MEMBERSHIP RULES REVIEW

Transcription

1 MEMBERSHIP RULES REVIEW SAMRO MEMBER ROUNDTABLE DISCUSSIONS APRIL 2018

2 OBJECTIVE IS TO REVIEW RULES PERTAINING TO: MEMBERSHIP Categories of membership. Criteria for membership. Membership benefits. THE BOARD AND DIRECTORSHIP Independent directors. Requirements for directorship. DISTRIBUTIONS Treatment of public domain works. Mechanics of distributions.

3 1. MEMBERSHIP

4 1. MEMBERSHIP: Member Survey Results

5

6

7 1. MEMBERSHIP: EXISTING MEMBERSHIP CATEGORIES CRITERIA ORDINARY MEMBERS ASSOCIATE MEMBERS FULL MEMBERS (currently qualify for pre-grp) (currently qualify for pre+post GRP) (currently qualify for pre+post GRP) Must have earned R100 in royalties. Publisher average earnings at least 1/2 000 of total distributable royalties for 2 consecutive years, which equates to R Author average earnings at least 1/10 00 of the total distributable royalties for 2 consecutive years, which equates to R Ordinary member for at least 2 years Must be an associate member. Earned at least 60/100 points in terms of the Full Membership Points System

8 1. MEMBERSHIP: PROPOSED CATEGORIES AND PROMOTION CRITERIA CRITERIA ASSOCIATE MEMBERS FULL MEMBERS Authors must have earned at least R1 000 in the preceding year. Publishers must have earned R in the preceding year. Must be an associate member and earned at least 60 points out of 100 points points in terms of the Full Membership Points System

9 1. MEMBERSHIP: FULL MEMBERSHIP POINTS current method (1/2) Factor Rationale Points 1 Number of years of Membership o Loyalty to the organisation 30 2 Number of Works of Music o The number of Works of Music which a Member has written points to the Member s contribution to South African music, as well as to his/her loyalty to the Company. 5 3 Percentage of Works of Music which are documented o o Percentage documentation points to a Member s diligence in ensuring that all his/her Works of Music are registered with SAMRO. Naturally, the higher the percentage of documentation, the less costly for the Company to maintain his Works of Music and the less the burden on other Members as well. 5 4 Time value of Works of Music o Number of Works of Music on its own does not necessarily point to good contribution e.g. a Member with 300 jingles has not made the same contribution as a Member with 300 full Works of Music. Bringing the time value of these Works of Music into the equation, levels the playing field. 25

10 1. MEMBERSHIP: FULL MEMBERSHIP POINTS current method (2/2) Factor Rationale Points 5 Financial good standing o Values to be populated into this field are No Advance Payment, 10 Good or Poor: No advance (Best) if the advance balance on the Administration system is zero Good every non-paid-up advance, that a member has, which is greater than 12 months old, has a minimum of 25% repaid or the member has no loans older than 12 months old Poor - Any -- if a loan is older than 12 months, then 25% should have been recovered, if older than 24 months, then 75% should have been recovered, if older than 36 months, then it should have been repaid in full, or else considered poor. 6 Average earnings o All Payment types are included o This factor takes account of royalties paid in the last 10 Payments excluding current Payments in progress. 5 7 Awards won o Prestige 10 8 Percentage of foreign earnings o The factor was introduced to reflect the contribution to the development and exposure of South African Music abroad. Total points

11 1. MEMBERSHIP: FULL MEMBERSHIP POINTS - Proposed FACTORS MAX POINTS Number of years of active membership. 30 Number of works of music documented. 30 Average earnings over preceding 3 financial years. 40 TOTAL 100 Min requirement for full membership 60 Active membership shall mean that an author member must have earned at least R1000 each year for a period of 3 preceding years. Publishers must have earned at least R5000 each year for a period of 3 preceding years. Definition of work for purposes of number of works will have to be agreed on

12 1. MEMBERSHIP: FULL MEMBER POINT ALLOCATIONS NUMBER OF YEARS ACTIVE MEMBERSHIP POINTS AUTHORS PUBLISHERS 30 >20 Years >20 Years 20 >15 Years >15 Years 15 >10 Years >10 Years 10 >5 Years >5 Years

