ACER Opinion 04-2026 on the draft updated statutory documents of the EU DSO entity

No 04/2026

OPINION

on the draft updated statutory documents of the EU DSO entity

12 March 2026

A C E R O P I N I O N N O 0 4 / 2 0 2 6

Executive summary

This Opinion, submitted to the European Commission, concerns draft updated statutory documents of the European entity for distribution system operators (EU DSO entity), revised to reflect the integration of natural gas and hydrogen distribution system operators as required by Regulation (EU) 2024/1789. ACER has assessed whether the proposed amendments comply with the applicable legal framework, and whether they ensure fair and balanced representation across electricity, gas and hydrogen sectors, support effective, transparent decision-making, and enable the EU DSO entity to perform its tasks efficiently in a cross-sectoral context. Overall, the proposed changes represent a reasonable adaptation of the governance framework to an expanded and more diversified membership and task set. In particular, the introduction of sectorspecific Councils, adjustments to Board composition and the revision of decision-making rules move the governance in the right direction. However, ACER identifies instances where the draft statutory documents fall short of the principal rules and procedures established in Article 54 of Regulation (EU) 2019/943. ACER also flags certain aspects for further improvement to strengthen governance in practice, such as clearer arrangements for joint decision-making, robust safeguards to preserve sustained sectoral balance over time and enhanced transparency and consistency in the organisation of technical work.

A C E R O P I N I O N N O 0 4 / 2 0 2 6

1. Background

1 The European entity for distribution system operators (EU DSO entity) was established in 2019 under Regulation (EU) 2019/943 on the internal market for electricity to enable cooperation among European electricity distribution system operators, promoting the completion and functioning of the internal electricity market, optimal management and a coordinated operation of distribution and transmission systems.

2 Regulation (EU) 2024/1789 on the internal markets for renewable gas, natural gas and hydrogen expanded the scope of the EU DSO entity to include distribution system operators operating a natural gas system and hydrogen distribution network operators (collectively ‘gas and hydrogen DSOs’). To this end, Article 40(3) of that Regulation requires the EU DSO entity to submit to the European Commission and to ACER draft updated statutory documents. This includes the articles of association (i.e. the statutes), a code of conduct, a list of registered members, draft updated rules of procedure, including rules of procedure on the consultation with stakeholders, and financing rules.

3 Pursuant Article 40(4) of Regulation (EU) 2024/1789, ACER is required to provide an Opinion to the European Commission on the draft updated statutory documents, after consulting organisations representing all stakeholders, in particular distribution system users, including customers.

4 This Opinion is based on Article 4(1) of Regulation (EU) 2019/942 read together with Article 40(4) of Regulation (EU) 2024/1789 and concerns the draft updated statutory documents of the EU DSO entity, submitted to ACER on 4 November 2025. ACER’s assessment is limited to the proposed amendments, considered both individually and in the context of the EU DSO entity’s existing statutory documents; a full review of the entire set of statutory documents is not part of the current review. The Opinion is addressed to the European Commission.

2. Procedure

5 On 4 November 2025, the EU DSO entity submitted to ACER the draft updated statutory documents.

6 On 19 November 2025, at ACER’s request, the EU DSO entity provided a revised membership list encompassing both current electricity DSO members as well as prospective gas and hydrogen DSO members.

7 Between 21 November and 19 December 2025, ACER consulted stakeholder organisations and received 12 responses from organisations across the electricity, gas, and hydrogen sectors.

8 On 24 February 2026, ACER’s Gas and Electricity Working Groups provided a joint advice, endorsing the proposed draft. A C E R O P I N I O N N O 0 4 / 2 0 2 6

3. Summary of the submission

10 The EU DSO entity submission consists of a submission letter and the following annexes: Annex 1 – draft updated Statutes Annex 2 – draft updated Rules of Procedure Annex 3 – draft updated Code of Conduct Annex 4 – draft updated Rules of Procedure on Consultations Annex 5 – draft List of Members featuring prospective gas and hydrogen DSO members Annex 6 – draft updated Financing Rules

11 The submission is complemented by a letter of support for the updated drafts, signed by four organisations representing gas DSOs: CEDEC, GD4S, EUROGAS, GEODE.

