PRS for Music members adopt new 'historic' governance rules

 By Emmanuel Legrand

 

PRS for Music will change its governance rules following the approval by the rights society's AGM on August 18 of a series of proposals that will make more room for diversity and efficiency. The new Articles of Association and the Rules and Regulations put to the votes follow an 18-month review of its governance rules, undertaken by expert consultants such as Mazars and lawyers.

  The recommendations of this independent review had been put to the PRS board, which has endorsed them in its majority and now they have been adopted by the membership. "The new governance will make PRS more flexible, more fleet-of-foot in our decision-making process and more cost-effective," said PRS for Music CEO Andrea C. Martin, who held her first AGM after one year in the job.

More efficient and cost-effective

  The proposed governance changes include:

  - The PRS Board will be renamed as the Members’ Council, with a renewed focus on member engagement, and ensuring the views of the membership are reflected in decision making process. It continues to approve the corporate strategy, annual budget and accounts and the appointment of its CEO and Board members. The Audit Committee, the Nominations Committee and the Remuneration Committee report to the Council.

  - The Members’ Council will be smaller than the current President, although there will be a small increase in the number of independent non-executives, "in order to be more efficient and cost-effective." Council Members will be reduced from 11 to eight in each category. This will be implemented gradually from 2021 to 2023.

  - The new Members’ Council will appoint a Writer President who will champion PRS and its membership. The Writer President of the Council will be appointed from the Writer Council Members. The Presdient will be appointed for a two-year term with a maximum of two terms.

  - PRS will continue to have a Chair of the Member Council, whose role is to set the Member Council’s overall agenda, chair Council meetings and make sure the Council and its committees run successfully, chair the AGM. The Chair will be assisted by one deputy chair (reduced from the current two). The Chair and deputy chair will always be one writer and one publisher.

  - Directors will be subject to a limited number of terms on the Council, with up to five three-year terms. This is meant to encourage new blood and diversity.

  - The election of Writer and Publisher Council members will be changed to collegiate voting. Writer members will vote for Writer candidates, and Publisher members will vote for Publisher candidates. This was established to make sure that each constituency controlled those who were to represent it, said PRS.

  - Out of the eight publisher member seats on the Council, three seats will be designated for the highest earning Publishers, which means that representatives from Sony/ATV, Universal Music Publishing Group and Warner/Chappell will have de facto a seat at the board. These reps will be able to be on the Council without going through the ballot process, but they will not be able to participate in the ballot or appointment process for the other Publisher seats on the Council.

Full accountability to the Board

  In addition, PRS for Music's Executive Board, will simply be named the Board, with "a renewed focus on strategic delivery and commercial operation, empowering PRS’ Executive Leadership Team to manage the business with full accountability to the Board."

  The Executive Board comprises 13 directors drawn from the PRS Board with the PRS Chairman being an ex officio member. Its purpose is to oversee all decisions except those made by the PRS Board. The members of the Board will be drawn from the Members’ Council.

  Each term appointment is three years (against four previously) and there is a limit of three terms in total. It was made up of: four writer and four publisher (two independent and two of the three highest earning publisher member) directors; four independent directors (one of whom is the Chairman); one executive director (the CEO of the society).

Historic changes

  Legal and business affairs executive Alexander Kassner has been newly appointed as a Publisher Director of the PRS for Music, alongside Roberto Neri, Executive Vice President and Head of Business Development for Europe  at Downtown Music Publishing, and Jo Smith, International Director of Society and Industry Affairs at Warner Chappell Music, who have been re-appointed to the Board as Publisher Directors. John Truelove has been re-appointed as a Writer Director. 

  Commented Nigel Elderton, Chairman of PRS for Music and MD of peermusic UK and Europe President for peermusic: "I am incredibly pleased to see that our proposed governance changes have been approved. These historic changes will allow us to deliver more engagement, efficiency and transparency for our members. Furthermore, we anticipate the approved changes will lead to more opportunities for members to join the Board and by association we hope for greater diversity on the Board in the future."