Access Copyright Governance Policy

As approved by the Board of Directors, June 10, 2006

Guiding Principles

Access Copyright takes its energy and direction from its members. Its strength lies in the diversity of its membership and affiliates, the cohesiveness of all members in support of its goals, and the support of its affiliates.

Access Copyright operates on the basis that each member and affiliate is important. Its activities are determined by the needs of its affiliates. Its success is judged by its members and affiliates.

Access Copyright is committed to taking a leadership role in identifying and acting upon public policy issues and trends as they affect members and affiliates with respect to copyright matters. It is becoming the institutional memory for the industry as regards copyright policy and law.

Access Copyright works to achieve credibility and build relationships with members, affiliates, licensees and policy makers. It constantly works to maintain its position as a focal point within the publishing industry, including the creative community, and a reference point regarding matters of public policy affecting Canadian copyright law.

Access Copyright strives to be open and ethical in all it does. It treats members, affiliates, licensees and staff with dignity and respect. It strives for quality in all its undertakings.

Governance

Access Copyright is a not-for-profit corporation operating in accordance with the by-laws adopted by its members. Access Copyright is incorporated federally. The Access Copyright board consists of 18 voluntary directors, nine elected by the creator members of Access Copyright, nine by the publishing members, from the nominees of member organizations. The Board of Directors has fiduciary responsibility for the corporation. It employs an Executive Director who is responsible for carrying out activity approved by the Board. It has an Executive Committee, which is delegated tasks and powers by the Board of Directors. In addition to its by-laws, and the requirements of the Canada Corporations Act, the corporation operates with a governance policy as follows.

Board Policy Process Guidelines

The policy governance model has two objectives:

To be an effective tool to help the Access Copyright Board address both short and long-term issues as they arise in both a responsible and responsive manner;

To be an effective tool to help the Executive Director and staff to facilitate the development and implementation of Board policy in the service of the members and affiliates.

Responsibilities of the Board

1.1. Be well informed on issues and agenda items that require the attention of the Board
1.2. Prepare for, attend and actively participate in Board meetings
1.3. Prepare for, attend and participate in the meetings of assigned committees
1.4 Lead long-range planning and development, with the assistance of staff.
1.5 Keep confidential information confidential
1.6 Approach Board decision-making with an open mind and participate in making the best possible decisions for Access Copyright.
1.7 Represent the interests of members & affiliates served by Access Copyright
1.8 Work co-operatively with other Board members
1.9 Respect and support the decisions of the Board
1.10 Represent the organization to the broader community
1.11 Establish the policies necessary to govern the programs, services and performance of the organization.
1.12 Monitor the finances of the organization and assist in the budget process

Roles in Policy Development

Policy Formation (creating) is the responsibility of the Board. Committees of the Board, ad-hoc groups and administrative staff support this process. Policy formulation is based upon timely, clear information provided by members, committees, and staff working through the Executive Director. The volunteer leadership brings knowledge of the publishing industry to policy development. Staff can apply the knowledge of day-to-day operations and practices of the organization. This information is cooperatively shaped into policy proposals for the Board.

Policy Determination (deciding) is the sole responsibility of the Board of Directors. The Board alone has the legal responsibility, authority and accountability for policy decisions. Policies become guidelines for staff work, programs, and committee activities. Policies are the vehicles for achieving organizational purposes and objectives. A reporting process should be determined at the time a policy is made.

Policy Implementation (doing) is the responsibility of the Executive Director. Staff has the task of carrying out policy so that these decisions influence day-to-day operations. The Executive Director may ask volunteers (committees or individual Board members) to help implement a policy. When Committees take action, they only do so with a clear mandate from the Board. In effect, all staff and volunteers taking Board-sanctioned action report through the Executive Director to the Board. When staff and committees seek to interpret and implement Board-approved policies, they can expect the support of the Board.