12 EU DSO entity proposes amendments in five main areas: • Board composition and representation; • Councils and internal governance structure; • Decision-making procedures; • Rules of procedure and conduct; • Budgetary and financial arrangements.

3.1.1. Board composition and representation

13 The revised Statutes maintain the two existing EU DSO entity governing bodies, i.e. the General Assembly (consisting of all Members) as the leading body of the EU DSO entity and the Board of Directors as its managing body. Separate electricity and gas/hydrogen Councils are introduced as additional internal organs to address sector-specific matters related to electricity and gas/hydrogen. (Gas and hydrogen are handled as one vector for all purposes, including representation, decision-making and financing.)

14 It is proposed that the Board of Directors is composed of up to [33 Directors], replacing the previous maximum of 27. Board seats are allocated between Electricity Directors (up to 21) and Gas/Hydrogen Directors (up to 12) and across three size categories defined on the basis of the number of connected customers:

15 Electricity Directors • Category 1 with fewer than 100 000 connected customers: Seven Directors; • Category 2 fewer than 1 million connected customers: Seven Directors; and • Category 3 with at least 1 million connected customers: Seven Directors.

16 Gas/hydrogen Directors • Category 1 with fewer than 100 000 connected customers: Four Directors; • Category 2 and fewer than 1 million connected customers: Four Directors; and • Category 3 with at least 1 million connected customers: Four Directors. Page 5 of 14 A C E R O P I N I O N N O 0 4 / 2 0 2 6

17 Starting after the second Board election following the integration of Gas/Hydrogen Members, the Statutes provide for a periodic reassessment of the allocation of Board seats between electricity and gas/hydrogen. This reassessment is triggered where either the average variation in the number of connected customers represented by Electricity Members or Gas/Hydrogen Members, compared to the first year of integration, exceeds 20%, or where Electricity Members or Gas/Hydrogen Members represent less than 60% of the total connected customers of electricity, gas and hydrogen DSOs in the EU. In such cases, the General Assembly is required to amend the composition of the Board, in accordance with the applicable voting rules, in order to reflect the revised representativeness of the Members.

18 The EU DSO entity has proposed to increase the maximum number of Directors per Member State from three to four.

3.1.2. Councils and internal governance structure

19 Separate Councils are established for electricity and for gas/hydrogen pursuant to Article 18 of the Statutes with a maximum of 39 members for each. The Councils are organs of the EU DSO entity and form part of the governance structure supporting the Board of Directors. Their role is to prepare proposals originating from Expert Groups and Task Forces and to provide sectorspecific input prior to their submission to the Board.

20 Each Council is composed of Board members, Board reserve list members and other participants appointed in accordance with the Rules of Procedure, with a view to ensuring appropriate representation of Members, technical expertise and continuity between preparatory work and Board-level decision-making. The Councils operate under the authority of the Board, which determines their composition, mandates and working arrangements.

21 Topics addressed within the Councils may be classified by the Board as single-vector or doublevector topics. For single-vector topics, the relevant Council prepares and endorses proposals within its respective energy vector. For double-vector topics, both the Electricity Council and the Gas/Hydrogen Council are involved in the preparation of proposals, which require endorsement by both Councils before being submitted to the Board. This structure is intended to support coordinated preparation across energy vectors while preserving sector-specific expertise. Final decision-making authority remains with the Board of Directors.

22 The Rules of Procedure set out qualitative appointment criteria for Council members, notably expertise and seniority, geographical balance and gender balance.

