Copyright Review Commission Report - ICT Law and Regulation ...
Copyright Review Commission Report - ICT Law and Regulation ...
Copyright Review Commission Report - ICT Law and Regulation ...
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7.2.2. The collecting societies play a significant role in ensuring that there is an efficient system of licensing, collection<strong>and</strong> distribution of royalties. Based on the importance of their role, the CRC believes that the st<strong>and</strong>ard ofcorporate governance needs to be at the appropriate levels.7.2.3. In South Africa, the latest report on corporate governance is referred to as King III, which was compiled by theKing Committee. King III adopts an ‘apply or explain’ rather than a ‘comply or explain’ approach to governancecompliance. In other words, governance is voluntary <strong>and</strong> not legislated.7.2.4. The CRC’s assessment for the three collecting societies with regard to corporate governance (as per King III)revealed non-compliance in areas listed in Table 3.Table 3: Areas of Non-Compliance with King III RequirementsKing IIIPrincipleKing IIIRequirementsSAMRO SAMPRA NORMa. 6.1The Board shouldensure that thecompany complieswith applicable laws<strong>and</strong> considersadherence to nonbindingrules, codes<strong>and</strong> st<strong>and</strong>ards.The Memor<strong>and</strong>um ofAssociation has beenin conflict with theCompanies Act of1973 for 37 years <strong>and</strong>it is in conflict with theCompanies Act of2008.The audited financialstatements for the lasttwo completedfinancial periods havenot yet been submittedto the Registrar of<strong>Copyright</strong>, contrary tothe requirements of theCollecting Society<strong>Regulation</strong>s <strong>and</strong> incontravention of theCompanies Act.The audited annualfinancial statements forthe year ended 31December 2010 werenot ready by 20 July2011.b. 2.16The Board shouldelect a Chairpersonwho is an independentnon-executivedirector.The currentChairperson is not anindependent nonexecutivedirector(representative of thepublishers).The currentChairperson is not anindependent nonexecutivedirector.The currentChairperson is not anindependent nonexecutivedirector.c. 2.18As a minimum, twoexecutive directorsshould be appointedto the Board, beingthe chief executiveofficer <strong>and</strong> the directorresponsible forfinance function.There are twoexecutive directorswho are the membersof the Board: CEO<strong>and</strong> COO. The headof finance reports tothe COO.The CEO is one of themembers of the Board.The Board is made-upof non-executivedirectors.d. 3.10The audit committeereport should beincorporated on theannual report.The audit committeereport is not part ofthe annual report.The audit committeereport is not part of theannual report.The audit committeereport is not part of theannual report.- 49 -