### however , a member state may maintain more stringent national provisions , applicable to all products alike , in areas covered by the directive , on grounds of overriding needs relating to the protection of public health . a member state may also introduce more stringent provisions , on grounds relating to the specific situation of this member state and provided the provisions are justified by the need to protect public health . such national provisions shall be notified to the commission together with the grounds for maintaining or introducing them . the commission shall , within six months from the date of receiving the notification , approve or reject the provisions after having verified , taking into account the high level of health protection achieved through this directive , whether or not they are justified , necessary and proportionate to their aim and whether or not they are a means of arbitrary discrimination or a disguised restriction on trade between the member states . in the absence of a decision by the commission within this period the national provisions shall be deemed to be approved . ### however , a member state may maintain more stringent national provisions , applicable to all products alike , in areas covered by the directive , on grounds of overriding needs relating to the protection of public health . a member state may also introduce more stringent provisions , on grounds relating to the specific situation of this member state and provided the provisions are justified by the need to protect public health . such national provisions shall be notified to the commission together with the grounds for maintaining or introducing them . such provisions shall be compatible with wto obligations , particularly in relation to the agreement on technical barriers to trade and the agreement on trade - related aspects of international property rights . the provisions in question shall not be such as to have the foreseeable effect of facilitating the counterfeiting of products covered by this directive . the commission shall , within six months from the date of receiving the notification , approve or reject the provisions after having verified , taking into account the high level of health protection achieved through this directive , whether or not they are justified , necessary and proportionate to their aim and whether or not they are a means of arbitrary discrimination or a disguised restriction on trade between the member states . in the absence of a decision by the commission within this period the national provisions shall be deemed to be approved .


### the establishment of a european border surveillance system is necessary in order to strengthen the information exchange and operational cooperation between national authorities of member states as well as with the european agency for the management of operational cooperation at the external borders of the member states of the european union established by council regulation no 2007 / 2004 of 26 october 2004 , hereinafter referred to as ' the agency ' . eurosur should provide these authorities and the agency with the infrastructure and tools needed to improve their situational awareness and reaction capability when detecting and preventing irregular migration and cross - border crime as well as protecting and saving lives of migrants at the external borders of the member states of the union . ### the establishment of a european border surveillance system is necessary in order to strengthen the information exchange and operational cooperation between national authorities of member states as well as with the european agency for the management of operational cooperation at the external borders of the member states of the european union established by council regulation no 2007 / 2004 of 26 october 2004 , hereinafter referred to as ' the agency ' . eurosur should provide these authorities and the agency with the infrastructure and tools needed to improve their situational awareness and reaction capability when detecting and preventing irregular migration and cross - border crime , therefore contributing to better protecting and saving lives of migrants at the external borders of the member states of the union .


### this regulation establishes a common framework for the exchange of information and cooperation between member states and the agency in order to improve the situational awareness and reaction capability at the external borders of the member states and of the european union , hereinafter referred to as the european border surveillance system . ### this regulation establishes a common framework for the exchange of information and cooperation between member states and the agency in order to improve the situational awareness and reaction capability at the external borders of the member states and of the european union , therefore contributing to better protecting and saving lives of migrants at the external borders of the member states of the union , hereinafter referred to as the european border surveillance system .


### the establishment of a european border surveillance system is necessary in order to strengthen the information exchange and operational cooperation between national authorities of member states as well as with the european agency for the management of operational cooperation at the external borders of the member states of the european union established by council regulation no 2007 / 2004 of 26 october 2004 , hereinafter referred to as ' the agency ' . eurosur should provide these authorities and the agency with the infrastructure and tools needed to improve their situational awareness and reaction capability when detecting and preventing irregular migration and cross - border crime as well as protecting and saving lives of migrants at the external borders of the member states of the union . ### the establishment of a european border surveillance system is necessary in order to strengthen the information exchange and operational cooperation between national authorities of member states as well as with the european agency for the management of operational cooperation at the external borders of the member states of the european union established by council regulation no 2007 / 2004 of 26 october 2004 , hereinafter referred to as ' the agency ' . eurosur should provide these authorities and the agency with the infrastructure and tools needed to improve their situational awareness and reaction capability towards situations which might turn out to be irregular migration and cross - border crime with an aim to protect and save lives of people in distress at the external borders of the member states of the union .