3.1.3. Decision-making procedures

23 Under the governance framework established by the Statutes, decision-making powers are allocated between the Board of Directors and the General Assembly according to the nature of the act concerned. The Board of Directors acts as the primary managing body of the EU DSO entity, and adopts decisions within its remit, applying the applicable decision-making procedures. The General Assembly exercises decision-making powers in strategic matters related to the activities of the EU DSO entity in the cases explicitly expressly provided for in the Statutes. It also formulates policy guidelines for the Board of Directors and may be required to adopt or endorse certain acts prepared by the Board, including network codes and related deliverables, in accordance with applicable Union law.

24 Decision-making within the Board follows a consensus-based approach. It is proposed that where consensus is not reached on joint electricity and gas/hydrogen topics, decisions are subject to a double vector majority. Under this mechanism, adoption requires a simple majority of votes cast within each energy vector.

25 The double vector majority is complemented by procedural rules applicable to topic allocation, voting and escalation. During the initial integration phase, all topics are subject to this decisionmaking framework. In accordance with Article 17.9 of the Statutes, the Board must review the A C E R O P I N I O N N O 0 4 / 2 0 2 6 application of this decision-making procedure on an annual basis, on the basis of a factual overview provided by the Secretariat and must decide whether to continue applying it. Where the Board decides not to continue its application, Board decisions will be governed by the standard decision-making procedures set out in Articles 17.4 to 17.8 of the Statutes, which only require a joint approval for those topics that are explicitly classified as joint (i.e. double-vector) topics, and for other areas only require the simple majority of votes from either the Electricity Directors or Gas/Hydrogen Directors.

3.1.4. Rules of procedure and conduct

26 The revised Rules of Procedure establish the possibility for the Councils, Expert Groups, the Country Expert Group and the Strategic Advisory Group to adopt their own Terms of References in order to regulate their internal procedures.

27 The revised Rules of Procedure on consultations extends the rules governing the scope, timing, duration and procedural steps of consultations, as well as the treatment of consultation responses and confidentiality requirements to consultations on gas and hydrogen topics.

28 The revised Code of Conduct is extended to apply its rules on rules on conflicts of interest, independence, compliance with competition law and handling of non-commercially sensitive information to Members, Observers and the Secretariat across all energy vectors.

3.1.5. Budgetary and financing arrangements

29 The revised Financing Rules maintain a fixed and a variable membership fee. The variable fee is based on the number of connected customers. The budget is structured by activity, distinguishing electricity-only, gas/hydrogen-only and joint (i.e. double-vector) activities.

30 The Statutes and the Financing Rules specify fixed-fee arrangements for entities active in both vectors and for affiliated electricity-gas DSOs. Associate Members and Third Country Partners are subject to reduced fees. The General Assembly approves the annual budget and membership fees.

31 For the integration phase of the new Members, the financing framework provides for a budget for gas and hydrogen related activities starting in 2026, including transitional arrangements and one time integration costs, subject to approval by the General Assembly based on the proposal submitted by the Board.

4. ACER assessment

4.1. General remarks

32 Article 54 of Regulation (EU) 2019/943 sets out the principal rules and procedures under which the EU DSO entity currently operates. These principal rules and procedures provide a legal framework governing the EU DSO entity that must be reflected in its statutory documents. In particular, Article 54 defines key rules and procedures for its principal decision-making bodies: the General Assembly and the Board of Directors, as well as for supporting structures, i.e. the Expert Groups (including the country expert group) and the Strategic Advisory Group.

33 Article 40 of Regulation (EU) 2024/1789 foresees changes to the principal rules and procedures for the EU DSO entity to enable the integration of gas and hydrogen DSOs. Article 40(1) provides that the principal rules and procedures set out in Article 54 of Regulation (EU) 2019/943 shall also apply to gas and hydrogen DSOs. Furthermore, Article 40(2) explicitly requires that the Strategic Advisory Group include representatives of associations representing European gas and A C E R O P I N I O N N O 0 4 / 2 0 2 6 hydrogen DSOs. Finally, Article 40(3), second subparagraph, establishes the principle of fair and balanced representation of all participating DSOs, including gas and hydrogen DSOs.