Policy Administration (enabling) is the sole responsibility of the Executive Director and his/her staff. They are responsible for organizing the systems to make a policy operable (i.e. office procedures, staff assignments etc.). Individual Board members do not supervise nor direct the staff.

Policy Evaluation (reviewing) is the responsibility of both Board and staff. It is important to regularly monitor the effectiveness and impact of policy decisions, and to make recommendations for continuation and change. This way, both the Board and staff can monitor the short and long-range effects of a policy.

Committees of the Board

The Board of Directors may create committees, task forces and/or sub-committees to pursue ongoing policy development or to address specific policy issues. All committees are consultative and operate within the legal structure of Access Copyright as reflected in its by-laws.

Committee Terms of Reference

The mandate of each committee as defined below creates the framework within which a committee pursues its responsibilities in accordance with committee terms of reference, committee chair guidelines and its own mandate, as follows:

The core committees are Executive, Finance, Communications, Licensing and Distribution. The Board elects two Co-chairs to chair the Board and the Executive Committee, a Treasurer, who chairs the Finance Committee, a Secretary, who chairs the Communications Committee, chairs for the Licensing and Distribution Committees and two Co-chairs for the Nominating Committee. Any other committees must be appointed by the board.

Committee member appointments are subject to review from time to time by the Board of Directors. The Board will endeavour to ensure that committee membership is representative of Access Copyright’s member profile in terms of sectors represented by members and specific expertise within the mandate focus of the committee. Committees will ideally be composed of approximately 5-7 individuals who are Board members or active members of member organizations or others with an expertise needed. The chairs of the permanent core committees of the Board: Finance, Communications, Licensing and Distribution, serve on the Executive Committee.

The Executive Director, in consultation with committee chairs, will assign committee support staff. The Executive Director is a nonvoting member of all committees with voice but no vote.

Committees may be asked by the Board and/or the Executive Director from time to time to assist the Executive Director in an operational process.

From time to time, or on a continuous basis, a committee or the Board of Directors may wish to establish a sub-committee or task force for specific issues.

Role of Committee Chair

Call meetings as needed, but at least four times per fiscal year.

Work collaboratively with the Board, the Executive Director and staff to ensure that the committee discusses relevant business plans, implementation items and priorities and planning items.

Set agenda in consultation with appropriate staff, review supporting materials and meeting notes and ensure that the appropriate distribution of materials and all committee communication is undertaken through Access Copyright’s offices.

Conduct committee meetings in a manner that welcomes full attendance and full participation by all committee members and relevant staff.

Seek consensus.

Start and end meetings on time.

Make clear recommendations to the Board as appropriate. Recommendations must include a synopsis of the committee’s discussion, rationale for the decision, and an outline of consequences. Available alternate options should also be presented, along with brief explanations.

Committees and Mandates

The Board has a six-member Executive Committee, comprised of the publisher and creator Co-chairs, the Chair of the Finance Committee (Treasurer), the Chair of the Communications committee (Secretary), the Chair of the Licensing Committee, and the Chair of the Distribution Committee.

Constitutionally, one co-chair must be a publisher, one a creator. Other chairs are elected by the Board in the order presented above, with creator and publisher affiliation alternating. If the Finance Committee Chair (Treasurer) is a creator, the Chair of the Communications Committee (Secretary) must be a publisher. So too with the Licensing and Distribution chairs. If the Licensing Committee Chair is a publisher then the Distribution Committee Chair is drawn from the creator Board members. These executive members – three creators and three publishers – are elected annually by the Directors from among themselves.
The Nominating Committee, consisting of one creator representative elected by the creator Directors and one publisher representative elected by the publisher Directors. This committee presents nominations for all positions at the first Board meeting following the AGM.

There are five other standing committees of the Board: Communications, Distribution, Finance, Information Technology and Licensing. Each Board member usually serves on one of these committees; occasionally, a Board member will choose or be asked to sit on two committees. By tradition, membership on each committee is more or less balanced between creator and publisher members. Committee members are normally chosen at the Board meeting following the AGM.

