Koda’s general meeting 2020

1 March

• The board’s recommendations are made public 
  
  

15 March

• Deadline for submitting member proposals and for announcing your candidacy for the positions as critical author or as author member of the board (the publisher members are not up for election this year).
  

16 June

• The names of the candidates running for the positions as author members of the board of directors or critical auditors are published. The final agenda is published

23 June at 12 noon

• Registration deadline for publishers who wish to have as many votes as possible on items where only publishers can vote

25 June at 12 noon

• Deadline for designating others as proxy holders
  
  

25 June at 12 noon

• Registration deadline 
  
  
  

30 June

• General meeting

The board of directors prepares a number of recommendations, each of which will be brought to the vote at Koda’s annual general meeting.

Below you will find the board’s recommendations, published on 28 February 2020.

• General distribution policy regarding funds due to rightholders
• General policy on deductions from rights revenue (including ‘cultural contributions’)
• General investment policy
• General policy on the use of undistributable amounts
• Koda's use of undistributable amounts, for the financial year 2018
• Remuneration of Koda's Board of Directors

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

1. Appointing a chair for the meeting
2. Reports on the activities of the year.
3. Presenting the annual report for approval.
4. Presenting the annual transparency report for approval.
5. Electing members and deputies for the Koda Board of Directors to the extent that these positions are up for election.
6. Electing an external, state-authorised auditor.
7. Electing three critical auditors and two deputies
8. Deciding on the overall policy for deductions in copyright-generated revenues (including cultural contributions, cf. section 18 (2) b-f) and any income generated from investments of copyright-generated revenues on the basis of the board’s recommendations.
9. Deciding on the overall policy for investing copyright-generated revenues and any revenues generated from investments of copyright-generated revenues on the basis of the board’s recommendations.
10. Deciding, on the basis of the board’s recommendations, on the overall policy for making distributions to rightsholders.
11. Deciding, on the basis of the board’s recommendations, on the overall policy for deploying funds that cannot be distributed.
12. Deciding, on the basis of the board’s recommendations, on the deployment of funds where distribution is not possible for the last financial year.
13. Deciding, on the basis of the board’s recommendations, on the remuneration payable to the board.Proposals submitted by members of Koda:
14. A: Forslag A stillet af Peter Littauer Proposal A, submitted by Peter Littauer
    B: Forslag B stillet af Rolf Heitmann Proposal B, submitted by Rolf Heitmann
    C: Forslag C stillet af Lasse Fischer og Arne Würgler  Proposal C, submitted by Lasse Fischer and Arne Würgler
15. Any other business.

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

Please bear in mind that only signed proxies issued on the form provided by Koda and received by Koda (on paper or via [email protected]) latest at 12.00 three business days before the General Assembly for author members and five business days before for publishers. 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

The deadline for submitting member proposals to be addressed at Koda’s general meeting was 15 March 2020.

A total of three proposals were submitted.  They are listed below:

• Proposal A, submitted by Peter Littauer
• Proposal B, submitted by Rolf Heitmann
• Proposal C, submitted by Lasse Fischer and Arne Würgler

You can take part in voting at Koda’s general meetings and run for election for the Koda board of directors if you have registered your participation in time and you meet the criteria on voting rights described in the Koda articles of association 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.

See also 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 unsure whether you have the right to vote, you can check your profile on My Koda or contact our Publisher and Member Services at [email protected].

Read more about the opportunities for online voting here

Do you want to run for election for the board of directors?

If you wish to run for a seat on the board of directors, please announce your candidacy no later than 15 March by sending an email to:

[email protected]

• Annual Report 2019
• Transparency Report 2019
• Financial statements 2019

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

According to section 20 (2) of Koda’s articles of association, the general meeting must elect three critical auditors from among the voting members, two of whom must be author members and one must be a publisher. Two deputies must also be elected, one to sit in for the publisher member and one to sit in for the two author members.

When electing critical auditors, only voting publisher members have the right to vote for the auditor and deputy chosen among the publishers, while only voting authors have the right to vote for the auditors / deputy chosen among the author members. Critical auditors and their deputies are elected for one year at a time. Re-election is allowed.

To run for the position a critical auditor, you must have announced your candidacy no later than 15 March at 16.00.

The candidates are:

• Leif Ernstsen
• Morten Olsen
• Finn Olafsson
  
  

Deputies:

• Søren Bechmann
• Linette Damsted
  
  
  

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.

You can take part in the voting at general meetings in Koda by voting online. You always need to sign up in advance to vote at Koda’s general meetings, regardless of whether you want to vote in person at the actual meeting, or if you wish to watch a streamed broadcast (for ordinary general meetings only) and vote online. You cannot vote if you have not registered/signed up in advance.

If you are unsure whether you will be able to attend, we recommend that you sign up and subsequently cancel if you find you won’t have time to participate anyway. It You cannot register after the deadline; if you do not sign up, you lose the right to vote.

If you wish to vote online and have registered in advance within the deadline stipulated, you will receive, prior to the general meeting, an email with links to all the items scheduled for voting at the general meeting. If more items come up for voting along the way, you will receive a new mail with new links as relevant.