Members' right to information

Since 2001, according the Intellectual Property Code and to improve the transparency of the society’s management vis-à-vis its members, every Scam author has a right of access to the society’s documents.

Nature of the documents which may be communicated

The collective authors’ rights and related rights management societies should apply Article L. 321-5 of the Intellectual Property Code which provides that the right to communication afforded to members of royalty collection and distribution societies corresponds to the right of access of the members of civil-law companies as laid down in Article 1855 of the Civil Code, to the extent specified in Article L. 321-5, i.e. ‘save however that a member may not obtain communication of the amount of the royalties individually distributed to any rightholder other than himself’, and in accordance with the terms of Articles R.321-2, R.321-6, R.321-6-1, R.321-6-3, R.321-6-4, R.321-8 and the last paragraph in force of Article R.321-6-2 of the Intellectual Property Code.” (circular letter from the Ministry of Culture and Communications of 17 April 2003)

THE MEMBERS OF THE SPECIAL COMMITTEE

The special committee on members’ information, provided for in Article R. 321-6-3 of the Intellectual Property Code, consists of six authors elected for four years by the Ordinary General Assembly, renewable by half every two years. The current members are: Christian Paureilhe (president of the Commitee), Roger Dadoun, Nicolas Gessner et Philippe Marcoux.

ARTICLE 1855 OF THE CIVIL CODE

“Members have the right to obtain communication of the company’s books and records at least once a year and to ask questions in writing on the company’s management, which must be answered in writing within one month.” (circular letter from the Ministry of Culture and Communications of 17 April 2003)

ARTICLE L321-5 OF THE IPC

The right to communication provided for in Article 1855 of the Civil Code shall apply to civil-law royalty collection and distribution societies, save however that a member may not obtain communication of the amount of the royalties individually distributed to any rightholder other than himself. A Council of State decree shall determine the manner of exercise of this right.”

ARTICLE R321-2 OF THE IPC

The right to communication provided for in Article 1855 of the Civil Code shall apply to civil-law royalty collection and distribution societies, save however that a member may not obtain communication of the amount of the royalties individually distributed to any rightholder other than himself. A Council of State decree shall determine the manner of exercise of this right.”

ARTICLE R321-6 OF THE IPC

“Before the general assembly meeting to approve the accounts, any member shall be entitled to consult the books and documents mentioned in Article 48 of Decree no. 78-704 of 3 July 1978 on the application of Law no. 78-9 of 4 January 1978 amending Title IX of Book III of the Civil Code concerning the current financial year. This right shall be exercised in the two months preceding the general meeting, unless the society’s statutes have set a longer period. At least fifteen days before the date set for the meeting, the member shall send the society a written request mentioning the documents to which he wishes to have access. Within ten days after receiving the request, the society shall propose a date for exercising the right of access, which shall be carried out in the manner laid down in the statutes. The third paragraph of Article 48 of the abovementioned Decree of 3 July 1978 shall be applicable. The right of access shall be exercised at the society’s registered office or the place where the administrative management is located and shall be subject to the provisions of the last paragraph of Article R. 321-6-1, without any entitlement to obtain a copy of the documents.”

ARTICLE 48 OF DECREE 78-704 OF 3 JULY 1978

“Pursuant to the provisions of Article 1855 of the Civil Code, non-executive members shall have the right to consult in person, at the head office, all the society’s books and records, contracts, invoices, correspondence, minutes and generally any document drawn up or received by the society […]. In exercising these rights, a member may be assisted by an expert chosen from among the experts approved by the Court of Cassation or the experts attached to a court of appeal.”

ARTICLE R321-6-1 OF THE IPC

“In addition, members may, during the period specified in the first paragraph of Article R. 321-6, ask the society to send them:
1. The annual accounts to be submitted to the general assembly meeting and the accounts for the previous financial year, accompanied by the documents referred to in Article R. 321-8;
2. The reports of the governing bodies and the auditors to be submitted to the meeting;
3. Where applicable, the texts of the proposed resolutions and the explanatory statements on them, and information concerning the candidates for office within the society;
4. The total amount, certified to be correct by the auditors, of the emoluments paid to the ten or the five highest paid persons, depending on whether there are over or under two hundred persons on the society’s payroll;
5. The list of investments appearing in the accounts at the end of the financial year and the average rates of return for short and medium-term investments over the financial year;
6. A table mentioning the bodies in which the society holds an interest as well as the income statement and the balance sheet of each of those bodies;
7. A statement showing, for the main categories of users, their number and the amount of royalty fees paid in the year; 8. The table showing the correlation between the annual accounts, in their ordinary presentation, and the tables referred to in Article R. 321-8.
9. The documents mentioned in items 1 to 8 shall be placed at the disposal of the members throughout the same period at the registered office or the place where the administrative management is located, where they may consult them or obtain a copy of them.”

ARTICLE R321-6-3

“The society may refuse to accede to repetitive or unreasonable requests.”

ARTICLE R321-6-2

“A member who has been denied communication may refer the matter to a special committee consisting of at least five members elected by the general assembly from among the members who hold no office within the society. The opinions of the committee shall be reasoned. They shall be notified to the applicant and the society’s governing bodies. The committee shall present an annual report of its activities to the general assembly. Its report shall be forwarded to the minister of culture and the chairperson of the committee provided for in Article L. 321-13.”

ARTICLE R321-6-4

“Refusal on the part of a de jure or de facto manager to communicate all or some of the documents referred to in Articles R.321-2, R.321-6 and R.321-6-1 shall be punishable by the fine laid down for third class petty offences.”

ARTICLE R321-8

“The communication of the annual accounts of royalty collection and distribution societies to any member under Article R. 321-6-1 and to the minister of culture under the first paragraph of Article L. 321-12 shall include:
A – With regard to the society’s financial management:
1. In compliance with the usual accounting rules on reporting income and expenditure, a management account consistent with Annex 1 (NB). The societies concerned may also:
a) show transactions relating to the social activities for the benefit of members, on the one hand, and cultural activities, on the other, either in the management account or in a separate account;
b) show in the management account the collected royalties as income and the amounts to be allocated and the amounts effectively paid as expenditure for the financial year.
2. As management indicators:
a) A table, consistent with Annex 2, showing the allocation of the collected amounts by type of remuneration;
b) A table, consistent with Annex 3, showing, by type of remuneration, the position as regards:
- the amounts effectively paid in the course of the financial year as individual allocations;
- the amounts appropriated to activities in the course of the financial year as collective allocations;
c) a table, consistent with Annex 4, summarising, by type of remuneration, the amounts still awaiting individual allocation;
d) A table, consistent with Annex 5, indicating, by year of allocation and by type of remuneration, the position of the amounts individually allocated and not yet paid;
e) A table showing the ratio of the deductions from royalties to the collections for the financial year;
f) A table showing the amount and allocation of financial income;

B – With regard to activities funded pursuant to Article L. 321-9:
1. The breakdown of the amounts paid, for each category of activities referred to in the first paragraph of Article L. 321-9, together with specific information on:
- the cost of managing those activities;
- the bodies which have benefited from support for three consecutive years;
2. A description of the allocation procedures;
3. A commentary on the society’s policy on the subject;
4. A list of the agreements referred to in Article R. 321-10.

C – Annual information on any action taken for the defence of the professional categories concerned by the society’s object.”