SSES governance framework document (HTML)

Question 1

Part A: General

Accepted Answer

1. General

1.1. Background

1.1.1. The background to this SSES Governance Framework is as follows:
1. (a) Part 9 of the Energy Act 2023 establishes a framework for the regulation of load control, including giving powers to the Secretary of State to modify the BSC;
2. (b) pursuant to those powers, on 28 November 2025 the Secretary of State directed that the BSC be modified to make provision for the governance of the SSES Arrangements (the “SoS Direction”);
3. (c) the provisions of the BSC relating to the governance of the SSES Arrangements are set out in Section C18;
4. (d) this document is the SSES Governance Framework referred to in the BSC as modified by the SoS Direction.
1.1.2. In accordance with the BSC, and pursuant to the SoS Direction, the Panel is required to establish the SSES Governance Groups, provision for the governance of which is set out in this SSES Governance Framework.

1.2. SSES Governance Framework

1.2.1. This SSES Governance Framework contains the following:
1. (a) Part A sets out general provisions;
2. (b) Part B sets out the governance of the SSES Governance Groups;
3. (c) the annex to Part B sets out the voting mechanism for electing Elected Group Members of the SSES Governance Groups and the Group Chairs;
4. (d) Part C sets out the functions, duties and powers of the Panel;
5. (e) Part D sets out the functions, duties and powers of BSCCo;
6. (f) Part E sets out the change management process for this SSES Governance Framework and other SSES Managed Documents;
7. (g) Part F sets out the definitions and rules of interpretation that apply to this SSES Governance Framework.
1.2.2. This SSES Governance Framework is intended to have contractual effect pursuant to paragraph 1.3.7.
1.2.3. This SSES Governance Framework, and each provision of an SSES Artefact that has contractual effect (as referred to in paragraph 1.3.7), creates bilateral rights and obligations between BSCCo and each SSES Participant. Without prejudice to any other arrangements between SSES Participants, nothing in the SSES Governance Framework, or a provision of an SSES Artefact that has contractual effect, operates:
1. (a) to establish any right, obligation or liability as between SSES Participants;
2. (b) to modify, or vary any rights and obligations under the BSC of SSES Participants that are BSC Parties.

1.3. Establishment of the SSES Arrangements

1.3.1. The SSES Arrangements shall be established by being documented in SSES Artefacts.
1.3.2. An SSES Artefact shall be established when the Secretary of State:
1. (a) gives their approval to an SSES Artefact proposed by a SSES Governance Group in accordance with paragraph 1.3.6; or
2. (b) directs a SSES Governance Group to adopt a SSES Artefact,
3. and the SSES Governance Group which has proposed the SSES Artefact or to which such direction is addressed as the case may be shall adopt the SSES Artefact in accordance with the Secretary of State’s approval or direction.
1.3.3. Pursuant to Section C18 of the BSC, the SSES Artefacts established as part of the SSES Arrangements may be Code Subsidiary Documents or SSES Managed Documents.
1.3.4. Where an SSES Governance Group wishes to propose a new SSES Artefact it shall:
1. (a) provide the Secretary of State with a policy proposal which shall set out the SSES Governance Group’s rationale for proposing a new SSES Artefact;
2. (b) where requested by the Secretary of State, develop the draft SSES Artefact in accordance with any requirements specified by the Secretary of State (and for the purposes of developing the SSES Artefact, the SSES Governance Group shall follow, as nearly as practicable, the procedures set out in Part E for assessing Change Proposals provided that any consultation shall be subject to any applicable information sharing level or as directed by the Secretary of State);
3. (c) provide the draft SSES Artefact to the Secretary of State together with its recommendation that a new SSES Artefact be created including a recommendation as to whether the SSES Artefact be created as:
  1. (i) a Code Subsidiary Document or a SSES Managed Document;
  2. (ii) if a SSES Managed Document, a Category 1 Document or a Category 2 Document;
4. (d) the SSES Governance Group’s recommendation under (c) shall include the group’s rationale for its recommendation (including its recommended categorisation), a proposed effective date for the SSES Artefact and, where an Information Classification and Handling Policy has been established, a proposed Classified Information Category.
1.3.5. The Secretary of State may seek further information or advice in relation to the proposed SSES Artefact from the SSES Governance Group and may require that the draft SSES Artefact, and the recommended categorisation, be amended. Unless the Secretary of State has approved the draft SSES Artefact in its initial communication under this paragraph (which approval may be conditional on the SSES Governance Group making the changes required by the Secretary of State), an SSES Governance Group shall re-submit the draft SSES Artefact to the Secretary of State for approval in accordance with the procedure described in paragraph 1.3.4(b) having provided the further information or advice, and/or made the amendments, required by the Secretary of State.
1.3.6. Where the Secretary of State has provided their approval under paragraph 1.3.2(a) or 1.3.5, the SSES Artefact shall be:
1. (a) established with effect from the effective date, and with the categorisation and the information sharing level, approved by the Secretary of State;
2. (b) in respect of a Code Subsidiary Document, adopted as such by the Panel for the purposes of the BSC.
1.3.7. Each SSES Artefact adopted by a Relevant SSES Governance Group following an approval or direction by the Secretary of State under paragraph 1.3.2 shall thereafter be operated and maintained by that Relevant SSES Governance Group in accordance with this SSES Governance Framework.
1.3.8. Where an SSES Artefact, or any provision of a SSES Artefact, is intended to have contractual effect and be enforceable as a contract, the Relevant SSES Governance Group shall ensure that the SSES Artefact expressly provides for that in the document.
1.3.9. With respect to the SSES Managed Documents, this SSES Governance Framework establishes a change management process in Part E. With respect to any Code Subsidiary Documents that form part of the SSES Arrangements, the change management process is set out in BSCP40.
1.3.10. BSCCo shall maintain and publish on the BSC Website a register of SSES Artefacts which shall, for each in-force version of a SSES Artefact, amongst other things specify:
1. (a) whether it was originally established:
  1. (i) through a direction of the Secretary of State and adopted by a SSES Governance Group pursuant to paragraph 1.3.2(b); or
  2. (ii) by an SSES Governance Group with Secretary of State approval under paragraph 1.3.2(a) or paragraph 1.3.5;
2. (b) whether it is a Code Subsidiary Document or an SSES Managed Document;
3. (c) which SSES Governance Group is the Relevant SSES Governance Group pursuant to Part E paragraph 1.1.4;
4. (d) if it is an SSES Managed Document, whether it is a Category 1 Document or a Category 2 Document;
5. (e) where applicable, its Classified Information Category; and
6. (f) the means by which it may be accessed,
7. (the “SSES Artefact Catalogue”).
1.3.11. Subject to any applicable Information Classification and Handling Policy, BSCCo shall ensure that each SSES Artefact that is in effect is made available through the means specified in the SSES Artefact Catalogue.

1.4. SSES Objectives

1.4.1. The SSES Governance Groups, the Panel and BSCCo (when exercising their functions under the SSES Arrangements) shall carry out their functions under this SSES Governance Framework and the SSES Arrangements in a manner designed to facilitate the achievement of the following objectives:
1. (a) to promote consumer-led flexibility in the electricity sector, without compromising grid stability, through the use of energy smart appliances and load control;
2. (b) to promote and protect the interests of consumers in respect of the use of energy smart appliances and load control services;
3. (c) to ensure coherence between the SSES Arrangements and the wider consumer-led flexibility regulatory framework;
4. (d) that as wide as practicable a range of persons become SSES Participants within each class of SSES Participant;
5. (e) that the SSES Arrangements:
  1. (i) do not unduly discriminate between SSES Participants or SSES Participants of a particular class;
  2. (ii) promote competition, so far as practicable, between SSES Participants or between SSES Participants of a particular class;
  3. (iii) do not unduly inhibit innovation on the part of any persons engaged in the supply of energy smart appliances, load control or related goods or services that could conduce to the achievement of any other of these objectives;
  4. (iv) so far as practicable, reflect diversity amongst different categories of ESA Provider;
6. (f) to facilitate efficiency and economy in the administration and management of the SSES Arrangements;
7. (g) that, subject as provided in paragraph 1.4.3, there is transparency and openness in the conduct of the SSES-related business of the Panel, the Governance Groups and BSCCo.
1.4.2. In paragraph 1.4.1(c) the reference to the wider consumer-led flexibility regulatory framework is to energy smart regulations and any other legislative initiatives undertaken in respect of Energy Smart Appliances and Load Control by the Secretary of State, and licence conditions and other regulatory measures imposed by the Authority.
1.4.3. Paragraph 1.4.1(g) is subject to the express provisions of the SSES Arrangements and where applicable the Code (including provisions as to confidentiality, data protection and controls on information in paragraph 1.10 and to any other duties of confidence owed to persons that are not SSES Participants or other Parties).

1.5. Secretary of State Powers

1.5.1. The Secretary of State may, at any time, direct the Authority to exercise any or all of the Secretary of State’s powers under this SSES Governance Framework. Such direction may apply generally, to specific classes of power, or on a case-by-case basis, and may be enduring or time-limited. No direction made under this paragraph 1.5.1 shall apply to the Secretary of State’s power to approve changes to this SSES Governance Framework pursuant to Part E unless explicitly referenced in that direction.
1.5.2. Where the Secretary of State has issued a direction pursuant to paragraph 1.5.1, and with respect to any powers that are subject to that direction:
1. (a) any relevant reference in this SSES Governance Framework to the Secretary of State shall be deemed to be a reference to the Authority; and
2. (b) any related provisions (including any obligation to notify the Secretary of State in respect of any matter to which such power relates) shall be deemed to refer to the Authority in place of the Secretary of State.
1.5.3. Where this SSES Governance Framework provides for the Secretary of State to give a direction, that direction may be given by publishing it or sending it to a Relevant SSES Governance Group or to BSCCo (on behalf of an SSES Governance Group).

1.6. Appeals and Referrals

1.6.1. Where this SSES Governance Framework or any SSES Artefact expressly provides that a matter or question may be referred to, or appealed to, the Secretary of State, the Authority, the Panel or an SSES Governance Group (the “appellate body”) for determination, the provisions of this paragraph 1.6 shall apply (unless and to the extent otherwise expressly stated).
1.6.2. Any such appeal or referral must be submitted in writing to the appellate body within 10 Working Days of the relevant matter or question being decided or otherwise arising (unless a different timescale is expressly specified in the relevant SSES Artefact).
1.6.3. Where the appellate body is the Secretary of State or the Authority, it may decline to determine the matter or question, then (unless otherwise provided in the relevant SSES Artefact), the decision of the Panel, SSES Governance Group or BSCCo (as the case may be) shall take effect, but without prejudice to the rights of any SSES Participant to bring any other claim in respect of the decision of the Panel, SSES Governance Group or BSCCo (as the case may be) to the extent permitted in law (and then the provisions of Section H7 of the Code shall apply to any such claim).
1.6.4. If the Secretary of State or Authority body agrees to determine the matter (and for any matter that is appealed or referred to the Panel or an SSES Governance Group):
1. (a) the appellate body may determine the appeal or referral in such manner and using such procedures as it considers fit;
2. (b) in determining the appeal or referral, the appellate body may:
  1. (i) uphold the decision or determination of the person or body that took the decision or determination being appealed or that is subject to a referral (the original decision-maker);
  2. (ii) annul the decision or determination of the original decision-maker;
  3. (iii) refer the matter back to the original decision-maker; and/or
  4. (iv) decide the matter differently from the original decision-maker;
3. (c) the decision of the appellate body shall be final and binding on SSES Participants (except to the extent that the SSES Artefact explicitly permits a further appeal or referral).
1.6.5. The Panel, the SSES Governance Groups, BSCCo and SSES Participants shall co-operate with the appellate body and provide or procure the provision of such information and documentation as it may require for the purposes of determining the matter.
1.6.6. Pending:
1. (a) any decision of the Secretary of State or the Authority to accept or decline an appeal or reference to it; or
2. (b) any determination of the matter by an appellate body,
3. the decision forming the subject of such appeal or reference shall be implemented unless the appellate body instructs otherwise.
1.6.7. BSCCo shall notify each SSES Participant as soon as reasonably practicable of:
1. (a) the referral of any matter to an appellate body; and
2. (b) any determination of the appellate body in relation to the matter or matters referred to it.

1.7. SSES Participants

1.7.1. Except to the extent specified otherwise in this SSES Governance Framework, a person must be an SSES Participant in order to participate in the election of Group Members, SSES Change Processes or any other governance process set out in the SSES Governance Framework.
1.7.2. The following categories of person are eligible to be SSES Participants:
1. (a) Prospective Load Control Licensees;
2. (b) ESA Providers;
3. (c) Distribution Companies;
4. (d) any other participant or category of participant approved by the Secretary of State.
1.7.3. NESO shall be a SSES Participant while they remain ISOP.
1.7.4. This paragraph 1.7 sets out the process by which a person within paragraph 1.7.2 may become an SSES Participant.
1.7.5. A person referred to in paragraph 1.7.2 may apply to become an SSES Participant by submitting to BSCCo a duly completed Registration Form (together with any supporting documents required by that form) which shall require that person to provide the following information:
1. (a) organisation name;
2. (b) Participant Category;
3. (c) lead contact details;
4. (d) details of any Affiliates in the same Participant Category.
1.7.6. As soon as reasonably practicable following receipt of a Registration Form from an applicant, BSCCo shall determine whether:
1. (a) subject to (b), the applicant is from a person that is eligible to be an SSES Participant; and
2. (b) the Registration Form is complete.
1.7.7. Where BSCCo has determined that the applicant is not eligible to be a SSES Participant:
1. (a) it shall notify the applicant;
2. (b) where the applicant disagrees with the decision of BSCCo, it may refer the matter to the Panel for determination.
1.7.8. Where the Registration Form is incomplete, BSCCo shall notify the applicant, and the applicant may resubmit the form.
1.7.9. Where the Registration Form is complete and the applicant is eligible to be a SSES Participant:
1. (a) in respect of applicants that are BSC Parties, BSCCo shall promptly notify the applicant and that person shall be an SSES Participant from the date of that notification.
2. (b) in respect of other applicants, BSCCo shall offer to enter into a Bilateral Agreement with that applicant and that person shall be an SSES Participant from the date they have executed a Bilateral Agreement.
1.7.10. A person shall cease to be an SSES Participant:
1. (a) in respect of an SSES Participant that is a BSC Party, upon that person ceasing to be a BSC Party;
2. (b) in respect of any other SSES Participant, upon the termination of the Bilateral Agreement in accordance with the terms of that Bilateral Agreement (except where the Bilateral Agreement is terminated by virtue of the SSES Participant becoming a BSC Party).

1.8. Precedence

1.8.1. Except where expressly stated to the contrary, in the event of any conflict between the provisions of this SSES Governance Framework and/or the SSES Arrangements, the following order of precedence shall apply:
1. (a) any SSES Artefact established by SoS under or by virtue of Part 9 of EA23 or any other enactment;
2. (b) Section C18 of the BSC;
3. (c) this SSES Governance Framework;
4. (d) any SSES Artefact that is:
  1. (i) a Code Subsidiary Document which has been approved, or consented to, by the Secretary of State; or
  2. (ii) a Category 1 SSES Managed Document;
5. (e) any other Code Subsidiary Document or Category 2 SSES Managed Document.
1.8.2. In the event of any conflict between the provisions of this SSES Governance Framework and a provision of the BSC, other than Section C18, the provisions of the SSES Governance Framework shall take precedence.
1.8.3. BSCCo shall inform the Secretary of State as soon as reasonably practicable where it becomes aware of any conflict or material inconsistency as described in this paragraph 1.8.

1.9. Transitional Provisions

1.9.1. The SSES Arrangements will be implemented over a transitional phase, commencing on the effective date of this SSES Governance Framework and ending in accordance with paragraph 1.9.2. During this transitional phase, certain arrangements, roles, functions, powers and obligations contemplated by this SSES Governance Framework may be introduced, developed or applied on a phased basis as further set out in this paragraph 1.9.
1.9.2. The provisions of this paragraph 1.9 shall apply notwithstanding, and shall override, any other provision of this SSES Governance Framework until the earlier of:
1. (a) the Secretary of State notifying BSCCo that a provision of this paragraph 1.9 shall cease to have effect in full or in part (which notice may be provided at any time);
2. (b) any matter referred to in this paragraph 1.9 ceasing to have effect where, and to the extent that, the circumstance referred to in that paragraph has ceased through the establishment of an SSES Governance Group, the appointment of Group Chair(s), the completion of the initial elections or the coming into effect of an SSES Artefact or a Legal Requirement referred to in paragraph 1.9.8; and
3. (c) 31 December 2029.
1.9.3. BSCCo shall:
1. (a) where it has received notice pursuant to paragraph 1.9.2(a), promptly publish the notice on the BSC Website and provide a copy to the Panel and each SSES Participant;
2. (b) where a transitional provision ceases to have effect by the operation of paragraph * 1.9.2(b), publish a notice on the BSC Website and provide a copy to the Panel and each SSES Participant.
1.9.4. Each SSES Participant acknowledges and agrees the matters set out in this paragraph 1.9.
1.9.5. At the date this SSES Governance Framework comes into effect, the SSES Governance Groups have not been established and:
1. (a) subject to paragraph 1.9.7, the roles, functions and powers of the SSES Governance Groups described in Part B (and any related roles, functions and powers of the Panel and BSCCo) shall not take effect until the Secretary of State has:
  1. (i) determined the date with effect from which each SSES Governance Group is ready to be established and that it is appropriate for it to begin to perform its duties and functions, having regard to the need for a smooth handover of the workgroup roles, functions and work products referred to in paragraph (b); and
  2. (ii) given notice of that determination (and the date determined) to BSCCo (who will publish such notice) whereupon the SSES Governance Group shall be established on, and begin to perform its duties and functions from, the date specified in the notice;
2. (b) some of the duties and functions to be performed by the SSES Governance Groups may correspond to activities carried out, prior to the date referred to in paragraph (a)(ii), by workgroups operating on behalf of the Secretary of State, and work products produced by such workgroups shall, at the direction of the Secretary of State, be transferred to and adopted by the relevant SSES Governance Groups on their establishment.
1.9.6. The process relating to the election and appointment of the initial Group Members has commenced prior to the effective date of this SSES Governance Framework and accordingly, whilst BSCCo shall comply with the Annex to Part B to the extent practicable, the processes operated by BSCCo for registering eligible organisations, making nominations and establishing candidate eligibility may (as required or approved by the Secretary of State) on this occasion deviate from this SSES Governance Framework.
1.9.7. At the date this SSES Governance Framework comes into effect:
1. (a) some or all of the SSES Artefacts have not been established; and
2. (b) obligations are expected to be placed on SSES Participants through Legal Requirements that are not yet in effect (including, in respect of Prospective Load Control Licensees, through the Prospective Load Control Licence),
3. and accordingly where any obligation, duty, function or power set out in this SSES Governance Framework is contingent on an SSES Artefact or a Legal Requirement becoming effective, such obligation, duty, function or power shall not come into effect until, and to the extent that, such SSES Artefact of Legal Requirement has become effective.