34 A literal reading of Article 40 of Regulation (EU) 2024/1789 would suggest that, except for the changes expressly specified in that Article, the rules and procedures set out in Article 54 of Regulation (EU) 2019/943 remain unchanged and continue to apply to the EU DSO entity following the integration of gas and hydrogen DSOs. In practice, however, and as explained in the sections that follow, it has proven very challenging for the EU DSO entity to comply fully with all requirements of Article 54 when governance is extended to cover electricity, gas and hydrogen under a single entity. Consequently, while the draft updated statutes incorporate most of the requirements of Article 54 correctly, several provisions are not fully reflected, as further detailed in the sections below.

35 ACER’s assessment of the statutory documents proceeds from a literal interpretation of Article 40 of Regulation (EU) 2024/1789. Within that framework, ACER's primary focus is whether the principle of fair and balanced representation is ensured and whether the principal rules and procedures from Article 54 are preserved. ACER has identified four specific instances where the requirements of Article 54 appear not to be met. Given the practical difficulties of a strict literal application of this Article, ACER has also examined how each of these instances affects the principle of fair and balanced representation and how the resulting governance arrangements compare with those that would arise if the relevant Article 54 requirement were fully implemented. Finally, ACER considers whether any failure to meet a specific requirement gives rise to risks that could materially undermine the effective functioning of the EU DSO entity.

36 With this exercise, ACER seeks to assist the Commission in forming its opinion and to inform consideration of any justified, proportionate flexibility in applying the relevant provisions, taking into account that the submitted draft statutory documents are the product of extensive negotiation and preparatory work and reflect compromises designed to balance the interests of existing and future members while safeguarding both representativeness and operational efficiency of the association.

37 ACER’s assessment is also informed by the views of stakeholder organisations, consulted as part of this procedure. Concerns were raised mainly by organisations representing electricity stakeholders and focused on the revised composition of the Board of Directors and the decisionmaking under double vector majority beyond joint electricity and gas/hydrogen matters, geographical balance, legal certainty, decision-making efficiency and the role of the Councils within the overall governance framework.

4.2. Board composition, representation and duration

38 Article 54(2)(a) of Regulation (EU) 2019/943 requires that the Board of Directors of the EU DSO entity is composed of the President of the Board and 27 Members’ representatives, allocated equally across three categories based on the number of grid users. This requirement forms part of the safeguards intended to ensure fair and proportionate representation, while reflecting the diverse geographical and economic structure of the EU DSO entity’s membership (see Article 54(2), first paragraph). In this respect, the size-based allocation logic underpinned by the number of connections grouped in three categories retained in the draft updated statutes remains consistent with these safeguards.

39 The revised Statutes propose to increase the maximum number of Directors from 27 to 33, with Board seats allocated between Electricity Directors (21 seats) and Gas/Hydrogen Directors (12 seats) following the integration of gas and hydrogen distribution system operators. While this proposal is motivated by the expansion of the EU DSO entity’s mandate pursuant to Regulation (EU) 2024/1789 and seeks to preserve balanced representation across energy vectors and size categories, the increase in the absolute number of Board members goes beyond the numerical composition explicitly set out in Article 54(2)(a) of Regulation (EU) 2019/943. A C E R O P I N I O N N O 0 4 / 2 0 2 6

40 Articles 53 and 54(2) of Regulation (EU) 2019/943 set requirements regarding the composition and functioning of the Board of Directors, in particular with regard to balanced representation, proportionality, effective decision-making, and finally, the number of Directors which make up the Board. In this context, ACER notes that the revised draft updated Statutes increase the maximum number of Directors from 27 to 33 and raise the maximum number of Directors representing the same Member State from three to four exceed both the total 27‑Director limit established in Article 54(2)(a) of Regulation (EU) 2019/943 and the limit on the number of Directors from a Member State established in Article 54(2)(c).