### training activities , such as staff exchanges , workshops , seminars , train - the - trainers events , development of online / other training modules ; ### training activities , such as staff exchanges , workshops , seminars , train - the - trainers events , development of online / other training modules , which are designed in close cooperation with civil society organisation and experts , focus , in particular , on issues such as gender equality , women ' s rights and violence against women , and equip professionals with the tools to put union rights and policies into practice effectively ;


### citizens should be able to exercise fully the rights deriving from the citizenship of the union . they should be able to exercise their right to move and reside freely in the union , their right to vote for and stand as a candidate in european parliament and municipal elections , their right to consular protection and their right to petition the european parliament . they should feel at ease about living , travelling and working in another member state , trusting that their rights are protected , no matter where in the union they happen to be . ### citizens should be able to access and enjoy the full range of their rights , as enshrined in the treaties , without discrimination on any ground , including gender , gender identity and gender expression . they should be able to exercise their right to move and reside freely in the union , their right to vote for and stand as a candidate in european parliament and municipal elections , their right to consular protection and their right to petition the european parliament . they should feel at ease about living , travelling and working in another member state , trusting that their rights are protected , no matter where in the union they happen to be .


### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collecting societies maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . this should allow the colleting society to opt for an asset allocation that suits the precise nature and duration of any exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed . ### collective management organisations collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collective management organisations exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collective management organisations maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collective management organisations . amounts collected and due to rightholders should be managed separately from any own assets of the collective management organisation and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collective management organisations ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collective management organisation should be managed in accordance with criteria which would oblige the collective management organisation to act prudently , while allowing the collective management organisation to decide on the most secure and efficient investment policy . this should allow the collective management organisation to opt for a secure and profitable asset allocation that prevents exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collective management organisations to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collective management organisations of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed .


### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collecting societies maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . this should allow the colleting society to opt for an asset allocation that suits the precise nature and duration of any exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed . ### collective management organisations collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that collective management organisation , or another organisation . it is therefore important that collective management organisations exercise the utmost diligence , with maximum efficiency , in collecting , managing and distributing that revenue . accurate distribution is only possible where collective management organisations maintain proper and transparent records of membership , licences and use of works and other subject matter . data on the use of the rights managed by collective management organisations should also be provided by rightholders and users with due speed and care , and verified by those organisations . amounts collected and due to rightholders should be managed separately from any own assets of the collective management organisation and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collective management organisation ' s general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collective management organisation should be managed in accordance with criteria which would oblige the organisation to act prudently , while allowing it to decide on the most secure and efficient investment policy . as the collective management of rights by collective management organisations is not a profit - making activity , these organisations should opt for an asset allocation that is suitable in terms of its precise nature and duration , and avoids any exposure to risk of rights revenue . this should allow the collective management organisation to opt for a secure and profitable asset allocation that prevents exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collective management organisations to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collective management organisations of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed .


### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collecting societies maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . this should allow the colleting society to opt for an asset allocation that suits the precise nature and duration of any exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed . ### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . accurate distribution is only possible where collecting societies maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies’ general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . as the collective management of rights by collecting societies is not a profit - making activity , these organisations should opt for an asset allocation that is suitable in terms of its precise nature and duration , and avoids any exposure to risk of rights revenue . this should allow the collecting society to opt for an asset allocation that suits the precise nature and duration of any exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed .


### tariffs for exclusive rights shall reflect the economic value of the rights in trade and of the service provided by the collecting society . ### tariffs for exclusive rights and rights to remuneration shall properly reflect the economic value of the use of the rights in trade and the nature and scope of use of the works and other protected subject - matter and the economic value of the service provided by the collecting society .


### member states shall ensure that the collecting society regularly and diligently distributes and pays amounts due to all rightholders it represents . the collecting society shall carry out such distribution and payments no later than 12 months from the end of the financial year in which the rights revenue was collected , unless objective reasons related in particular to reporting by users , the identification of rights , rightholders or to the matching of information on works and other subject matter with rightholders prevent the collecting society from respecting this deadline . the collecting society shall carry out such distribution and payments accurately , ensuring equal treatment of all categories of rightholders . ### member states shall ensure that the collective management organisation regularly and diligently distributes and pays amounts due to all rightholders it represents in accordance with a transparent distribution procedure ensuring equal treatment . the collective management organisation shall carry out such distribution and payments without undue delay as soon as the amount for a rightholder covers the collection costs and maintenance for the corresponding rights and administrative costs , after a period of three months and no later than six months from the collection of the relevant right revenues . the collective management organisation shall carry out such distribution and payments accurately , ensuring equal treatment of all categories of rightholders .


