Koda’s general meeting 2020

Koda's general meeting will be held on Tuesday, April 28, at 15.00
The address has not yet been determined, but will be announced on this page one month before the general meeting.

Registration is required to participate in polls

You can only vote at the general meeting if you have registered for the general meeting. You can vote by meeting up, online or by proxy.

  • Members must registrer no later than Thursday April 23 at noon 12.00
  • Publishers must sign up no later than Tuesday, April 21 at noon 12:00

 

All members of Koda are welcome to attend the general meeting, but only voting members can participate in the votings.

Online voting

It is possible to vote digitally, even though you are not physically present at the general meeting.

 


Here you can download a proxy form

 

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 author member of the board (publisher members are not eligible this year)

14 April

  • The list of candidates for author 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 

21 April

  • Registration deadline for publishers who whishes to have as many votes as possible by the polls restricted to publisher members. 

23 April

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

23 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 21 April 12.00).


28 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.

 

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.

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 23 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 23 April 2020 at 12 noon are valid. Also, remember that all proxy holders must bring the proxy forms along (on paper) at the general meeting.

Keep in mind that if you are a publisher with the right to multiple votes, you must be registered before the deadline April 21 at 12 noon to get the extra voice weight.

Get the power of attorney here

 

 

 

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

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.

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.
Online voting

At general meetings in Koda you can participate in the polls online. It is a prerequisite that you sign up beforehand, whether you want to participate by turning up at Lautrupsgade or you want to watch streaming and vote online. The deadline for registration is April 23 at 12:00 CET, if you are an author, and April 21 at 12:00 CET, if you are a publisher. You cannot exercise voting rights unless you have registered before the deadline. 

If you are not sure whether it will be possible for you to participate, we recommend that you sign up and then, eventually, cancel your participation if you end up missing out. This is because you cannot register after the deadline, and you will lose the right to vote if you have not registered. 

If you want to vote online and have registered, you will receive an email before the general meeting containing links to all the votes to be held during the general meeting. 

We will be live-streaming the general meeting so that you can keep up with presentations and discussions. As the items come to the vote, the chairman of the meeting will notify when each vote is on, and you will be able to - via a link in the mail you receive from Koda - to access and participate in the vote. You can only vote on an item when the voting for that particular item is on.