41 Keeping the size of the Board of Directors to 27 representatives would not, in itself, undermine the representation of the membership in the EU DSO entity’s, especially when considering that total membership is expected to reach 1250 members , as the difference between the percentage of members having seats on the Board in the two cases is less than 0.5 percentage points. On the contrary, the existing structure based on three size-categories and balanced by the geographical constraints already provides a robust mechanism to reflect the diversity of DSOs across the Union. Therefore, the same vote proportion provided by the increased number of directors can be achieved by keeping their number at 27 and by also decreasing the number of Directors per category and vector by one less, compared to the proposal, indicating that the balance of representation between different categories is minimally harmed by adhering to the legal limits.

42 From a governance perspective, the proposed increase can be understood as an attempt to accommodate additional sectors and expertise without diluting existing representation. Based on ACER’s assessment, the increase of seats does not appear to cause any obvious or significant practical harm and may increase relevantly the trust in the revised organisational structure, as reported by the representatives of the EU DSO entity. However, and in particular when assessed in combination with the establishment of the Councils, a larger Board may potentially increase coordination costs and further complicate the decision-making, particularly in a context where the Board already operates under complex quorum and majority rules, including the Double Majority. These risks may or may not outweigh the marginal gains won by the changed representation structure achieved by adding additional Board seats.

43 Moreover, representativeness within the EU DSO Entity is not ensured solely through the number of Board seats. It is reinforced through complementary governance layers, notably the General Assembly with weighted voting rights, the electricity and gas Councils, the Strategic Advisory Group and the Country Expert Group. While ACER views that the potential number of organs may result in excessive layers of bureaucracy, these organs provide structured channels for sectoral, national and association-level input, ensuring that perspectives not directly represented on the Board are nonetheless integrated into decision-making processes. As such, increasing the number of Directors could neither be the only, nor the necessarily most proportionate mean of safeguarding inclusiveness.

44 ACER also notes that the representativeness of the Board and the potential to include more Members in its composition can also be achieved by other statutory measures, such as providing shorter Board mandates. Such measures could result in more members’ representatives becoming Board Directors, while remaining consistent with the requirements of the Regulation.

45 ACER notes that fixing the proposed share of Board seats for electricity and for gas/hydrogen for two periods of the Board’s mandate (that is, eight years) provides a safeguard for the newly integrated sectors, ensuring representation even if membership upkeep initially remains below expectation. This provides a good incentive for gas/hydrogen DSOs to join the organisation.

46 Directors of the Board may be nominated by those electricity and gas/hydrogen members that have at least 5% share of their customers in the given sector. Neither the definition of electricity/gas/hydrogen DSOs, nor the rules for determining the fixed part of the membership fee A C E R O P I N I O N N O 0 4 / 2 0 2 6 for multi-sectoral DSOs include a similar threshold. As Council members also come primarily from Board members and members on the reserve list, this also limits the representation of these multi-sectoral DSOs in the Councils. Based on discussions with the EU DSO entity, ACER understands that the 5% limit was introduced in order to ensure that the represented DSOs have a material stake in the given sector and limited sectoral presence does not lead to overrepresentation. The EU DSO entity also clarified that the discrepancy could be solved by providing greater clarity in the revised draft updated statutes. ACER recommends to either clarify or harmonise the classification criteria for electricity/gas/hydrogen DSOs to ensure that the rules on membership fee payment and representation for multi-sectoral DSOs remain well-aligned across sectors.

4.3. Councils and internal governance structure

47 Regulation (EU) 2019/943 set the governance framework for the EU DSO entity defining the General Assembly and the Board of Directors as the two decision-making bodies of the entity. This is unchanged by the addition of the new vector. In addition to these two core governing bodies, the EU DSO entity’s work is supported by several auxiliary and advisory organs.

48 ACER recognises that the Councils (Electricity and Gas/Hydrogen) are sector-specific organs proposed by the EU DSO entity in addition to the bodies envisaged in the Regulation. Their role is to prepare and draft technical deliverables, provide sector-specific input, and support the Board by addressing topics that require dedicated expertise.

