DIRECTors’ BALLOT BOOKLET Performing Right Society Limited Annual General Meeting Tuesday 18 August 2020 Ballot details Introduction Every year there are vacancies for writer and/or publisher director positions on the PRS Board. If you are a Principal Voting member (including retiring directors), you can put yourself forward. This booklet details this year’s vacancies and includes biographies of the 10 candidates who are standing for election. The Directors’ Ballot determines if candidates are eligible to become a director at the Annual General Meeting (AGM) in accordance with PRS’ Articles of Association. The results of the Ballot will be announced at the AGM on Tuesday 18 August 2020. Vacancies There is one writer director vacancy and Candidate information and the Ballot three publisher director vacancies on You can find the candidates’ biographies the Board this year. in this booklet, as well as lists of their proposers, current and recent Candidates directorships and short manifesto statements. There are six candidates standing for the one writer director vacancy and four The secure Ballot website, hosted by our candidates standing for the three independent scrutineers, Civica Election publisher director vacancies. Services (CES, formerly Electoral Reform Services), contains a copy of this booklet Voting process and candidate canvassing videos. As there are more candidates than The Ballot website also links through to vacancies this year, we will hold a Ballot the platform where you will need to vote. where members will vote to determine The deadline for voting is 5pm on the eligibility of each candidate for Tuesday 4 August 2020. appointment as a director on the Board. Votes If you are a Voting member, you have one vote. If you are a Principal Voting member, you have 10 votes and, if qualified in accordance with the Articles, an additional 10 votes. Directors’ Ballot Booklet | 02 How to vote The unique links and personal security If you received an email confirming that codes make sure that no member can the Ballot is open, please: vote more than once. 1. Follow the unique (to you) voting link The results of the Ballot will be included - this will take you to the announced at the AGM. The statutory Ballot portal where you will be able to Notice of the AGM, proxy form and other view this booklet and more papers relating to the meeting will be information about the candidates sent out at least 14 days before the AGM. before clicking through to the CES voting website 2. Select no more than one writer candidate and no more than three publisher candidates (you may vote in both categories) 3. Cast your votes. If you received a letter confirming that the Ballot is open, please: 1. Go to www.cesvotes.com/prsdirectors2020 2. Enter both parts of the unique (to you) security code printed in the letter - this will take you to the Ballot portal where you will be able to view this booklet and more information about the candidates before clicking through to the CES voting website 3. Select no more than one writer candidate and no more than three publisher candidates (you may vote in both categories) 4. Cast your votes. Directors’ Ballot Booklet | 03 Useful information Q. Who makes up the PRS Board? • Licensing Committee: responsible A. There are 25 directors on the Board. for overall licensing strategy and Twenty-four of these are non- policy, broadcast, online and executive directors: 11 writers and recorded media schemes and 11 publishers who represent many licences covering both performing musical genres and two external right and joint PRS-MCPS directors who are appointed from licensing. outside PRS. There is one executive • Distribution Committee: approves director (our Chief Executive). changes to distribution policy, including any new policies Q. How many times a year does the covering individual and joint Board meet? revenue streams. A. The Board currently meets five to six times a year. From time to time there are opportunities for PRS directors to Q. Are directors required to attend any stand for appointment to the other meetings? Executive Board. A. Yes, directors are expected to serve The Executive Board oversees the on at least one committee, with operations and performance of PRS’ many directors sitting on more than wholly-owned subsidiary, PRS for one. Here are the roles of each of the Music Limited, in accordance with main committees: agreed mandates from the PRS • Audit Committee: looks after Board. financial matters, internal controls and risk management, as well as Q. Are PRS writer and publisher Board external and internal audit members paid? processes and findings, accounting policies and A. Non-executive writer and publisher judgements. directors receive a basic payment package covering attendance at • Nomination & Remuneration Board and committee meetings and Committee: looks after CEO and work outside of meetings. You can senior management find details of directors’ payments in appointments, terminations, the Annual