13 1. MEMBERSHIP: FULL MEMBER POINT ALLOCATIONS NUMBER OF WORKS OF MUSIC DOCUMENTED POINTS AUTHORS PUBLISHERS 30 >190 > >140 > >90 > >60 >700

14 1. MEMBERSHIP: FULL MEMBER POINT ALLOCATIONS AVERAGE EARNINGS OVER THREE PRECEDING YEARS POINTS AUTHORS PUBLISHERS 40 >R50,000 >R250, >R30,000 >R150, >R20,000 >R100, >R10,000 >R50,000

15 1. MEMBERSHIP: FULL MEMBER POINT ALLOCATIONS NUMBER OF YEARS ACTIVE MEMBERSHIP POINTS AUTHORS PUBLISHERS 30 >20 Years >20 Years 20 >15 Years >15 Years 15 >10 Years >10 Years 10 >5 Years >5 Years NUMBER OF WORKS OF MUSIC DOCUMENTED POINTS AUTHORS PUBLISHERS 30 >190 > >140 > >90 > >60 >700 AVERAGE EARNINGS OVER THREE PRECEDING YEARS POINTS AUTHORS PUBLISHERS 40 >R50,000 >R250, >R30,000 >R150, >R20,000 >R100, >R10,000 >R50,000

16 1. MEMBERSHIP: MEMBERSHIP BENEFITS (1/2) Note: member benefits are NOT linked to membership criteria OPTION 1 - (Benefits not linked to membership) OPTION 2 - (Benefits not linked to membership) Voting rights as per existing voting rules. Voting rights as per existing voting rules. Funeral benefit as per existing terms and conditions. Funeral benefit as per existing terms and conditions. SAMRO Retirement Annuity Fund as per existing terms and conditions. Contributions are linked to your earnings. Applicable to associate and full members. SAMRO Retirement Annuity Fund as per existing terms and conditions. Contributions are linked to your earnings. Applicable to associate and full members.

17 1. MEMBERSHIP: MEMBERSHIP BENEFITS (2/2) Note: member benefits are NOT linked to membership criteria OPTION 1 - (Benefits not linked to membership) OPTION 2 - (Benefits not linked to membership) Participate in the Pre-allocation Grant of Rights Payment Distribution ( Pre-GRP ), as determined from time to time, if: 1. As a publisher you earn R5000 and more in the preceding financial year; and/or 2. As an author you earn R1000 and more in the preceding financial year. Participate in the Post Grant of Rights Payment Distribution ( Post- GRP ), if: 1. As a publisher you earn R75000 and more in the preceding financial year; and/or 2. As an author you earn R20000 and more in the preceding financial year. Only full member eligible for consideration for Board appointment. No Pre Allocation GRP Payment. Participate in the Post Grant of Rights Payment Distribution ( Post- GRP ), if you earn over a predetermined amount in the current distribution year. Only full member eligible for consideration for Board appointment.

18 2. THE BOARD

19 2. THE BOARD : INDEPENDENT DIRECTORS King IV provides that: The governing body should comprise a majority of non-executive members, most of whom should be independent. Important for purposes of the balance of power and independence requirements for board committees. Results of member survey showed that members agreed that the board should include independent directors.

20 2. THE BOARD :BOARD COMPOSITION RULES Max: 14 board members. TYPE CURRENT OPTION 1 (recommended) OPTION 2 (KING IV) Executive directors Independent non-executive directors Non-executive authors directors (Min half of all directors). Non-executive publisher directors (Min third of all directors). Balance open to author or publisher member

21 2. THE BOARD: DIRECTOR ROTATION RULES 1/3rd of Board members retire each year (rounded to the nearest whole number). 10 non-executive directors: 1/3 = 3 shall rotate From the Conversion date: 27/8/2014

22 2. THE BOARD: REQUIREMENTS FOR DIRECTORS Full membership means that you are eligible for consideration for SAMRO directorship. Over and above the requirements of full membership, the board is still obliged to ensure that the nominees meet governance criteria in terms of the Companies Act, King IV and the MOI. These requirements are considered by the board during the nominations process. Once a suitable candidate/s has been identified, the AGM votes on the appointment of the candidate of their choice out of those recommended by the board.

