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Access Copyright Governance Model and an Open Letter to Access Copyright from DC Reid

Why a new governance model is needed...

A traditional business model under threat
- Fair dealing in education
- Overlap with emerging digital models
- Changing expectations and values around copyright

A revised mandate from members
¡°¡­the Board of Directors of Access Copyright directs the organization to transform by expanding its
existing mission with new services, business models and brand identity that are inclusive of all those
who use and value content. Our changed organization will place emphasis on the creation,
production and use of content as integral parts of a healthy and sustainable reading, writing and
learning ecosystem.¡± ¨C 2012 AGM Resolution

An urgent transformation initiative
Ongoing revenue generation for Creators and Publisher affiliates now depends on Access
Copyright¡¯s ability to develop customer©\facing services that enhance and prolong existing business
models, while readying the agency for emerging digital opportunities. We believe we are heading
towards the development of copyright clearance and content access tools that will integrate
seamlessly across digital platforms.

Our future success depends on strategic planning, innovation,
efficiency, adaptability and market knowledge.

Highlights of proposed new governance model
- Emphasis on the recruitment of directors with specific competencies and sector expertise
-  Reduce board size from 18 to 11 members
- Membership elects a Nominating Committee that identifies necessary skills and sector
expertise needed and recruits slate of director candidates
- Members vote on slate of director candidates at the AGM
- Possibility for director nominees to be named from the AGM floor
- Most senior staff member sits on the board
- New structure in place by April 2015

Benefits of proposed new governance model
- Adds fresh perspectives and expertise from outside the sector
- Ensures the board has the skills and competencies that match the organization¡¯s strategic
- Creates a small, adaptable, cohesive & cost©\effective structure
[Comparison of current governance model with proposed governance model on reverse side]

Access Copyright¡¯s Current Governance
- Constituency Model: Directors nominated based on their membership with an AC member organization
- Board reports to the membership, which has ultimate control over the organization and the ability to direct the board through the AGM.
- Board reports to the membership, which has ultimate control over the organization and the ability to direct the board through the AGM.
- 18 members ©\ large & potentially cumbersome decision mechanism.
- No formal or systematic means of targeting needed skills and expertise through the current selection process.
- Out of step with current governance best practices.
- Tends to draw out political dynamics via representative obligations, and underscore differences that then require compromise and/or negotiation.
- Membership elects directors.
- Membership votes on directors at AGM.

Proposed New Governance
- Competency Model: Directors are selected based on the skills and expertise needed
- 11 members ©\ smaller, more agile, more cost effective.
- Necessary skills and expertise can be identified and recruited to fulfill competency requirements.
- Consistent with not©\for©\profit best©\practice.
- Tends to stay above specific constituent dynamics and be more "mission driven" and focused on governance and strategy.
- Membership elects nominating committee to identify and recruit a slate of qualified director nominees based on organizational needs. Nominating Committee includes 2 creator reps and 2 publisher reps elected by the membership, 2 current directors chosen by the board and the ED as a non©\voting member.
- Membership votes on creator and publisher nominating committee reps elected at AGM on staggered, 3©\year terms. Membership votes on the nominating committee¡¯s proposed slate at AGM. If there are nominees from the floor of the AGM, the slate is dissolved and the membership votes for individual directors.
- Transition year ©\ the inaugural board would ensure continuity by including six directors from the current board selected by the Nominating Committee.



Dear Access Copyright,
I was not going to comment on your Governance proposals because I didn¡¯t see much point commenting on what is put on paper, if the organization is just going to carry on business as usual. But I read Katherine Gordon¡¯s submission and decided to take the time to make specific comments.
In my view, the problem with AC (Access Copyright) is that it is non-transparent and does not allow individual creators, 95% of the membership, a central role in decision making. In addition, and also a central problem, AC uses a pejorative meaning for the phrase, fiduciary duty, and tells signatory reps they must bear 100% allegiance to AC, to the point of reps telling their own member orgs that they are not their reps. Penny Comb did this, and ultimately TWUC did not send her forward, this when she was creator co-chair.
This is not what fiduciary duty means. It means: a benevolent interest in dealing with the affairs and needs of another person, particularly of vulnerability. While it is flawed, this is what the federal government owes aboriginal peoples. Looked at this way, AC, as a $90 Million entity, has a fiduciary duty to its individual members, not the other way around. I went to a lawyer, and had my thoughts confirmed that AC is not construing and doing fiduciary duty correctly. This longstanding problem needs to change. In my view, the board has been a captive of AC. Changing governance board choices to ¡®members of required skills¡¯ simply makes the org even more removed from creator wishes.
My thoughts are for moving forward with creators having better information with which to become more engaged in earning their writing income.
Here are my suggestions for change:
1. Creators need their own caucus to talk things over, develop a point of view, and bring it forward, paid for by AC, but with no AC control.
2. Individual creators need their own caucus, partially because many belong to no creator org, but for allowing creators say in their own AC org, that is not filtered by the boards of creator orgs.
3. Creators need their own lawyer, accountant and financial advisors so that we can develop our own point of view, something that has not happened in the past 25 years.
4. The advisors should be hired and fired by creators, while AC pays the retainers and has no other connection with our advisors.
5. AC should be subject to an efficiency audit every five years. It should be reported directly to creators without AC getting in the way.
6. There needs to be a comparison document written for creators, with no control by AC, between reprography as it exists in Canada and as it does in the other nine most well-developed systems around the world.
7. Studies done for AC, like the Friedland Report, should be handed directly to creators without AC getting in the way. AC did not want to do that study, didn¡¯t want to bring it forward, and only did so after continued request by creators, and even then it was redacted. Today, 8 years later, the main complaint, contract overrides, has not been properly solved by sending cheques directly to creators.
There needs to be an arms-length audit, reporting directly to creators, of funds directed to publishers, one that follows the paper trail, so that creators will know what percentage of payments actually reach copied creators, and whether they can rely on the approach, or require it be changed so cheques go directly to creators, as should always have been the case.
8. There is a need to reopen some decisions for creator approval, for example, the Foundation is not something I would have, nor do, support, particularly when the base level creator payment is $146. By comparison, the Foundation is about $4.5 Million.
9. A clear, transparent table of expenditures and revenue disbursed, in the Annual Report itself. Not simply a balance sheet in the financial report, with the rest of the information buried in footnotes.
This should be prepared by a committee of creators and our advisors, separate from AC, and presented to creators. We should have had such a table for the past 25 years. It would also foster the larger goal of getting writers more positively engaged in how they earn their living and the costs of those acting for them.
Do these things first, before changing governance, and I will be able to support the on-paper changes. Otherwise, no.
DC Reid, a past President of the League. (Poetry League of Canada)

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