The Board of Directors have defined the committee mandates as follows:

Executive Committee:

The Executive Committee shall guide the Board of Directors in developing policy, and shall carry out other responsibilities as delegated by the Board.

The Executive Committee is empowered to:

make or delegate all management decisions, including human resources and the appointment of all agents, counsel and consultants;

to approve agreements with other domestic and foreign collective societies; and

within the framework of existing policy established by Board decisions, to make licensing and distribution decisions including approval of the general form of licences for particular sectors, distribution schedules and amounts available for distribution;

subject to the following in carrying out its responsibilities:

The Executive Committee has the responsibility and the authority to work closely with the Executive Director and to consult with standing committees.

The Executive Committee may not make any long-term decisions that would alter any policy directives or other decisions of the Board or that would have the effect of significantly changing the character or overall structure of Access Copyright.

All expenditures authorized by the Executive Committee must be within budgets approved by the Board.
Minutes of meetings of the Executive Committee shall be submitted as soon as practicable to the Board of Directors.

Communications Committee:

The Communications Committee shall have responsibility for reviewing and advising the Board of Directors on communications policy, including:

The promotion of Access Copyright as the agent of choice and the affiliation of rightsholders.

Information and education of rightsholders, Member Organizations, licensees and other copyright users.
The Communications Committee shall consult with the Licensing Committee with a view to making joint recommendations on developing a repertoire (through affiliation of rightsholders) that will support existing and future licensing.

Distribution Committee:

The Distribution Committee shall have responsibility for reviewing and advising the Board of Directors on distribution policy, including:

Collection of data.

Form of models for equitable distribution of royalties to domestic and foreign rightsholders where full reporting data is not available.

Amounts available for distribution to rightsholders in different sectors participating in a particular licence.

Allocation of royalties between rightsholders in different sectors participating in a particular licence.

Distribution schedules.

Finance Committee:

The Finance Committee shall have the responsibility for reviewing and advising the Treasurer and Board of Directors on all financial matters and policy, including financial statement, budgets, investments, and the financial implications of Access Copyright initiatives.

The Finance Committee has the responsibility and authority to work directly with the Associate Director of Finance and Administration of Access Copyright.

Information Technology Committee:

The Information Technology Committee shall have responsibility for reviewing and advising the Board of Directors on information technology issues and policies, including those related to the following:

Rights Management Systems: systems maintenance and renewal; hardware and software acquisition, implementation and development.

Management and security of data: Access Copyright data, rightsholder and user data.

Network–Web access: development, security and maintenance.

International standards for digital rights management: development, adoption and implementation.

Use of Access Copyright’s proprietary rights management systems: dissemination and marketing.

Licensing Committee:

The Licensing Committee shall have responsibility for reviewing and advising the Board of Directors on licensing policy, including:

Proposals for licensing new sectors, including pricing arrangements.

Rightsholder consultation.

Form of model licences including copying guidelines.

Policy on approvals and signing of licences.

Digital licensing policy.

Compliance.

The Licensing Committee shall consult with the Communications Committee with a view to making joint recommendations on developing repertoire (through affiliation of rightsholders) that will support existing and future licensing.

Nominating Committee:

The Nominating Committee shall have the responsibility for identifying and nominating, when required, the names of suitable candidates for election to the Board of Directors of Access Copyright and to its various committees. The Nominating Committee shall consist of a publisher Director and a creator Director, each of whom shall be responsible for liaison with their respective publisher or creator co-chair and caucus of Access Copyright.

Other Committees:

On rare occasions, when an issue does not fall clearly into any committee’s mandate, or where an issue is likely to be time-limited, the Board may strike an ad hoc committee.

There have also existed several external advisory committees to the Board:

The Digital Advisory Committee.
The K-12 Advisory Committee.
The Post-Secondary Advisory Committee.