49 On the one hand, ACER sees merit in establishing the Councils, in that they can provide a forum for Members of a given sector to have more in-depth, focused vector-specific technical discussions on near-final deliverables in preparation of their submission to the Board. ACER also considers the Councils to be a suitable layer which may facilitate inclusion of more Members into the activities of the EU DSO entity. On the other hand, placing the Councils between the Expert Groups and the Board may increase governance complexity and hinder a streamlined flow of information between the two.

50 The rules governing the selection of Councils’ members are not sufficiently clear, in ACER’s view. The proposed rules include criteria of seniority/expertise, geographic representation and gender balance, but lack a clear election procedure, an actionable formula for ensuring that these criteria are taken into account, or an explicit right for each individual Member to be represented in the Councils. While the proposed approach aims to support competence and diversity, as the Council composition is largely dependent on the Board, and the Board’s reserve list membership and discretionary appointments, it is difficult to assess how the consideration of the stated selection criteria (seniority, geographic representation, gender balance) can be taken into account. For example, ACER notes that despite the current statutes require the EU DSO entity to strive for an acceptable level of gender balance on the Board of Directors, the current Board has only one female member, indicating that the gender-balance criterion is insufficient to ensure meaningful gender representation. Given that Board members have an automatic right to become Council members too, if they wish to do so, this inadequacy might be carried forward to the composition of the Councils.

51 ACER also notes that Council members who are neither Board members nor on the Board reserve list are appointed at the Board’s discretion, without an open nomination or voting procedure. This process could be perceived as one that lacks transparency and may further hinder the objective of ensuring full representation of all Members of the Association. The EU DSO entity communicated to ACER that the selection of Council members for those places not filled by Board members and reserve list members, would happen mainly from Expert Group members. This is something that is not evident from the revised draft updated statutes and would warrant explicit clarification in them.

52 Overall, ACER finds that the proposed structure is a workable starting point for the integrated EU DSO entity, while emphasises the importance of monitoring its effectiveness in practice to allow A C E R O P I N I O N N O 0 4 / 2 0 2 6 for its future simplification and adjustment once the new governance arrangements are operational. ACER would consider formalising the monitoring of the effectiveness of the new organisational structure, for example by periodically monitoring the satisfaction of the members with the agreed arrangements, as a good practice.

4.4. Decision-making processes

53 The decision-making framework of the EU DSO entity introduces the double majority rule as a core safeguard to manage the integration of electricity, gas and hydrogen distribution system operators within a single governance structure. Under this approach, certain Board decisions require the support of both a simple majority of Electricity Directors and a simple majority of Gas/Hydrogen Directors, ensuring that neither energy vector can be outvoted on matters of common relevance. The mechanism is complemented by a structured classification process that distinguishes between single-vector and joint topics, allowing sector-specific decisions to be taken by the relevant Directors while reserving the double majority for issues with cross-vector implications.

54 ACER acknowledges that the double majority system provides a strong safeguard from majority dominance. The introduction of this system prevents interference from the non-affected energy vector on technical topics that are classified as single vector topics.

55 ACER notes, however, that Article 54(1)(h) of Regulation (EU) 2019/943 foresees that decisions of the board of directors are adopted by an absolute majority. As the proposed Board member numbers for the two vectors are 21 Directors for electricity and 12 Directors for gas/hydrogen, it is possible in both vectors to reach a single vector majority (11 votes for electricity, 7 votes for gas) without reaching absolute majority (17 votes altogether). Moreover, in the case of the gas vector, even unanimous voting would be insufficient to reach 17 votes. To fulfil the requirement of the Regulation, namely absolute majority would mean to have in the case of single vector topics the requirement that the non-affected vector votes in line with the majority of the affected vector.