1.10. Confidentiality: General

1.10.1. For the purposes of the SSES Governance Framework:
1. (a) Classified SGGI means SSES Governance Group Information:
  1. (i) which is SSES Participant Confidential Information;
  2. (ii) in respect of which the SSES Governance Group that is responsible for it is subject to a legal duty of confidence;
  3. (iii) the Disclosure of which is protected or restricted by any enactment;
  4. (iv) which the SSES Governance Group that is responsible for it otherwise considers should be subject to restrictions on its Disclosure for any reason of public policy;
2. (b) Disclose means disclose, authorise access to, reveal, report, publish or transfer Classified SGGI. ‘Disclosed’ and ‘Disclosure’ shall be construed accordingly;
3. (c) Recipient means, in the context of a Disclosure of Classified SGGI, any of the SSES Governance Group, the Panel, BSCCo and SSES Participants;
4. (d) SSES Governance Group Information means:
  1. (i) any SSES Artefact; and/or
  2. (ii) any information, data, knowledge, figures, methodologies, agendas, papers, minutes, reports, forecasts, images or sounds (together with any database made up of any of these) embodied in any medium (whether tangible or electronic) created by or for a Relevant SSES Governance Group or BSCCo pursuant to the SSES Arrangements (including where generated by AI on behalf of a Relevant Governance Group or BSCCo), created by or for an SSES Governance Group, or which it circulates to its members or otherwise share with any person pursuant to the exercise of its powers or performance of its duties and functions under Part B.
5. (e) SSES Participant Confidential Information means, in relation to an SSES Participant, all data or other information supplied or otherwise made available by that SSES Participant under or pursuant to the SSES Arrangements that:
  1. (i) is clearly marked as confidential provided that, other than in respect of data or information that has been classified as confidential by an SSES Governance Group pursuant to paragraph (f)(ii), where an SSES Participant has not marked data or information as confidential the SSES Governance Group may treat that data or information as not being confidential; or
  2. (ii) is identified by an SSES Governance Group, pursuant to paragraph 1.11, as a category of data or information belonging to an SSES Participant that should be treated as confidential.
1.10.2. References to the SSES Governance Groups, the Panel, BSCCo or SSES Participants as a Recipient include a reference, as the context allows, to any member, employee, agent, adviser, contractor or representative of the SSES Governance Groups, the Panel, BSCCo or SSES Participants.
1.10.3. An SSES Governance Group shall be responsible for SSES Governance Group Information where:
1. (a) it is identified in the SSES Artefact Catalogue as the SSES Governance Group which governs the SSES Artefact that constitutes the SSES Governance Group Information or under which that information arises; or
2. (b) the SSES Governance Group Information was created, circulated to its members, or otherwise shared with any person by that SSES Governance Group pursuant to the exercise of its powers or performance of its duties and functions under Part B.

1.11. Information Classification

1.11.1. The SGG shall, and the TGG may (and shall if so directed by the Secretary of State), in accordance with paragraph 1.3, propose the establishment of SSES Artefacts, as Category 1 Documents, dealing with the categorisation and handling of Classified SGGI (each such SSES Artefact being, for the purposes of this SSES Governance Framework, an Information Classification and Handling Policy).
1.11.2. Information Classification Policies:
1. (a) may divide Classified SGGI into categories;
2. (b) shall set out rules for the identification, marking, storage and Disclosure, by SSES Governance Groups, the Panel, BSCCo, and SSES Participants as Recipients, of:
  1. (i) Classified SGGI generally; and
  2. (ii) particular categories of Classified SGGI, defined in the Information Classification and Handling Policy, to the extent that the SGG or TGG (as the case may be) determines that different rules should apply to information that falls into such categories (each such category being, for the purposes of this SSES Governance Framework, a Classified Information Category).
1.11.3. In preparing Information Classification Policies, the SGG or TGG (as the case may be) shall:
1. (a) have regard to the classifications applicable to related categories of information handled under other Industry Codes and to classifications used by BSCCo;
2. (b) have regard to the default assumptions that:
  1. (i) (where applicable) SSES Governance Group Information for which the TGG is responsible should have a classification that enables such information to be openly available;
  2. (ii) SSES Governance Group Information for which the SGG is responsible should have a classification that limits disclosure of such information to SSES Participants.
1.11.4. Where the Secretary of State has specified that an SSES Artefact belongs to a particular Classified Information Category, the SSES Governance Group responsible for that SSES Artefact may not specify that it belongs to another Classified Information Category without the consent of the Secretary of State.
1.11.5. Recipients of Classified SGGI shall not Disclose it, and shall comply with the Information Classification and Handling Policy of the SSES Governance Group that created or Disclosed it, except to the extent that:
1. (a) the Disclosure of such Classified SGGI is permitted by an SSES Artefact, an Industry Code or, where applicable, a Recipient’s Licence;
2. (b) the Disclosure is made or given in accordance with duties under a Legal Requirement or instructions of the Authority or Secretary of State;
3. (c) such Classified SGGI is already available in the public domain other than as a result of a breach of this SSES Governance Framework by the Recipient;
4. (d) such Classified SGGI is already lawfully in the possession of the Recipient otherwise than as a result (whether directly or indirectly) of this SSES Governance Framework (though this exclusion shall not supersede any other disclosure restrictions to which the Recipient is subject in respect of the Classified SGGI).
1.11.6. In respect of any Classified SGGI, BSCCo shall act in accordance with the security document referred to in Part D paragraph 3.
1.11.7. BSCCo, the SSES Governance Groups and the Panel shall, on request, provide to the Secretary of State and the Authority a copy of any Classified SGGI.

Annex – Bilateral Agreement

Bilateral Agreement pursuant to the SSES Governance Framework

This Bilaterial Agreement is dated: [DATE]

Parties
1. (1) [FULL COMPANY NAME] incorporated and registered in [JURISDICTION] with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (the “Applicant”); and
2. (2) Elexon Limited incorporated and registered in England and Wales with company number 03782949 (“BSCCo”)
Whereas
1. (A) The SSES Governance Framework is the document of that name referred to in Section C18 of the BSC.
2. (B) The Applicant has registered with BSCCo pursuant to paragraph 1.7 of the SSES Governance Framework and now wishes to enter into a Bilateral Agreement, as referred to in that paragraph, with BSCCo.
It is agreed as follows

1. Interpretation

1.1. Unless otherwise stated or the context otherwise requires any capitalised term in this letter shall have the meaning given to it in the SSES Governance Framework, and references to the SSES Governance Framework are to the SSES Governance Framework as modified from time to time.

2. SSES Governance Framework

2.1. With effect from the date of this Bilateral Agreement:
1. (a) the Applicant shall comply with each obligation on an SSES Participant; and
2. (b) the Applicant shall be entitled to exercise each right of an SSES Participant, under the SSES Governance Framework, in each case where such obligation or right has contractual effect (as described in paragraph 2.2 below).
2.2. For the purposes of this Bilateral Agreement an obligation or right has contractual effect:
1. (a) where such obligation or right is set out in an SSES Artefact and that SSES Artefact, or the provision of an SSES Artefact in which it is set out, is enforceable as a contract (as referred to in Part A paragraph 1.3.7 of the SSES Governance Framework);
2. (b) to the extent that such obligation and/or right is applicable to SSES Participants generally or to the Participant Category of which the Applicant is a member.
2.3. Any provision of an SSES Artefact that has contractual effect may be enforced by BSCCo on behalf of SSES Participants in accordance with Part D paragraph 1.1.1(m) of the SSES Governance Framework.

3. The BSC

3.1. The Applicant agrees and acknowledges that neither they, BSCCo nor any BSC Party intends this Bilateral Agreement to be treated as an accession by the Applicant to the Balancing and Settlement Code.
3.2. The Applicant agrees to abide by the terms of the following BSC Sections as if the Applicant were a BSC Party for the purposes of those Sections and as if references to the BSC included SSES Artefacts otherwise given effect by the Code: C5; C18; H1.2.6; H1.2.7; H4.6 to H4.10 (inclusive); H7; H9.

4. Representations

4.1. The Applicant hereby represents (in the case of (b) and (c) as continuing representations) that:
1. (a) the details set out in its Registration Form are, as at the date of this Bilateral Agreement, accurate;
2. (b) the Applicant is entitled to be an SSES Participant as such entitlement is determined in accordance with paragraph 1.7 of the SSES Governance Framework; and
3. (c) the Applicant has obtained a copy of the latest versions of the SSES Governance Framework and the relevant Sections of the BSC.

5. Third Party Rights

5.1 This Bilateral Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Bilateral Agreement.

6. Counterparts

6.1. This Bilateral Agreement may be executed in counterparts.

7. Severability

7.1. If any provision of this Bilateral Agreement is or becomes invalid, unenforceable or illegal or is declared to be invalid, unenforceable or illegal by any court of competent jurisdiction or by any other Competent Authority (as defined in the SSES Governance Framework), such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of this Bilateral Agreement, which shall continue in full force and effect notwithstanding the same.

8. Governing Law and Jurisdiction

8.1 This Bilateral Agreement shall be governed by, and construed in all respects in accordance with, the laws of England and Wales. The parties hereby submit to the jurisdiction of the courts of England and Wales.

This Bilateral Agreement has been entered into on the date stated at the beginning of it.

Question 2

Part B: SSES Governance Groups

Accepted Answer

1. Technical Governance Group

1.1. Technical Governance Group Composition and Membership

1.1.1. The Technical Governance Group shall be comprised of the following Group Members.
1. (a) the Group Chair;
2. (b) the following Voting Group Members:
  1. (i) three (3) members elected by ESA Providers;
  2. (ii) three (3) members elected by Prospective Load Control Licensees (including Prospective Relevant Load Controllers);
  3. (iii) one (1) member elected by Distribution Companies;
  4. (iv) one (1) member appointed by NESO;
  5. (v) up to two (2) Consumer Members.
3. (c) the following Non-Voting Group Members:
  1. (i) one representative from a Recognised Standards Body;
  2. (ii) one representative of the Secretary of State;
  3. (iii) one representative from the Office for Product Safety and Standards (OPSS);
  4. (iv) one representative from the Authority.
1.1.2. The terms relating to:
1. (a) the nomination and appointment of Elected Group Members;
2. (b) the appointment of non-elected Group Members;
3. (c) the terms of office and removal of all Group Members; and
4. (d) the duties and rights to vote and participate of the Group Chair and all categories of Group Member, are set out in paragraphs 6 and 7.

2. Powers, Duties and Functions of the Technical Governance Group

2.1. Duties and Functions

2.1.1. The Technical Governance Group shall be responsible for:
1. (a) maintaining, and where appropriate developing, in SSES Technical Documents, arrangements that support ESA interoperability, and
2. (b) through the production of SSES Technical Documents or otherwise, supporting the co-ordination of industry participants, government and regulators regarding the SSES Technical Framework,
3. the arrangements and co-ordination so maintained and supported being, collectively, the SSES Technical Framework.
2.1.2. The Technical Governance Group shall have the following duties and functions:
1. (a) the Technical Governance Group shall support the development of the Companion Specification prior to its establishment under Part A paragraph 1.3.2;
2. (b) the Technical Governance Group shall adopt and subsequently maintain the Companion Specification;
3. (c) the Technical Governance Group shall develop (in accordance with Part A) and maintain:
  1. (i) such other SSES Technical Documents as the Technical Governance Group considers necessary;
  2. (ii) develop and maintain guidance documents;
4. (d) the Technical Governance Group shall keep the SSES Technical Framework under review including:
  1. (i) periodically reviewing the extent to which the SSES Technical Framework is facilitating the achievement of the SSES Objectives and the matters referred to in paragraph 2.1.1;
  2. (ii) assessing whether there is clarity, consistency and coherence across the SSES Technical Framework; and
  3. (iii) proposing changes to existing SSES Artefacts (in accordance with Part E) or recommending, to the Secretary of State, the establishment of new SSES Technical Documents;
5. (e) in respect of change management and issue resolution, the Technical Governance Group shall:
  1. (i) have the duties and functions set out in the SSES Change Procedures including overseeing the process for proposing, assessing and refining changes to SSES Technical Documents in accordance with the SSES Change Procedures;
  2. (ii) operate the Issues Management Process in respect of Issues that relate to the SSES Technical Framework;
  3. (iii) in accordance with the SSES Change Procedures and in relation to SSES Technical Documents:
    1. (1) recommend to the Secretary of State whether changes to Category 1 Documents should be made; or
    2. (2) determine whether changes to Category 2 Documents should be made.
6. (f) the Technical Governance Group shall provide such support to OPSS, including in respect of any assurance and/or testing undertaken by OPSS in relation to the SSES Technical Framework (which support may include the procurement and management of assurance and/or testing service providers), as OPSS may require; and
7. (g) the Technical Governance Group shall identify and monitor non-technical barriers to interoperability, such as commercial arrangements that could prevent interoperability, and report any such non-technical barriers to the Secretary of State;
8. (h) in respect of the monitoring of standards and international alignment, the Technical Governance Group shall:
  1. (i) monitor developments in domestic and international standards, protocols and specifications relevant to the SSES Technical Framework;
  2. (ii) assess the impact of such developments on SSES Technical Documents; and
  3. (iii) ensure that the SSES Technical Documents remain aligned with domestic and, where applicable, international standards, while supporting GB specific policy objectives specified by the Secretary of State;
9. (i) the Technical Governance Group shall support the Secretary of State and the Authority in the performance of their functions in relation to Energy Smart Appliances and Load Control;
10. (j) in respect of advice and coordination, the Technical Governance Group shall:
  1. (i) provide advice and technical support in relation to the SSES Technical Framework to the Panel, the Secretary of State, the Authority and OPSS;
  2. (ii) where requested, provide information in relation to the SSES Technical Framework to the Secretary of State or the Authority; and
  3. (iii) coordinate with the Security Governance Group and other industry governance bodies to ensure alignment and avoid duplication between any of the SSES Artefacts.
11. (k) the Technical Governance Group shall also:
  1. (i) where any sub-groups are established by the Technical Governance Group pursuant to paragraph 6.2, oversee the operation of those sub-groups;
  2. (ii) report to the Panel on the activities of the Technical Governance Group at such intervals as the Panel may specify and in any event annually;
  3. (iii) if requested by the Secretary of State, report to the Secretary of State on the activities of the Technical Governance Group at such intervals and with such level of detail as the Secretary of State may specify;
  4. (iv) perform any other duties expressly required by the Secretary of State or the Authority from time to time; and
12. (v) support wider SSES implementation and transition activities.

2.2. Powers

2.2.1. The Technical Governance Group may:
1. (a) do anything necessary for, or reasonably incidental or conducive to, the discharge of its functions and duties specified in:
  1. (i) paragraph 2.1 or any other provision of this SSES Governance Framework; or
  2. (ii) any other SSES Artefact;
2. (b) without limitation of (a), make any decision or determination provided for in or necessary to give effect to this SSES Governance Framework or any SSES Artefact including:
  1. (i) establishing Category 2 Documents in accordance with Part A and changing SSES Technical Documents in accordance with the SSES Change Procedures;
  2. (ii) for Category 1 Documents, recommending the establishment of SSES Technical Documents in accordance with Part A and recommending changes to SSES Technical Documents in accordance the SSES Change Procedures;
  3. (iii) establishing sub-groups in accordance with paragraph 6.2.

3. Security Governance Group Composition and Membership

3.1. Composition

3.1.1. The Security Governance Group shall be comprised of the following Group Members:
1. (a) the Group Chair;
2. (b) the following Voting Group Members:
  1. (i) three (3) members elected by Energy Smart Appliance Providers;
  2. (ii) six (6) members elected by Prospective Load Control Licensees (including Prospective Relevant Load Controllers);
  3. (iii) two (2) members elected by Distribution Companies;
  4. (iv) one (1) member appointed by NESO;
3. (c) the following Non-Voting Group Members
  1. (i) one representative of the Secretary of State;
  2. (ii) one representative from OPSS;
  3. (iii) one representative from the Authority.
3.1.2. The terms relating to:
1. (a) the nomination and appointment of Elected Group Members;
2. (b) the appointment of non-Elected Group Members;
3. (c) the terms of office and removal of all Group Members;
4. (d) the duties and rights to vote and participate of the Group Chair and all categories of Group Member, are set out in paragraphs 6 and 7.

