Three primary committees report to the Board: the Licensing Committee, Distribution Committee and Conflicts Committee. The Board also works closely with the Audit, Remuneration and Nomination Committees as appropriate, though these are formally committees of the Council and report directly into Members Council. Committees comprise director members from the Council and the Board, and some committees additionally have representation from the MCPS Board. The committees meet regularly throughout the year and operate according to their terms of reference and mandates.
The committees reporting directly to the Council are:
- Audit Committee: Oversees financial matters, internal controls and risk management, external and internal audit responsibilities and auditors. Meets 4 times per year for c2.5 hours.
- Nomination Committee: This is a new committee, having previously formed part of the Nomination & Remuneration Committee and reports directly into the Board in respect of Senior Management appointments, terminations and succession planning (except for the CEO) and directly into the Members’ Council in respect of succession planning for and appointment of the CEO and independent non-executive directors. It will meet up to 4 times per year for c1 hour.
- Remuneration Committee: This is a new committee, previously having formed part of the Nomination & Remuneration Committee. It reports directly to the Board in respect of Senior Management remuneration (excluding the CEO) and directly into the Members’ Council in respect of CEO and non-executive director remuneration. It will meet up to 4 times per year for c2 hours.
The committees reporting directly to the Board are:
- Distribution Committee: Approves changes to distribution policy principles and the introduction of any new distribution policy precedents covering individual and joint revenue streams, including the apportionment of licence revenues between the performing and mechanical rights. Meets c6 times per annum for c2 hours.
- Licensing Committee: Responsible for overall licensing strategy and policy, broadcast, online and recorded media schemes and licences (and amendments thereto) covering both performing right and joint PRS-MCPS licensing. Currently meets c6 times per annum for c3 hours.
- Conflicts Committee: Responsible for providing guidance to the Board and Council on the management of directors’ conflicts of interest. Has traditionally met on an ad hoc basis, but a more structured approach of c2 meetings a year (for c1 hour) is envisaged.