Annual General Meeting 2024
In advance of our Annual General Meeting (AGM) on Monday 23 September 2024 at 6.15pm, we’ve put together some frequently asked questions about the key resolutions you are being asked to vote on at the AGM.
Frequently Asked Questions (FAQs)
1. How will DACS conduct its AGM this year?
DACS’ Articles of Association provide for hybrid general meetings and this year DACS’ AGM will be conducted online via Zoom and in person at DACS, 33 Old Bethnal Green Road, London, E2 6AA. We will be conducting the AGM live to ensure that members that attend online are able to fully participate.
2. Resolution 1 asks voting members to ‘receive’ the annual accounts. What does this mean?
The word receive is used to distinguish from the word approve as these audited annual accounts have already been approved by DACS’ Board Directors. Depending on how you requested to receive the AGM documentation, we made the accounts available online or included them in your postal pack.
3. Resolution 2 relates to the appointment of new Auditors Berg Kapprow Lewis LLP. Why is DACS appointing new Auditors?
DACS appointed its previous Auditors, Moore Kingston Smith, in 2017 following a competitive tender process. The Board has been satisfied with the performance of Moore Kingston Smith since their appointment. Whilst the Board was satisfied that appropriate checks and controls were in place, to ensure their independence, it is best practice to change auditors periodically to ensure good governance. A competitive retender for external audit services was undertaken prior to this AGM. Seven firms were approached and formal presentations were delivered to a panel comprising Finance Director, Phill Trzcinski and Non-Executive Board Directors Donall Curtin and Frederique Pierre-Pierre. Recommendations were subsequently considered by the Finance & Audit Committee and the full Board. Following this process the Board is recommending Berg Kapprow Lewis LLP as DACS’ new Auditors.
4. Resolution 4 relates to the reappointment of an existing Non-Executive Director. How long can Directors serve on the Board?
Directors serve a term of four years on the Board and can then be put forward for reappointment for a further four-year term. There are no limits on the number of terms that a Director can serve under our Articles of Association. When considering whether a Director should serve a further term, the Board takes into account the contribution of the Director concerned and the overall composition of the Board. In the majority of cases, Directors serve for a maximum of two terms on the Board which is in line with good governance practice.
5. Resolution 5 relates to changes to the Company’s policy on deductions from rights revenue. What are the main changes to this policy?
The percentage of royalty received by DACS to cover its costs for collectively administered rights distributed in DACS’ Payback Scheme has been reduced from 15% in 2023 to 14% in 2024.
6. Resolution 6 proposes that non-distributable amounts are returned to Art Market Professionals. What are non-distributable amounts?
In relation to this resolution and in accordance with DACS’ Undistributed Funds Policy, Artist’s Resale Right royalties collected from an Art Market Professional (AMP) which remain undistributed at 31 December, six full calendar years after a sales invoice was first paid by the AMP, are deemed ‘non-distributable’. During this period DACS provides an opportunity for a rightholder that DACS has been unable to locate through its search processes, to come forward and claim their share of the monies held, before they are treated as non-distributable. In respect of the non-distributable funds, the proposal is for these funds to be paid back to Art Market Professionals. The value of these funds is £23,171.02.
7. Resolution 7 relates to the use of non-distributable amounts, in relation to which DACS is unable to return funds to an Art Market Professional or sister society. How will these funds be used?
In relation to non-distributable amounts, a situation can arise whereby DACS cannot return the funds to the Art Market Professional or sister society from whom they were received (for instance, in a situation where they no longer exist). The value of these funds is £1, 814.04 and the proposal is that these funds are ring fenced for projects for the benefit of rightsholders.
8. Where can I find the minutes of previous AGMs outlining the business that was passed?
The minutes of AGM’s are contained on our website here. The minutes outline the main business that was passed at the AGM.