Koda’s general meeting 2021

Koda’s general meeting will take place on Wednesday 16 June 2021 at 15.00

You can read more about the general meeting below. 

Preliminary schedule leading up to the general meeting

1 March

  • The board’s recommendations are made public 

15 March

  • Deadline for member proposals, deadline for declaring your candidacy as publisher member or as critical auditor (author members are not up for election this year)

16 June

  • General meeting
Agenda

Prelimernary agenda in accordance with Koda’s Articles of Association:

 

  1. Appointing a chair for the meeting.
  2. Reporting 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 insofar as any positions are up for election.
  6. Electing an external, state-authorised auditor.
  7. Electing three critical auditors and two deputies.
  8. Deciding, on the basis of the board’s recommendations, on the overall policy for deductions in copyright-generated revenues (including ‘cultural contributions’, cf. section 18 (2), b-f) and any revenues generated from investments of copyright-generated revenues.
  9. Deciding, on the basis of the board’s recommendations, on the overall policy for investing copyright-generated revenues and any revenues generated from investments of copyright-generated revenues.
  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.
  14. Proposals submitted by members of Koda
  15. Any other business.
Voting on the Board’s recommendations

The board of directors will draw up a number of recommendations. These will be brought to the vote one at a time at Koda’s general meeting.

Here is a list of the Board’s recommendations, published on 1 March 2021.

Registration and deadlines for registration.

Different deadlines apply for registering to take part in Koda’s general meeting. These deadlines apply regardless of whether you want to sign up to participate physically or online. If you are unsure whether you will be able participate physically, we encourage you to sign up anyway just to be on the safe side, as this is a prerequisite for being able to vote. You can always opt out of coming or participate online instead if you are unable to attend in person.

Sign up here 

The following registration deadlines apply:

  • Wednesday 9 June at 12 noon for publishers and proxies (holding power of attorney) for more than one vote.
  • Friday 11 June at 12 noon for authors, publishers and proxies (holding power of attorney) for one vote.
Member proposals

Incoming proposals in Danish:

The deadline for submitting members’ proposals was 15 March.

Electing publisher members for the Koda board of directors

At this year’s general meeting, the publisher members of Koda’s board of directors are up for election.

You can run for election to the board of directors as a publisher member if you are eligible to vote at Koda’s general meeting - see the criteria here

All candidates running for election must declare their candidacy no later than 15 March by sending an email to generalforsamling@koda.dk.

The rest of the board is not up for election in 2021.

Who can vote for publisher members?

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

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

The candidates running for election will be published on this website 14 days prior to the general meeting itself.

Two publisher members of the board up for election

At the 2021 Annual General Meeting, two publisher members will be elected to sit on the Koda Board of Directors. All eligible publishing members have been able to run for election by registering their candidacy with Koda before 15 March 2021.

The rest of the board is not up for election in 2021.

Who can vote for publishing members?

Only eligible publisher members of Koda may vote in the election of publisher members for the Board of Directors.

Eligible voters can cast as many different votes as there are positions up for election, i.e. two.

Electing critical auditors

Section 20 (2) of the Koda articles of association state that at the general meeting, a total of three critical auditors must be elected among Koda members who are eligible to vote at Koda’s general meeting, two of which must be author members and one of which must be a publisher member. Two deputies are also elected, one for the publisher member and one for the two author members. 

When electing critical auditors, only publisher members can vote for the auditor and deputy auditor elected among publisher members, and only author members can vote for the auditors and deputy found among author members. Critical auditors and their deputies are elected for one year at a time. Re-election is allowed.

The deadline for declaring your candidacy for the post as critical auditor is 15 March.

Concerning the position as critical auditor
  • The three critical auditors are elected for one year at a time at and by the Koda general meeting.
  • Members of Koda who are eligible to vote at Koda’s general meetings can run for the position as critical auditors. 
    More about voting and running for election.
  • According to the Koda articles of association, Koda’s members must elect three critical auditors, two of whom must be author members and one of whom must be a publisher member. Two deputies must also be elected, one to deputise for the author members and one to deputise for the publisher member.
Duties of a critical auditor
  • You must audit the annual report when the draft report is ready in March prior to the board of directors’ final approval of the report in late March.
  • You must have insight into/a professional background in accounting.
  • You must read the minutes of the board of directors’ meetings.
  • You must look through the report 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 report are in keeping with the decisions made at board meetings or at the general meeting regarding the deployment of funds.
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? Who can run for the board of directors?

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 medlem@koda.dk.

Read more about the opportunities for online voting here

Do you want to run for election for the board?

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:

generalforsamling@koda.dk

Koda’s articles of association

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

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

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) 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 June 9 at 12 noon to get the extra voice weight.

Get the power of attorney here