56 ACER also notes that the double majority system can also be used to obstruct decision-making, as technical topics and emerging technical topics require classification as single or joint topics with a double majority vote, before the Board is allowed to decide on them. Lacking a fallback option for cases of no double majority agreement, this potentially enables any vector to indefinitely block the decision on any topic. Therefore, ACER finds important to complement the proposed setup with a fallback mechanism acting on such cases (for example, in case of no agreement, automatically classifying a topic as single majority, if it originates from the respective regulation and as double majority, if lacking such clearly defined connection).

57 ACER, however, notes that the newly proposed Article 4(5) and (6) introduces obligations for all Members and Directors to act in good faith and forbids them from exercising their rights in an unreasonable and arbitrary manner. These requirements might have a positive effect on mitigating the risk of obstruction.

58 ACER also notes that the existing rules on the decision-making procedures of the General Assembly, which affect amongst others the final approval of strategic decisions and the endorsement of Board decisions on Network Codes, have remained unchanged. Therefore, these decisions are adopted based on vote shares calculated on the basis of the total membership, without any distinction for joint or sector-specific decisions.

59 Finally, ACER sees the risk that the proposed setup could effectively grant the Councils veto power over Expert Group proposals. Under Article 7(1) of the updated draft Rules of Procedure, single vector decisions of the Board must be prepared the relevant Council based on Expert Group proposals, while for proposals related to both vectors require approval from both Councils. This setup would empower an internal organ, not established by legislation, to prevent Expert Group proposals from reaching the Board. To mitigate this risk, ACER suggests removing the A C E R O P I N I O N N O 0 4 / 2 0 2 6 requirement of Councils’ approval and replace it with Councils’ formal advice provided to the Board regarding the proposals of the Expert Groups.

4.5. Expert Groups and technical work

60 The Rules of Procedure establish four main technical and consultative groupings: the Strategic Advisory Group, the Expert Groups, the Country Expert Group, and the Councils, the first three of these already existing and being foreseen by Article 54 of Regulation (EU) 2019/943. Expert Groups are intended to carry out detailed technical drafting and analysis, including work on network codes, guidelines and other regulatory deliverables, while the Country Expert Group is designed to provide national-level coordination and to relay information and views between EUlevel processes and DSOs within each Member State. Councils sit above the technical level and are meant to provide sector-specific coordination and endorsement of proposals before they are submitted to the Board.

61 While the general intent of each group is identifiable, the Rules of Procedure remain relatively high-level and, in some respects, vague as regards the precise scope of their responsibilities, decision-preparation roles and interaction between these organs. In particular, there is a potential overlap between Expert Groups and the Country Expert Group in terms of consultation and input, and between Expert Groups and Councils in the handling of technical matters prior to Board consideration. The absence of more detailed procedural delineation may lead to duplication of work, unclear ownership of outputs, and extended decision-making timelines.

62 In this context, it would be beneficial for the Rules of Procedure to more clearly define the specific scope, tasks of each group and how these groups interface with each other. Given the complexity of the integrated governance structure, it would also be appropriate to assess the effectiveness and clarity of these arrangements after an initial operational period, with a view to refining and simplifying their roles where necessary.

63 As with the number of Board members, the proposal for the number of Country Expert Group members from one Member State also exceeds the number set forth in Article 54 of Regulation (EU) 2019/943. While the Regulation foresees the Country Expert Group consisting of one representative of DSOs from each Member State, the submitted draft proposal instead would allow one electricity and one gas/hydrogen member from each Member State. This approach seems reasonable, as it strikes a balance while prevents a situation where the interests of one of the vectors in a Member State remain without representation (as the interests of gas/hydrogen electricity DSOs might differ) or even the whole Country Expert Group is composed solely of members from a single vector. ACER notes that a strict application, limiting the representation to a single DSO representative per Member State could undermine the principle of fair and balanced representation established by Article 40(3) of Regulation (EU) 2024/1789.

