Letter below.

Under most Implementing Agreements, a Secretary or a Task Manager is classified as an Operating Agent if they hold and manage the TCP Common Fund. In this case, the financial and liability provisions of the Implementing Agreement apply to the Operating Agent. This usually includes a duty to manage any property held for the benefit of the Contracting Parties and Sponsors, financial reporting and auditing provisions, and a requirement to hold appropriate insurance.

Do we have to use a competitive selection process?

Generally, there is no legal requirement to use a competitive process to select a candidate Secretary, Operating Agent, or for another TCP role. However, we recommend using a competitive process whenever possible. Many TCPs have reported that this process helped them to find high quality candidates.

The ExCo has authority to set processes and procedures for selecting a candidate, and many TCPs have already established such procedures.

The previous TCP Handbook contained a template "Call for tender" that you may use as a basis for a competitive selection process. (But note that is has not been updated since 2014.) You may also look to examples from other TCPs, and the Secretariat is happy to connect you with TCPs that have experience in this.

How do we finalise the appointment?

Generally, we recommend carrying out the appointment through an exchange of letters, and we have developed a template for this exchange.

The first letter should be from the Chair to the candidate, and it should inform the candidate of their appointment and include a detailed explanation of the functions and responsibilities associated with the role. The Secretary will be bound by the applicable terms of the Implementing Agreement, and if there are any additional conditions or terms, they should be detailed in the letter so that there is a clear record of them. At a minimum, this should include a length of term, explanation of the reimbursement rate, and any financial reporting or auditing requirements. You may wish to attach the call for tender document as well.

Once received, the candidate should submit a letter of acceptance to the IEA Office of Legal Counsel by emailing TCP.legal@iea.org indicating that they accept the appointment and agree to the rights and responsibilities set out in the Implementing Agreement. Accepting the appointment has legal implications under the Implementing Agreement, and therefore, it is necessary to state the acceptance in writing.

Is there a term limit for Secretaries and Operating Agents?

No, there is no specific term limit for any of these roles under any of the TCP Implementing Agreements. Nevertheless, we recommend that TCPs adopt a specific term for the TCP Secretary - for example, 3 years or 5 years. At this point, the TCP would conduct a new competitive selection process, and the incumbent Secretary would be free to bid. Many TCPs follow this process, and report that it helps to ensure the TCP is receiving value for money. We would be happy to connect you with other TCPs that follow this process to facilitate sharing of experience.

How does task-sharing work?

Task-sharing refers to a delivery model where every Participant is responsible only for its own contributions. Each Participant contributes staff time and other resources but does not directly provide funds, and there are no funds held in common.

How does cost-sharing work?

Cost-sharing refers to a delivery model where every Participant provides funding into a Common Fund. These funds are typically used to fund an Operating Agent, who carries out the Task on behalf of Participants either with its own staff or through contracts with other third parties.  

Are there hybrid models?

The selection of the task-shared or cost-shared delivery model is not exclusive. In fact, it is common for TCPs to use a hybrid delivery model where Participants provide funding into a Common Fund and also contribute to specific Task activities in-kind.

Does the TCP have to use the same delivery model for all Tasks?

No. Many TCPs use a different approach for different activities. It is possible to use cost-sharing for some Tasks, task-sharing for some Tasks, and a hybrid model for others.

In addition, there may also be a distinction between Tasks and expenses shared at the Executive Committee level.  Several TCPs have an ExCo Common Fund that covers the TCP Secretary but otherwise use task-sharing for all Task activities.

What is a TCP Common Fund?

Most TCPs have an annual fee to cover the basic expenses of the TCPs. These annual fees are collected into a "Common Fund," that is maintained by the Secretary, one of the Contracting Parties, or a dedicated account manager. The Common Fund is generally used to cover the cost of developing and maintaining the TCP website and of engaging a Secretary.

Some TCPs also use common funds to pay for the expenses associated with carrying out specific Tasks. In some cases, each individual Task may have its own Common Fund managed by a Task Manager or Task Operating Agent.

How are Common Funds managed?

Most TCP Implementing Agreements do not contain detailed financial protections or procedures. Instead, the Executive Committee is usually authorised to establish any procedures it deems necessary to manage expenditures from the Common Fund.

In practice, many TCPs assign the Chair or a small group of ExCo representatives (for example, the Chair and Vice-Chairs) the responsibility for overseeing the common fund. Although specific procedures vary, often expenditures over a certain threshold must be first approved by the Chair or financial subcommittee before they can be paid.

All TCPs require that a proposed budget be submitted to the ExCo for approval at least once a year. This is the main opportunity for ExCo representatives to exercise oversight over spending and to ensure that funds are managed appropriately.

Note that the IEA Secretariat is not involved in the handling of TCP funds. It is up to the individual members to establish and exercise appropriate controls.

Are there any requirements for Participation fees?

The ExCo has complete discretion to establish and modify Participant fees both at the ExCo-level and at the Task-level.  There are no specific requirements that apply.

Most TCPs that have a Common Fund have a mandatory fee assessed to all Participants on an annual basis. The most common approach is to charge the same fee for all Participants—typically ranging from € 4,500 to € 20,000. However, many variations exist and there is no requirement that all Participants pay the same amount. The following is a representative sample of different approaches.

·      Different countries pay different fees depending on GDP (many variations for how to calculate)

·      Sponsors pay a different fee from Contracting Parties

·      Certain members pay a different fee than others (i.e. European Commission)

·      Voluntary contributions only

What options are available for organising a TCP Common Fund?

Option 1. The Operating Agent manages the Common Fund.

Option 2. A Contracting Party manages the Common Fund.

Option 3. Participants engage an Account Manager to manage the Common Fund.