4. Security Governance Group Duties, Powers and Functions

4.1. Security Governance Group Duties and Functions

4.1.1. The Security Governance Group shall be responsible for:
1. (a) maintaining, and where appropriate developing, in SSES Security Documents, cyber security, grid stability and data privacy arrangements which enable the safe and proportionate mitigation of cyber security risks in support of ESA interoperability, and
2. (b) through the production of SSES Security Documents or otherwise, supporting the co-ordination of the cyber security assurance regimes for SSES Participants and providing cyber security advice to SSES Participants, the government and regulators, the arrangements, co-ordination and advice so maintained, supported and provided being, collectively, the SSES Security Framework.
4.1.2. The Security Governance Group shall have the following duties and functions:
1. (a) the Security Governance Group shall adopt and subsequently maintain any Category 1 Documents forming part of the SSES Security Framework;
2. (b) the Security Governance Group shall:
  1. (i) develop (in accordance with Part A) and maintain such other SSES Security Documents as the Security Governance Group considers necessary, which may, at the Security Governance Group’s discretion, include documents relating to trust modelling, the consumer-led flexibility security architecture, security requirements and organisational and device-level requirements;
  2. (ii) develop and maintain guidance documents within scope of the Security Governance Group;
3. (c) the Security Governance Group shall keep the SSES Security Framework under review including:
  1. (i) periodically reviewing the extent to which the SSES Security Framework, including this SSES Governance Framework, is facilitating the achievement of the SSES Objectives and the matters described in paragraph 4.1.1;
  2. (ii) assessing whether there is clarity, consistency and coherence across the SSES Security Framework;
  3. (iii) assessing whether the SSES Security Framework remains proportionate, risk-based and aligned with policy set by the Secretary of State and the regulatory frameworks;
  4. (iv) proposing to the Secretary of State the adoption of new cyber security standards, or alignment of existing cyber security standards referenced within, the SSES Security Documents;
  5. (v) monitoring developments in the CLF Sector, including changes to business models, operating procedures and technical standards;
4. (d) in respect of change management and issue resolution, the Security Governance Group:
  1. (i) shall have the duties and functions set out in the SSES Change Procedures including overseeing the process for proposing, assessing and refining changes to SSES Security Documents in accordance with the SSES Change Procedures;
  2. (ii) may, where the Security Governance Group considers it necessary, operate an Issue Management Process in respect of Issues that relate to the SSES Security Framework;
  3. (iii) shall in accordance with the SSES Change Procedures and in relation to SSES Security Documents:
    1. (1) recommend to the Secretary of State whether changes to Category 1 Documents should be made; or
    2. (2) determine whether changes to Category 2 Documents should be made;
5. (e) the Security Governance Group shall:
  1. (i) monitor the development of new and existing standards set domestically by Standards Bodies in relation to ESAs, ESA Providers and Prospective Load Control Licensees, including those relating to cyber security, the internet of things, and grid stability;
  2. (ii) monitor developments in international standards equivalent to those referred to in paragraph (e)(i);
  3. (iii) assess the impact of such developments in the standards referred to in paragraph (e)(i) and (ii) on the SSES Security Framework;
  4. (iv) ensure that the SSES Security Framework remains aligned with domestic and, where applicable, international standards, while supporting GB specific policy objectives specified by the Secretary of State; and
  5. (v) propose to the Secretary of State the adoption of new standards, or the alignment of SSES Artefacts maintained by the Security Governance Group with new or existing standards, where appropriate.
6. (f) in relation to threat and risk management, the Security Governance Group shall:
  1. (i) develop and maintain threat and risk assessments in order to identify, analyse and evaluate any new or changed security risks and threats to ESAs and Prospective Relevant Load Controllers in the context of the CLF Sector;
  2. (ii)  in respect of the threat and risk assessments referred to in (i), develop, maintain and monitor risk treatment plans which shall identify the residual security risks which in the opinion of the Security Governance Group remain unmitigated taking into account the security controls that are in place; and
  3. (iii) ensure such assessments and plans are reviewed at least annually and updated following material changes in the threat landscape;
7. (g) the Security Governance Group shall provide such support to OPSS as OPSS may require including in respect of any assurance undertaken by OPSS in relation to the SSES Security Framework (which support may include the procurement and management of assurance and/or testing service providers);
8. (h) in relation to cyber security obligations with which relevant load controllers are required to comply pursuant to relevant licence conditions, the Security Governance Group shall:
  1. (i) with respect to any information which licence applicants are required to provide in an application to the Authority for a load control licence, support the Authority in assessing the information and associated evidence provided in relation to such applications;
  2. (ii) support the Authority in undertaking audits and assurance activities in relation to relevant load controllers’ compliance with such cyber security obligations;
  3. (iii) with respect to any load control licence conditions relating to a Cyber Assessment Framework:
    1. (1) review self-assessments undertaken by relevant load controllers and/or review the output of any audit of a relevant load controller;
    2. (2) monitor relevant load controllers’ progress against, and implementation of, any remedial action plans;
9. (i) the Security Governance Group shall:
  1. (i) provide advice and support to the Secretary of State, the Authority, OPSS and other relevant bodies on cyber security matters; and
  2. (ii) inform the Authority where the Security Governance Group:
    1. (1) identifies a non-compliance through its review of a relevant load controller’s Cyber Assessment Framework assessment or audit outputs pursuant to paragraph (h) (iii);
    2. (2) identifies a non-compliance with a remedial action plan and is not satisfied that the relevant load controller has, or will promptly, remedy that non-compliance;
    3. (3) becomes aware that a relevant load controller is not complying with their licence obligations (including in relation to the activities described in paragraph (g)(iii));
10. (j) in relation to incident and horizon scanning, the Security Governance Group shall:
  1. (i) undertake horizon scanning of the relevant security landscape to identify potential emerging security threats and issues;
  2. (ii) in relation to material cyber incidents affecting ESA devices and/or Prospective Load Control systems that are sub to the SSES Arrangements:
    1. (1) support coordinated responses to cyber incidents reported to the Security Governance Group by a Prospective Relevant Load Controller or as requested by the Secretary of State or Authority; and
    2. (2) in relation to such cyber incidents, support post‑incident analysis;
11. (k) in relation to reporting, the Security Governance Group shall:
  1. (i) prepare a confidential annual state of the sector report to be provided to the Authority, the Secretary of State and the National Cyber Security Centre, analysing such aspects of the CLF Sector as the Authority may from time to time request the Security Governance Group to analyse, insofar as such matters fall within the scope of the Security Governance Group’s duties and functions ; and
  2. (ii) produce additional reports as requested by the Secretary of State or the Authority.
12. (l) the Security Governance Group shall also:
  1. (i) where any sub-groups are established pursuant to paragraph 6.2, oversee the operation of those sub-groups;
  2. (ii) perform any other duties expressly required by the Secretary of State or the Authority from time to time; and
  3. (iii) support wider SSES implementation and transition activities as required.

4.2. Powers

4.2.1. The Security Governance Group may:
1. (a) do anything necessary for, or reasonably incidental or conducive to, the discharge of its functions and duties specified in:
  1. (i) paragraph 4.1 or any other provision of this SSES Governance Framework; or
  2. (ii) any other SSES Artefact;
2. (b) without limitation of (a), make any decision or determination provided for in or necessary to give effect to this SSES Governance Framework or any SSES Artefact including:
  1. (i) establishing Category 2 Documents in accordance with Part A and changing SSES Security Documents in accordance with the SSES Change Procedures;
  2. (ii) for Category 1 Documents, recommending the establishment of SSES Security Documents in accordance with Part A and recommending changes to SSES Security Documents in accordance the SSES Change Procedures;
  3. (iii) establishing sub-groups in accordance with paragraph 6.2.

5. Confidentiality and Information Management

5.1. Provisions relating specifically to the Security Governance Group

5.1.1. Notwithstanding any general provisions of this SSES Governance Framework relating to the proceedings of the Security Governance Group, the Security Governance Group shall ensure that it exercises its functions, duties and powers in a way that reflects the sensitive nature of the matters for which the Security Governance Group is responsible.
5.1.2. In particular:
1. (a) the Security Governance Group shall assign a Classified Information Category to agenda items, papers, reports and minutes of discussions in accordance with any applicable Information Classification and Handling Policy;
2. (b) individuals invited by the Security Governance Group Chair to attend a meeting of the Security Governance Group shall only attend the Security Governance Group during discussions on agenda items relevant to their organisation and only where they have provided an undertaking in writing in the same form required of Security Governance Group Members pursuant to paragraph 6.10.2;
3. (c) the Security Governance Group may not delegate any of its roles, functions or powers to a sub-group unless it has put in place measures (including terms of reference, requirements on non-Group Members to provide confidentiality undertakings, requirements on non-Group Members to obtain security clearance and vetting requirements and the removal of sub-group members who do not comply with such requirements) that are the same as those required of Security Governance Group Members having regard to the nature of the business to be delegated.

6. Governance: General Membership Provisions

6.1. General Membership

6.1.1. In this Part B:
1. (a) notwithstanding Part F paragraph 2.1.1(a), references to a person shall be construed as references to an individual; and
2. (b) references to appointing a person as a Group Member include replacing or (subject to paragraph 6.8) reappointing such person upon their ceasing to hold office in accordance with paragraph 6.8.7.

6.2. Delegation

6.2.1. Subject to paragraph 5.1.2(c):
1. (a) an SSES Governance Group may delegate its powers, functions or responsibilities including as provided for in Part E, or as otherwise determined by the SSES Governance Group and approved by the Panel; and
2. (b) any sub-group to which powers, functions or responsibilities have been delegated may include persons who have been appointed for their relevant experience and/or expertise who are not Group Members provided that:
  1. (i) such persons shall only be entitled to be a member of a sub-group where they have been approved by the SSES Governance Group; and
  2. (ii) the provisions of paragraph 6.10 shall apply to such sub-group members as they apply to all Voting Group Members, or to Security Governance Group Members only, as the case may be.
6.2.2. An SSES Governance Group may establish a sub-group on a standing basis or for a fixed period or a specific purpose.
6.2.3. An SSES Governance Group shall provide written terms of reference to each sub-group established by it and may modify such terms of reference as the SSES Governance Group shall determine. The sub-group may perform such function and duties, and exercise such powers, of the SSES Governance Group as may be provided for in the terms of reference (consistent with the provisions of this SSES Governance Framework).
6.2.4. No sub-group may further delegate any of its duties, powers and functions.
6.2.5. The delegation to a sub-group of any duties, powers and functions of an SSES Governance Group shall not relieve that SSES Governance Group of its general responsibility to ensure that such duties, powers and functions are exercised in accordance with this SSES Governance Framework.
6.2.6. For the avoidance of doubt, any delegation by an SSES Governance Group to a sub-group shall not exclude or limit that SSES Governance Group’s authority to exercise its powers and perform its functions and duties on any matter, or class of matter, that it has delegated to that sub-group.

6.3. Independent Group Chairs

6.3.1. The first Group Chairs shall:
1. (a) be appointed by the Secretary of State;
2. (b) remain in post until removed by the Secretary of State.
6.3.2. Subject to paragraph 6.3.1, each Group Chair shall be the person:
1. (a) recommended by the Panel (following such procedures as it shall determine for the selection of the person) having first consulted with the SSES Governance Group to which that person is proposed to be appointed; and
2. (b) approved by SSES Participants pursuant to paragraph 6.3.4.
6.3.3. A person recommended by the Panel pursuant to paragraph 6.3.2 shall in the reasonable opinion of the Panel:
1. (a) have the skills, knowledge, experience, and personal qualities necessary to perform the role of Group Chair of the SSES Governance Group to which they are proposed to be appointed; and
2. (b) be suitably independent from SSES Participants.
6.3.4. Subject to paragraph 6.3.5, a person shall be appointed as Group Chair where the person recommended by the Panel is approved by a vote of SSES Participants via a simple majority of the SSES Participants who are eligible to vote in accordance with the Annex to this Part B and who cast a vote.
6.3.5. BSCCo shall enter into an agreement in writing with the Group Chair setting out terms as to their remuneration and benefits (determined in accordance with paragraph 6.17) and any related matters.
6.3.6. A person shall be removed from and shall cease to hold the office of Group Chair:
1. (a) subject to paragraphs 6.3.7 and 6.3.8, upon expiry of their term of office;
2. (b) in any circumstance specified in paragraph 6.8.7;
3. (c) if they are removed from office by the Panel on the basis that the Group Chair has not provided satisfactory evidence to BSCCo that screening has successfully been achieved pursuant to paragraph 6.10.3(b) or 6.10.7;
4. (d) if they are removed from office by the Secretary of State.
6.3.7. The term of office of each Group Chair shall be three years from the date of their appointment, provided that this shall not prevent a person holding that office from re-appointment to that office (subject to that re-appointment being recommended by the Panel in accordance with paragraph 6.3.2 and approved by a vote in accordance with paragraph 6.3.3).
6.3.8. If, at the expiry of the term of office or upon the resignation of a person appointed as Group Chair, no other person has been appointed to that office, that person shall (if willing to do so) continue in office as Group Chair until such time as another person is so appointed.

6.4. Elected Group Members

6.4.1. Elected Group Members shall be appointed as Group Members in accordance with the nomination and election procedures set out in the Annex to this Part B.

6.5. NESO Group Members

6.5.1. NESO shall appoint a person as a Group Member of each SSES Governance Group by giving notice of such appointment to the relevant Group Secretary. NESO may replace such person from time to time by giving not less than five Working Days prior notice to the Group Secretary.

6.6. Consumer Member

6.6.1. The Consumer Member shall be the person(s) nominated by Citizens Advice and/or Consumer Scotland by notice to the Group Secretary. Citizens Advice or Consumer Scotland may replace any person nominated by them from time to time by giving not less than five Working Days prior notice to the Group Secretary.

6.7. Non-Voting Group Members

6.7.1. The Non-Voting Group Members shall be the persons nominated by their respective organisations (as set out in paragraphs 1.1.1(c) and 3.1.1(c)) by providing notice to the Group Secretary. The Non-Voting Group Members shall not be required to act independently of those organisations. Non-Voting Group Members shall not be entitled to vote, shall not be counted for quorum purposes, and shall participate in the SSES Governance Group in an advisory capacity.

6.8. Term of Office for Elected Group Members

6.8.1. Subject to paragraphs 6.8.5 and 6.8.6, the term of office of Elected Group Members shall be a period of two (2) years, measured from 1 October to the second subsequent Retirement Day.
6.8.2. Elected Group Member terms shall be staggered as set out in paragraph 6.8.3, so that different Group Members retire in alternating years, such that not all Group Member terms expire simultaneously; and for this purpose, all retirements shall take effect on the applicable Retirement Day.
6.8.3. The retirement pattern for Technical Governance Group Elected Group Members shall be as follows:
1. (a) in years ending with odd numbers:
  1. (i) two members elected by ESA Providers;
  2. (ii) one member elected by Prospective Load Control Licensees.
2. (b) in years ending with even numbers:
  1. (i) one member elected by ESA Providers;
  2. (ii) two members elected by Prospective Load Control Licensees;
  3. (iii) the member elected by Distribution Companies;
6.8.4. The retirement pattern for Security Governance Group Elected Group Members shall be as follows:
1. (a) in years ending with odd numbers:
  1. (i) two members elected by ESA Providers;
  2. (ii) three members elected by Prospective Load Control Licensees;
  3. (iii) one member elected by Distribution Companies.
2. (b) in years ending with even numbers:
  1. (i) one member elected by ESA Providers;
  2. (ii) three members elected by Prospective Load Control Licensees;
  3. (iii) one member elected by Distribution Companies.
6.8.5. In order to give effect to the staggering described in paragraph 6.8.2, Group Members who are:
1. (a) required, pursuant to paragraphs 6.8.3 and 6.8.4, to retire in a year ending with an odd number; and
2. (b) appointed either at the date on which the SSES Governance Framework comes into effect or in order to fill a casual vacancy arising because a Group Member appointed pursuant to this paragraph 6.8.5 has resigned, may have a term of office of up to three (3) years in which case, for the purposes of paragraph 6.8.1, the initial Retirement Day for such Group Members shall be the third subsequent Retirement Day after their initial appointment.
6.8.6. An Elected Group Member whose term of office has expired or is due to expire shall be eligible for re appointment. There shall be no limit on the number of consecutive terms an Elected Group Member may serve.
6.8.7. A person shall cease to hold office as an Elected Group Member:
1. (a) upon expiry of their term of office, unless re appointed;
2. (b) if they resign their office by notice delivered to the Group Secretary;
3. (c) if they become bankrupt or make any arrangement or composition with their creditors generally;
4. (d) if a registered medical practitioner who is treating that person gives a written opinion to the Group Chair stating that that person has become physically or mentally incapable of acting as a Group Member and may remain so for more than three months;
5. (e) if they become prohibited by law from being a director under the Companies Act 2006 or otherwise prohibited from holding such an office;
6. (f) if they die;
7. (g) if they are convicted of an indictable offence; or
8. (h) if they are removed from office pursuant to paragraph 6.8.8 or 6.8.9.
6.8.8. An SSES Governance Group may resolve that an Elected Group Member shall cease to hold office on grounds of serious misconduct provided that such a resolution shall require the vote in favour of at least 75% of Voting Group Members.
6.8.9. The Security Governance Group Chair may remove any Security Governance Group Member from the office where that Group Member:
1. (a) has breached the terms of the confidentiality undertaking referred to in paragraph 6.10.2(b);
2. (b) has failed to provide satisfactory evidence that screening has successfully been achieved pursuant to paragraph 6.10.3(a) or 6.10.7.
6.8.10. A person shall not be eligible for appointment as an Elected Group Member if, at the time of the proposed appointment, they would be required by paragraph 6.8.7 to cease to hold office.
6.8.11. The Group Secretary shall give prompt notice to all Group Members of any appointment, reappointment, or cessation of office of any Group Member.

6.9. Term of Office for Non-Elected Group Members

6.9.1. A Non-Elected Group Member shall continue to hold office until they are removed by the person that has appointed them giving notice to the relevant Group Secretary.