4.6. Terms of reference and internal regulations

64 The proposed amendments to the Rules of Procedure include provisions that allow the Councils, the Expert Groups, the Country Expert Groups and Strategic Advisory Group to adopt their own respective Terms of Reference regulating their internal procedures, working methods, and operational arrangements. These Terms of Reference are required to be consistent with the Statutes and the Rules of Procedure and need to be approved by the Board.

65 ACER acknowledges that internal regulations of an organisation like the EU DSO entity need to be flexible, when regulating minute, practical arrangements related to day-to-day work. ACER however also notes that great care needs to be taken to ensure that this flexibility aligns with the requirements set out in the Electricity Regulation for the Rules of Procedure.

66 ACER would consider helpful a clear division between those topics and rules that need to reach the level of the Rules of Procedure, therefore requiring increased scrutiny and transparency, and A C E R O P I N I O N N O 0 4 / 2 0 2 6 those that can stay below this level. ACER would also consider sharing the Terms of Reference with ACER and the European Commission a useful safeguard to ensure that they do not contain rules of higher importance or effect that would warrant their approval. Publishing the composition and the Terms of Reference for all affected internal bodies and organs on the EU DSO entity’s website, together with the organisational structure detailing these groups would also be a useful measure serving increased transparency for the represented sector and the broader stakeholder community served by the distribution system operators. A C E R O P I N I O N N O 0 4 / 2 0 2 6

5. Conclusions

67 ACER’s assessment in section 4 examines whether the draft updated statutory documents comply with the applicable legal framework, ensure fair and balanced representation across electricity, gas and hydrogen sectors, support effective, transparent decision-making, and enable the EU DSO entity to perform its tasks efficiently in a cross-sectoral context.

68 Overall, the proposed amendments constitute a reasonable adaptation of the governance framework to an expanded and more diversified membership and tasks set. In particular, the introduction of sector-specific Councils, adjustments to Board composition and the revision of decision-making rules move the governance in the right direction fostering inclusivity.

69 The proposed Councils provide a pragmatic mechanism to broaden participation by DSOs in sector-relevant discussions and activities of the EU DSO entity, while remaining within the existing legal thresholds. ACER nevertheless recommends that the statutory documents clarify the selection criteria and procedures for Council membership.

70 The adoption of double‑ or single‑majority voting rules could help prevent majority dominance. However, ACER notes that this approach may increase the risk of deadlocks and recommends implementing a fallback mechanism to mitigate that risk.

71 ACER has identified specific provisions of the draft updated statutory documents that do not consistently reflect the principal rules and procedures set out in Article 54 of Regulation (EU) 2019/943. While ACER recognises the practical difficulties of applying Article 54, originally framed for a single‑vector association, to a prospective multi‑vector entity with a significantly larger and more versatile membership, it does not see a compelling necessity to diverge from these rules and procedures in all the identified instances.

72 ACER recognises that the proposed amendments are the product of extensive negotiations and compromise among incumbent and prospective members. ACER acknowledges the challenges involved in integrating gas and hydrogen DSOs into an established association while preserving both representativeness and operational efficiency.

73 ACER further notes that involvement of gas and hydrogen DSOs presents sector‑specific challenges: the currently applicable gas network codes exert more limited influence on gas DSO operations than electricity network codes do on electricity DSOs, reducing participation incentives; hydrogen markets remain nascent and its governance framework is still under implementation. ACER welcomes that, notwithstanding these challenges, the proposed statutes were drafted in a manner acceptable to gas DSO organisations, as evidenced by their letter of support.

74 Until the proposed statutes enabling inclusion of gas and hydrogen DSOs are adopted, those DSOs will have no formal representation within the EU DSO entity. Should adoption be delayed, ACER recommends that the EU DSO entity proactively engage gas and hydrogen DSO organisations in any work affecting their sectors, as was done during preparation of the draft updated statutes, to mitigate the absence of formal representation. This Opinion is addressed to the European Commission. Done at Ljubljana, on 12 March 2026. — SIGNED — V. ZULEGER, ACER Director ad interim