DIRECTors’ BALLOT BOOKLET Performing Right Society Limited Annual General Meeting Tuesday 21 May 2019, 3pm Ballot details Introduction Every year vacancies arise for positions of writer and/or publisher Director on the PRS Board for which Principal Voting (formerly known as Full) PRS members (including retiring Directors) are eligible to stand. This booklet explains the vacancies that have arisen this year and provides biographies of the 19 candidates who are standing. The Ballot determines the eligibility of candidates for appointment as a Director at the Annual General Meeting (AGM) in accordance with Article 59(b)(iii) of the PRS Ltd Articles of Association. The results of the Ballot will be announced at the PRS AGM on Tuesday 21 May 2019, to which all Voting (formerly known as Associate) and Principal Voting members will be invited. Vacancies Candidate information and the Ballot Six vacancies have arisen this year for Biographies of the candidates are the position of writer Director on the contained within this booklet together PRS Board and five vacancies have with lists of their proposers, current and arisen for the position of publisher recent directorships, and short manifesto statements. Director. The secure Ballot website (hosted by Candidates our independent scrutineers, Electoral Eleven candidates have submitted valid Reform Services (ERS)) contains a copy nominations to stand for the six writer of this booklet and a number of Director vacancies and eight candidates candidate canvassing videos. You may also receive canvassing materials sent have submitted valid nominations to direct by post by individual candidates. stand for the five publisher Director vacancies. The Ballot website also links to the platform which, following the approval Voting process by members at the 2017 AGM of changes to the PRS Regulations As there are this year more candidates governing a ballot, should be used by all than vacancies, the Society must eligible members for the purposes of conduct a ballot to determine the voting. The website will be accessible eligibility of each candidate for until 5pm on Tuesday 7 May 2019, appointment as a Director of the which is the deadline by which all votes Society. must be cast. Votes Voting members of the Society have one vote. Principal Voting members of the Society 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 codes ensure that no member may vote If you were in receipt of an email more than once. confirming that the Ballot was open, please: The results of the Ballot will be announced at the AGM. The statutory 1. Follow the unique (to you) link therein Notice of the AGM, proxy form and other - this will take you into the Ballot papers relating to the meeting will be portal where you will be able to view sent out no later than 14 clear days this booklet and more information before the date of the AGM. about the candidates before clicking through to the ERS voting website; then 2. Select no more than six writer candidates and no more than five publisher candidates (you may vote in both categories); and 3. Cast your votes accordingly. If you were in receipt of a letter confirming that the Ballot was open, please: 1. Go to: www.ersvotes.com/prsdirectors2019 2. Enter both parts of the unique (to you) security code printed in that letter - this will take you into the Ballot portal where you will be able to view this booklet and more information about the candidates before clicking through to the ERS voting website; then 3. Select not more than six writer candidates and not more than five publisher candidates (you may vote in both categories); and 4. Cast your votes accordingly. Directors’ Ballot Booklet | 03 Useful information Q. What is the composition of the PRS • The Nomination & Remuneration Board? Committee oversees all aspects of A. The Board consists of 25 Directors. Chief Executive Officer and senior There are 22 non-executive Directors management appointments. elected from the membership: 11 • The Licensing Committee reviews writers and 11 publishers who represent and directs overall licensing between them many musical genres. In strategy and policy. addition, there are two external Directors who are appointed from outside the • The Distribution Committee PRS membership and employees, and approves changes to agreed or one executive Director, the Chief existing distribution policy Executive Officer. principles and the introduction of any new distribution policy Q. How many times a year does the precedents. Board meet? Opportunities arise from time to time A. The PRS Board meets five to six times for PRS Directors to stand for a year. appointment to the Executive Board. The Executive Board oversees the Q. Are Directors required to attend any operations and performance of PRS’ other meetings? wholly-owned subsidiary, PRS for A. Yes. Directors are expected to serve Music Limited, in accordance