Governance

Mana Whakahaere

Recorded Music NZ is a limited liability company governed by a Board of Directors, with a company constitution and shareholders. The company structure is summarised here.

Recorded Music NZ operates as a collective rights management organisation according to a set of rules, policies and guidelines. The revenues that we collect (minus costs) are distributed to rights holders and recording artists, not paid to our shareholders as dividends.

Constitution:

Sets out how the company operates and the role of our Board and shareholders - download.

Distribution Policy:

Includes details about how we operate as a collective management organisation, including the non-exclusive licences we obtain from rights holders, licensing and collection of revenues and how we manage and distribute payments to rights holders and recording artists - view page.

Master Rights Agreement:

Sets out the non-exclusive licence that we need to obtain from rights holders in order to include their repertoire in our licensing and distribution - download.

Code of Conduct:

The expectations that we have of our staff, Board and others that we work with are set out in the Code of Conduct - download.

Our Music Network:

[update]How the Recorded Music NZ licensing and distribution ecosystem operates - download
How we operate alongside other organisations is summarised in the Music Map - download.
[update]To view a current list of registered NZ Direct-to-Recording Artists - download.
[update]To view a current list of registered Master Rights Holders - download.

Annual Reports:

About the Board of Directors

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 rights holders that have reached the threshold of 6% of distributions over the preceding three years
Two elected directors representing independent rights holders and artists respectively
A Chairperson

The Chairperson is selected by the Board and does not represent any rights 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 memberservices@recordedmusic.co.nz

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?

Recorded Music NZ is a collective management organisation that manages sound recording copyright in the field of broadcast, public performance and certain online uses. 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) A recording artist that is registered with Recorded Music NZ in the Direct to Recording Artist Scheme OR
b) An artist manager that is the nominated representative, for Recorded Music NZ purposes, of an artist that meets the criteria in para (a)

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 rights 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 organisation and its wider activities

These expectations will be summarised in an agreement to be signed by successful directors. The Board reserves the rights to take appropriate action where these expectations are not met.