Report and Financial succession planning and Statements. payments. Directors’ Ballot Booklet | 04 Q. How would I put myself forward as a candidate for the PRS Board in the future? A. Directors have to retire automatically at the third AGM following their last appointment. This means there are writer and publisher director vacancies on the Board every year. If you want to put yourself forward, you need to be a Principal Voting writer or publisher member (successor members are not eligible to stand) and be nominated by ten other Principal Voting members. You can find more information at www.prsformusic.com/agm. If you would like to know more about the Directors’ Ballot, please contact the Secretariat on +44 (0)20 7580 5544, or email [email protected]. Directors’ Ballot Booklet | 05 Publishers Andy Godfrey BMG Rights Management (UK) Proposed for appointment by: Audio Network Ltd, Barry Blue, Simon Darlow, Jim Duguid, Michelle Escoffery, Faber Music Ltd, Tom Gray, Steve Levine, Novello & Co Ltd, and Philip Pope. Andy Godfrey joined Chappell International in 1980 and gained valuable experience in the copyright and royalty departments during the period when the company was purchased by Carlin Music Corp and subsequently merged with Warner Bros Music. For five years Andy was Contracts Coordinator at Warner Chappell Music, then in 1993 he moved to Chrysalis Music Ltd, where, as Head of Administration, he played a significant role in setting up the administrative framework as the company expanded its operations into France, Germany and Benelux. Following BMG’s acquisition of Chrysalis in 2010, Andy became VP Copyright and has subsequently overseen the UK end of the integrations of several major catalogue purchases. Andy served on the PMLL Board of Directors from 2014 until summer 2019 and in October 2019 joined the MPA board. In December 2018, Andy was presented with the MPA’s inaugural Tony Pool Award. Current and recent directorships: Music Publishers Association Ltd and Printed Music Licensing Ltd. Directors’ Ballot Booklet | 06 Andy Godfrey BMG Rights Management (UK) Manifesto After dabbling with chemistry at university, I realised I was really a music person and spent the last two years of the 70s in a new-wave band. This led to a growing interest in the nuts and bolts of the business that keeps the whole marvellous universe of music up and running. It also led to my first job in publishing and almost 40 years later, I have gained valuable experience across most areas of our business, specialising in copyright and royalties. During the latter half of that time, I have served on the MPA PPC and PRS for Music Publisher Operational Group, thereby acquiring a good understanding of the challenges that must be overcome in the areas of effective and accurate data handling, automation of complex systems and preparation for the battles that we must surely fight to protect music copyright in the face of the interests of big tech and media companies. I feel that my long experience of data handling and the fine tuning of administration systems would be a valuable addition to the knowledge base of the PRS Board. PRS is already a world-leading rights society and I look forward to the opportunity to work with the other members of the PRS Board to continue the process of renewal and improvement. IMPORTANT: Publication of this statement, or any subsequent communication of it, does not constitute endorsement or the promotion of the candidate by the Society, or any member of its management or staff. The statement has been written by the candidate and has not been altered in any way. The views and/ or opinions expressed are the candidate’s own. Directors’ Ballot Booklet | 07 Publishers Alexander Kassner Kassner Associated Publishers Proposed for appointment by: Beggars Music Ltd, Bucks Music Group Ltd, Concord, Crispin Hunt, Downtown Music UK Ltd, Norman W Giscombe, peermusic UK Ltd, Reservoir/Reverb Music Ltd, Sony/ATV Music Publishing (UK) Ltd and Universal Music Publishing Ltd. I have been responsible for legal and business affairs at the Kassner Music group since 2009. In the intervening decade, I have relished the excitement of working with songs that formed the soundtrack to my youth and the opportunity to be involved with the creative talent behind the hits of tomorrow. My path to a career in music was slightly longer than some. I completed an English degree at Newcastle University and then a postgraduate diploma in law at BPP Law School before training as a solicitor with city firm CMS Cameron McKenna. I practised banking law there for three years post-qualification with clients that included Amazon.com, Deutsche Bank and JP Morgan, before realising my heart lay in music and joining the family publishing business. My key achievements to date include leading deals to secure the representation of the music of highly acclaimed songwriters such as Junior Giscombe, the Jungle Brothers, Leon Haywood, Tommy Boyce, Gregg Sutton, Joe Smooth and Chicane.