Koda’s general meeting 2024

According to Koda's articles of association, board members must be elected at each general meeting among both author and publisher members.

This year, 2024, two author members and one publisher member must be elected - all for 2 years. In addition, 2 alternates must be elected for the author members and one alternate for the publisher members - all for 1 year.

How to run for the board

You can run for the board as either an author member or a publisher member if you are entitled to vote at Koda's general meeting - see the criteria here.

Eligible candidates must register their candidacy no later than 15 March 2023 to [email protected]

Who can vote for author members and publisher members?

Only author members of Koda who are eligible to vote at Koda’s general meeting can cast votes when electing members for Koda’s board of directors, just as it is only publishing house members entitled to vote who can vote in the election of publishing members to the board

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.

The list of board candidates will be published on april 9.

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.

If you are a member of Koda and wish to submit a proposal for the General Meeting, please do so no later than 15 March. 

Please submit your proposal to [email protected]

Incomming member proposals will be published on 9 April 

Member proposals

TBA

1 March

• The board’s recommendations are made public 
  
  

15 March

• Deadline for submitting member proposals – send your proposals to [email protected]
• Deadline for declaring your candidacy as an author member or music publisher of the Board, or as critical auditor. Announce your candidacy via email to [email protected]

9 April

• Koda’s annual report and transparency report, including financial key figures and statements, are published.
• Member proposals are published; the candidates up for election this year are announced.

16 April (at 12 noon)

• Registration deadline for authors, publishers and proxy holders who wants to vote

23 April

• General meeting

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 Member Services at [email protected].

Do you want to run for election for the board?

If you want to run for election to the Board of Directors, you must register your candidacy no later than 15 March ahead of this year's General Meeting by sending an email to: [email protected]

Publisher members may hold several votes

When electing publisher members for Koda's Board of Directors (publisher members are not up for election in 2022) or critical auditors, publisher members have a number of votes determined by their income from Koda. The voting rights are stipulated in Koda's Articles of Association according to the following scale:

• Income from Koda DKK 0–100,000: 1 vote
• Income from Koda DKK 100,001–250,000: 2 votes
• Income from Koda DKK 250,001–500,000: 3 votes
• Income from Koda DKK 500,001–1,000,000: 4 votes
• Income from Koda DKK 1,000,001 or more: 5 votes

Publisher members must pre-register their attendance at the General Meeting in order to use their additional votes.

The amounts stated are determined on the basis of Koda’s most recent finalised and closed
financial year and are subject to indexation.

A publisher member owned or controlled by an author member only has voting rights as a
publisher member if at least 75% of the works managed by the music publisher are created by
someone other than the author member in question. Similarly, a publisher member owned or controlled by an author member’s beneficiaries may only vote as a publisher member if at least 75 % of the works managed by the publisher were created by someone other than the author member in question. Publisher members which constitute a group under Danish company law cannot have more than 5 votes jointly.

You can participate in the general meeting both physically and online

If you are unsure whether you will be able to attend in person, we encourage you to sign up anyway to be on the safe side, as registration is required if you wish to vote. You can always withdraw your registration or participate online instead if you are unable to attend in person.

Proxy holders must appear physically at the general meeting. Read more about powers of attorney

Registration opens at My Koda in the beginning of March and takes place at My Koda. The same applies to registration via proxy

Deadline for signing up:

• Tuesday 16 April at 12 noon

NOTE: A power of attorney submitted on time acts as a registration.

If you are prevented from attending Koda’s General Meeting, you can vote by proxy, which is completed on My Koda via the system "Penneo" and digitally signed with MyID.

After signing, a copy is automatically to [email protected], and to yourself.

Koda’s Articles of Association stipulate two limitations on designating others as proxy holders

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.

For access to the general meeting, the proxy holder must present the proxy or the voting email the proxy holder receives on the day. The power of attorney does not need to register to use the power of attorney, but must register if voting is to be done on their own behalf.

Only proxy holders who are physically present can vote at the general meeting. If you are not present, the possibility to vote online is closed.

Deadline for submitting the power of attorney

If a power of attorney is to be valid, including giving the right to several votes, it must be signed on Koda's form. The form can be accessed from My Koda under the menu item "Registration for Koda's general meeting 2024", and Koda must receive the power of attorney within the applicable registration deadlines. 

If you do not have a NemId/MitId or have questions about the process, you must contact Member Services at [email protected] or on 33 30 63 20

Final Agenda - See the board's annotated agenda (in Danish)

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. Two author members must be elected for 2 years, and a publisher member for 2 years. Read the candidates election speeches (In Danish)
6. Electing an external, state-authorised auditor.
7. Electing three critical auditors and two deputies. Read the candidates election speeches (In Danish)
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. See membership proposals (In Danish)
15. Any other business.

The Board of Directors will present several recommendations that will be brought to the vote at Koda’s General Meeting.

• Koda’s overall policy for deductions in copyright-generated revenues (including cultural contributions)
• Koda’s investment policy
• Koda’s policy on making distributions to rightsholders
• Koda’s policy for deploying funds that cannot be distributed
• The deployment of funds where distribution is not possible for the last financial year
• Determining the remuneration payable to the board

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

Online voting

Voting takes place in the same way for those participating online from home and for those in the room. Everyone votes via the same voting platform and will do so on their own PC, tablet or smartphone. This also means that participants in the physical general meeting must bring a device with internet access.

On the day of the general meeting, you will receive an email from the company Assembly Voting, which supplies the system for the digital voting. In the email, you will be given your unique voting code and a login link to the voting platform. The email will be sent to the email address you have registered with Koda. If you are unsure of which email address this is, you can find it on My Koda. The message from Assembly Voting will include a link to the live streaming of the general meeting.

How does it work?

You can only take part in the voting if you log in to the voting platform using the link provided in the email you will receive from Assembly Voting. Please note that the browser Internet Explorer cannot be used. You need your membership number and the voting code provided in the mail to log in. You can see how the login and voting process works here: https://youtu.be/6CENEipgNf0

As each individual item on the agenda comes to a vote, the chair of the meeting will announce this. It is only possible to vote during the period that each individual vote is open. Each poll will be open for a few minutes.

After the voting process is completed, the result will be published on the voting platform.

Accountability and data

Any and all information on the voting platform that can identify the member behind the vote is stored exclusively by Koda’s data processor, Assembly Voting, and Koda only has access to the voting results in anonymised form. The data processor deletes the information when Koda has announced that the voting results have been formally approved as final after the chair of the meeting has signed the minutes from the general meeting.

What is Koda’s responsibility, and what do you need to do yourself?

Koda has entered into an agreement with Assembly Voting, which is responsible for handling the digital voting. Assembly Voting has conducted thousands of digital votes in associations, member organisations and public institutions. Assembly Voting is in charge of ensuring complete anonymity and secure handling of all data. You can find more information here: https://www.assemblyvoting.dk/privacy

Koda is responsible for ensuring that the email giving access to vote is forwarded to those registered with the right to vote for the general meeting.

However, some things are outside of Koda’s control, for example whether you, as a registered user, have an up-to-date browser that allows you to access the voting process. Also, if you lose your internet connection, Koda cannot be held responsible for you not being able to follow the general meeting and the various voting proceedings.

Koda is not liable for unpredictable general breakdowns that affect the reception of votes cast online. Such a situation will be considered force majeure and will result in only the votes received being counted.