BOARD OF DIRECTORS

The Executive Governance Committee is made up of the Board of Directors’ elected officers and committee chairs. The purpose of the Committee is to ensure that the Board’s governance system and processes are effective, efficient and enhance corporate performance, enable efficient and effective Board work, and provide continuity for SOCAN operations between board meetings.

In co-operation with the executive team, the committee reviews and develops agendas and reviews content for the Board meetings. The committee also creates a work plan of activities and strategic discussions for the year, supporting the current strategic plan and including reviews of SOCAN’s annual budget, advocacy policies, etc. The work plan makes it easier for both management and the Board to monitor progress toward meeting our strategic objectives.

The EGC also has the responsibility to act as the Board’s compensation committee with regard to the CEO. In this capacity, the EGC manages the annual CEO evaluation process, which includes performance agreements with annual targets, etc. Additionally, the EGC coordinates a Board effectiveness evaluation and a peer assessment process to ensure that the Board of Directors operates to its fullest potential.

The purpose of the Membership committee is to monitor, identify and recommend member service opportunities, consider all of SOCAN’s diverse constituencies within our membership, determine retention and growth strategies for SOCAN’s membership, and develop policies and strategies to ensure a high-integrity link between the Board and SOCAN members.

In order to ensure that SOCAN serves the needs of its membership, we regularly conduct member surveys. The Membership committee oversees the questionnaire, reviews the results of the survey, and implements management’s recommendations to address issues raised. The Membership Committee also oversees SOCAN’s Annual General Meeting (AGM) and the organization of the SOCAN Awards in both Toronto and Montreal, as well as reviewing our overall communication strategies, policies and activities

The SOCAN Reproduction Rights Committee ensures that SOCAN’s governance of reproduction rights’ systems and processes are efficient and deliver the best value to our rights’ holders. Additionally, the committee annually reviews SOCAN’s reproduction rights’ services/licensing rates/commissions, bringing forward changes, where required, to the SOCAN Board of Directors for approval.

The SOCAN Reproduction Rights Committee was formed as a result of SOCAN’s acquisition of SODRAC.

The purpose of the Risk and Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities. The committee ensures that management implements appropriate systems to identify, monitor, and mitigate significant business risks, and incorporates priorities and new initiatives outlined in SOCAN’s strategic plan.

The committee monitors SOCAN’s capital fund and investments to ensure that returns are maximized, within a level of risk determined by the committee, with advice from external financial consultants. The committee also reviews the audited financial statements and then recommends them to the Board for approval, reviews quarterly revenue and expense forecasts to ensure that any issues are being monitored and addressed, and reviews and recommends the SOCAN annual budget to the Board of Directors for approval. The annual financial results are reviewed with SOCAN’s external audit firm to ensure that all information is accounted and reported accurately.

The committee also works with SOCAN’s internal auditor, reviewing ongoing internal procedures within SOCAN, as well as reviewing SOCAN external audits, monitoring compliance among licensees and working with management to fine-tune SOCAN’s business continuity planning and IT security.

Three members of the Risk and Audit Committee also form half of SOCAN’s Pension Committee, with the other half made up of the Chief Executive Officer, Chief Financial Officer and Chief Administration Officer.

The Tariff, Licensing and Distribution Committee assists the Board of Directors to ensure appropriate tariffs are proposed to the Copyright Board, oversees SOCAN’s licensing strategies, and recommends fair and appropriate distribution rules to the Board for approval.

The committee annually reviews SOCAN’s tariffs, proposing changes when required; monitors the use of music in the marketplace and proposes new tariffs where appropriate; reviews SOCAN’s current licensing strategies and monitors their results; reviews and recommends approval of negotiated agreements with licensees; regularly reviews SOCAN’s Distribution Rules, distribution methods and documentation, monitoring their fairness, efficiency, results and effectiveness, and proposing changes where necessary; and reviews member concerns regarding the application of tariffs and distribution rules.

The committee helps SOCAN analyze the effects of the evolving shift in music consumption from traditional media (TV, cable, radio) to digital and online, trying to better understand how this will impact licensing revenues and royalty distributions, and ensuring fairness and accuracy, as well as recommending the creation of new distribution pools for specific online uses, where required.

The committee works to ensure that SOCAN’s licensing and distribution policies continue to be efficient, creative and responsive. These strategies are aligned to cost-effectiveness and providing new and value-added services.