At the Annual General Meeting, Koda's members must elect two to three out of nine board members. One of them must be a music publisher member, while alternately one or two author members should be elected.
All eligible members can run for election to Koda's board of directors, but according to § 7, subsection 2 of Koda's bylaws, one cannot be a Annual General Meeting-elected member of Koda's board at the same time as holding a position of trust in one of the associations Autor, DKF, DPA, or Musikforlæggerne.
Being part of the board is a unique opportunity to influence Koda, and to lead the association and the business well into the future.
In a new digital reality, on a market in constant change and with many different interests to balance, the task is both important, exciting, and quite complex. However, it also means that it is wise to be clear about the work one is undertaking.
Working on the board takes time and involves a great deal of responsibility. As a board member, one must be prepared to contribute strategically and actively, and be able to understand quite extensive and complex material in the many areas that influence the business.
In Koda, the Annual General Meeting is the highest decision-making body. The general assembly elects members to the board of directors, who then are responsible for managing the company. The board is responsible for hiring a CEO, who oversees the company's daily operations.
The Annual General Meeting, the board of directors, and the executive management thus constitute three parts of the overall management system. The structure is intended to ensure accountability and transparency in the management – but also that there is a clear distribution of power and responsibilities within the system, and an internal control mechanism. Below is an overview of the management system with an indication of their respective roles.
| Hierarchy | Responsibilities |
|---|---|
| Members / Annual General Meeting | Election of the board of directors and auditor. Statutory matters, etc. Significant capital matters. Other principal issues. |
| Board of Directors | Hire, evaluate, dismiss the executive management. Strategy and value creation. Risk management. Capital base and accounting. Unusual/large transactions. Compliance with rules and guidelines. |
| Management | Strategy and implementation. Daily management. Organization. Follow-up and reporting. |
When sitting on a board, one has a responsibility for the entire company. One is elected to ensure that the company's interests are best served, and not to promote special interests. The fundamental work of the board is to ensure that Koda, as an organization and company, is driven in a direction and manner that best serves the company's long-term interests. As a member of the board, one is therefore committed to setting aside personal interests when preparing and making decisions on behalf of the collective.
Members of the board must be willing to thoroughly familiarize themselves with rules, bylaws, finances, business plans, and other matters that are important for the association's operations.
It is the board that oversees the overall strategic management, while the executive management handles the day-to-day operations. This requires a close and trusting cooperation between the board and the executive management, and that both parties contribute to ensuring the information gap is as small as possible, so all decisions are made on an informed basis. Board members are committed to treating all information and materials confidentially. This also applies after leaving the board of Koda.
Yes. When one agrees to join a board, one also agrees to actively participate in the board and to familiarize oneself with the matters that the association deals with, including the finances. Board members are subject to the usual rules regarding liability, authority, and responsibility. This means that as a board member, one risks incurring personal liability if one acts outside the agreed guidelines, or if one acts recklessly and contrary to what could be expected of a reasonably prudent board member.
Section 115 of the Companies Act describes the general tasks incumbent upon boards. A board is responsible for ensuring:
Members of the board can thus be held personally liable if the board makes decisions that, for example, cause Koda to suffer losses or unnecessary risk. As a member of the board, one is also not allowed to participate in the handling of matters where oneself or a close associate is involved. Read more about conflicts of interest in:
Koda's Code of Business Ethics (in Danish)
Board work can at times be quite a time-consuming affair. In addition to the extensive curriculum one must familiarize oneself with in order to function as a strategic and directive sparring partner for the executive management, and apart from the regular and ongoing meetings, there can also be travel activities throughout the year.
As a board member, one has the duty to participate in the board meetings. The board meets regularly once a month (except July) for meetings lasting 4-6 hours. These meetings require preparation, typically 4-6 hours per meeting. The preparation usually involves reading and familiarizing oneself with the quite extensive written material that is circulated before each meeting. It is also necessary to stay informed about developments in the music market, both domestically and internationally.
In addition to the board meetings, 1-2 annual board seminars of 1-2 days duration are held, where typically the larger strategic themes and guidelines are discussed. The board members also participate in Koda's Annual General Meeting.
As a supplement to the regular board meetings, the board may continuously establish committees to address specific issues, which only individual members participate in.
Board work is remunerated. The annual fee for ordinary board members is approximately 175,000 DKK per year.
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