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News from the last two Board meetings
The General Meeting in 2024 shall be held on a Tuesday as a trial.
Photo: Manu Leuenberger
Report from the Board of Directors by Noah Martin
The Board of Directors and its pre-consulting Committee for Tariffs and Distribution and Organisation and Communication met on 16 June, in Berne, and on 4/5 October 2022 in Lausanne.

Rainer Bischof, one of the three Directors of the Management Board of Mint, is going to step down from the SUISA Board of Directors. As a consequence, the Board of Directors has therefore determined a successor for the Management Board of Mint. The Joint-Venture-Partners SESAC and SUISA provide three Management Board seats each in the Mint Digital Services AG. They also have the option to nominate additional people as observers.

Mint Management Board

In June, the Board of Directors decided that the upcoming vacant seat shall be filled with the permanent observer, Christian Wicky. Sylvie Reinhard is to be elected as a new observer. Since 23 September 2022, the Mint Management Board is now made up as follows:

John Josephson (CEO, SESAC)
Christos Badavas (General Counsel, SESAC)
Alexander Wolf (President, International, SESAC)

Christian Wicky (Member of the Board of Directors and President of the Organisation and Communication Committee, SUISA)
Andreas Wegelin (CEO, SUISA)
Jürg Ziebold (CIO, SUISA)
Sylvie Reinhard (permanent observer)

Distribution Rules

The Distribution and Works Committee had already held deliberations on a revision of the distribution rules at its meeting on 4 May 2022 and decided to present them to the SUISA Board of Directors. Now, said motion was tabled at the June meeting of the Board of Directors. With its decision on 16 June, the latter gave its endorsement, all of them unanimous, to the three following amendment proposals:

  • Deletion of the Common Tariff 6b,
  • The reflection of tariff innovations in the distribution rules with regard to the distribution of tariff revenues from the blank media levies
  • And the adaption of the definition for the terms “publisher” and “sub-publisher”.

With its decisions resolutions dated 13 October 2022, the Swiss Federal Institute of Intellectual Property adopted these changes (the changes of the publisher term and the allocation from the blank media levies shall enter into force when CT 6b will be deleted as of 01 January 2023) .

Cost unit accounting

As every year in its autumnal meeting, the Board of Directors dealt with the results of the cost unit accounting for the previous year. The cost unit accounting contains information on the level of the collection and distribution costs per tariff. Tariffs K, H and S are, as such, very cost-intensive; there is thus a need to act in order to optimise them. Fortunately, the result also showed that the costs are sinking in the online sector. Overall, there is a constant reduction of costs in the core process. The efforts for the automation and streamlining of the processes thus show effect.

Corporate strategy

Each year, in autumn, before setting up the budget, the Board of Directors formulates the strategy of SUISA. The completely revamped strategy from 2019 was subject to discussion against the background of current events.

It shows that despite the pandemic, the strategic principles worked out in 2019 continue to apply. Apart from some smaller content-related and editorial changes, the notion of sustainability has been given a new level of importance. The Board of Directors unanimously adopted the corporate strategy presented to it by the Executive Committee subject to a few amendments that have yet to be implemented.

Cooperative governance

SUISA’s legal department investigated the cooperative governance of SUISA and had suggested a few measures afterwards. A part of said measures included the change to the Statutes adopted by the General Meeting 2022 which will enter into force on 1 January 2023. Another part was made up of further measures, these were dealt with at the Board meeting in its autumn session in Lausanne.

Said further measures include, for example, the determination and development of the strategy, information rights and duties of the Board of Directors and the Executive Committee, the profile requirements for members of the Board of Directors, the Executive Committee and the Auditors, the requirement to be independent as a member of the Board of Directors, the code of conduct and the whistleblower system, transparency of the processes from within the cooperative, inclusion of members into opinion formation, electronic decision-making processes for the General Meeting, the self-evaluation and further training of the Board of Directors, the right of members to make proposals for the Board elections, control rights of the members and risk management and internal control system issues.

The Board of Directors took note of the cooperative governance report presented to it by the Executive Committee and decided to implement individual measures from it.

Board of Directors: Elections 2023 – report from the nomination committee

Following the announcement by the President of the Committee for Finance and Controlling, Rainer Bischof, that he was to step down from the Board of Directors, deliberations were held about his succession in the committee. The Board of Directors decided that Philipp Schnyder was to be elected as the new President of the Committee for Finance and Controlling from 1 January 2023 onwards to guarantee a seamless handover in the running this important committee.

Time and place of the General Meeting

Only 116 members entitled to vote took part in the General Meeting 2022. It is doubtful that this is due to a lack of interest, particularly with a view to the number of valid voting slips which were submitted at the two General Meetings in 2020 and 2021: In 2020, 1,576 and in the following year, 1,486 valid voting slips were registered. The higher the number of participating members is at the General Meeting, the more it is likely that the Executive Committee and the Board of Directors receive input regarding whether or not their actions are matching the expectations and interests of the cooperative members.

This fact was the reason to re-think time and place of the General Meeting. The Board of Directors therefore suggested that the General Meeting 2024 should be held on a Tuesday. Moreover, it decided that the General Meeting 2025 was to be held in Lugano if the option was available by then for members to attend online.

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