Governance

Stichting UvO strives to be transparent in its approach towards both publishers and educational institutions.

Governance refers to the way an organization is managed and the guarantees it can offer for open and healthy functioning. Governance rules are, on one hand, internal to organizations, promoting awareness of how everything is organized and why. Additionally, good governance is essential for the trust an organization projects towards the outside world. For a CBO (Collective Management Organization), which has a legal or de facto monopoly position, it is crucial to act consciously within the societal playing field with all the various interests in which we operate, and to communicate this outwardly.

 

 

Copyright Supervisory Board (CvTA)

On July 15, 2003, the Act on the supervision of collective management organizations for copyright and neighboring rights came into effect. This law led to the establishment of the Copyright Supervisory Board (CvTA). On November 26, 2016, the Act of November 14, 2016, amending the Act on supervision and dispute resolution for collective management organizations, in connection with the implementation of Directive 2014/26/EU of the European Parliament and the Council regarding the collective management of copyright and neighboring rights, came into effect. The CvTA is responsible for supervising collective management organizations. The CvTA ensures that collective management organizations maintain clear administrative records, collect the due compensation in a lawful manner, distribute it in a timely manner to the rights holders, use transparent pricing structures, and are adequately equipped to perform their tasks properly. The CvTA has several powers in the execution of its duties: the right to advise, the right to information, the right of access, the right to inspect, the authority to appoint auditors, and the power to issue directives. For more information, see www.cvta.nl.

 

 

VOI©E

Stichting UvO is a member of the Association of Organizations that Collectively Exploit Intellectual Property, abbreviated VOI©E. The association aims to increase understanding of the exercise of copyright and neighboring rights and to improve information about the operations of collective management organizations (CMOs). VOI©E serves as the point of contact for inquiries regarding the collective exercise of copyright and neighboring rights on behalf of CMOs. Additionally, VOI©E functions as a reporting point for criticism or complaints.

 

 

Good Governance and Integrity

UvO adheres to legal standards for good governance and integrity (Articles 2, 22, and 25 of the Supervision Act) and follows the VOICE Governance Code CBO's. UvO operates according to the so-called Governance + Executive model. The board includes an independent chairman. Stichting UvO is committed to the Principles and Best Practice provisions of the former Guidelines for Good Governance and Integrity for CMOs. The authority over the material competencies regarding management lies with the board of UvO. Profiles of the chairman and board members are available on the website. Board members perform their duties on an unpaid basis. The activities are carried out during working hours, and therefore, these roles are indirectly compensated. However, they do not receive any compensation or attendance fees from UvO. Presenting the roles as salaried would suggest that members receive compensation for their work as board members. The exception is the independent chairman of UvO. The distribution regulations, based on which UvO allocates funds to publishers, were established in 2019. These regulations are available on the website and will be reevaluated in 2022.

 

 

Supervision 

UvO represents the interests of publishers regarding the reuse of copyright-protected material by educational institutions. Additionally, UvO strives to offer as much customized support as possible to facilitate its use in education. There is a continuous focus on making the administrative processes, both at UvO and at educational institutions, as smooth as possible. UvO consistently balances the needs of educational institutions with how publishers can offer their content.

UvO follows the Governance Code for Collective Management Organizations (CMOs) as the basis for good governance. UvO supports the increasing demand for transparency about the processes followed and guarantees that everything is done correctly, while also being mindful that there are limits to transparency. Privacy-sensitive data, which is often used to measure the use of publications in education and redistribute funds to publishers, cannot be shared. The supervisory board ensures that UvO executes its tasks safely and reliably within these constraints.

UvO operates under the so-called Governance + Executive model. There is a formal separation between the (supervisory) board and the executive team, as well as between the executive team and the actual execution of operational processes by employees of Cedar B.V. The board primarily oversees the implementation of the arrangements. Board members are all representatives of publishers or groups of publishers, who aim to optimize collections and control costs. The deductions necessary to fund the execution of the arrangements are determined in close consultation. The board includes an independent chairman.

Stichting UvO is committed to the Principles and Best Practice provisions of the Guidelines for Good Governance and Integrity for CMOs. The authority over the material powers regarding management lies with the board of UvO. Profiles of the chairman and board members are available on the website. Board members carry out this task on an unpaid basis. The exception is the independent chairman of UvO. The distribution regulation, based on which UvO allocates funds to publishers, is available on the website. An independent auditor checks the financial statements.

Stichting UvO works towards fostering an honest and transparent culture by mapping out and annually updating all secondary functions of board members, executive management, and operational staff. The statutes explicitly state that the interests of the foundation must come first. The executive team reports every four years to the board on the implementation of the various arrangements and the considerations involved. The board provides feedback to stakeholders as needed and where possible. Stakeholders are also kept informed of new developments and the distribution process through a newsletter published several times a year. In the fiscal year 2022, no instances of potential conflicts of interest occurred. UvO follows the Dutch ‘Top Incomes Standardization Act’ for members of the supervisory body and individuals responsible for day-to-day management.

