Koda’s general meeting 2019

The 2019 general meeting of Koda will take place Monday 29 April from 15.00 to 19.00 at Koda, Lautrupsgade 9, Copenhagen Ø. The doors will open at 14.00.

All Koda members are welcome to attend the general meeting, but only members who are eligible to vote can take part in the actual voting.


Streaming and online voting
The general meeting will be live streamed online. For the first time you can now vote digitally too, allowing you to vote during the general meeting without being physically present. 

Read more about the online voting here

Registration required to take part in voting

This year, for the first time ever, you must register beforehand in order to be able to vote for the general meeting. You can vote by attending the meeting directly, online or by proxy.

Koda will open an online registration access form on March 15. Author members must sign up on April 26 at the latest. The same term applies to publisher members, however, in order to obtain additional votes, based on their income from Koda, publisher members must sign up no later than 19 April.

You can read more about the general meeting below.

Timeline leading up to the general meeting

1 March

  • The board’s recommendations are published on koda.dk

15 March

  • Deadline for member proposals, deadline for candidatures as critical auditors or as publisher member of the board (author members are not eligible this year)

15 April

  • The list of candidates for publisher members of the board and for critical auditors up for election is published; the final agenda is published
  • Online registration opens; form for voting by proxy is posted online
  • More detailed information on the opportunities for online voting is published
  • The annual report, financial statements and transparency report are published

24 April

  • Deadline for assigning others as proxy holders, enabling them to vote on your behalf

26 April

  • Registration deadline – all members wishing to take part in the general meeting must register their attendance by this point (Publisher members who want to obtain additional votes must sign up no later than 19 April).


29 April

  • General meeting
Agenda

Mandatory items on the agenda in accordance with Koda’s Articles of Association:

  1. Election of chairman of the meeting.
  2. Report of the activities of the year.
  3. Presentation of the financial statements for adoption.
  4. Presentation of the annual transparency report for adoption.
  5. Election of members and alternates of Koda’s board, to the extent that they are eligible for election.
  6. Appointment of an external, state-authorised public accountant.
  7. Election of three critical auditors and two alternates.
  8. Decision on the general policy on deductions from rights revenue (including “cultural funds”, see article 18(2)(b-f) and from any income arising from investments of rights revenue, based on a recommendation made by the board.
  9. Decision on the general investment policy with regard to rights revenue and any income arising from investments of rights revenue, based on a recommendation made by the board.
  10. Decision on the general distribution policy regarding funds due to rightsholders, based on a recommendation made by the board.
  11. Decision on the general policy on the use of non-distributable amounts, based on a recommendation made by the board.
  12. Decision on use of non-distributable amounts, for the closed financial year, based on a recommendation made by the board.
  13. Determination of remuneration of Koda’s board, based on a recommendation made by the board. 14.Any other business.
  14. The Board’s proposal for amendments to the articles of association (Addition of a tenth, independent member of the Board, and establishment of an election committee)
  15. Proposals from member, Hugh Steinmetz

 

Voting by proxy

If you cannot attend Koda’s general meeting yourself, you can vote by proxy. Use the form provided to designate someone else as proxy holder for you.

  • A form for voting by proxy will be available on this site from 15 April

Each proxy holder can hold a maximum of two proxies.

Koda’s Articles of Association stipulate two limitations on who can be designated as a proxy holder:

  1. An author cannot assign a music publisher as a proxy holder, and a music publisher cannot assign an author as a proxy holder.
  2. A proxy holder can hold proxies from a maximum of two Koda members who are eligible to vote. No other limitations apply.

  • Deadline 24 April

Please bear in mind that only signed proxies issued on the form provided by Koda and received by Koda (on paper or via generalforsamling@koda.dk) no later than 24 April 2019 at 12 noon are valid. Also, remember that all proxy holders must bring the proxy forms along (on paper) at the general meeting.

Get the power of attorney here

 

Member proposals
Proposal 1

Koda’s General Meeting calls on Koda’s Board to ensure the removal of the ceiling on how much that can be paid out in subsidization for a single concert.

Proposal 2

Koda’s General Meeting calls on Koda’s Board to ensure that the sum allocated to first performance awards is brought back to the 2015 level, alternatively to 2 % of Koda’s net earnings

 

 

Electing publisher members for the Koda board of directors

At this year's general meeting, publishers in Koda's Board of Directors are up for election

Only publisher members who are eligible to vote can cast votes when electing publisher members for Koda’s board of directors.

Those who are eligible to vote can cast as many different votes as there are seats up for election.

The rest of the board is not up for election in 2019.