6.10. Duties of Group Chairs and Voting Group Members

6.10.1. Each person appointed as a Group Chair or a Voting Group Member, when acting in their capacity as such, shall:
1. (a) act independently and impartially;
2. (b) not act as a delegate of any organisation;
3. (c) not have undue regard to the particular interests of any body, individual, or Related Person connected with their appointment;
4. (d) exercise the reasonable skill, care and diligence expected of a person performing such functions and act in good faith to promote the effective and efficient operation of the SSES Governance Arrangements.
6.10.2. No person shall be appointed as Group Chair or as a Voting Group Member unless:
1. (a) they have first confirmed in writing their agreement to act in accordance with this SSES Governance Framework, including acknowledging their duties set out in paragraphs 6.10.1(a) to (d); and
2. (b) they have provided an undertaking in writing (on terms set out by BSCCo from time to time) to comply with the confidentiality and disclosure requirements relating to the SSES Security Framework.
6.10.3. In addition to the requirements of paragraph 6.10.2, the following shall apply in respect of Security Governance Group membership:
1. (a) each Security Governance Group Group Member shall provide to BSCCo, prior to their appointment, satisfactory evidence that they have been screened to the standard required by the Baseline Personnel Security Standard;
2. (b) the Group Chair of the Security Governance Group shall provide to BSCCo, prior to their appointment, satisfactory evidence that they have been screened to the standard required by the Security Check standard,
3. in each case as such standard is defined in guidance issued by the UK Government from time to time (or any equivalent standard which updates or replaces such standard from time to time).
6.10.4. Where a Voting Group Member is employed, they shall provide to the Group Secretary a letter from their employer confirming that the individual may act as a Voting Group Member and acknowledging that the Voting Group Member’s duties described in paragraphs 6.10.1(a) to (c) shall prevail over their obligations as an employee. If this employer acknowledgment is not provided, the individual’s appointment as a Voting Group Member shall not take effect.
6.10.5. At the time of appointment, and upon any change thereafter, each Voting Group Member shall disclose in writing to the Group Secretary any interests that may be relevant to the impartial discharge of their functions.
6.10.6. A Voting Group Member who undergoes a change in employment shall notify the Group Secretary as soon as reasonably practicable and shall provide a new employer’s acknowledgement letter. If such a letter is not provided within sixty days of the change in employment, the individual shall be removed from office.
6.10.7. Each Voting Group Member of the Security Governance Group shall, where requested by the Group Chair or the Secretary of State, and the Group Chair of the Security Governance Group shall, where requested by the Secretary of State, re-submit themselves for any screening specified pursuant to 6.10.3 and provide satisfactory evidence to BSCCo that the screening has been successfully completed.

6.11. Conflicts of Interest

6.11.1. Where, in a Voting Group Member’s reasonable opinion they have an interest in respect of any matter that constitutes an actual or perceived conflict of interest with their duties as a Voting Group Member, they must:
1. (a) disclose that interest to the Group Chair; and
2. (b) abstain from voting in a meeting of an SSES Governance Group regarding that matter.
6.11.2. If the Group Chair decides (after consultation with other Group Members (if necessary)), that a Voting Group Member has an actual or perceived conflict of interest (including but not limited to circumstances where a Voting Group Member does not volunteer to abstain from voting on a matter in respect of which they appear to the Group Chair to have such a conflict) then the Group Chair may determine that the Voting Group Member in question should be required to absent themselves from particular SSES Governance Group business. Any decision of the Group Chair in this regard shall be final and binding.

6.12. Alternates

6.12.1. Each Voting Group Member may, from time to time by notice in writing to the Group Secretary, appoint another person to act as their alternate (an Alternate).
6.12.2. Each such Alternate must, before their appointment as such can become valid, have provided the confirmations referred to in paragraph 6.10.
6.12.3. In the circumstance where a Voting Group Member is unable to attend a meeting, the Voting Group Member’s Alternate shall be entitled to attend (and count, in their capacity as Alternate, towards the quorum at) that meeting, and to exercise and discharge all the functions, powers and duties of the Voting Group Member at that meeting.
6.12.4. Each Voting Group Member may, by notice in writing to the Group Secretary, remove or replace the person appointed from time to time by that Voting Group Member as their Alternate. An Alternate shall immediately cease to be an Alternate on the occurrence of any of the events set out in paragraph 6.8.7 in respect of the Alternate. Where an Alternate’s appointor ceases to be a Voting Group Member for any reason, the Alternate’s role as such shall also cease.
6.12.5. Except in paragraph 6.12.1, any reference in this SSES Governance Framework to a Group Member shall be construed as including a reference to that Group Member’s Alternate.

6.13. Deputy Group Chair

6.13.1. A Group Chair may after consulting with the SSES Governance Group appoint, by notice to the Group Secretary, to act as Deputy Group Chair one of the Group Members.
6.13.2. A person appointed as Deputy Group Chair shall (if attending) act as Group Chair of any meeting of the SSES Governance Group at which the Group Chair is not present, and may at such a meeting (and if the Group Chair so decides, in other circumstances in which the Group Chair is not available to do so) exercise such of the powers and functions of the Group Chair as the Group Chair may from time to time (by notice to all Group Members) determine.

6.14. Group Secretary

6.14.1. BSCCo shall appoint (and may remove) a person (or persons) to act as the secretary to each SSES Governance Group (the Group Secretary). The Group Secretary shall not be a Group Member of the SSES Governance Group and shall not cast a vote as a Group Member.

6.15. Casual Vacancies

6.15.1. A casual vacancy shall occur where a Group Member ceases to hold office before the expiry of their term of office.
6.15.2. Where a casual vacancy arises in respect of an Elected Group Member, paragraph 8 of the Annex shall apply.
6.15.3. Whilst any casual vacancy remains unfilled in respect of any Group Member seat, the SSES Governance Group shall continue to discharge its functions, provided that quorum requirements are met.
6.15.4. The Group Secretary shall give prompt notice to all Group Members of:
1. (a) the occurrence of any casual vacancy; and
2. (b) the appointment of any person to fill such vacancy.

6.16. Indemnity

6.16.1. BSCCo shall indemnify the Group Chair, the Group Secretary, each Group Member and each Alternate from and against any and all costs (including legal costs), charges, expenses, damages or other liabilities properly incurred or suffered by that person in relation to the exercise of the person’s powers duties or responsibilities under the SSES Arrangements, including where such powers duties or responsibilities are exercised negligently.
6.16.2. The indemnity set out in paragraph 6.16.1 shall not apply to any:
1. (a) costs or expenses in respect of which such person is reimbursed pursuant to paragraph 6.17; or
2. (b) costs, expenses, damages or other liabilities incurred or suffered as a result of the wilful default, fraud or bad faith of such person.

6.17. Expenses and Remuneration

6.17.1. BSCCo shall reimburse the reasonable costs and expenses of a Group Member properly incurred by such Group Member in attending meetings of or otherwise in the conduct of the business of the SSES Governance Group.
6.17.2. Save as provided in paragraph 6.17.3, no Group Member shall be entitled to receive any remuneration for the performance of their functions or duties under this SSES Governance Framework.
6.17.3. Each Group Chair shall be entitled to be remunerated for their role. The remuneration of the Group Chair shall be determined by the Panel.
6.17.4. The Panel shall ensure that any remuneration arrangements determined in accordance with this paragraph are set out and published in such manner as the Panel considers appropriate.

7. Proceedings of SSES Governance Groups

7.1. Meetings

7.1.1. Subject as expressly provided in this SSES Governance Framework, each SSES Governance Group may regulate the conduct of and adjourn and reconvene its meetings as it sees fit.
7.1.2. Subject to paragraphs 7.1.3 and 7.1.4, the Group Chair shall preside as chair of every meeting of an SSES Governance Group.
7.1.3. If the Group Chair is unable to attend a meeting:
1. (a) the Deputy Group Chair (if appointed) shall act as chair of the meeting.
2. (b) if the Deputy Group Chair is unable to attend the meeting or no Deputy Group Chair is appointed, the Group Chair shall nominate another Group Member to act as chair of the meeting.
7.1.4. If the Group Chair or Deputy Group Chair or a nominee under paragraph 7.1.2 is not present within thirty minutes after the time for which an SSES Governance Group meeting has been convened (and provided the Group Chair or Deputy Group Chair or nominee, as the case may be, has not notified the Secretary that they have been delayed and are expected to arrive within a reasonable time), the Group Members present may appoint one of their number to be chair of the meeting.
7.1.5. Meetings of an SSES Governance Group shall have a regular cadence determined by the Group Chair on the basis that the SSES Governance Group shall meet at a sufficient frequency that it can fulfil its role and functions specified in this Part B and having regard to the views of the Secretary of State from time to time. Meetings shall take place at a time and place notified to the Group Members by the Group Secretary on behalf of the Group Chair.
7.1.6. A Group Secretary shall, at the request of the Group Chair, convene an SSES Governance Group meeting by giving notice, at least five Working Days prior to the proposed meeting (or such other period so determined by the Group Chair), to each Group Member and any Alternates. Such notice shall set out:
1. (a) the date, time and place of the meeting;
2. (b) the arrangements for those wishing to attend the meeting electronically; and
3. (c) an agenda of the matters for consideration at the meeting and any supporting papers available to the Group Secretary at the time the notice is given (and the Group Secretary shall, if necessary, circulate to Group Members any late papers, as approved by the Group Chair, as and when they are received by the Group Chair).
7.1.7. The Group Secretary shall ensure that details of forthcoming SSES Governance Group meetings shall be published on the BSC Website. Such notification shall include agendas and non-confidential papers.
7.1.8. A meeting of an SSES Governance Group may be cancelled if:
1. (a) the Group Chair determines that there is no business for the Committee to conduct, and so requests the Group Secretary to cancel the meeting;
2. (b) the Group Secretary notifies all Group Members in writing of the proposal to cancel it, not less than five Working Days prior to the date that the meeting is or is to be convened; and
3. (c) three Working Days before the date for which the meeting is or is to be convened, no Group Member has notified the Group Secretary that they object to such cancellation.
7.1.9. The proceedings of a meeting of the SSES Governance Group shall not be invalidated by the accidental omission to give or send notice of the meeting or a copy thereof or any of the accompanying agenda or papers to, or any failure to receive the same by, any person entitled to receive such notice, copy, agenda or paper.
7.1.10. With the consent of all Group Members (whether obtained before, at or after any such meeting) the requirements of this paragraph 7.1 as to the manner in and notice on which a meeting of an SSES Governance Group is convened may be waived or modified; provided that no meeting of the SSES Governance Group shall be held unless notice of the meeting and its agenda has been sent to the persons entitled to receive the same under paragraph 7.1.6 at least twenty four hours before the time of the meeting.
7.1.11. Where any matter not contained in the agenda is put before a meeting of an SSES Governance Group that is in the opinion of the Group Chair necessary (in view of the urgency of the matter) to consider then, where all the Group Members present at the meeting agree, the SSES Governance Group may determine that matter.

7.2. Urgent/Special Committee Meetings

7.2.1. Notwithstanding anything contrary in paragraph 7 if, in the opinion of the Group Chair, an exceptional matter arises which is of a sufficiently urgent nature so as to require a meeting before the next scheduled SSES Governance Group meeting then:
1. (a) the Group Secretary shall, at the request of the Group Chair, convene such a meeting and distribute an agenda and any papers in accordance with such notice as the Group Chair considers appropriate; and
2. (b) each Group Member shall be deemed to have consented to the convening of such a meeting and the distribution of the agenda and papers in the manner and on such notice as the Group Chair determines.
7.2.2. The provisions of this SSES Governance Framework in respect of the proceedings of any meeting (including but not limited to notices, quorum and voting) shall apply to any urgent/special meeting.

7.3. Attendance by Non-Group Members

7.3.1. In addition to the Group Members, the Group Chair may invite a person who is not a Group Member to attend and speak at a meeting of an SSES Governance Group if they consider it appropriate to do so and may require any such person to leave the meeting at any time.

7.4. Quorum

7.4.1. No business shall be transacted at any meeting of an SSES Governance Group unless a quorum is present at the meeting. The quorum shall be at least four Voting Group Members (or their duly appointed alternates) including:
1. (a) in respect of the Technical Governance Group, at least one ESA Provider Group Member and one Prospective Load Control Licensee Group Member; and
2. (b) in respect of the Security Governance Group, at least one Prospective Load Control Licensee Group Member.
7.4.2. For the avoidance of doubt a meeting shall be quorate if the requisite number of Group Members are present in person at the meeting or by electronic means in accordance with paragraph 7.6.
7.4.3. Any SSES Governance Group meeting at which a quorum is not in attendance after a period of 30 minutes of its commencement shall be adjourned and re-scheduled, with the Group Secretary giving notice of such adjourned meeting and re-scheduling in such manner as requested by the Group Chair.

7.5. Voting

7.5.1. At any meeting of an SSES Governance Group, all matters to be decided shall be put to a vote of all Voting Group Members (or by their duly appointed alternate) who are in attendance.
7.5.2. In deciding any matter, each Voting Group Member shall cast one vote only. Unless expressly provided for otherwise in this SSES Governance Framework, all matters shall be decided by a simple majority of votes cast.
7.5.3. The Group Chair shall not cast a vote as a Group Member but shall have a casting vote on any matter where votes are otherwise cast equally in favour of and against the relevant motion; provided that where any person other than the Group Chair is chair of an SSES Governance Group meeting they shall not have a casting vote.
7.5.4. Where the Group Chair is entitled to exercise a casting vote, the provisions of paragraph 6.11 shall apply to the Group Chair as if they were a Voting Group Member in which case, where the Group Chair has a conflict as described in paragraph 6.11:
1. (a) references in paragraph 6.11 to the Group Chair shall be deemed to be a reference to the Deputy Group Chair; and
2. (b) the representative of the Secretary of State shall be entitled to have a casting vote as if they were the Group Chair.
7.5.5. For the avoidance of doubt and for the purposes of paragraphs 7.5.2 and 7.5.3, abstentions shall not be classed as votes and where the number of abstentions exceeds the number of votes comprised in the majority position then the Group Chair may defer the decision until further deliberation has been had by the SSES Governance Group.
7.5.6. A resolution in writing signed by all Group Members entitled to vote in respect of the matter that is the subject of the resolution shall be valid and effectual as if it had been passed at a duly convened and quorate meeting of the SSES Governance Group.

7.6. Electronic Meetings

7.6.1. Subject to no Group Member objecting, where the Group Chair considers that an in person meeting is not required, they may determine that the meeting be held by electronic means or by correspondence; and, for any meeting that is otherwise to be held in person, the Group Chair may permit one or more Group Members to attend and participate remotely by such means as the Group Chair specifies.

7.7. Minutes of Meetings

7.7.1. The Group Secretary shall ensure that all discussions are minuted and such minutes are distributed to Group Members within five Working Days after each meeting of the SSES Governance Group. Persons entitled to receive the minutes may provide comments on the minutes so that, having been revised as appropriate in the light of such comments, they can be approved by all Group Members in attendance at the next convened meeting.

7.8. Papers

7.8.1. The Group Secretary shall circulate to Group Members any papers as and when appropriate. Unless otherwise agreed by the Group Chair, papers shall not be circulated less than five Working Days before the meeting unless a later circulation is agreed by the Group Chair.
7.8.2. Notwithstanding paragraph 7.8.1, the Group Chair may, by exception, bring additional matters to the attention of the SSES Governance Group without advance notice when such information is deemed by the Group Chair to be of a sufficiently urgent nature that requires immediate SSES Governance Group attention.

Question 3

Annex to Part B: Nominations and elections

Accepted Answer

1. General

1.1. Introduction

1.1.1. This Annex to Part B sets out the full arrangements for the eligibility, nomination, election and appointment of Elected Group Members to the Technical Governance Group and Security Governance Group.
1.1.2. This Annex applies:
1. (a) in each year (“the election year”) where Group Member terms expire and new Group Members must be elected to take office from 1 October; and
2. (b) upon a Group Member ceasing to hold office before expiry of their term, in accordance with paragraph 7 (Vacancies).
1.1.3. For elections taking place under paragraph 1.1.2(a), references to Eligible Voting Parties means the registered organisations published by BSCCo pursuant to paragraph 3.2.1.
1.1.4. Unless otherwise stated, references to Group Members are to the Voting Group Members subject to nomination and election under this Annex.
1.1.5. In this Annex:
1. (a) Participant Category means, as the context requires, ESA Providers collectively, Prospective Load Control Licensees collectively and Distribution Companies collectively;
2. (b) Voting Group means, in respect of each Participant Category, each SSES Participant that falls into that Participant Category collectively with that Participant’s Affiliates (if any) who also fall into that Participant Category.
1.1.6. The number of Group Member seats subject to nomination and election for each Participant Category and each SSES Governance Group are as set out in Part B. The appointment of Non‑Voting Members is not subject to this Annex.
1.1.7. The process for the appointment of Group Chairs is set out in Part B paragraph 6.3 and may be conducted in parallel with the nomination and election of Group Members.

1.2. Staggered Terms

1.2.1. The terms of office for Group Members shall be determined in accordance with Part B paragraph 6.8.

2. Election Timetable

2.1. Establishment of election timetable

2.1.1. BSCCo shall publish an election timetable for each election year sufficiently far in advance of the commencement of the steps set out in this Annex to enable SSES Participants to participate in the election. The timetable shall include:
1. (a) registration confirmation dates;
2. (b) nomination opening and closing dates;
3. (c) the date the election pack is issued;
4. (d) the voting deadline; and
5. (e) the date results will be published.
2.1.2. Where necessary, BSCCo may revise and re-publish the timetable, provided the process concludes before 1 October.
2.1.3. No person shall be entitled to challenge or call into question the validity of the election solely by reason of a non-compliance with the election timetable by BSCCo provided that, irrespective of any such non-compliance, no votes received after the voting deadline shall be counted.

3. Eligibility to Vote

3.1. Organisations eligible to vote

3.1.1. SSES Participants in each of the following Participant Categories may vote in elections for Group Member seats representing their Participant Category:
1. (a) ESA Providers;
2. (b) Prospective Load Control Licensees;
3. (c) Distribution Companies.
3.1.2. SSES Participants may only vote:
1. (a) where they have been registered pursuant to Part A paragraph 1.7 and confirmed their details pursuant to paragraph 3.2 before the date specified in the election timetable as the date by which the final list of registered organisations is to be finalised;
2. (b) in respect of the Participant Category for which they are registered.

