Who can nominate to become a director?

Any Full Writer Member or the corporate representative of a Publisher Member may stand for election as a director, providing they are eligible to vote in the election and attend the AGM. This means that only full members who have earned royalties during either of the last two financial years are eligible to nominate to become a director. 

Can Writer Members nominate themselves?
  • NO. An eligible Writer Member can only be nominated by another Full Writer or Publisher Member in the prescribed form (i.e. the official nomination form available from the Company Secretary’s office). 
  • Publisher Members are able to nominate their corporate representative to stand as a candidate in the election of Directors.
If a member is nominated by someone without their knowledge do they have to stand for election?

NO. If a member has been nominated to stand as a candidate in the election of directors they must accept the nomination before the cut off date in order to be included on the ballot.

How many seats are available on the Board each year?

The APRA Board consists of six publisher directors and six writer directors (one of which must be a New Zealand writer member).

  • Each year two writer directors and two publisher directors must retire from the APRA Board, provided they have served at least three years on the Board. The order of retirement is determined based upon the length of time a director has served in their current term – i.e. those who have been in office longest must retire.

The AMCOS Board consists of 12 directors. There is no defined split between writer and publisher members in the AMCOS constitution.

  • Each year four of the AMCOS Board must retire, provided they have served at least three years on the Board. The order of retirement is determined based upon the length of time a director has served in their current term – i.e. those who have been in office longest must retire.

If a director resigns before the end of their term the Board (at its discretion) may appoint another Full Member to fill this role on a casual basis until the next AGM.  If a casual vacancy exists in any given year, this seat will be up for election in addition to the usual number of vacancies created by the retiring directors.

Which directors can a member vote for?

In the APRA Board election, eligible Writer Members can only vote for those writer members who have nominated to stand in the election of directors (subject to the following conditions):

  • Australian resident Writer Members can only vote for Australian writer candidates;
  • New Zealand resident Writer Members can only vote for the New Zealand writer candidate.

In the APRA Board election, eligible publisher members can only vote for the corporate representatives of those publisher members who have nominated to stand in the election of directors.

In the AMCOS Board election, eligible full members may vote for any nominated candidate they choose.

Who is eligible to vote?

Only full members who have earned royalties during either of the last two financial years are eligible to vote.  These earning requirements apply independently to both APRA and AMCOS – i.e. if you are a member of both organisations but have only earned royalties from one company in the last two years, then you can only vote in the election for that company. 

How many votes does each member have?

At the 2018 APRA and AMCOS Annual General Meetings held on 21 November, members passed a special resolution that relates to their voting entitlements at future AGMs and Board Elections.

What was the previous situation?

Previously, the Constitution provided that every APRA or AMCOS member who has received any earnings at all over the previous two financial years is entitled to cast one vote in the relevant company’s Board elections and AGM.  Members are then allocated one additional vote for every $500 “block” of earnings they have received over the last financial year.  

So by way of example, currently an APRA member who received $5,000 in APRA earnings during the year ended 30 June 2018 was allocated 11 votes for the 2018 APRA Board elections and AGM (one vote for being an “earning member” plus 10 additional votes for the $5,000 in earnings they received).

What has changed?

At the AGMs on 21 November, APRA and AMCOS members approved a change which means that rather than allocating members an additional vote for every $500 “block” of earnings, an additional vote will only be allocated for every $2,500 “block” of earnings received over the last financial year.

If a member were to receive $5,000 in earnings during the previous financial year, they will be allocated 3 votes to use in that year’s Board elections and AGM (one vote for being an “earning member” plus 2 additional votes for the $5,000 in earnings they received).

Why make the change?

Members voting entitlements have been weighted on the basis of their earnings since the existing $500 “block” of earnings required for an additional vote was first introduced into the APRA Constitution back 1968 and the AMCOS Constitution in 1979.  Given the amount of time that has passed since this principle was first introduced, the APRA and AMCOS Boards felt it was time to review the amount required for each additional vote.

In addition, it was made clear to the APRA Board and Management at the 2017 AGM that many lower earning members strongly believed that the existing $500 “extra vote threshold” had created a “vote value” shift that favoured high earning members at the expense of APRA members who earn less than $500 in APRA earnings each year. APRA and AMCOS have always prided themselves on taking into account member concerns and feedback and the proposed change is an attempt to address the concerns raised in a sensible and proportionate manner.