23 2. THE BOARD :PROCESS OF APPOINTMENT Nominations of eligible (full) members submitted to the board: August September 2018 Nominations and Governance committee vets nominees against requirements of Companies Act, King IV and the MOI: September October 2018 Qualifying nominees recommended to the AGM for voting: November 2018.

24 3. DISTRIBUTIONS

25 3. DISTRIBUTIONS: THE PRINCIPLES All decisions concerning distributions must be made with the intent and purpose of achieving: 1. Fair; 2. Equitable; 3. Cost-effective; and 4. Transparent, distribution of the income collected by SAMRO to it members and members of affiliated societies.

26 3. DISTRIBUTIONS: BLANKET LICENCE DISTRIBUTION - HOW IT WORKS 1. Predetermined annual licence fee (typically % of revenue) (e.g R20 000) 2. Gives User permission to use SAMRO-MEMBER REPERTOIRE; User must report back to SAMRO the Musical Works used 3. The total number of Musical Works reported is added up and converted to a total number of minutes reported (e.g musical works = minutes) 4. Each minute reported is taken as a UNIT ( minutes = units) 5. The value of each UNIT is calculated by dividing the Licence Fee paid by the number of UNITS (minutes) reported (R / = R2 per unit)

27 3. DISTRIBUTIONS: WHAT ARE PUBLIC DOMAIN WORKS? DP refers to public domain works. DP is not a person, it is an internal systems categorisation. A work is DP if it is out of copyright. No royalties are either collectable for or payable to any author in respect of DP works. The works are no longer protected by way of copyright and can be performed, broadcast or in any other way used, without the permission of the author and without the payment of royalties.

28 3. DISTRIBUTIONS: PUBLIC DOMAIN WORKS & LICENSING Under the licence, SAMRO ONLY ocollects royalties for its repertoire. DP works do not belong to SAMRO and thus do not fall within its repertoire. Why then do we have DP on our statement and system? So that we can apportion the arrangers share. The public domain portion of an arranged work does not form part of SAMRO s repertoire.

29 3. DISTRIBUTIONS: BLANKET LICENCE DISTRIBUTION & DP- HOW? Users generally report ALL WORKS used, not just SAMRO Works. BUT SAMRO ONLY PAYS OUT ON THOSE UNITS THAT BELONG TO SAMRO REPERTOIRE ( e.g. of the units only 850 are SAMRO repertoire) Units (or parts there of) allocated to non-samro repertoire (e.g. Public Domain works) are disregarded and the entire LICENCE FEE is allocated to the UNITS that are part of SAMRO repertoire. (The 150 DP Units are not paid out and the value of R300 (150 x R2) is distributed to the recipients of the 850 SAMRO Units)

30 3. DISTRIBUTIONS: PUBLIC DOMAIN ARRANGEMENTS WAY FORWARD? Understanding how SAMRO treats MUSICAL ARRANGEMENTS What then happens when an arranger uses a DP work to create a new work? Should the arranger be allowed to claim 100% of the royalties for the arranged work? Currently: the arranger is credited with 16.7% for the portion of the work that he created on the back of the DP work The remaining 83% remains in the collection pool to be distributed to all copyright musical works. Why 16.7%? What if the new arrangement is fundamentally different to the DP work? Should this Arranger s percentage be more than 16.7%?

31 WHY 16.67%?? IF A MUSICAL WORK IS DIVIDED AS FOLLOWS (A THEORY): LYRICS: 33.33% MELODY: 33.33% COMPOSITION: 33.33% (16.7% ARRANGEMENT / 16.7% STRUCTURE) 100% OTHER TERRITORIES: BMI (USA): 20% SACEM (FRANCE): 15% GEMA (GERMANY): 25% APRA (AUSTRALIA): 12.5% 25% PRS (UK): 100%

32 IF THE ARRANGER IS NOT APPORTIONED 100% OF THE COPYRIGHT IN THE ARRANGEMENT HOW SHOULD THE DP ROYALTY BE UTILISED?

33 3. DISTRIBUTIONS: DISTRIBUTION BASIS METHOD DESCRIPTION Census Sample Census distribution involves data collection, processing and payment for every single performance. Sample distribution entails the collection of a representative sample of actual performances as the basis to distribute total revenue. Analogy Analogy based distribution mechanisms are used when sufficient data is not readily available. It entails the use of a similar or analogous dataset as the basis for revenue distribution.

34 Thank You