3.2. Initial publication and annual update

3.2.1. BSCCo shall publish an initial list of SSES Participants who are registered pursuant to Part A paragraph 1.7 by the date specified in the election timetable.
3.2.2. By no later than the date specified in the election timetable, BSCCo shall contact all SSES Participants to confirm the accuracy of their details (provided pursuant to Part A paragraph 1.7.5).
3.2.3. Registered organisations must confirm or correct their details by notifying BSCCo by the date referred to in paragraph 3.2.2 (even where their details remain unchanged and even where they have not been contacted by BSCCo pursuant to paragraph 3.2.2). A registered organisation that fails so to confirm their details shall be ineligible to vote for that election year. 3.2.4. BSCCo shall publish the final list of registered organisations by the date specified in the election timetable.

4. Nominations

4.1. Eligibility criteria for candidates

4.1.1. A person shall only be entitled to be a candidate in an election where:
1. (a) they have been nominated in accordance with this paragraph 4; and
2. (b) BSCCo is reasonably satisfied that the information provided pursuant to paragraph 4.3 demonstrates that the person has skills and experience that are appropriate to the duties of a Group Member of the SSES Governance Group to which they wish to be elected.
4.1.2. Where BSCCo is uncertain as to whether a person has the requisite skills and experience, it shall:
1. (a) seek further information from the candidate and/or their nominator; and
2. (b) consult with the relevant Group Chair.

4.2. Notification and opening of nomination window

4.2.1. BSCCo shall notify registered organisations, and publish a notice on the BSC Website, that nominations are open no later than the date specified in the election timetable.
4.2.2. The nomination window shall remain open for four weeks unless extended by BSCCo (where BSCCo reasonably considers that there is a risk that a Participant Category will have fewer nominees than vacancies).

4.3. Nomination Requirement

4.3.1. Any person who wishes to make a nomination must submit that nomination to BSCCo including:
1. (a) the name, employer (if applicable) and contact details of the nominee;
2. (b) a statement from the nominator justifying the nomination with reference to the nominee’s relevant experience;
3. (c) a declaration from the nominee confirming that they:
  1. (i) are content to be nominated;
  2. (ii) have skills and experience that are appropriate to the duties of a Group Member of the SSES Governance Group to which they wish to be elected; and
  3. (iii) reasonably expect to have capacity to fulfil the role for a 24 month term.
4.3.2. BSCCo shall notify the nominator where their nomination is incomplete.
4.3.3. BSCCo shall disregard nominations that are:
1. (a) received after the nomination window (as extended under paragraph 4.2.2, where applicable) closes; or
2. (b) remain incomplete at the deadline.

4.4. Assessment of nominations and appeals

4.4.1. BSCCo shall review the nominations to confirm which nominees satisfy the eligibility criteria specified in paragraph 4.1.1 and shall accept a nomination where the nominee satisfies those criteria and otherwise reject it. Any nominee that satisfies the eligibility criteria shall be a candidate.
4.4.2. BSCCo shall notify nominators and nominees of whether their nomination has been accepted or rejected, including reasons for a rejection.
4.4.3. Nominators may appeal a rejection to the Panel within three Working Days of notice being given under 4.4.2. An appeal pursuant to this paragraph 4.4.3 shall be determined in accordance with Part A paragraph 1.6.
4.4.4. BSCCo shall invite candidates to submit any additional biographical information the candidate considers relevant and which they wish to be included in the election pack.

5. Election Documents and Timetable

5.1. Election Pack

5.1.1. BSCCo shall prepare and publish an election pack including:
1. (a) the list of candidates for each Participant Category;
2. (b) candidate biographies (where provided by candidates);
3. (c) a description of the SSES Governance Group roles;
4. (d) instructions on the voting process;
5. (e) the voting deadline.
5.1.2. BSCCo shall publicise the nomination and election timetable and milestones via appropriate channels (including, where practicable, the BSCCo website and mailing lists) and may issue reminder notices consistent with the timetable.

6. Voting

6.1. Voting Papers

6.1.1. Subject to paragraph 6.1.2, each Voting Group may complete one voting paper per Participant Category for which it is registered.
6.1.2. Where more than one registered organisation within a Voting Group exercises a vote in relation to a Participant Category, BSCCo shall contact the registered organisation and:
1. (a) seek to agree a single voting registered organisation;
2. (b) failing agreement, select one organisation at random and disregard the others.
6.1.3. Where the registered organisation is registered in more than one Participant Category, it may cast one vote in each such category, subject to paragraph 6.1.2.

6.2. Preference voting

6.2.1. Voting papers may indicate up to three preferences (first, second, third) among candidates within the Participant Category.
6.2.2. A candidate may not receive more than one preference on the same voting paper.
6.2.3. BSCCo shall disregard any voting paper where it is not clear on the face of the voting paper what the preference(s) of the Voting Group are.
6.2.4. Votes shall be counted using the preferential methodology set out in paragraph 7.

7. Voting Methodology

7.1. General

7.1.1. Subject to paragraph 7.1.2 and 7.6, Group Members shall be elected in up to three rounds, followed by a further round if required.
7.1.2. In any election where there is only a single seat to be filled, the election shall be determined in accordance with the further round process (in which case the references to remaining candidates shall just be a reference to the candidates).

7.2. First Voting Round

7.2.1. BSCCo shall count all first preference votes for candidates in each Participant Category.
7.2.2. For each Participant Category, the first round qualifying total shall be:
1. (T / N) + 1
2. where T is the total number of first preference votes counted at that round and N is the number of seats to be filled.
7.2.3. Any candidate meeting or exceeding the first round qualifying total shall be elected.

7.3. Second Voting Round

7.3.1. Voting papers from which a first preference candidate was elected are removed.
7.3.2. BSCCo shall count first and second preference votes on the remaining voting papers for the remaining candidates in each Participant Category.
7.3.3. For each Participant Category, the second round qualifying total shall be:
1. (T’ / N’) + 1
2. where T’ is the total number of first and second preference votes counted at that round and N’ is the remaining number of seats to be filled.
7.3.4. Candidates meeting or exceeding the qualifying total are elected.

7.4. Third Voting Round

7.4.1. Voting papers from which a first or second preference candidate were elected in earlier rounds are removed.
7.4.2. BSCCo shall count all first, second and third preferences on the remaining voting papers for the remaining candidates in each Participant Category.
7.4.3. For each Participant Category, the third round qualifying total shall be:
1. (T’’ / N’’) + 1
2. where T’’ is the total number of first, second and third preference votes counted at that round and N’’ is the remaining number of seats to be filled.
7.4.4. Candidates meeting or exceeding the qualifying total are elected.

7.5. Further Round

7.5.1. If seats remain unfilled after the third voting round:
1. (a) the remaining candidates are ranked by first preferences, and the candidate(s) with the greatest number of first preference votes shall be elected;
2. (b) in the event that two or more candidates under paragraph (a) are tied, the candidate(s) with the greatest number of second preference votes shall be elected;
3. (c) in the event that two or more candidates under paragraph (b) are tied, BSCCo shall draw lots in order to determine which candidate(s) are elected.

7.6. Deemed elections

7.6.1. Where the number of candidates equals or is fewer than the seats available, those candidates shall be deemed elected.

8. Vacancies

8.1. General

8.1.1. Where a Group Member (“the departing Group Member”) ceases to hold office under Part B paragraph 6.8.7, the Group Chair shall determine (having regard to the outstanding length of the departing Group Member’s term and the length of time until the next scheduled election) whether to:
1. (a) undertake an interim election, in which case paragraph 8.2 applies;
2. (b) permit an unelected replacement Group Member, in which case paragraph 8.3 applies.

8.2. Interim elections

8.2.1. Where an interim election is required, a replacement Group Member shall be elected in accordance with paragraphs 2 to 7 provided that:
1. (a) where a vacancy arises within 6 months before a scheduled election, the interim election may form part of that scheduled election in accordance with paragraphs 2 to 7 in which case an additional candidate may be in the Participant Category for which there is a vacancy;
2. (b) where paragraph (a) does not apply:
  1. (i) the registered organisations for the purposes of the interim election shall be the ones determined for the most recent scheduled election; and
  2. (ii) this shall be reflected in the interim election timetable; and
3. (c) in accordance with, but subject to, Part B paragraph 6.8.5, the term of office for a candidate elected through an interim election may exceed two years.

8.3. Unelected Voting Group Members

8.3.1. Paragraph 8.3.2 shall apply where:
1. (a) the Group Chair has permitted an unelected replacement Group Member pursuant to paragraph 8.1.1(b); or
2. (b) not enough candidates are nominated pursuant to paragraph 4 to fill all of the Voting Group Member seats.
8.3.2. The Group Chair may, with the agreement of the relevant SSES Governance Group (and subject to paragraph 8.3.3), conduct an ad‑hoc process to recruit Group Members to fill such Voting Group Member seats. The SSES Governance Group may determine the process for undertaking such appointments provided that any person appointed in accordance with this paragraph must:
1. (a) be endorsed by an SSES Participant in the Participant Category in respect of which that person is proposed to be appointed; and
2. (b) satisfy the eligibility criteria and comply with the confirmation requirements in paragraphs 6.10.2 and 6.10.4 of Part B.
8.3.3. For the avoidance of doubt, and subject to paragraph 8.3.2(a) and (b) being satisfied at the time of appointment, the Group Chair may, with the agreement of the SSES Governance Group, appoint a departing Voting Group Member’s Alternate to fill the vacancy created by that departing Voting Group Member.

9. Publication of Results and Appointments

9.1. Publication

9.1.1. In accordance with the election timetable (but in any event within ten Working Days of the close of voting), BSCCo shall notify all candidates of the outcome.
9.1.2. Promptly following such notification, BSCCo shall publish:
1. (a) the number of valid voting papers;
2. (b) round by round totals for first, second and third preferences;
3. (c) the number of seats filled each round;
4. (d) the qualifying totals for each round; and
5. (e) the preference totals for all unelected candidates.

9.2. Appointment and Documentation

9.2.1. Following election, appointment as a Group Member shall be conditional upon that person’s compliance with the requirements of Part B paragraphs 6.10.2 and 6.10.4.
9.2.2 Where an elected candidate is unable to complete the appointment process, the seat shall be offered to the candidate who would have been next elected under the criteria set out in paragraph 7.
9.2.3. The Group Secretary shall retain appointment records for the duration of the Group Member’s term plus two years.

9.3. Post appointment and administration

9.3.1. Following appointments, the Group Secretary shall:
1. (a) update the published SSES Governance Group membership list;
2. (b) update the distribution lists;
3. (c) update any relevant access permissions;
4. (d) update the register of Group Members; and
5. (e) arrange inductions for new Group Members as required.

Question 4

Part C: Role of the Panel

Accepted Answer

1. Powers, Duties and Functions of the Panel in relation to the SSES Arrangements

1.1. Duties and Functions of the Panel

1.1.1. The duties and functions of the Panel in relation to the SSES Arrangements shall be to:
1. (a) establish the SSES Governance Groups in accordance with the BSC, and pursuant to the SoS Direction;
2. (b) for the purposes of discharging its functions and duties in paragraphs (c) and (d), receive reports from the SSES Governance Groups setting out their activities and to ensure those activities are reflected in the Annual BSC Report;
3. (c) consider any inconsistencies or misalignment in decisions made by, or the activities of, each of the SSES Governance Groups that the Panel identifies or which are brought to its attention;
4. (d) other than in relation to the nomination, election and appointment of Group Members, resolve any matters identified by the Panel or brought to its attention including pursuant to paragraph (c), including liaising where necessary for this purpose with BSCCo and the Group Chairs;
5. (e) determine any matter which an SSES Artefact expressly states may be referred or appealed to the Panel and in respect of such referral or appeal Part A paragraph 1.6 shall apply; and
6. (f) in respect of any change to an SSES Artefact, or the establishment of a new SSES Artefact, that requires approval by the Panel (whether pursuant to Part E of this SSES Governance Framework or BSCP40), determine whether that change should be made or artefact established.

1.2. Powers of the Panel

1.2.1. The Panel shall have the power, subject to the provisions of the Code and this SSES Governance Framework, to:
1. (a) do anything necessary for, or reasonably incidental or conducive to, the discharge of its functions and duties specified in:
  1. (i) paragraph 1.1.1;
  2. (ii) assigned to it in the SSES Governance Framework or by an SSES Governance Group pursuant to the SSES Governance Framework; or
  3. (iii) specified in any other SSES Artefact;
2. (b) without limitation of (a), may make any decision or determination expressly provided for in this SSES Governance Framework or any other SSES Artefact.

2. Restrictions on the Powers, Duties and Functions of the Panel in relation to the SSES Arrangements

2.1. Restrictions

2.1.1. Save as otherwise expressly provided for in this SSES Governance Framework, the Panel shall not:
1. (a) have any powers to appoint or remove Group Members of SSES Governance Groups;
2. (b) exercise or withdraw any of the powers, duties and functions that are assigned to the SSES Governance Groups or re-take or substitute its decision for any decision of the SSES Governance Groups except where the Panel is required to determine (in accordance with Part A paragraph 1.6) a matter that has been appealed or referred to it pursuant to this SSES Governance Framework or an SSES Artefact;
3. (c) assume any powers, duties and functions not assigned to it under the SSES Governance Framework except where set out in an SSES Artefact or at the request of, or with the approval of, the Secretary of State;
4. (d) confer any further powers, duties and functions on the SSES Governance Groups other than pursuant to the SSES Change Procedures; or
5. (e) require the Security Governance Group to provide any confidential or sensitive information to the Panel other than to determine a referral or appeal pursuant to paragraph 1.2.1 (in which case the Security Governance Group may, before disclosing any such information, require Panel Members to enter into the same binding undertakings as to confidentiality that Security Governance Group Members are required to provide).

3. Relationship to the BSC

3.1. Annual BSC Report

3.1.1. The Panel shall include any reporting in relation to the SSES Arrangements in the Annual BSC Report as it considers appropriate.

Question 5

Part D: Role of BSCCO

Accepted Answer

1. Powers, Duties and Functions of BSCCo in relation to the SSES Arrangements

1.1. Duties and Functions of BSCCo

1.1.1. BSCCo shall have the following duties and functions:
1. (a) advise each SSES Governance Group in respect of matters which it is necessary or appropriate for the SSES Governance Groups to consider in order to perform their duties and functions and exercise their powers;
2. (b) provide or arrange the provision of such facilities, resources, information and other support as may be required by the SSES Governance Groups to enable them or any sub-group to perform their duties and functions and exercise their powers (including, where BSCCo decides or an SSES Governance Group requests, arranging for external advisers or consultants to advise and/or support the SSES Governance Group);
3. (c) manage the process by which eligible persons become SSES Participants, including entering into Bilateral Agreements, as set out in Part A;
4. (d) manage the process for the nomination and election of Elected Group Members as set out in Part B;
5. (e) manage the SSES Change Procedures including the functions and duties described in Part E paragraph 1.4;
6. (f) provide secretarial and administrative services in connection with meetings of the SSES Governance Group and any sub-groups, including the convening and holding of such meetings, and taking and circulation of minutes;
7. (g) provide to SSES Participants such reasonable assistance and support in connection with the SSES Arrangements as BSCCo considers appropriate (including providing advice and assistance to persons considering raising a Change Proposal), consistent with the SSES Arrangements;
8. (h) in respect of any services which an SSES Governance Group is required or requested by the Secretary of State, the Authority or OPSS to procure pursuant to the SSES Arrangements, procure service providers on behalf of the SSES Governance Group and enter into, manage and enforce contracts with those service providers for the supply of the required services (which contracts shall include confidentiality restrictions that are at least as onerous as the applicable restrictions contained in this SSES Governance Framework);
9. (i) subject to Part B paragraph 6.3, manage the process for recruiting and appointing Group Chairs on behalf of the SSES Governance Groups, enter into contracts of service with the persons appointed as Group Chairs from time to time and pay the remuneration and benefits of those persons;
10. (j) reimburse any expenses of Group Members and members of sub-groups as required under Part B paragraph 6.17;
11. (k) indemnify against liability Group Members and members of sub-groups, as provided for in Part B paragraph 6.16;
12. (l) at the request of an SSES Governance Group, take steps to enforce (including issuing proceedings) any confidentiality undertaking provided to BSCCo by a Group Member, Alternate, sub-group attendee or any other attendee at an SSES Governance Group or sub-group meeting;
13. (m) at the request of an SSES Governance Group, where an SSES Participant is in breach of any obligation in an SSES Artefact that is enforceable as a contractual obligation, take steps on behalf of SSES Participants generally to enforce such obligation(s);
14. (n) on behalf of the SSES Governance Groups or as requested by the Panel, the Secretary of State, the Authority and/or OPSS:
  1. (i) provide advice, support and any required reporting to the Panel, the Secretary of State, the Authority and/or OPSS;
  2. (ii) where requested, provide information in relation to the SSES Arrangements to the Secretary of State or the Authority; and
  3. (iii) support the co-ordination of the SSES Governance Groups with each other and with Code Managers of Industry Codes to ensure alignment and to avoid duplication.
1.1.2. BSCCo shall have such other duties and functions as are:
1. (a) expressly given to it in an SSES Artefact (including this SSES Governance Framework); or
2. (b) assigned to it by an SSES Governance Group consistent with that SSES Governance Group’s functions under this SSES Governance Framework (provided that an SSES Governance Group shall not assign any of its powers to make a decision or determination to BSCCo).

1.2. Powers of BSCCo

1.2.1. BSCCo shall have the power, subject to the provisions of the Code and this SSES Governance Framework, to:
1. (a) do anything necessary for, or reasonably incidental or conducive to, the discharge of its functions and duties:
  1. (i) specified in paragraph 1.1.1;
  2. (ii) assigned to it in the SSES Governance Framework or by an SSES Governance Group pursuant to the SSES Governance Framework; or
  3. (iii) established in any other SSES Artefact;
(b) without limitation of (a), may make any decision or determination expressly provided for in this SSES Governance Framework or any other SSES Artefact.