### member states shall ensure that the persons who effectively manage the business of a collecting society and its directors , with the exception of the directors exercising supervisory function , design procedures so as to avoid conflicts of interest . the collecting society shall have procedures to identify , manage , monitor and disclose conflicts of interest in order to prevent them from adversely affecting the interests of members of the society . ### member states shall ensure that collective management organisations put in place and apply procedures so as to avoid conflicts of interest . the collective management organisation shall have procedures in place to identify , manage , monitor and disclose conflicts of interest or potential conflicts of interest in order to prevent them from adversely affecting the collective interests of the members and rightholders represented by the organisation .


### collecting societies are expected to act in the best interests of their members . it is therefore important to provide for systems which enable members of collecting societies to exercise their membership rights by participating in the societies ' decision - making process . the representation of the different categories of members in the decision - making process should be fair and balanced . the effectiveness of the rules on the general meeting of members of collecting societies may be undermined if there were no provisions on how the general meeting should be run . thus , it is necessary to ensure that the general meeting is convened regularly , and at least annually , and that the most important decisions in the collecting society are taken by the general meeting . ### collective management organisations should act in the best collective interests of the rightholders they represent . it is therefore important to provide for systems which enable members of collecting societies to exercise their membership rights by participating in the societies ' decision - making process . the representation in the decision - making process of the different categories of members , such as producers or performers , should be fair and balanced . the effectiveness of the rules on the general assembly of members of collective management organisations would be undermined if there were no provisions on how the general assembly should be run . thus , it is necessary to ensure that the general assembly is convened regularly , and at least annually , and that the most important decisions in the collective management organisation are taken by the general assembly .


### having the freedom to provide and to receive collective management services across national borders entails that rightholders are able to freely choose the collecting society for the management of their rights , such as public performance or broadcasting rights , or categories of rights , such as interactive communication to the public , provided the collecting society already manages such rights or categories of rights . this implies that rightholders can easily withdraw their rights or categories of rights from a collecting society and entrust or transfer all or part of them to another collecting society or another entity irrespective of the member state of residence or the nationality of either the collecting society or the rightholder . collecting societies managing different types of works and other subject matter , such as literary , musical or photographic works , should also allow this flexibility to rightholders as regards the management of different types of works and other subject matter . collecting societies should inform rightholders of this choice and allow them to exercise it as easily as possible . finally , this directive should not prejudice the possibilities of rightholders to manage their rights individually , including for non - commercial uses . ### having the freedom to receive services for collective management of copyright and related rights across national borders entails that rightholders are able to freely choose the collective management organisation for the management of their rights , such as public performance or broadcasting rights , or categories of rights , such as interactive communication to the public , provided the collective management organisation already manages such rights or categories of rights . this implies that rightholders can easily withdraw their rights or categories of rights from a collective management organisation and entrust or transfer all or part of them to another collective management organisation or another entity irrespective of the member state of residence or the nationality of either the collective management organisation or the rightholder . collective management organisations managing different types of works and other subject matter , such as literary , musical or photographic works , should also allow this flexibility to rightholders as regards the management of different types of works and other subject matter . collective management organisations should inform rightholders of this choice and allow them to exercise it as easily as possible . finally , this directive should not prejudice the possibilities of rightholders to manage their rights individually , including for non - commercial uses .


### having the freedom to provide and to receive collective management services across national borders entails that rightholders are able to freely choose the collecting society for the management of their rights , such as public performance or broadcasting rights , or categories of rights , such as interactive communication to the public , provided the collecting society already manages such rights or categories of rights . this implies that rightholders can easily withdraw their rights or categories of rights from a collecting society and entrust or transfer all or part of them to another collecting society or another entity irrespective of the member state of residence or the nationality of either the collecting society or the rightholder . collecting societies managing different types of works and other subject matter , such as literary , musical or photographic works , should also allow this flexibility to rightholders as regards the management of different types of works and other subject matter . collecting societies should inform rightholders of this choice and allow them to exercise it as easily as possible . finally , this directive should not prejudice the possibilities of rightholders to manage their rights individually , including for non - commercial uses . ### having the freedom to receive services for collective management of copyright and related rights and other subject matter across national borders entails that rightholders are able to freely choose the collective management organisation for the management of their rights , such as public performance or broadcasting rights , or categories of rights , such as interactive communication to the public , provided the collective management organisation already manages such rights or categories of rights . this implies that rightholders can easily withdraw their rights or categories of rights from a collective management organisation and , if necessary , entrust or transfer all or part of them to another collective management organisation or another entity irrespective of the member state of residence or the nationality of either the collective management organisation or the rightholder . collective management organisations managing different types of works and other subject matter , such as literary , musical or photographic works , should also allow this flexibility to rightholders as regards the management of different types of works and other subject matter . collective management organisations should inform rightholders of this choice and allow them to exercise it as easily as possible . finally , this directive should not prejudice the possibilities of rightholders to manage their rights for non - commercial uses .


