2022 BOARD ELECTIONS
Elections for the Recorded Music NZ Board take place every three years. There are two elected positions on the Board: the Independent Rights Holder Representative Director and the Artist Representative Director. Independent shareholders of Recorded Music are eligible to vote in the elections and to nominate candidates. Further information about the role and composition of the Board, and eligibility information for the elected directors, is set out on this page of the website.
The 2022 elections will be held as follows:
5:00 pm Friday 1st April – Cut-off date for right holders that wish to register as independent shareholders in order to be eligible to vote in the election, and/or to nominate a candidate
Monday 4th April – Opening date for nominations for each of the two elected positions. Information about how to nominate someone or to be nominated yourself is included below
5:00pm Monday 11th April – Cut-off date for nominations
Monday 2nd May – Confirmed candidates published, and voting opens
5:00pm Monday 9th May – Cut-off date for votes
Monday 16th May – Recorded Music advises the outcome of the election
Nominations and votes must be submitted using the submission links included in emails from Recorded Music NZ – no other form of submission will be accepted. If you wish to vote or be nominated as a candidate in the election, please ensure that you are registered as an independent shareholder, and that we have your current email address.
If you wish to nominate someone as a candidate:
- Please discuss it with that person first.
- When you receive the email on Monday 4th April, you will be able to submit nominations using the submission link.
- Each independent shareholder will be able to nominate one person for each of the two positions.
If you wish to put yourself forward as a candidate:
- Please carefully read the information below about eligibility, the role of the Board, and Recorded Music’s expectations of directors, before you proceed.
- Successful candidates will be required to sign a document indicating they understand and accept these expectations.
- You can either nominate yourself or be nominated by another independent shareholder – all nominations must be made via the email submission link.
- Although some people may meet the eligibility criteria for both Independent Rights Holder Director and Artist Representative Director, you can only proceed as a candidate for one position at each election.
- If you are nominated you will be asked to complete certain steps before you are confirmed as a candidate.You will need to:
- Provide a suitable biography
- Provide a short statement setting out why you believe you should be elected
- Meet with the Chairperson of the Board to discuss the role, Recorded Music’s expectations, and the legal and ethical obligations on directors generally
- Provide evidence of eligibility if required
If you wish to proceed as a candidate, we need to be able to contact you between the close of nominations and Monday 2nd May when candidates are confirmed. If we cannot contact you during that period or you do not provide the material set out above, you will not be able to proceed as a candidate.
If you have questions or would like to discuss this further please contact us on email@example.com.
About the Board of Directors
Recorded Music NZ is a limited liability company governed by a Board of Directors. The company structure is summarised here.
The role of the Board is to set the high level strategic goals of the company and to monitor the implementation of those goals by the management team, in line with the Vision, Mission and Core Principles. This includes providing financial oversight, ensuring responsible use of resources, enhancing relationships with stakeholders and monitoring legal compliance.
In line with the Recorded Music constitution, the Board consists of:
- Threshold Directors (currently three) which represent right holders that have reached the threshold of 6% of distributions over the preceding three years;
- two elected directors representing independent right holders and artists respectively; and
- a Chairperson.
The Chairperson is selected by the Board and does not represent any right holder.
You can read about the current Board of Directors here.
Elections are held for the Independent and Artist Representative Directors every three years. You are eligible to vote on candidates if you are a master rights holder that is registered as an independent shareholder of Recorded Music NZ.
If you are a master rights holder and would like to become an independent shareholder, or if you would like more information please contact firstname.lastname@example.org.
For more information about the elected director positions, duties and role of directors and the election process, please continue reading below.
Who is eligible to be elected as a director?
The two elected director positions are:
Independent Rights Holder Director
This person must be a NZ resident and must be or be a representative of an entity that:
• owns or controls copyright in sound recordings within New Zealand and
• has entered into a Master Rights Agreement with Recorded Music NZ and
• is an independent shareholder of Recorded Music NZ
Artist Representative Director
This person must be a NZ resident and must be:
• a recording artist or a representative of recording artists (e.g. an artist manager) and
• registered with Recorded Music NZ in the Direct to Recording Artist Scheme (or in the case of an artist manager, affiliated with an artist that is registered with Recorded Music NZ)
To be eligible to stand as Artist Representative Director a person may be, but is not required to be, an independent shareholder.
All directors must also meet the eligibility requirements set out in the Companies Act and the Recorded Music constitution, and meet Recorded Music’s expectations as set out below.
An existing elected director is eligible to stand again as a candidate. If that person receives the highest number of votes they will be re-elected for another three year term
What are the legal duties of directors?
Recorded Music NZ is a registered limited liability company, which makes it different from other entities that operate as charities, membership associations or informal groups. Directors of Recorded Music NZ are subject to the provisions of the Companies Act 1993. Directors must act honestly, in the best interests of the company, and with reasonable care at all times. Part 8 of the Companies Act describes:
• who can’t be a director
• the various duties of directors
• how directors can exercise their rights and powers
• the minimum standards of behaviour expected of directors within their role.
The minimum standards include:
- acting in good faith and in the best interests of the company
- exercising your power as a director for a proper purpose
- not allowing, agreeing or causing the business to be carried out in a way likely to create a substantial risk of serious loss to the company’s creditors
- taking the care, diligence and skill that a reasonable director would exercise in the same circumstances
- ensuring the company can pay all its debts and has more assets than liabilities
- complying with the Companies Act.
Directors are also subject to duties and potentially liability under other laws, for example the Health and Safety at Work Act 2015.
In addition to the minimum legal standards, directors are required to meet Recorded Music’s expectations set out below.
What are Recorded Music’s expectations of directors?
In addition to obligations under the law and constitution, Recorded Music has high expectations of all directors (elected or otherwise) to act in a professional manner in all of their dealings. In particular directors are expected to:
• attend scheduled meetings and to allocate time to prepare ahead of those meetings
• be conscientious and honest and behave responsibly with respect to actual and potential conflicts, confidential information and decision making
• always be mindful of their responsibility to oversee the management of funds collected on behalf of right holders
• be respectful and inclusive in all dealings and comply with the Recorded Music Code of Conduct at all times. Bullying, harassment or sexual harassment of any, including sexist or racist comments or jokes, inside or outside of Board meetings, will not be tolerated.
• be committed to, actively support and seek to further Recorded Music’s Vision, Mission and Core Principles, including Recorded Music’s goal to respect and honour Te Ao Māori, and to improve diversity and inclusion both on the Board and across the organization and its wider activities.
These expectations will be summarised in an agreement to be signed by successful directors. The Board reserves the right to take appropriate action where these expectations are not met.