UvO’s stakeholders include the rights holders whose rights are managed, as well as the educational institutions that arrange for permission to reuse copyright-protected material through buy-out arrangements or individual requests via UvO. UvO regularly communicates with representatives from universities (UNL), universities of applied sciences (VH), and so-called ‘commercial’ educational institutions regarding buy-out arrangements and permission requests. UvO aims to serve educational institutions to the best of its ability, without compromising the interests of rights holders. UvO is a member of VOI©E and adheres to the Code of Conduct for Collective Management Organizations. As a copyright organization, UvO must comply with the requirements of the ‘Supervision and Dispute Resolution Act for Collective Management Organizations for Copyright and Neighboring Rights,’ and is under the supervision of the CvTA under this law. UvO values maintaining good contact with these parties to build and maintain trust and legitimacy. Discussions were held with all these parties during the fiscal year.

 

 

Self-Evaluation

As usual, the supervisory board has conducted a self-evaluation for the year 2022. Below is a summary of the outcomes:

Board Meetings: The meetings are goal-oriented, and the members come well-prepared. The atmosphere is good, and conflicts are resolved effectively. Decisions made are followed up on and/or realized. There is general agreement that the current structure with a supervisory board works well. The tasks between supervision and execution are, according to all respondents, sufficiently separated. The majority of the board members would like to have additional meetings, particularly for specific topics.

Chairman: The members are very satisfied with the role of the chairman. He coordinates well with the other board members. Additionally, the profile of the chairman is up-to-date, and all other board members are well-informed about it.

Board Members: Most board members believe that the composition of the board reflects the goals of UvO. They manage to effectively separate the individual interests of their stakeholders and the collective interest of UvO. The members function sufficiently independently of each other. The schedule for retirement is correct. The cooperation with the boards of other CMOs is adequate but could be further improved. The alignment of decisions with the different groups of the Media Federation is considered satisfactory. The involvement of individual publishers with UvO has improved. Publishers could be further engaged by, for example, presenting UvO at annual meetings of industry associations (e.g., MEVW and Mediafederation), visiting the largest stakeholders, and continuing the communication strategy (including newsletters, podcasts, and using infographics).

Organization of Stichting UvO: All board members are very satisfied with the organizational side of Stichting UvO. The relationship between the board and the director is good. The board's knowledge of the financial situation of UvO is rated as good. The meeting materials and information provided are of a high standard. An area for improvement is the size of the current minutes.

 

 

Application Governance Code CBO's

The Governance Code CBO's addresses Standards for Good Governance of the Foundation, its Social Function, the Board Model, an Integrity and Open Culture, and the Circle of Stakeholders. These topics have already been discussed in the Supervision Vision and elsewhere on the Governance page.

In 2022, specific attention was given, in close consultation with the CvTA, to finding a balance between the goal of full transparency and substantiation and the reasonableness of the number of paid hours involved in this process.

There have been no cases of conflicts of interest. No reports have been made of suspected wrongdoing or breaches of integrity.

The self-evaluation of the daily management with the supervisory body shows that the collaboration is functioning well and there are no notable issues to report.

Discussions were held over the past year with the following stakeholders: the Media Federation, IPRO, Pictoright, FEMU, Universities of the Netherlands, the Association of Universities of Applied Sciences, individual publishers, educational institutions, and authors.

 

 

Identifying Rights Holders

UvO represents over 1,100 Dutch publishers and, through IPRO, the majority of foreign publishers. Sometimes, educational institutions use material from Dutch publishers that have not yet joined UvO. We make every effort to locate and contact these publishers—whether they are traditional publishers or not, such as publishing law firms or healthcare providers—so they too can receive their rightful compensation. We then distribute the compensation for the use of 'portions' (short excerpts) of published works, according to the educational exception in the Copyright Act (Article 16). We also request authorization to facilitate and pay for the reuse of longer excerpts if applicable.

If we encounter a publisher during our random checks who is not in our records, we search for their contact details. We then send them a general email. If there is no response after multiple reminders, we will contact them by phone, or if no phone number is available, we send a physical letter. We then assume that we have done everything we can to inform the rights holder. Naturally, publishers can choose to waive the amount or UvO's services entirely. The amount to be paid out remains reserved for up to three years after it has been made available unless the publisher indicates that they are waiving it.

If a rights holder waives the compensation, it is proportionally distributed among the other rights holders. Since educational institutions pay an annual lump sum to UvO, based on an estimate of all the usage, the money does not go 'back' to the educational institutions. If many rights holders waive compensation, it will eventually result in a lower lump sum payment.

Unidentified foreign publishers are served by IPRO.

 

 

Complaints and Objections

Stichting UvO makes every effort to carefully carry out the tasks involved in the collection and distribution of compensation. To address any complaints within the prescribed guidelines of the VOI©E industry association's code of conduct, UvO has an official complaints and objections procedure. On this page you will find more information about how to submit a complaint. Complaints, such as those related to administrative handling or objections of a more fundamental nature, are processed correctly through this procedure.