2. Relationship to the BSC

2.1. General

2.1.1. For the avoidance of doubt, the provisions of Section C5 of the BSC shall apply in respect of BSCCo’s relationship to SSES Participants as if each reference to Parties or Trading Parties included a reference to SSES Participants.

2.2. Business Strategy and Annual Budget

2.2.1. Without prejudice to the generality of the foregoing, BSCCo shall include its principal activities in relation to the exercise of its powers, functions and duties described in paragraph 1 in the Business Strategy pursuant to Section C of the BSC, and the associated expenditure in the Annual Budget.

3. BSCCo’s obligations in relation to information security

3.1. Information Security Document

3.1.1. BSCCo shall establish and implement a policy (or policies) addressing, among other things, the establishment and maintenance of appropriate arrangements for ensuring compliance with the provisions of Part A paragraphs 1.10 and 1.11 and the Information Classification and Handling Policy including in relation to:
1. (a) where an SSES Governance Group is required to, or has requested, that information or data may only be accessed by approved recipients, any policy relating to such access controls;
2. (b) where an SSES Governance Group is required to, or has requested, that information or data is transferred to recipients through a secure platform, any policy relating to such platform.
3.1.2. The policies referred to in paragraph 3.1.1 may include or place reliance on policies maintained by BSCCo as organisational policies which apply to all of BSCCo’s activities.

Question 6

Part E: SSES Change Management Process

Accepted Answer

1. Introduction

1.1. General

1.1.1. This is the SSES Change Management Process that applies when changes are proposed to SSES Managed Documents.
1.1.2. SSES Managed Documents are established pursuant to Part A as either:
1. (a) Category 1 Documents, changes to which require the approval of the Secretary of State in accordance with paragraph 13.2 of this Part E (subject to paragraph 15); or
2. (b) Category 2 Documents, changes to which require the approval of the Relevant SSES Governance Group (but not the Secretary of State) in accordance with paragraph 13.1.1(b) of this Part E.
1.1.3. When an SSES Managed Document is established the governing body, being one of the SSES Governance Groups or (in the case of this SSES Governance Framework only) the Panel, shall be identified. Any reference in this Part E to a Relevant SSES Governance Group is to the SSES Governance Group as identified at the establishment of the SSES Managed Document, or (in the case of this SSES Governance Framework only) the Panel, and listed in the SSES Artefact Catalogue.
1.1.4. For the avoidance of doubt:
1. (a) with respect to the SSES Technical Framework, the Relevant SSES Governance Group is the Technical Governance Group;
2. (b) with respect to the SSES Security Framework, the Relevant SSES Governance Group is the Security Governance Group;
3. (c) with respect to this SSES Governance Framework, which is a Category 1 Document, the Relevant SSES Governance Group is the Panel.
1.1.5. References in this Part E to a Change Proposal shall (except where the context otherwise requires) be deemed to include reference to the Proposed Solution and, where an Alternative Solution has been raised in accordance with paragraph 7, any Alternative Solution(s) relating to that Change Proposal.
1.1.6. Where this Part E requires the SSES Change Register to be updated, any document to be published or any Interested Person to be notified then, subject to paragraph 1.1.7, BSCCo shall:
1. (a) in respect of updates to the SSES Change Register, update the latest version of the SSES Change Register on the BSC Website;
2. (b) in respect of documents to be published, distribute those documents electronically to Interested Persons through the SSES Change Distribution List (which may be through providing a link to the BSC Website) and publish them on the BSC Website; and
3. (c) in respect of notifying Interested Persons, notify electronically the relevant person identified on the SSES Change Distribution List.
1.1.7. The obligation to publish documents and/or notify Interested Persons under this Part E shall be subject always to the requirements of the Information Classification and Handling Policy in respect of documents belonging to the relevant Classified Information Category. *1.1.8. The obligation to publish information relating to Change Proposals that impact SSES Security Documents shall not apply to the extent that the information is Classified SGGI or the Security Governance Group Chair otherwise instructs BSCCo not to publish such information on the grounds that the information be treated as secure or sensitive.

1.2. SSES Change Objectives

1.2.1. The SSES Change Objectives referred to in this Part E shall be the SSES Objectives identified in Part A paragraphs 1.4.1 (a) to (f).

1.3. Change Proposal Progression Routes

1.3.1. For each Change Proposal the following Progression Routes are available:
1. (a) no change in accordance with paragraph 8.2;
2. (b) for Category 1 Documents (which require approval by the Secretary of State):
  1. (i) the Category 1 Standard Route, which requires SSES Governance Group Development; or
  2. (ii) the Category 1 Simple Change Route, applicable to Change Proposals where the Relevant SSES Governance Group has determined that the Change Proposal satisfies the criteria in paragraph 8.4.3, and which requires no SSES Governance Group Development pursuant to paragraph 9;
3. (c) for Category 2 Documents (which require approval by the Relevant SSES Governance Group):
  1. (i) the Category 2 Standard Route, which requires SSES Governance Group Development but no Initial Secretary of State Review pursuant to paragraph 10 or Secretary of State approval pursuant to paragraph 13.2; or
  2. (ii) the Category 2 Simple Change Route, applicable to Change Proposals where the Relevant SSES Governance Group has determined that the Change Proposal satisfies the criteria in paragraph 8.4.3, and which requires no SSES Governance Group Development pursuant to paragraph 9, Initial Secretary of State Review pursuant to paragraph 10 or Secretary of State approval pursuant to paragraph 13.2;
4. (d) the Urgent Progression Route in accordance with paragraph 14;
5. (e) the Housekeeping Progression Route in accordance with paragraph 15.

1.4. Role of BSCCo

1.4.1. Without prejudice to the generality of Part D, with respect to decisions and determinations to be made by a Relevant SSES Governance Group pursuant to this Part E, BSCCo shall:
1. (a) maintain a record and, where consistent with the confidentiality and security requirements of this SSES Governance Framework, publish such decisions and determinations; and
2. (b) undertake analysis, provide advice, and make recommendations to the Relevant SSES Governance Group in relation to such decisions and determinations.
1.4.2. Where this Part E refers to an SSES Governance Group preparing reports or other documentation, BSCCo shall prepare such drafts of those reports and documentation as requested by and for approval by the Relevant SSES Governance Group.
1.4.3. BSCCo shall publish any reports, guidance, clarification or other documentation approved for publication by a Relevant SSES Governance Group from time to time.
1.4.4. For each SSES Artefact, BSCCo shall maintain and publish an amendment record showing:
1. (a) the dates on which each SSES Artefact has been amended;
2. (b) where applicable, information on, or links to information on, the validity period(s) for particular SSES Artefacts, or versions of them, or the basis on which a version of an SSES Artefact may be in effect notwithstanding that a later version is in effect.

2. Secretary of State Powers

2.1. Directed Changes

2.1.1. The Secretary of State may:
1. (a) at any time direct that this SSES Governance Framework be amended;
2. (b) at any time during the transition phase, direct that any other SSES Managed Document be amended,
3. where, for the purposes of this Part E, the transition phase shall begin on the effective date of this SSES Governance Framework and shall end on 31 December 2029.
2.1.2. Prior to making such direction pursuant to paragraph 2.1.1, the Secretary of State shall inform, and seek views from, the Relevant SSES Governance Group.
2.1.3. In respect of a proposed direction by the Secretary of State, the Relevant SSES Governance Group shall:
1. (a) consult with any other impacted SSES Governance Groups;
2. (b) assess the proposed change in accordance with paragraph 9;
3. (c) engage with stakeholders in accordance with paragraph 11; and
4. (d) make a recommendation to the Secretary of State in accordance with paragraph 13.1.
2.1.4. In respect of a directed change to the SSES Governance Framework, the Panel may when it is the Relevant SSES Governance Group delegate any of the activities described in paragraph 2.1.3 to an SSES Governance Group.
2.1.5. Where the Secretary of State has given a direction pursuant to:
1. (a) paragraph 2.1.1(a), the SSES Governance Framework is amended in accordance with that direction and with effect from the effective date specified therein;
2. (b) paragraph 2.1.1(b), the SSES Managed Document is amended in accordance with that direction and with effect from the effective date specified therein.

3. Change Register

3.1. Establishment and Maintenance of SSES Change Register

3.1.1. BSCCo shall establish and maintain a register of all current and past Issues and Change Proposals, known as the SSES Change Register.
3.1.2. BSCCo shall determine the contents of the SSES Change Register.
3.1.3. BSCCo shall update the SSES Change Register at regular intervals, and no less frequently than monthly, so that, so far as is reasonably practicable, it remains accurate and up-to date and reflects the current status of each Issue and Change Proposal.
3.1.4. BSCCo shall publish the SSES Change Register.

4. Pre-Change Processes

4.1. Provision of advice and assistance

4.1.1. BSCCo shall provide advice and assistance to any Interested Person in connection with this SSES Change Procedure, consistent with its role of supporting the progression of Issues and Change Proposals. This will include providing:
1. (a) assistance with the development of Issues and Change Proposals and/or exploration of other possible means of addressing the issues raised;
2. (b) explanation of the operation and effect of this SSES Change Procedure; and
3. (c) acting as a ‘critical friend’ by providing constructive challenge, guidance, and support to Interested Persons throughout the SSES Change Procedure.

4.2. Issue Management Process

4.2.1 Where any person considers that there is a defect, issue or need for improvement in relation to the SSES Arrangements but the solution or appropriate next steps are uncertain (an “Issue”), the person may raise that Issue in accordance with paragraph 17.

5. Raising a Change Proposal

5.1. Eligibility and the SSES Change Distribution List

5.1.1. A proposal to change an SSES Managed Document may be submitted by any person.
5.1.2. BSCCo shall maintain a list for the purpose of notifying Interested Persons with updates about Change Proposals, issues, consultations, decisions, and other relevant information pursuant to Part E (the “SSES Change Distribution List”).
5.1.3. For the purposes of this Part E an Interested Person means any person who has registered an interest in Change Proposals or Issues with BSCCo and each of the following (who shall not be required to register an interest with BSCCo):
1. (a) an SSES Participant;
2. (b) an SSES Governance Group;
3. (c) the Secretary of State;
4. (d) the Authority;
5. (e) a Citizens Advice and Consumer Scotland;
6. (f) OPSS.
5.1.4. Any Interested Person may request to be added to, or removed from, the SSES Change Distribution List in accordance with guidance issued by BSCCo from time to time. Each Interested Person shall be responsible for ensuring that its contact details are correctly registered on, and kept up to date in, the SSES Change Distribution List.
5.1.5. BSCCo may remove any Interested Person, other than a person listed in paragraph 5.1.3, from the SSES Change Distribution List where it reasonably believes that the person’s interest in the SSES Arrangements has ceased and where BSCCo has attempted to contact them and they have not responded within a reasonable time.

5.2. Submitting a Change Proposal

5.2.1. In order to raise a Change Proposal, a person must submit a draft of it to BSCCo in the prescribed form described in this paragraph 5.2 (a Draft Change Proposal).
5.2.2. BSCCo shall from time to time publish a prescribed form for submitting a Draft Change Proposal on the BSC Website. The prescribed form must require the provision of:
1. (a) the information equivalent to that required in Change Proposal Form as set out in BSCP40 from time to time;
2. (b) any further information that an SSES Governance Group may require.
5.2.3. A Draft Change Proposal is accepted where it has been submitted in accordance with this paragraph 5.2 and not refused under paragraph 5.3. An accepted Draft Change Proposal will be a Change Proposal and the Interested Person who has submitted it shall be the Proposer.
5.2.4. BSCCo shall publish each Change Proposal that has been accepted.

5.3. Refusal of a Draft Change Proposal

5.3.1. BSCCo may refuse the submission of a Draft Change Proposal where:
1. (a) the Proposal Form does not contain the information required by paragraph 5.2;
2. (b) in the opinion of BSCCo, the Draft Change Proposal does not have a reasonable prospect of being approved; or
3. (c) the Draft Change Proposal has substantially the same effect as a Change Proposal that has been rejected, pursuant to paragraph 9, within the last six months (except in cases where the Draft Change Proposal is being submitted to directly address the reasons for that rejection).
5.3.2. Where BSCCo has refused a Draft Change Proposal pursuant to paragraphs 5.3.1(a) or (b) it shall:
1. (a) provide the person who submitted the Draft Change Proposal (the “Submitter”) with the reasons for the refusal; and
2. (b) work with the Submitter to address the reasons for the refusal and re-submit the revised Draft Change Proposal.
5.3.3. Where a Draft Change Proposal is re-submitted and the Submitter has not satisfactorily addressed the reasons for the refusal, BSCCo may refuse the Draft Change Proposal and BSCCo shall inform the Relevant SSES Governance Group(s).
5.3.4. The Submitter may appeal, in accordance with paragraph 5.3.5, the decision of BSCCo to refuse a Draft Change Proposal:
1. (a) in respect of a decision to refuse for a reason specified in paragraph 5.3.1(a) or (b), where BSCCo has refused a re-submitted Draft Change Proposal pursuant to paragraph 5.3.3; or
2. (b) in respect of a decision to refuse for a reason specified in paragraph 5.3.1(c), where BSCCo has refused a Draft Change Proposal pursuant to paragraph 5.3.1.
5.3.5. An appeal pursuant to paragraph 5.3.4 shall be to the Relevant SSES Governance Group and shall be determined in accordance with Part A paragraph 1.6.

6. Withdrawals

6.1 Withdrawing a Change Proposal

6.1.1. A Proposer may withdraw their support for a Change Proposal on notice to BSCCo at any time prior to the publication of the Final Report.
6.1.2. BSCCo shall promptly notify Interested Persons and the Relevant SSES Governance Group of a Proposer withdrawing support for a Change Proposal.
6.1.3. Any Interested Person may adopt the Change Proposal by notifying BSCCo in writing within 5 Working Days of BSCCo’s notice under paragraph 6.1.2, and, at the direction of the Relevant SSES Governance Group, BSCCo shall adopt a Change Proposal that would otherwise be withdrawn.
6.1.4. Any person who adopts a Change Proposal pursuant to paragraph 6.1.3 shall be the Proposer of it.
6.1.5. Any Change Proposal shall be withdrawn if it has not been adopted by another Proposer pursuant to paragraph 6.1.3.

7. Variations

7.1 Variations to the Proposed Solution and Alternatives

7.1.1. The Proposer shall retain control of the Proposed Solution and no variations may be made to the Proposed Solution without the Proposer’s approval. The Proposer may approve a variation to the Proposed Solution at any time prior to the completion of a Final Report under paragraph 12. Any variation to the Proposed Solution must address the same issue or matter identified in the Change Proposal.
7.1.2. Subject to paragraph 7.1.3, the Relevant SSES Governance Group may raise one or more Alternative Solution(s) where the Relevant SSES Governance Group considers that there is more than one variation to an SSES Managed Document that could achieve the purpose of the Change Proposal (and, for any such variation, that it would better facilitate the achievement of the SSES Change Objectives). In determining whether to raise one or more Alternative Solutions, the Relevant SSES Governance Group shall take into account the views of any Interested Persons.
7.1.3. No more than three Alternative Solutions, in addition to the Proposer’s Proposed Solution, may be raised.

8. Initial Assessment of a Change Proposal

8.1. Initial assessment

8.1.1. For each Change Proposal accepted under paragraph 5.2, the Relevant SSES Governance Group shall undertake an initial assessment in accordance with this paragraph 8.

8.2. No Change

8.2.1. The Relevant SSES Governance Group may determine not to progress a change where:
1. (a) in the opinion of the Relevant SSES Governance Group a Change Proposal does not have a reasonable prospect of being approved, in which case the process described in paragraph 5.3.2 to 5.3.4 (inclusive) shall apply in respect of the Change Proposal (where references to BSCCo shall be deemed to be references to the Relevant SSES Governance Group and references to the Draft Change Proposal shall be references to the Change Proposal); and/or
2. (b) in the opinion of the Relevant SSES Governance Group, no change is required and the issue identified in the Change Proposal can be satisfactorily addressed without changing any SSES Artefacts.
8.2.2. Where the Relevant SSES Governance Group determines that no change is required it may also determine that the publication of new or updated guidance, clarifications or other form of publication would address the issue raised in the Change Proposal.
8.2.3. The Proposer may appeal the decision that no change is required to the Secretary of State in accordance with Part A paragraph 1.6.

8.3. Change to a Code Subsidiary Document

8.3.1. Where a Change Proposal has an impact on an SSES Artefact that is a Code Subsidiary Document, the change to the Code Subsidiary Document must be raised and progressed in accordance with BSCP40.