### any restriction on the right of the members of the collecting society to participate and to exercise voting rights at the general meeting shall be fair and proportionate and be based on the following criteria : duration of membership ; amounts received or due to a member in relation to the specified financial period . ### every member of a collective management organisation shall have the right to participate in and to stand for election and vote at the general meeting , including , where appropriate , by electronic vote . any restriction on that right shall be fair and proportionate and shall be limited to the criteria based on the duration of membership .


### members should be allowed to take part in monitoring the management of collecting societies . to this end , collecting societies should establish a supervisory function appropriate to their organisational structure and allow members to be represented in the body that exercises this function . to avoid imposing excessive burden on smaller collecting societies and to make the obligations arising from this directive proportionate , member states should be able to , if they consider this to be necessary , exclude the smallest collecting societies from having to organise such a supervisory function . ### members should be allowed to take part in the continuous monitoring of the management of collective management organisations . to this end , these organisations should have a supervisory function appropriate to their organisational structure and allow members to be represented in the body that exercises this function . depending on the organisational structure of the collective management organisation , the supervisory function may be exercised by a separate body , such as a supervisory board . members of the administrative board may not at the same time serve as members in the body exercising the supervisory function as this function has as one of its principal duties to supervise the work of the administrative board . the requirement of fair and balanced representation of members should not prevent the collective management organisation from electing third parties to the body exercising the supervisory function , including professional members , and rightholders who do not fulfil the membership requirements or who are not directly represented by the organisation but via an entity which is a member of the collective management organisation .


### member states shall ensure that disputes between collecting societies and users concerning existing and proposed licensing conditions , tariffs , and any refusal to grant a licence can be submitted to a court , and if appropriate , to an independent and impartial dispute resolution body . ### member states shall ensure that disputes between collective management organisations and users concerning existing and proposed licensing conditions , tariffs , the calculation of tariffs , and any refusal to grant a licence can be submitted to a specialised , independent and impartial dispute resolution body .


### where the amounts due to rightholders cannot be distributed , after five years from the end of the financial year in which the collection of the rights revenue occurred , and provided that the collecting society has taken all necessary measures to identify and locate the rightholders , the collecting society shall decide on the use of the amounts concerned in accordance with article 7 , without prejudice to the right of the rightholder to claim such amounts from the collecting society . ### where the amounts due to rightholders cannot be distributed , after three years from the end of the financial year in which the collection of the rights revenue occurred , and provided that the collecting society has taken all necessary measures to identify and locate the rightholders , the general meeting of members shall decide on the use of the amounts concerned in accordance with article 7 ( b .


### rightholders shall have the right to authorise a collecting society of their choice to manage the rights , categories of rights or types of works and other subject matter of their choice , for the member states of their choice , irrespective of the member state of residence or of establishment or the nationality of either the collecting society or the rightholder . ### rightholders shall have the right to authorise a collective management organisation of their choice to manage the rights , categories of rights or types of works and other subject matter of their choice , for the member states of their choice , irrespective of the member state of residence or of establishment or the nationality of either the collective management organisation or the rightholder . without prejudice to the rightholder ' s freedom to choose a collective management organisation , the rights , categories of rights or types of works and other subject matter managed by the collective management organisation shall be determined by the general meeting of members in accordance with article 7 .


### the collecting society shall not be allowed to use rights revenue and any income derived from its investment for its own account , save that it may deduct its management fees . ### the collecting society shall not be allowed to use rights revenue and any income derived from its investment for its own account , save that it may deduct its management fees according to the rules referred to in article 7 .


### collecting societies shall accept rightholders as members if they fulfil the membership requirements . they may only refuse a request for membership on the basis of objective criteria . these criteria shall be included in the statute or the membership terms of the collecting society and shall be made publicly available . ### collecting societies shall accept rightholders , or any other members as defined in article 3 as members if they fulfil the membership requirements . they may only refuse a request for membership on the basis of objective and non - discriminatory criteria . these criteria shall be included in the statute or the membership terms of the collecting society and shall be made publicly available .


