Koda’s general meeting 2023

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 of the Board (publisher members are not up for election this year) or as critical auditor. Announce your candidacy via email to [email protected]

11 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.

19 April (at 12 noon)

• Registration deadline for publishers and proxy holders who wish to cast more than one vote

21 April (at 12 noon)

• Registration deadline for authors, publishers and proxy holders who want/have one   vote

26 April

• General meeting

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

Here is the list of the Board’s recommendations, published on 1 March 2022. 

• 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 (DK)

The recommendations will be published in english as soon as possible

Two different deadlines apply to registering for Koda’s General Meeting. These deadlines apply regardless of whether you wish to participate in person or 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.

Registration is now open at My Koda

Deadlines for signing up:

• 19 April at 12 noon: Deadline for publishers and proxy holders casting more than one vote.
• 21 April at 12 noon: Deadline for authors, publishers and proxy holders casting one vote only.

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]

In 2021, Koda changed the articles of association so board members must be elected at each general meeting among both author an publisher members

It will happen for the first time this year, 2023, when one author member (for 2 years) and two publisher members (1 for 2 years, 1 for 1 year) will be elected.

In addition, an alternate must be elected for both the author members and the publisher members

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]

The 6-3 distribution between author members and publisher members is unchanged, and the rest of the board is not up for election in 2023. This applies to the author members Emil de Waal and Pernille Béfort, who were both elected for two years in 2022.

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 11.

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.

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

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 NemId/MyID.

After signing, a copy is automatically to [email protected], and to yourself. You must ensure that you forward your power of attorney to the person you give the power of attorney to.

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.

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", and Koda must receive the power of attorney within the applicable registration deadlines. 

Remember that the proxy holders must bring the proxies in physical or digital form to the general meeting. The proxy holders do not need to register in order to use the proxy, but must register if voting is to be done on their own behalf.

A power of attorney for Koda's general meeting is only valid for physical attendance. Powers of attorney cannot be used online.

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 62 20

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.