8.4. Change to an SSES Managed Document

8.4.1. Where the Relevant SSES Governance Group determines that a Change Proposal would, if approved, result in a change to an SSES Managed Document, it shall further:
1. (a) determine whether any other SSES Managed Documents are impacted;
2. (b) where the Relevant SSES Governance Group considers it appropriate, seek the views of the other SSES Governance Group and/or the Panel;
3. (c) determine whether there are any cross-code impacts; and
4. (d) determine the Progression Route for the Change Proposal.
8.4.3. Where the Relevant SSES Governance Group has determined, pursuant to paragraph 8.4.1(d), that the Progression Route for the Change Proposal is either the Standard Route or, subject to paragraph 8.4.3, the Simple Change Route then the Relevant SSES Governance Group shall follow the steps set out in the relevant column below (where the requirements for each step are as described in this Part E):

	Category 1 Document: Simple Change Route	Category 1 Document: Standard Route	Category 2 Document: Simple Change Route	Category 2 Document: Standard Route
SSES Governance Group Initial Assessment	X Paragraph 8	X Paragraph 8	X Paragraph 8	X Paragraph 8
SSES Governance Group Development and Assessment	-	X Paragraph 9.1	-	X Paragraph 9.1
Initial Report	-	X Paragraph 9.2	-	X Paragraph 9.2
Initial Secretary of State Review	X Paragraph 10	X Paragraph 10	-	-
Stakeholder Engagement	X Paragraph 11	X Paragraph 11	X Paragraph 11	X Paragraph 11
Final Report	X Paragraph 12	X Paragraph 12	X Paragraph 12	X Paragraph 12
SSES Governance Group Decision	-	-	X Paragraph 13.1.1(b)	X Paragraph 13.1.1(b)
SSES Governance Group Recommendation	X Paragraph 13.1.3(a)	X Paragraph 13.1.3(a)	-	-
Secretary of State Decision	X Paragraph 13.2	X Paragraph 13.2	-	-

8.4.4. The Relevant SSES Governance Group may determine that a Change Proposal shall follow the Simple Change Route where the Proposed Solution (including any amendments to impacted SSES Managed Documents) is sufficiently clear and complete that it needs no further development or assessment by the Relevant SSES Governance Group pursuant to paragraph 9 (but without prejudice to the determination(s) to be made under paragraph 13).
8.4.5. Where the Relevant SSES Governance Group has determined that a Change Proposal shall follow the Simple Change Route:
1. (a) where BSCCo has already prepared a draft Initial Report, the Relevant SSES Governance Group may approve that draft Initial Report (including by making any initial determinations required pursuant to paragraph 9.2.2); or
2. (b) BSCCo shall, on behalf of the Relevant SSES Governance Group, prepare an Initial Report in accordance with paragraph 9.2 for approval by the Relevant SSES Governance Group in accordance with the Change Proposal Timetable,
3. provided that an Initial Report prepared in respect of a Change Proposal following the Simple Change Route will not be required to include the matters referred to in paragraph 9.2.1(e) which only relate to Change Proposals that have been subject to Relevant SSES Governance Group Development pursuant to paragraph 9.1.
8.4.6. For each Change Proposal, BSCCo shall publish the Progression Route determined by the Relevant SSES Governance Group.
8.4.7. In respect of a Category 1 Document, the Secretary of State may, within 10 Working Days of such publication, direct that a Change Proposal follows a different Progression Route from that determined by the Relevant SSES Governance Group.
8.4.8. In respect of a Category 2 Document, any Interested Person and the Proposer (if not an Interested Person) may appeal the Progression Route determined by the Relevant SSES Governance Group to the Secretary of State in accordance with Part A paragraph 1.6.

8.5. Change Proposal Timetable

8.5.1. For each Change Proposal, the Relevant SSES Governance Group shall also determine a timetable for progressing the Change Proposal through the relevant Progression Route which shall take into account:
1. (a) the complexity, importance and urgency of the Change Proposal;
2. (b) where there is a Linked Change (as defined in paragraph 8.5.4), the process and timescales related to the Linked Change(s) (so that, where applicable, the SSES Change Procedures and timescales are aligned to the Linked Change),
3. (the “Change Proposal Timetable”).
8.5.2. The Relevant SSES Governance Group may at its own discretion, or shall where directed by the Secretary of State, make amendments to the Change Proposal Timetable from time to time taking into account the factors set out in paragraph 8.5.1.
8.5.3. Subject to paragraph 8.5.2, the Relevant SSES Governance Group shall undertake each activity required by the applicable Progression Route in accordance with the Change Proposal Timetable.
8.5.4. For the purposes of this Part E, a Linked Change means a change to:
1. (a) an SSES Managed Document for which there is a different Relevant SSES Governance Group;
2. (b) a Code Subsidiary Document which is an SSES Artefact; and/or
3. (c) any change to the BSC or any other Industry Code, in each case that is required as a consequence of a Change Proposal or where the Change Proposal is being proposed as a consequence of a Linked Change.

9. SSES Governance Group Development

9.1. Development and Assessment

9.1.1. For each Change Proposal that is subject to the Standard Progression Route, the Relevant SSES Governance Group shall:
1. (a) subject to paragraph 7.1.1, develop the Proposed Solution (including proposed amendments to SSES Managed Documents) in order to address the issue identified in the Change Proposal;
2. (b) consider, and where appropriate develop, any Alternative Solutions that would also address the issue identified in the Change Proposal;
3. (c) where appropriate, engage with the other SSES Governance Group(s) and, in relation to this SSES Governance Framework, the Panel and/or the Industry Code Managers of other impacted Industry Codes (as applicable);
4. (d) undertake any further impact assessments that the Relevant SSES Governance Group considers necessary in order to determine, among other things, the impacts (including impacts on consumers), costs and benefits associated with the Change Proposal.
9.1.2. In undertaking this review, the Relevant SSES Governance Group may:
1. (a) establish sub-groups comprised of subject matter experts (who need not be members of the Relevant SSES Governance Group) to undertake any of the activities described in paragraph 9.1.1;
2. (b) engage with Interested Persons in such manner as the Relevant SSES Governance Group sees fit;
3. (c) engage the services of such consultants or advisers as the Relevant SSES Governance Group considers necessary.
9.1.3. As part of each review pursuant to this paragraph 9.1, BSCCo shall prepare, for the approval of the Relevant SSES Governance Group, an Initial Report in accordance with paragraph 9.2.

9.2. Initial Report

9.2.1. For each Change Proposal, the Initial Report shall set out:
1. (a) a description and analysis of the Change Proposal (including the Proposed Solution and any Alternative Solutions);
2. (b) draft amendments to the impacted SSES Managed Documents;
3. (c) the impacts of the Change Proposal on the SSES Arrangements and SSES Participants, the estimated costs of implementation and any ongoing costs;
4. (d) the impact on other SSES Managed Documents, Code Subsidiary Documents and/or other Industry Codes, and how these impacts will be addressed;
5. (e) where a Change Proposal has been subject to Relevant SSES Governance Group Development pursuant to paragraph 9:
  1. (i) a summary of the views of the Relevant SSES Governance Group and any sub-group in relation to the development and assessment of the Proposed Solution and any Alternative Solutions;
  2. (ii) a summary of the views of any Interested Person with whom the Relevant SSES Governance Group has engaged pursuant to paragraph 9.1.2(b)
  3. (iii) a summary of any analysis or advice provided by consultants or advisers pursuant to paragraph 9.1.2(c);
6. (f) in accordance with paragraph 9.2.2, the Relevant SSES Governance Group’s initial view with respect to the Proposed Solution and any Alternative Solution;
7. (g) the proposed Change Proposal Effective Date.
9.2.2. For the purposes of paragraph 9.2.1 (f), the Relevant SSES Governance Group shall determine its initial view, which shall be:
1. (a) in respect of a Category 1 Document, on the basis of the matters set out in paragraph 9.2.3, a proposed recommendation to be submitted, as part of the Initial Report, to the Secretary of State for initial review pursuant to paragraph 10;
2. (b) in respect of a Category 2 Document, on the basis of the matters set out in paragraph 9.2.3, a proposed initial decision to be included in an Initial Report for the purposes of stakeholder engagement pursuant to paragraph 11.
9.2.3. The matters referred to in paragraph 9.2.2 are the Relevant SSES Governance Group’s initial view on whether (or which of) the Proposed Solution and any Alternative Solution better facilitates the SSES Change Objectives (which determination shall be on the same basis as set out in paragraph 13.1.2).

10. Secretary of State’s Initial Review

10.1. Secretary of State’s Initial Review of a Change Proposal

10.1.1. For each Change Proposal that is following the Category 1 Standard Route or the Category 1 Simple Change Route, the Relevant SSES Governance Group shall submit the Initial Report to the Secretary of State in accordance with the Change Proposal Timetable.
10.1.2. For each Change Proposal submitted to the Secretary of State pursuant to paragraph 10.1.1, the Secretary of State may if they consider it appropriate:
1. (a) provide an initial view on whether a Change Proposal is likely to be approved; and/or
2. (b) request that the consultation on the Initial Report under paragraph 11 seeks further information that would support the Secretary of State’s final decision.
10.1.3. The Secretary of State may if they wish provide its initial view(s) and consultation questions, if any, at the meeting of an SSES Governance Group when the Initial Report is considered.
10.1.4. Following the Secretary of State’s initial review, the Relevant SSES Governance Group shall amend the Initial Report in order to reflect the initial views, if any, of the Secretary of State and to include any consultation questions requested by the Secretary of State.

11. Stakeholder Engagement

11.1. Change Proposal Consultation

11.1.1. BSCCo shall, on behalf of the Relevant SSES Governance Group, publish each Initial Report for consultation with Interested Persons.
11.1.2. The commencement and duration of the consultation shall be as specified in the Change Proposal Timetable.

12. Final Report

12.1. Final Report Produced by an SSES Governance Group

12.1.1. Following the consultation pursuant to paragraph 11, the Relevant SSES Governance Group shall:
1. (a) consider the responses to the consultation and determine what changes, if any, it wishes to make (beyond those required under paragraph (c)) to the matters set out in the Initial Report;
2. (b) make (in place of its initial view under paragraph 9.2.2) the determinations required by paragraph 13.1;
3. (c) instruct BSCCo to prepare (or, where BSCCo has already prepared a draft final version, the Relevant SSES Governance Group may approve or instruct BSCCo to amend) a final version of the Initial Report which shall, in addition to the matters required by paragraph 9.2, include:
  1. (i) a report on the outcome of the consultation, setting out a summary of the consultation submissions and the Relevant SSES Governance Group’s response to such submissions;
  2. (ii) the Relevant Governance Group’s determination pursuant to paragraph 13.1 including its rationale, (the “Final Report”).
12.1.2. Any changes (to the matters set out in the Initial Report) made after consultation shall be documented in the Final Report. The Relevant SSES Governance Group may decide to re-issue the Final Report for further consultation if it considers that any material changes to the Change Proposal are required in response to the consultation, in which case paragraph 12.1.1 shall apply in relation to that further consultation.
12.1.3. BSCCo shall notify Interested Persons and publish the Final Report.

13. Change Proposal Determinations

13.1. SSES Governance Group Determination

13.1.1. In respect of each Final Report, the Relevant SSES Governance Group shall determine:
1. (a) in respect of a change to a Category 1 Document, whether to recommend to the Secretary of State that the Change Proposal be approved or rejected;
2. (b) in respect of a change to a Category 2 Document, whether the Change Proposal is approved or rejected, in both cases being a determination as to whether (and, if so, which of) the Proposed Solution and any Alternative Solution better facilitates the SSES Change Objectives (which determination shall be on the basis of the matters set out in paragraph 13.1.2).
13.1.2. The matters referred to in paragraph 13.1.1 are the Relevant SSES Governance Group’s determination on whether or not:
1. (a) the Proposed Solution would, as compared with the existing provisions of the impacted SSES Managed Document(s), better facilitate achieving the SSES Change Objectives; and
2. (b) any Alternative Solution (if applicable) would, as compared with the existing provisions of the impacted SSES Managed Document(s), better facilitate the achievement of the SSES Change Objectives than the Proposed Solution.
13.1.3. Where a Change Proposal relates to both Category 1 Documents and Category 2 Documents the Relevant SSES Governance Group may:
1. (a) make its determination with regard to the latter conditional on the Secretary of State’s determination with regard to the former; and/or
2. (b) with the approval of the Secretary of State, develop the latter (in accordance with this SSES Change Management Procedure) after the Secretary of State has made its determination.
13.1.4. With respect to a change to a Category 2 Document, an Interested Person may appeal the determination by the Relevant SSES Governance Group to the Secretary of State in accordance with Part A paragraph 1.6.

13.2. Secretary of State Determination

13.2.1. In the case of a change to a Category 1 Document, the Secretary of State shall determine whether or not:
1. (a) the Proposed Solution would, as compared with the existing provisions of the impacted SSES Managed Document, better facilitate the achievement of the SSES Change Objectives; and
2. (b) any Alternative Solution (if applicable) would better facilitate the achievement of the SSES Change Objectives than the Proposed Solution,
3. in each case, taking into account and subject to any applicable statutory objectives and duties of the Secretary of State, and shall approve or reject the Proposed Solution or an Alternative Solution accordingly.
13.2.2. Where the Secretary of State considers that they are unable make a determination in relation to a Change Proposal submitted to them then they may require the Relevant SSES Governance Group to take any additional step that the Secretary of State considers necessary in order to enable it to make such a determination (including drafting amendments to the impacted SSES Managed Documents, revising the proposed implementation timetable, and/or revising or providing additional analysis and/or information). Where the Secretary of State issues a direction to the Relevant SSES Governance Group pursuant to this paragraph 13.2:
1. (a) the recommendation of the Relevant SSES Governance Group in respect of the Change Proposal shall lapse;
2. (b) the Relevant SSES Governance Group shall revise the Change Proposal Timetable;
3. (c) BSCCo shall update the Change Register to record the status of the Change Proposal; and
4. (d) the Relevant SSES Governance Group shall:
  1. (i) consider the matters raised by the Secretary of State (and in so doing, may reconvene any sub-groups which considered the Change Proposal and instruct BSCCo to conduct such further consultation as may be necessary or appropriate);
  2. (ii) prepare a revised Final Report (including, where applicable, amending the impacted SSES Managed Documents);
  3. (iii) re-submit the Final Report to the Secretary of State for determination pursuant to paragraph 13.2.1.

14. Urgent Changes

14.1. Urgent Change Proposals

14.1.1. Where a Proposer has requested that a Draft Change Proposal be treated as an Urgent Change Proposal or where the Relevant SSES Governance Group considers a Change Proposal to be urgent (in each case based on the criteria for code modification urgency published by the Authority from time to time), the Relevant SSES Governance Group shall:
1. (a) ask the Secretary of State whether the Change Proposal should be treated as an Urgent Change Proposal;
2. (b) propose a timetable for progressing the Urgent Change Proposal.
14.1.2. A Change Proposal shall only be an Urgent Change Proposal where:
1. (a) the Secretary of State directs the Relevant SSES Governance Group to treat the Change Proposal as an Urgent Change Proposal (whether following a referral by the Relevant SSES Governance Group pursuant to paragraph 14.1.1, or at the Secretary of State’s own initiative); and
2. (b) the Secretary of State direction includes a timetable for progressing the Urgent Change Proposal.
14.1.3. An Urgent Change Proposal shall be progressed:
1. (a) in accordance with the timetable specified by the Secretary of State, and the Relevant SSES Governance Group shall not be entitled to vary such timetable without the Secretary of State’s approval; and
2. (b) with such modifications of the Progression Route as appear to Secretary of State to be necessary or expedient in a particular case, as the Secretary of State may direct (having consulted with the Relevant SSES Governance Group).

15. Housekeeping Changes

15.1. Housekeeping Change Proposals

15.1.1. A Housekeeping Change Proposal is a Change Proposal that is required to correct a manifest error, minor error, inconsistency or factual change including:
1. (a) updating names or addresses listed in an SSES Managed Documents;
2. (b) correcting minor typographical errors or grammatical errors;
3. (c) correcting formatting and consistency errors, such as paragraph numbering
4. (d) updating out of date references to other documents or paragraphs.
15.1.2. A Housekeeping Change Proposal shall follow the Simple Change Route provided that:
1. (a) Housekeeping Change Proposals relating to Category 1 Documents shall not be subject to Secretary of State initial review pursuant to paragraph 10 or determination under paragraph 13.2;
2. (b) there shall be no requirement to undertake a consultation pursuant to paragraph 11;
3. (c) the Relevant SSES Governance Group shall, subject to paragraph 15.1.3, make its determination pursuant to paragraph 13.1 as part of its initial assessment pursuant to paragraph 8;
4. (d) BSCCo shall publish the Relevant SSES Governance Group’s determination under paragraph 15.1.2(c) within 1 Business Day of that determination;
5. (e) in respect of a Housekeeping Change Proposal, the Initial Report shall also be deemed to be the Final Report; and
6. (f) the objection process set out in paragraph 15.1.3 shall apply to Housekeeping Change Proposals.
15.1.3. In respect of a Housekeeping Change Proposal:
1. (a) such Housekeeping Change Proposal determination shall have a Change Proposal Effective Date that is 15 Business Days after BSCCo’s publication of the Relevant SSES Governance Group’s determination pursuant to paragraph 15.1.2(d);
2. (b) any Interested Person may object to the determination of the Relevant SSES Governance Group to progress the Change Proposal as a Housekeeping Change Proposal by providing notice (and supporting rationale) to BSCCo at any point prior to the Change Proposal Effective Date;
3. (c) where the Group Secretary has received such an objection:
  1. (i) BSCCo shall notify the Relevant SSES Governance Group and all Interested Persons;
  2. (ii) the Change Proposal shall cease being treated as a Housekeeping Change Proposal and the Relevant SSES Governance Group shall determine an alternative Progression Route for the Change Proposal taking into consideration the rationale provided pursuant to paragraph 15.1.3(b).

16. Effective Date

16.1 How Change Proposals come into Effect

16.1.1. Change Proposals that are approved pursuant to paragraph 13 or 15 shall come into effect on the Change Proposal Effective Date specified in the Final Report and approved in accordance with paragraph 13 or 15.
16.1.2. Following the approval of a Change Proposal pursuant to paragraph 13 or 15, BSCCo shall ensure that, on or before the Change Proposal Effective Date, all impacted SSES Managed Documents are updated and published stating the Change Proposal Effective Date.
16.1.3. At any time before the Change Proposal Effective Date, such Change Proposal Effective Date may be changed at the direction of the Secretary of State or with the approval of:
1. (a) in respect of Category 1 Documents, the Secretary of State;
2. (b) in respect of Category 2 Documents, the Relevant SSES Governance Group.

17. Issue Management Process

17.1. Establishment of Issue Management Process

17.1.1. The Technical Governance Group shall, and the Security Governance Group may, establish a process that allows Issues to be raised by any person in relation to the matters that are within the scope of that SSES Governance Groups role and functions, and for the SSES Governance Group to evaluate such Issues and make recommendations. Each such process (as amended from time to time by the SSES Governance Group that established it) shall be an Issue Management Process.
17.1.2. The provisions of this paragraph 17 shall apply to the Security Governance Group only where it has decided to establish an Issue Management Process.
17.1.3. Each SSES Governance Group shall ensure that its Issue Management Process:
1. (a) incorporates the requirements of this paragraph 17;
2. (b) has regard to issue management processes established under Industry Codes in respect of arrangements under those Industry Codes that are related, or equivalent to, the SSES Arrangements.
17.1.4. An SSES Governance Group shall comply with its Issue Management Process.
17.1.5. BSCCo shall publish the latest version of each Issue Management Process on the BSC Website.