### in the online music sector , where collective management of authors’ rights on a territorial basis remains the norm , it is essential to create conditions conducive to the most effective licensing practices by collecting societies , in an increasingly cross - border context . it is therefore appropriate to provide for a set of rules coordinating basic conditions for the provision by collecting societies of multi - territorial collective licensing of authors’ online rights in musical works . these provisions should ensure the necessary minimum quality of the cross - border services provided by collecting societies , notably in terms of transparency of repertoire represented and accuracy of financial flows related to the use of the rights . they should also set out a framework for facilitating the voluntary aggregation of music repertoire and thus reducing the number of licences a user needs to operate a multi - territorial service . these provisions should enable a collecting society to request another collecting society to represent its repertoire on a multi - territorial basis where it cannot fulfil the requirements itself . there should be an obligation on the requested society , provided that it aggregates repertoire and offers or grants multi - territorial licences , to accept the mandate of the requesting society . the development of legal online music services across the union should also contribute to the fight against piracy . ### unlike other creative sectors , where direct licensing plays a greater role , collective management of authors’ rights on a territorial basis remains the norm in the online music sector . it is therefore essential to create conditions conducive to the most effective licensing practices by collective management organisations . it is therefore appropriate to provide for a set of rules coordinating basic conditions for the provision by collective management organisations of multi - territorial collective licensing of authors’ online rights in musical works , thereby enhancing consumer choice and advancing towards completion of the digital single market . these provisions should ensure the necessary minimum quality of the cross - border services provided by collective management organisations , notably in terms of transparency of repertoire represented and accuracy of financial flows related to the use of the rights . they should also set out a framework for facilitating the voluntary aggregation of music repertoire , thus reducing the number of licences a user needs to operate a multi - territorial service and enabling them to be issued more efficiently . these provisions should enable a collective management organisation to request another collective management organisation to represent its repertoire on a multi - territorial basis where it cannot fulfil the requirements itself . there should be an obligation on the requested organisation , provided that it aggregates repertoire and offers or grants multi - territorial licences , to accept the mandate of the requesting organisation . the development of legal online music services across the union should also contribute to the fight against piracy .


### the general meeting shall have the power to decide on the appointment or dismissal of the directors and approve their remuneration and other benefits such as non - monetary benefits , pension awards , right to other awards and rights to severance pay . ### the general meeting shall have the power to decide on the appointment or dismissal of the directors , monitor their general performance and approve their remuneration and other benefits such as non - monetary benefits , pension awards , right to other awards and rights to severance pay .


### member states shall ensure that procedures are set up for members of a collecting society , rightholders , users and other interested parties to submit complaints to the competent authorities with regard to the activities of collecting societies which are covered by this directive . ### member states shall ensure that procedures are set up for members of a collective management organisation , rightholders , users , another collective management organisation and other interested parties to submit complaints to the competent authorities with regard to the activities of collective management organisations which are covered by this directive .


### fair commercial terms in licensing are particularly important to ensure that users can license the works and other protected subject - matter for which a collecting society represents rights and to ensure the remuneration of rightholders . collecting societies and users should therefore conduct licensing negotiations in good faith and apply tariffs determined on the basis of objective criteria . ### fair commercial terms in licensing are particularly important to ensure that users can license the works and other protected subject - matter for which a collective management organisation represents rights and to ensure the remuneration of rightholders . collective management organisations and users should therefore conduct licensing negotiations in good faith and apply tariffs determined on the basis of objective and non - discriminatory criteria .


### rightholders shall have the right to terminate the authorisation to manage rights , categories of rights or types of works and other subject matter granted to a collecting society or to withdraw from a collecting society any of the rights or categories of rights or types of works and other subject matter of their choice , for the member states of their choice , upon serving reasonable notice not exceeding six months . the collecting society may decide that such termination or withdrawal will take effect only at the middle and at the end of the financial year , whichever is sooner after the expiry of the notice period . ### rightholders shall have the right to terminate the authorisation to manage rights , categories of rights or types of works and other subject matter granted to a collective management organisation or to withdraw from a collective management organisation any of the rights or categories of rights or types of works and other subject matter of their choice , at any time during the term of the authorisation , for the member states of their choice , upon serving reasonable notice not exceeding six months . the collecting society may decide that such termination or withdrawal will take effect only at the middle and at the end of the financial year , whichever is sooner after the expiry of the notice period . member states may provide for measures , in compliance with articles 101 and 102 tfeu , allowing collecting societies to adopt adjusted detailed rules aimed at restricting the scope for rightholders to go back and forth in an objectively abusive manner .


