Governance

Supervisory Board for Copyright 

On 15 July 2003, the Act on the Supervision of Collective Management Organisations for Copyright and Neighbouring Rights came into effect. This legislation led to the establishment of the Supervisory Board for Copyright (CvTA). On 26 November 2016, the Act of 14 November 2016, amending the Supervision and Dispute Resolution Act for Collective Management Organisations to implement Directive 2014/26/EU of the European Parliament and the Council on the collective management of copyright and related rights, was enacted.

The CvTA is responsible for overseeing collective management organisations (CMOs). Among other duties, it ensures that CMOs maintain clear and orderly administration, lawfully collect the fees owed, distribute these fees to rights holders in a timely manner, apply transparent pricing structures, and are adequately equipped to perform their tasks properly.

In carrying out its responsibilities, the CvTA has several powers: the right to provide advice, access information, and inspect records; the authority to appoint accountants; and the ability to issue directives.

Section Members and Governance

The section members are appointed by the Media Federation (formerly the Dutch Publishers Association, NUV). The various sections elect a chairperson from among their members. The chairpersons of the sections collectively form the supervisory board of Stichting PRO. The authority over the substantive powers regarding management lies with the supervisory board of Stichting PRO. Profiles of the chairperson and board members are available on the Stichting PRO website.

Board members, including section members, carry out this role on an honorary basis. The activities are performed during working hours and, as such, these positions are indirectly remunerated. However, they do not receive any fees or allowances from Stichting PRO. Therefore, it has been decided to present the board members' positions as honorary in the overview of secondary functions. Presenting these roles as remunerated would suggest that the members receive compensation for their work as section or board members.

An exception is made for the chairperson of the supervisory board of Stichting PRO. This chairperson is independent and receives compensation for attending meetings and for other contributions.

Distribution Regulations

The distribution regulations, based on which Stichting PRO allocates funds to publishers, are evaluated every three years. In 2020, the distribution regulation for Loan Right funds was evaluated. Adjustments were made and submitted to the CvTA. During the reporting year, the distribution regulation for Reprography Rights funds was also adjusted (first submitted to the CvTA in 2019). The first distribution for Private Copying Rights dates back to 2018, with evaluation planned for 2021.

Supervisory Vision

1. Mission of Stichting PRO
   To provide support to collecting collective management organisations in order to optimise collections, ensure a fair share for publishers in collective schemes, and distribute these shares to publishers in the most complete, accurate, and efficient manner possible.

2. Which values and interests are served by the supervision?
   a. Supervision of the execution of schemes: Publishers can trust that the supervisory board will oversee the execution of the schemes in a professional manner and ensure their mandate is applied correctly. The implementation is handled by the executive team, while the supervisory board oversees this execution. This approach is outlined in a governance and management regulation. The supervisory board sets distribution regulations, based on which PRO allocates funds to publishers. These documents are available on the website. The board evaluates these regulations at least once every three years.

   b. Optimising collections and managing costs: Publishers have an interest in optimising collections and controlling costs. Deductions necessary to finance the execution of the schemes are agreed upon in close consultation with the supervisory board.

   c. Balancing the interests of publishers and users: The supervisory board ensures a balance between the interests of publishers and users and monitors the execution of the fund distribution.

3. The objectives and focus of supervision
   Stichting PRO supports the growing call for transparency in its work processes and guarantees that the execution of the schemes is carried out correctly. The goal of the supervisory board is the continuous improvement of publishers' positions within these schemes and continuous enhancement in the execution of fund distribution.

4. How supervision is carried out, both in structure and culture
   a. Authority over material competencies related to management rests with the board of Stichting PRO. The role of the board is outlined in the statutes, and there is also a board regulation.

   b. Stichting PRO operates under the Board + Management model, with a formal separation between the (supervisory) board and the executive team, as well as between the executive team and the actual operational processes carried out by Cedar B.V. employees.

   c. Stichting PRO follows the Governance Code for CMOs as a basis for good governance.

   d. The supervisory board adopts a critical monitoring and/or constructively advisory approach. To optimise the board's oversight role, a risk analysis is used. This analysis will be first established in 2023 and evaluated annually.

   e. Supervisors primarily oversee the organisation internally. Their external role is limited and only occurs in specific situations (e.g., negotiations with other CMOs or as ambassadors for collective management).

5. Information the supervisory body wishes to receive and how and when it is obtained
   a. The executive team reports at least biennially to the supervisory board on the execution of various schemes and the decisions made.

   b. An annual report, including a financial statement and transparency report, is submitted to the supervisory board.

   c. Regular consultations take place between the chairperson and the director.

6. Accountability to stakeholders
   Stichting PRO has a large number of stakeholders: rights-holding publishers, both individually and represented in organisations such as the groups within the Media Federation and NDP Nieuwsmedia; all foundations with which Stichting PRO collaborates, such as Reprorecht, Leenrecht, and Thuiskopie; Cedar as the executing organisation; the CvTA as the supervisory body representing the government; and VOI©E as the trade association for CMOs. The accountability to and contacts with stakeholders are as follows:

   a. Stichting PRO, as a copyright organisation, complies with the requirements of the 'Supervision and Dispute Resolution Act for Collective Management Organisations for Copyright and Neighbouring Rights' and, under this law, falls under the supervision of the Supervisory Board for Copyright Organisations (CvTA).

   b. Stichting PRO is a member of VOI©E and commits to the Code of Conduct for Collective Management Organisations.

   c. Stichting PRO adheres to the Top Income Standards Act for the members of the body exercising the supervisory function and the individuals responsible for daily management.

   d. The stakeholders of Stichting PRO include the rights-holding publishers whose rights are managed.

   e. During the reporting year, consultations were held with the CvTA, Media Federation, and auditors.

   f. An independent auditor audits the financial statement.

   g. The board provides feedback to stakeholders when necessary, and as far as possible. Additionally, stakeholders are kept informed of new developments and the payment process through a newsletter published several times a year.

   h. An annual report, including a financial statement and transparency report, is published on the website.

Application of the Governance Code for CMOs

The Governance Code for CMOs focuses on Standards for Good Governance of the Foundation, its Social Function, Board Model, an Integrity and Open Culture, and the Stakeholder Circle. These topics have already been addressed in the above Supervisory Vision and elsewhere on the Governance page.

In 2022, in close consultation with the CvTA, attention was given to finding a balance between striving for optimal transparency and justification, and the reasonableness of the number of paid hours invested in this. This specifically concerned the accountability of the home copy share distribution between publishers and authors, and informing rights holders who do not meet the minimum threshold.

There have been no conflicts of interest. There have been no reports of suspected misconduct or integrity violations.

The self-evaluation between the daily management and the supervisory body has shown that cooperation is proceeding well and that there are no particular issues to report.

Over the past year, consultations have taken place with the following stakeholders: the Media Federation, Thuiskopie, Leenrecht, Reprorecht, and individual publishers.

Complaints and Objections

Stichting PRO makes every effort to carry out its work in the collection and distribution of compensation carefully. To handle any complaints in accordance with the prescribed rules of conduct from the industry organisation VOI©E, PRO has an official complaints and objections procedure. You can submit a complaint via our website. Complaints regarding administrative handling or objections of a more principled nature will be properly addressed through this procedure.