17.2. Raising Issues

17.2.1. Any person may raise an Issue by submitting a draft Issue to BSCCo in accordance with paragraph 17.2.2.
17.2.2. BSCCo shall from time to time publish a prescribed form for submitting a draft Issues on the BSC Website. The prescribed form must require the provision of:
1. (a) information equivalent to that required in Issue Form as set out in BSCP40 from time to time;
2. (b) for each Issue Management Process, any further information that an SSES Governance Group may require,
3. (the “SSES Issue Form”).
17.2.3. BSCCo shall publish accompanying guidance on the BSC Website.
17.2.4. A draft Issue is accepted where it has been submitted in accordance with this paragraph 17.2 and not refused pursuant to paragraph 17.2.5.
17.2.5. The provisions of paragraph 5.3 shall apply to the refusal of issues, provided that:
1. (a) references to a Proposal Form and Draft Change Proposal shall be treated as references to an SSES Issue Form (and the draft Issue respectively); and
2. (b) the only grounds for refusal are those referred to in paragraph 5.3.1(a) or (c).
17.2.6. BSCCo shall publish each Issue that has been accepted.

17.3. Assessment by SSES Governance Group

17.3.1. BSCCo shall refer the accepted Issue to the SSES Governance Group.
17.3.2. The SSES Governance Group shall evaluate the Issue in order to:
1. (a) develop possible solutions to the Issue;
2. (b) assess the extent to which any such possible solutions should be progressed through:
  1. (i) changes to SSES Artefacts; or
  2. (ii) the SSES Governance Group producing or amending, or recommending to the Secretary of State that they produce or amend, new or updated guidance or clarifications;
3. (c) determine that no further action is required; or
4. (d) evaluate or determine any other matter specified in the applicable Issue Management Process.
17.3.3. In respect of an SSES Governance Group’s evaluation of an Issue, the SSES Governance Group may:
1. (a) seek the views of the other SSES Governance Group and/or the Industry Code Managers of other impacted Industry Codes;
2. (b) consult with Interested Persons;
3. (c) engage with such other persons, or categories of person, as may be specified in the Issue Management Process.

17.4. SSES Issue Report

17.4.1. BSCCo shall prepare a report, for approval by the SSES Governance Group describing:
1. (a) the Issue;
2. (b) the views, analysis or assessment undertaken by the SSES Governance Group in respect of the Issue;
3. (c) any other views, analysis or assessment obtained pursuant to paragraph 17.3.3;
4. (d) the SSES Governance Group’s recommendations in respect of the matters referred to in paragraph 17.3.2;
5. (e) any other matters required in the relevant Issue Management Process or specified by the SSES Governance Group,
6. (the “SSES Issue Report”).
17.4.2. BSCCo shall publish the SSES Issue Report.
17.4.3. Where the SSES Governance Group has included, in an SSES Issue Report, a recommendation that an SSES Artefact is changed, any person may submit that change as a Draft Change Proposal pursuant to paragraph 5.2 (but no person shall be obliged to do so).

Question 7

Part F: Definitions and Interpretations

Accepted Answer

1. Definitions

In this SSES Governance Framework, except where the context otherwise requires, each expression in the left hand column of the table below shall have the meaning given in the same row of its right hand column.

Expression	Meaning
Act	the Electricity Act 1989.
Affiliate	in relation to any SSES Participant, any holding company of that SSES Participant, any subsidiary of that SSES Participant or any subsidiary of a holding company of that SSES Participant, in each case within the meaning of section 1159 of the Companies Act 2006.
Alternate	the meaning given to that term in Part B paragraph 6.12.1.
Alternative Solution	with respect to a Change Proposal, an alternative solution developed pursuant to Part E paragraph 7.
Authority	the Gas and Electricity Markets Authority.
Bilateral Agreement	a bilateral agreement between BSCCo and an SSES Participant that is not a Party substantially in the form of the bilateral agreement in the Annex to Part A of this SSES Governance Framework.
BSC or Balancing and Settlement Code	the electricity industry code of that name under which this SSES Governance Framework has been established.
BSCP40	the procedure of that name relating to change management that is given effect by the Balancing and Settlement Code, as amended from time to time.
Category 1 Document	an SSES Managed Document which requires approval from the Secretary of State to be amended.
Category 1 Simple Change Route	the meaning given to that term in Part E paragraph 1.3.1(b)(ii).
Category 1 Standard Route	the meaning given to that term in Part E paragraph 1.3.1(b)(i).
Category 2 Document	an SSES Managed Document which does not require approval from the Secretary of State to be amended.
Category 2 Simple Change Route	the meaning given to that term in Part E paragraph 1.3.1(c)(ii).
Category 2 Standard Route	the meaning given to that term in Part E paragraph 1.3.1(b)(i).
Change Proposal	a proposal to change an SSES Managed Document that has been accepted in accordance with Part E paragraph 5.2. Any reference to a Change Proposal shall include both the issue or other matter in respect of which change is proposed and the proposed solution to that issue or matter.
Change Proposal Effective Date	the date with effect from which a Change Proposal (if approved) is to become effective.
Change Proposal Timetable	the meaning given to that term in Part E paragraph 8.5.1.
Classified Information Category	the meaning given to that term in Part A paragraph 1.11.2.
Code Subsidiary Document	the meaning given to that term in the BSC.
Companion Specification	the consumer-led flexibility companion specification established by the Secretary of State that is to be referred to in regulations made under section 240(1) of the Energy Act 2023 and adopted by the Technical Governance Group, as amended from time to time.
Competent Authority	the meaning given to that term in the BSC.
CLF Sector	the organisations, including Prospective Load Control Licensees, ESA Providers, Distribution Companies and NESO involved in the provision and/or facilitation of consumer-led flexibility.
Consumer Member	a Group Member of the Technical Governance Group appointed by Citizens Advice or Consumer Scotland in accordance with Part B, paragraph 6.6.
Distribution Company	the holder of a distribution licence as defined in section 6(1)(c) of the Act.
Draft Change Proposal	a proposal submitted in accordance with Part E paragraph 5.2 that has not been accepted in accordance with that paragraph.
Elected Group Member	a Group Member that has been elected by the relevant Participant Category.
Energy Smart Appliance or ESA	energy smart appliances of a description for which provision is made in energy smart regulations (as defined in section 238(7) of the Energy Act 2023).
ESA Provider	a person that is subject to obligations in respect of ESAs under energy smart regulations (as defined in section 238(7) of the Energy Act 2023).
Final Report	the meaning given to that term in Part E paragraph 12.1.1.
Group Chair	the person appointed for the time being under Part B paragraph 6.3 as the chair of the Technical Governance Group or the Security Governance Group, as the context requires.
Group Member	a member for the time being of the Technical Governance Group or the Security Governance Group.
Group Secretary	the meaning given to that term in Part B paragraph 6.14.1.
Housekeeping Change Proposal	a Change Proposal that satisfies the criteria specified in Part E paragraph 15.
Housekeeping Progression Route	the Progression Route for Change Proposals that meet the Housekeeping Change Proposal criteria in Part E paragraph 15.
Industry Code	the meaning given to that term in the BSC.
Industry Code Manager	the meaning given to that term in the BSC.
Information Classification and Handling Policy	the meaning given to that term in paragraph 1.11.1.
Initial Report	the report prepared by the Relevant SSES Governance Group in accordance with Part E paragraph 9.2.1.
Interested Person	the meaning given to that term in Part E paragraph 5.1.3.
Issue	the meaning given to that term in Part E paragraph 4.2.1.
Issue Management Process	the procedure established by an SSES Governance Group pursuant to Part E paragraph 17.
SSES Issue Report	the meaning given to that term in Part E paragraph 17.4.1.
ISOP	the meaning given to that term in the BSC.
Legal Requirement	the meaning given to that term in the BSC.
Linked Change	the meaning given to that term in Part E paragraph 8.5.4.
Load Control	insofar as it relates to ESAs within the scope of energy smart regulations (as defined in section 238(7) of the Energy Act 2023), load control as defined in section 238(4) and (6) of the Energy Act 2023.
NESO	the meaning given to that in the BSC.
NCSC	the National Cyber Security Centre or any successor body that exercises functions previously exercised by the NCSC for the purposes of the SSES Arrangements.
Non-Voting Group Member	the Group Members identified in Part B paragraph 1.1.1 (In respect of the Technical Governance Group) and Part B paragraph 3.1.1 (in respect of the Security Governance Group), who are not entitled to vote on matters to be decided or determined by an SSES Governance Group.
OPSS	the Office for Product Safety and Standards or any successor Competent Authority that exercises the relevant functions and powers of the OPSS for the purposes of the SSES Arrangements.
Panel	the meaning given to that term in the BSC.
Participant Category	the meaning given to that term in the Annex to Part B paragraph 1.1.5.
Progression Route	the route by which a Change Proposal is to progress through the SSES Change Procedures.
Proposed Solution	with respect to a Change Proposal, the solution proposed by a Proposer.
Proposer	the meaning given to that term in Part E paragraph 5.2.3.
Prospective Load Control Licence	a licence expected to be granted to a Prospective Load Control Licensee.
Prospective Load Control Licensee	any person carrying on an activity within section 56FBA(2) of the Act.
Prospective Relevant Load Controller	any Prospective Load Control Licensee who is responsible for the control of an aggregate load of less than 300MW and is expected therefore to be required to be a party to and comply with the BSC as a condition of a Prospective Load Control Licence.
Recognised Standards Body	any Standards Body that is recognised in writing by the Secretary of State for the purposes of nominating Group Members to the Technical Governance Group.
Registration Form	the form that eligible persons must submit to BSCCo in order to become an SSES Participant in accordance with Part A paragraph 1.7.
Related Person	the meaning given to that term in the BSC.
Relevant SSES Governance Group	has the meaning given to that term in Part E paragraph 1.1.3.
Retirement Day	30 September in each calendar year, or such other date as the Panel may determine and publish, being the date on which the terms of office of Voting Group Members end in accordance with Part B paragraph 6.8.
Secretary of State	the meaning given to that term in Schedule 1 to the Interpretation Act 1978.
Security Governance Group or SGG	the SSES Governance Group established by the Panel pursuant to a direction from the Secretary of State under Section C18 of the BSC, the roles, duties and functions of which are set out in Part B paragraph 4 of this SSES Governance Framework.
Simple Change Route	the Progression Route for a Change Proposal that (a) the Relevant SSES Governance Group determines meets the criteria set out in Part E paragraph 8.4.3; and (b) is not an Urgent Change Proposal or a Housekeeping Change Proposal.
SSES Arrangements	the meaning given to that term in Section C18 of the BSC.
SSES Artefact Catalogue	the register of SSES Artefacts maintained pursuant to Part A paragraph 1.3.9.
SSES Artefacts	the specifications, guidance, standards and other documentation which have been, or will be, established through the processes described in Part A paragraph 1.3 of the SSES Governance Framework, including this SSES Governance Framework.
SSES Change Procedures	either BSCP40 or Part E of this SSES Governance Framework, as determined (in respect of any given SSES Artefact) in accordance with Part A and noted in the SSES Artefact Catalogue.
SSES Change Register	the register of Change Proposals established and maintained by BSCCo in accordance with Part E paragraph 3.
SSES Change Distribution List	the meaning given to that term in Part E paragraph 5.1.2.
SSES Governance Framework	the meaning given to that term in Section C18 of the BSC.
SSES Issue Form	the meaning given to that term in paragraph 17.2.2 of Part E.
SSES Governance Group	the meaning given to that term in Section C182(d) of the BSC.
SSES Governance Group Development	the process for developing and assessing Change Proposals that are subject to the Standard Progression Route, as set out in Part E paragraph 9.
SSES Managed Documents	any SSES Artefact referred to as a document otherwise given effect by the Code in Section C18 of the BSC including, this SSES Governance Framework.
SSES Participant	a person eligible within a category listed in Part A paragraph 1.7 of the SSES Governance Framework who has applied and is registered thereunder.
SSES Security Documents	the SSES Artefacts of the type referred to in Part B paragraph 4.1.2(b)(i) which shall be listed in the SSES Artefact Catalogue and in respect of which the Relevant SSES Governance Group is the Security Governance Group.
SSES Security Framework	the meaning given in Part B paragraph 4.1.1.
SSES Technical Documents	the SSES Artefacts listed in the SSES Artefact Catalogue in respect of which the Relevant SSES Governance Group is the Technical Governance Group.
SSES Technical Framework	the meaning given in Part B paragraph 2.2.1.
Standards Body	any standards body which is responsible for developing, maintaining, and promoting technical standards that are referred to in an SSES Artefact.
Standard Progression Route	the Progression Route for a Change Proposal that requires SSES Governance Group review pursuant to Part E.
Submitter	has the meaning given to that term in Part E paragraph 5.3.2.
Technical Governance Group or TGG	the SSES Governance Group established by the Panel pursuant to a direction from the Secretary of State under Section C18 of the BSC, the roles, duties and functions of which are set out in Part B paragraph 2 of the SSES Governance Framework.
Urgent Change Proposal	a Change Proposal that is determined to be urgent in accordance with Part E paragraph 14.
Urgent Progression Route	the Progression Route for Change Proposals where urgency has been approved in accordance with Part E.
Voting Group Member	the Group Members identified in Part B paragraph 1.1 (In respect of the Technical Governance Group) and Part B paragraph 3.1.1 (in respect of the Security Governance Group), who may exercise votes in any matter to be decided or determined by an SSES Governance Group.
Working Day	a day (other than a Saturday or a Sunday) on which banks are open in London for general interbank business.

2. Interpretation

2.1.1. In this SSES Governance Framework, unless the context requires otherwise, any reference to:
1. (a) a “person” includes a reference to an individual, a body corporate, an association, a partnership or a Competent Authority (as defined in the BSC);
2. (b) the singular includes the plural, and vice versa;
3. (c) a gender includes every gender;
4. (d) a Part or Annex is a reference (respectively) to the part of, or annex to, this SSES Governance Framework which bears the relevant letter, number or letter and number;
5. (e) a numbered paragraph is a reference to the paragraph of the Part or Annex in which such reference occurs;
6. (f) writing (or similar) includes all methods of reproducing words in a legible and non-transitory form (including email);
7. (g) a day, week or month is a reference (respectively) to a calendar day, a period of seven days or a calendar month;
8. (h) a time is a reference to that time in the UK;
9. (i) any statute or statutory provision includes any subordinate legislation made under it, any provision which it has modified or re-enacted, and any provision which subsequently supersedes or re-enacts it (with or without modification);
10. (j) an agreement, code, licence or other document is to such agreement, code, licence or other document as amended, supplemented, novated or replaced from time to time;
11. (k) an SSES Governance Group includes
  1. (i) in relation to any role, function or power which has been delegated by that SSES Governance Group, a reference to the sub-group to which such role, function and/or power has been delegated;
  2. (ii) in any other case, a reference to a sub-group only where the context admits.
2.1.2. The words “including” and “in particular” are to be construed without limitation.
2.1.3. The headings in this SSES Governance Framework are for ease of reference only and shall not affect its interpretation.
2.1.4. Where no time period is specified for performance of any obligation under this SSES Governance Framework, the obligation shall be performed as soon as reasonably practicable.

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Applies to England, Scotland and Wales

Part A: General

1. General

1.1. Background

1.2. SSES Governance Framework

1.3. Establishment of the SSES Arrangements

1.4. SSES Objectives

1.5. Secretary of State Powers

1.6. Appeals and Referrals

1.7. SSES Participants

1.8. Precedence

1.9. Transitional Provisions

1.10. Confidentiality: General

1.11. Information Classification

Annex – Bilateral Agreement

1. Interpretation

2. SSES Governance Framework

3. The BSC

4. Representations

5. Third Party Rights

6. Counterparts

7. Severability

8. Governing Law and Jurisdiction

Part B: SSES Governance Groups

1. Technical Governance Group

1.1. Technical Governance Group Composition and Membership

2. Powers, Duties and Functions of the Technical Governance Group

2.1. Duties and Functions

2.2. Powers

3. Security Governance Group Composition and Membership

3.1. Composition

4. Security Governance Group Duties, Powers and Functions

4.1. Security Governance Group Duties and Functions

4.2. Powers

5. Confidentiality and Information Management

5.1. Provisions relating specifically to the Security Governance Group

6. Governance: General Membership Provisions

6.1. General Membership

6.2. Delegation

6.3. Independent Group Chairs

6.4. Elected Group Members

6.5. NESO Group Members

6.6. Consumer Member

6.7. Non-Voting Group Members

6.8. Term of Office for Elected Group Members

6.9. Term of Office for Non-Elected Group Members

6.10. Duties of Group Chairs and Voting Group Members

6.11. Conflicts of Interest

6.12. Alternates

6.13. Deputy Group Chair

6.14. Group Secretary

6.15. Casual Vacancies

6.16. Indemnity

6.17. Expenses and Remuneration

7. Proceedings of SSES Governance Groups

7.1. Meetings

7.2. Urgent/Special Committee Meetings

7.3. Attendance by Non-Group Members

7.4. Quorum

7.5. Voting

7.6. Electronic Meetings

7.7. Minutes of Meetings

7.8. Papers

Annex to Part B: Nominations and elections

1. General

1.1. Introduction

1.2. Staggered Terms

2. Election Timetable

2.1. Establishment of election timetable

3. Eligibility to Vote

3.1. Organisations eligible to vote

3.2. Initial publication and annual update

4. Nominations

4.1. Eligibility criteria for candidates

4.2. Notification and opening of nomination window

4.3. Nomination Requirement

4.4. Assessment of nominations and appeals

5. Election Documents and Timetable

5.1. Election Pack