### rightholders shall have the right to terminate the authorisation to manage rights , categories of rights or types of works and other subject matter granted to a collecting society or to withdraw from a collecting society any of the rights or categories of rights or types of works and other subject matter of their choice , for the member states of their choice , upon serving reasonable notice not exceeding six months . the collecting society may decide that such termination or withdrawal will take effect only at the middle and at the end of the financial year , whichever is sooner after the expiry of the notice period . ### rightholders shall have the right to terminate the authorisation to manage rights , categories of rights , works or types of works and other subject matter granted to a collective management organisation or to withdraw from a collective management organisation any of the rights or categories of rights , works or types of works and other subject matter of their choice , at any time during the term of the authorisation , for the member states of their choice , upon serving reasonable notice not exceeding six months . the collective management organisation may decide that such termination or withdrawal will take effect only at the middle and at the end of the financial year , whichever is sooner after the expiry of the notice period .


### the general meeting shall not decide on the appointment or dismissal of members of the management board or the individual managing director where the supervisory board has the power to appoint or dismiss them . ### the general meeting shall not decide on the appointment or dismissal of the individual managing director where the body responsible for exercising the supervisory function has the power to appoint or dismiss them .


### for reasons of sound management , a collecting society ' s senior management must be independent . managers and executive directors should be required to declare annually to the collecting society whether there are conflicts between their interests and those of the society . ### for reasons of sound management , a collective management organisation ' s senior management must be independent . managers and executive directors should be required to declare before taking up their duties and thereafter annually to the collective management organisation whether there are conflicts between their interests and those of the organisation .


### in the online music sector , where collective management of authors ' rights on a territorial basis remains the norm , it is essential to create conditions conducive to the most effective licensing practices by collecting societies , in an increasingly cross - border context . it is therefore appropriate to provide for a set of rules coordinating basic conditions for the provision by collective management organisations of multi - territorial collective licensing of authors ' online rights in musical works . these provisions should ensure the necessary minimum quality of the cross - border services provided by collecting societies , notably in terms of transparency of repertoire represented and accuracy of financial flows related to the use of the rights . they should also set out a framework for facilitating the voluntary aggregation of music repertoire and thus reducing the number of licences a user needs to operate a multi - territorial service . these provisions should enable a collecting society to request another collecting society to represent its repertoire on a multi - territorial basis where it cannot fulfil the requirements itself . there should be an obligation on the requested society , provided that it aggregates repertoire and offers or grants multi - territorial licences , to accept the mandate of the requesting society . the development of legal online music services across the union should also contribute to the fight against piracy . ### unlike other creative sectors where direct licensing plays a more prominent role , the collective management of authors ' rights on a territorial basis remains the norm in the music sector . therefore it is essential to create conditions conducive to the most effective licensing practices by collective management organisations , in an increasingly cross - border context . it is therefore appropriate to provide for a set of rules coordinating basic conditions for the provision by collective management organisations of multi - territorial collective licensing of authors ' online rights in musical works . these provisions should ensure the necessary minimum quality of the cross - border services provided by collective management organisations , notably in terms of transparency of repertoire represented and accuracy of financial flows related to the use of the rights . they should also set out a framework for facilitating the voluntary aggregation of music repertoire and thus reducing the number of licences a user needs to operate a multi - territorial service . these provisions should enable a collecting society to request another collecting society to represent its repertoire on a multi - territorial basis where it cannot fulfil the requirements itself . there should be an obligation on the requested society , provided that it aggregates repertoire and offers or grants multi - territorial licences , to accept the mandate of the requesting society , without abusing its market power . the development of legal online music services across the union should also contribute to a decrease in unauthorized copying of music .


### rightholders shall have the right to terminate the authorisation to manage rights , categories of rights or types of works and other subject matter granted to a collecting society or to withdraw from a collecting society any of the rights or categories of rights or types of works and other subject matter of their choice , for the member states of their choice , upon serving reasonable notice not exceeding six months . the collecting society may decide that such termination or withdrawal will take effect only at the middle and at the end of the financial year , whichever is sooner after the expiry of the notice period . ### rightholders shall have the right to terminate the authorisation to manage the rights , or types of works and other subject matter granted to a collective management organisation or to withdraw from a collective management organisation the rights or types of works and other subject matter of their choice , at any time during the term of the authorisation , for the member states of their choice , upon serving reasonable notice not exceeding six months . the collective management organisation may decide that such termination or withdrawal will take effect only at the middle and at the end of the financial year , whichever is sooner after the expiry of the notice period .