with on at least one committee and many agreed mandates from the PRS Board. Directors sit on more than one. The role of each of the main committees Q. Are PRS writer and publisher Board is as follows: Members remunerated? • The Audit Committee’s A. Currently, non-executive writer and responsibilities include overseeing publisher Directors receive a basic the company’s finances and remuneration package covering financial controls, the integrity of attendance at board and committee financial statements, internal and meetings and work outside of external audit processes and meetings. Details of Directors’ findings, accounting policies and emoluments are contained in the judgements, and management’s Annual Report and Financial processes for identifying and Statements. controlling risks. Directors’ Ballot Booklet | 04 Q. How would I put myself forward as a candidate for the PRS Board in the future? A. Directors of PRS retire automatically at the third AGM following that at which they were last appointed. This gives rise each year to a number of writer and publisher Director vacancies on the PRS Board. If you wish to put yourself forward for such a vacancy, you must be a Principal Voting writer or publisher member (successor members are not eligible to stand) and be nominated by ten other Principal Voting members of PRS. Details of the vacancies and nomination procedures are provided on the PRS for Music website (prsformusic.com/prs-agm). If you would like more information about the Directors’ Ballot, please contact the Secretariat on +44 (0)20 7580 5544, or [email protected]. Directors’ Ballot Booklet | 05 Publishers Jackie Alway Universal Music Publishing Proposed for appointment by: Bucks Music Group, Concord Music, Simon Darlow, Edward Gregson, Crispin Hunt, Steve Levine, Julian Nott, peermusic (UK) Ltd, Sony/ATV Music Publishing (UK) Ltd, and Warner Chappell Music Ltd. As a keen musician at school (playing violin and guitar), I knew from a young age that I wanted to work in the music industry. After graduating in Law from Christ’s College, Cambridge University, I trained as a Solicitor with The Simkins Partnership, one of the leading music law firms in London. I worked for Simkins in their Music Department for 18 months following qualification, before moving in-house working in a combined Business Affairs role for BMG Records and BMG Music Publishing. After a year I made the move full time into BMG Music Publishing, loving the culture and opportunity to work in an industry where creativity and long-term working relationships based on trust are so valued. I worked for the BMG Group in legal and business affairs roles across all genres until 2007, ultimately as Commercial Director working for the UK company and supporting Group publishing companies around the world ex North America. When BMG was acquired by Universal in 2007, UMP kindly kept me in post then expanded my role. I am now EVP, International Legal and Industry Affairs for Universal Music Publishing International. My responsibilities include multi-territorial digital licensing, society and governmental relations (fighting for copyright and the rights of creators and right holders) and providing support to UMP companies in developing markets and elsewhere, trying to generate new sources of revenues for songwriters. I have been privileged to serve on the PRS Board for six years. I am Chair of the Music Publishers Association and am a Board Director of UK Music. I also serve on the Board of the MCPS and have been recently appointed to the Board of MCPS Ireland. Current and recent directorships: Complete Music Ltd, Fiction Songs Ltd, G. Ricordi & Co (London) Ltd, MCPS Ltd, MCPS (Ireland) Ltd, Mucho Loco Music Ltd, Music Publishers Association Ltd, Performing Right Society, PRS for Music Ltd, UK Music 2009 Ltd, Universal Music Publishing Europe Ltd, Universal Music Publishing International Ltd, Universal Music Publishing International MGB Ltd, Universal Music Publishing Ltd, Universal Music Publishing MGB Holding UK Ltd, Universal Music Publishing MGB Ltd, Universal Publishing Production Music Ltd, Universal Muzik Taksim Edisyon Anonim Sirketi. PRS Board attendance since date of last appointment: 12 out of 15 meetings. Directors’ Ballot Booklet | 06 Jackie Alway Universal Music Publishing Manifesto I have been privileged to work in the music publishing industry for 26 years, and to have served on the PRS Board for the last six years. During my time on the Board I have seen the importance of working together as a community. I have always tried to contribute to our collective community, participating in many committees and working groups over the years, and it would be an honour to continue to serve on the PRS Board. I am lucky enough to have a job which affords me a global perspective on our industry, particularly in the related areas of copyright legislation and digital licensing.