Those eligible to run have been able to register their candidacy by March 15, after which they are published here on April 15

 

Three candidates runs for two board posts that must be re-elected for Koda's Board of Directors

 


Søren Winding 
Co-founder Tigerspring




Loui Törnqvist 
Adm. dir. Edition Wilhelm Hansen

 


Mette Zähringer
VP Iceberg Music Group

 

One candidate runs as deputy for the music publishers for Koda's Board of Directors

Peter Littauer

Voting on the board’s recommendations

Koda’s overall distribution policies will be determined at the general meeting.

The board of directors will draw up a number of recommendations and each of these will be brought to the vote. 

You can review the existing policies here:

See the Board of Directors' proposal for new articles of association and compare with the existing articles of association here

Electing critical auditors

According to Koda's Articles of Association Article 20 (2), at Koda's General Meeting, three critical auditors are elected among the voting members, two of which must be author members and one of which must be a publisher member. Two alternates are also elected, one for the publisher member and one for the two author members.

For the election of critical auditors, only voting publisher members may vote in elections of the auditor and alternate auditor who must be publisher members, whereas only voting author members may vote in elections of the auditors/alternates who must be author members. The election of the critical auditors and their alternates is valid for one year. Re-election may take place.

If you wish to run for a position as critical auditor, you must notify Koda no later than 15 March at 16.00.

The following sets up as Kodas critical auditors:
  • Leif Ernstsen (Author)
  • Morten Olsen (Author)
  • Finn Olafsson (Publisher)
  • Søren Bechmann (Publisher) - Altenate
  • Linette Damsted (Author) - Alternate
Concerning the position as critical auditor
  • The three critical auditors are elected for one year at a time at and by Koda's General Meeting.
  • Members of Koda who are eligible to vote at Koda’s General Meetings can run for the position as critical auditors. 
    Read more about who can vote.
  • According to Koda's Articles of Association, Koda’s members elect three critical auditors, two of which must be author members and one of which must be a publisher member. Two alternates are also elected, one for the two author members and one for the publisher member.
Duties of a critical auditor
  • You must audit the financial statements when the draft for the financial statements is ready in March, prior to the Board of Directors’ final approval of the financial statements in late March.
  • You must have insight into/a professional background in accounting.
  • You must read the minutes of the meetings of the Board of Directors.
  • You must look through the financial statements and check whether proper entries have been made for expenses and income pertaining to activities of which you are aware.
  • You must check that the expenses and income stated in the financial statements are in line with the decisions made at meetings of the Board or at the General Meeting regarding the deployment of funds.
  • A review of the draft financial statements is carried out by the chief financial officer.
  • In connection with the review of the financial statements, the critical auditors must sign an endorsement.
  • You must participate in all ordinary and extraordinary General Meetings.
  • As a critical auditor, you act on behalf of the general meeting, having received full insight into Koda’s annual accounts.
  • Each critical auditor will receive an annual fee of DKK 15,652.
  • As a critical auditor, you are also a member of Koda's Complaints Board, which, headed by a judge from the Danish courts, assesses the justification of any complaints lodged by Koda’s members against Koda’s decisions within certain areas. For more information, see Article 21 on page 12 of Koda's Articles of Association.
Who can vote?

You can take part in votes at Koda’s general meetings and run for election for the Koda board of directors if you meet the criteria on voting rights described in Koda’s Articles of Association:

You have the right to vote if you meet one of the following criteria:

  1. You already had the right to vote at the time when Koda's Articles of Association were changed on 8 December 2016. This means that you have the right to vote if you on that date were a member of one of these organisations: DPA, DJBFA, DKF or Musikforlæggerne.

  2. You are an author member of Koda who has had earnings from Koda of at least DKK 4,000 on average per year as a member in the three immediately preceding calendar years, or who has had earnings from Koda of at least DKK 30,000 within the past calendar year

  3. You are a publisher member of Koda who has had earnings from Koda of at least DKK 10,000 on average per year in the three immediately preceding calendar years, or who has had earnings from Koda of at least DKK 100,000 within the past calendar year.

See Section 3(3) on page 2 of Koda’s Articles of Association.

Also see Section 16 regarding special provisions on publisher votes on page 8 of
Koda’s Articles of Association.


Are you entitled to vote?
If you are in doubt on whether you have the right to vote, please contact our Publisher and Member Services at medlem@koda.dk

Financial statements, annual report and transparency report

Koda’s annual report, financial statements and transparency report for 2018 will be available on 15 April.

You can find the documents for 2017 here:

Koda’s articles of association

Koda’s Articles of Association can be found via this link Koda’s Articles of Association.