### member states shall ensure that collecting societies make available to their members and rightholders effective and timely procedures for dealing with complaints and for resolving disputes in particular in relation to authorisation to manage rights and termination or withdrawal of rights , membership terms , the collection of amounts due to rightholders , deductions and distributions . ### member states shall ensure that collective management organisations make available to their members and rightholders effective and timely procedures for dealing with complaints and for resolving disputes in particular in relation to authorisation to manage rights and termination or withdrawal of rights , membership terms , the collection of amounts due to rightholders , deductions and distributions . the procedures for dealing with complaints and for resolving disputes shall be independent and made available for both copyright and neighbouring rights .


### ' collecting society ' means any organisation which is authorised by law or by way of assignment , licence or any other contractual arrangement , by more than one rightholder , to manage copyright or rights related to copyright as its sole or main purpose and which is owned or controlled by its members ; ### ' collecting society ' means any organisation owned by its members which is authorised by law or by way of assignment , licence or any other contractual arrangement , by a significant number of rightholders , to manage copyright , to carry out social , cultural and artistic activities in their favour , and to defend and promote their rights , as its sole or main purpose and which is owned or controlled by its members ;


### ' collecting society ' means any organisation which is authorised by law or by way of assignment , licence or any other contractual arrangement , by more than one rightholder , to manage copyright or rights related to copyright as its sole or main purpose and which is owned or controlled by its members ; ### ' collective management organisation ' means any organisation which is authorised by law or by way of assignment , licence or any other contractual arrangement , by a substantial number of rightholders , to manage copyright or rights related to copyright and which is owned or controlled by its members or which is a not - for - profit organisation ;


### collecting societies shall be diligent in the collection and the management of rights revenue . ### collective management organisations shall be diligent , accurate and transparent in the collection and the management of rights revenue .


### the collecting society shall regularly , diligently and accurately distribute and pay amounts due to other collecting societies . ### the collective management organisation shall regularly , diligently , accurately and without undue delay distribute and pay amounts due to other collective management organisations .


### members should be allowed to take part in monitoring the management of collecting societies . to this end , collecting societies should establish a supervisory function appropriate to their organisational structure and allow members to be represented in the body that exercises this function . to avoid imposing excessive burden on smaller collecting societies and to make the obligations arising from this directive proportionate , member states should be able to , if they consider this to be necessary , exclude the smallest collecting societies from having to organise such a supervisory function . ### members should be allowed to take part in monitoring the management of collecting societies . to this end , collecting societies should establish a supervisory function appropriate to their organisational structure and allow all categories of members to be represented in the body that exercises this function .


### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collecting societies maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . this should allow the colleting society to opt for an asset allocation that suits the precise nature and duration of any exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed . ### collective management organisations collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collective management organisations exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collective management organisations maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collective management organisations . amounts collected and due to rightholders should be managed separately from any own assets of the collective management organisation and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collective management organisations ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collective management organisation should be managed in accordance with criteria which would oblige the collective management organisation to act prudently , while allowing the collective management organisation to decide on the most secure and efficient investment policy . this should allow the collective management organisation to opt for a secure and profitable asset allocation that prevents exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collective management organisations to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collective management organisations of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed .


### for the purposes of paragraph 2 , measures to identify and locate rightholders shall include verifying membership records and making available to the members of the collecting society as well as to the public a list of works and other subject matter for which one or more rightholders have not been identified or located . ### for the purposes of paragraph 2 , the collective management organisation shall put in place effective measures to identify and locate rightholders while ensuring appropriate safeguards to deter fraud . such measures shall include verifying membership records and making available regularly and at least annually to the members of the collective management organisation as well as to the public a list of works and other subject matter for which one or more rightholders have not been identified or located .