The APRA and AMCOS Boards hope that the change will encourage more members (particularly members with lower annual earnings) to participate in the Board election and AGM process in the knowledge that in the future their single vote will carry up to five times more weight (comparative to higher earning members) than it used to.

Why increase the “extra vote threshold” to $2,500 and not some other amount?

The APRA Board considered a number of different valuation metrics in coming up with the proposed new threshold of $2,500 in earnings for each additional vote.  The methodology that the Board settled on as the fairest approach was to look at the average earnings per APRA member over the period from 1994 (the earliest year we have reliable data) to 2017.  This approach takes into account both the significant increase in APRA Net Distributable revenue over the period but equally the extraordinary growth in the number of APRA members during that time.  The result of this analysis was that the average annual earnings per member between 1994 and 2017 was $2,421, which the Board decided to round up to $2,500.

However, the Board acknowledged that setting any amount as the “extra vote threshold” was not a perfect science and accordingly the amount should be reviewed again in another three years to ensure the new threshold was still relevant in the future market conditions.

The AMCOS Board agreed with the APRA Board’s approach and took the view that a consistent approach to member voting entitlements across both companies was imperative.

Is there a cap on the number of votes any single member can receive?

Yes, for APRA, any single writer member’s voting entitlement is capped at 15% of the total votes allocated to the writer members and any single publisher member’s voting entitlement is capped at 15% of the total votes allocated to the writer members.

It is also important to remember that for APRA, only writer members are entitled to vote in the elections for Writer Directors on the APRA Board and only publisher members are entitled to vote in the elections for Publisher Directors on the APRA Board.

For AMCOS, each member’s voting entitlement is also capped at 15% of the total votes allocated to all AMCOS members.

What will the change mean for me in practice?

The change has the greatest impact on members who earn less than $2,500 in earnings per annum.  For example, a member who earns $2,400 in a financial year currently receives 5 votes (one vote for being an earning member and 4 votes for each additional “$500 block”) whereas in the future that member would only receive 1 vote.

Conversely, a member who receives $25 in earnings in the previous financial year will still only receive 1 vote – but they now have the same voting entitlement as any other member who receives up to $2,500 in earnings that year. In this sense the change will have a significant democratising effect.

As for members who currently earn over $2,500 in earnings per annum, the change has little relative effect because the proportionate reduction in votes for this “high earning” category of member is the same for all members in that category.

Why are voting entitlements weighted by earnings at all – why is it not one member one vote?

Weighting members’ voting entitlements on the basis of a member’s earnings is standard practice in copyright collecting societies in Australia and internationally.  It is also consistent with the vast majority of companies around the world where shareholders with a greater shareholding in the company receive a corresponding greater voting entitlement when it comes to the Board’s elections and AGMs.

Another way of looking at it is that it is not unreasonable for members with a greater financial stake in APRA or AMCOS to have a greater say in how those companies are governed and managed. Higher earning members are contributing significantly more to operating costs by way of commission than lower earning members and so it is fair enough that they should have more say in how their contribution to the collective is being utilised.

Can a member vote for more than one candidate in the election?

YES. Members who are eligible to vote in the election may choose to vote for one or more of the candidates in their respective category (i.e. writer candidates or publisher candidates).  For example, if two Writer Member Directors are to be elected and seven Full Writer Members have been nominated to stand as candidates, an eligible voting member can vote for a maximum of two of these candidates).

How do members vote?

In accordance with the APRA & AMCOS constitutions, all eligible members will be asked to cast their votes electronically through the secure login section of the website. Voting will close seven days prior to the election.  There is no voting on the day of the AGM.

A paper ballot will only be distributed to a member if they request this within five days of receiving their notice of meeting.  All requests for paper ballots should be referred to writer@apra.com.au.

How long does a director serve on the Board?

In accordance with the APRA and AMCOS constitutions, an eligible member can be elected to the Board for an initial term of three years.  After this time they must retire, but if eligible they can nominate to be re-elected by the members for a subsequent term.

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