### in the online music sector , where collective management of authors ' rights on a territorial basis remains the norm , it is essential to create conditions conducive to the most effective licensing practices by collecting societies , in an increasingly cross - border context . it is therefore appropriate to provide for a set of rules coordinating basic conditions for the provision by collecting societies of multi - territorial collective licensing of authors ' online rights in musical works . these provisions should ensure the necessary minimum quality of the cross - border services provided by collecting societies , notably in terms of transparency of repertoire represented and accuracy of financial flows related to the use of the rights . they should also set out a framework for facilitating the voluntary aggregation of music repertoire and thus reducing the number of licences a user needs to operate a multi - territorial service . these provisions should enable a collecting society to request another collecting society to represent its repertoire on a multi - territorial basis where it cannot fulfil the requirements itself . there should be an obligation on the requested society , provided that it aggregates repertoire and offers or grants multi - territorial licences , to accept the mandate of the requesting society . the development of legal online music services across the union should also contribute to the fight against piracy . ### unlike other creative sectors where direct licensing plays a more prominent role , the collective management of authors ' rights on a territorial basis remains the norm in the music sector . therefore , it is essential to create conditions conducive to the most effective licensing practices by collecting management organisations , in an increasingly cross - border context . it is therefore appropriate to provide for a set of rules coordinating basic conditions for the provision by collecting management organisations of multi - territorial collective licensing of authors ' online rights in musical works , thereby enhancing consumer choice and advancing towards completion of the digital single market . these provisions should ensure the necessary minimum quality of the cross - border services provided by collecting management organisations , notably in terms of transparency of repertoire represented and accuracy of financial flows related to the use of the rights . they should also set out a framework for facilitating the voluntary aggregation of music repertoire and thus reducing the number of licences a user needs to operate a multi - territorial service . these provisions should enable a collecting management organisation to request another collecting management organisation to represent its repertoire on a multi - territorial basis where it cannot fulfil the requirements itself . there should be an obligation on the requested organisation , provided that it aggregates repertoire and offers or grants multi - territorial licences , to accept the mandate of the requesting organisation , without abusing its market power . the development of legal online music services across the union should also contribute to the fight against piracy .


### tariffs for exclusive rights shall reflect the economic value of the rights in trade and of the service provided by the collecting society . ### tariffs for exclusive rights and rights to fair remuneration must take account of the need for rightholders to receive reasonable remuneration , the overall value of the repertoire of the collective management organisation and of the economic benefit which users obtain from the collective management of their rights .


### the general investment policy , including on granting loans or providing security or guarantee for loans , with regard to rights revenue ; ### the general investment and risk management policy , including on granting loans or providing security or guarantee for loans , with regard to rights revenue ;


### the general meeting shall not decide on the appointment or dismissal of members of the management board or the individual managing director where the supervisory board has the power to appoint or dismiss them . ### in a collective management organisation with a dual board system , the general meeting of members may decide to delegate to the supervisory board decisions on the appointment or dismissal of members of the management board or approve their remuneration and other benefits .


### every member of a collecting society shall have the right to appoint any other natural or legal person as a proxy holder to attend and vote at the general meeting in his name . ### every member of a collective management organisation shall have the right to appoint any other natural or legal person as a proxy holder to attend and vote at the general meeting of members in his name . there shall be fair and balanced representation of the different categories of members of the collective management organisation . the proxy holder shall enjoy the same rights in the general meeting of the members as those to which the appointing member would be entitled such as distance voting . the proxy holder may not be a natural or legal person who falls within another category of rightholders .


### this directive lays down requirements necessary to ensure the proper functioning of the management of copyright and related rights by collecting societies . it also lays down requirements for multi - territorial licensing by collecting societies of authors ' rights in musical works for online use . ### this directive lays down requirements necessary to ensure the proper functioning of the management of copyright and related rights by collective management organisations . it also lays down requirements for multi - territorial licensing by collecting societies of authors ' rights in musical works for online use .


### there are significant differences in the national rules governing the functioning of collecting societies , in particular as regards their transparency and accountability towards their members and rightholders . beyond the difficulties non - domestic rightholders face when exercising their rights and the too often poor financial management of the revenues collected , problems with the functioning of collecting societies lead to inefficiencies in the exploitation of copyright and related rights across the internal market to the detriment of the members of collecting societies , rightholders and users alike . these difficulties do not arise in the functioning of independent rights management service providers who act as agents for rightholders for the management of their rights on a commercial basis and in which rightholders do not exercise membership rights . ### there are significant differences in the national rules governing the functioning of collecting societies , in particular as regards their transparency and accountability towards their members and rightholders . beyond the difficulties non - domestic rightholders face when exercising their rights and the too often poor financial management of the revenues collected , problems with the functioning of collecting societies lead to inefficiencies in the exploitation of copyright and related rights across the internal market to the detriment of the members of collecting societies , rightholders and users alike .


### collecting societies shall be diligent in the collection and the management of rights revenue . ### collective management organisations shall be diligent , accurate and transparent in the collection and the management of rights revenue . except in member states with systems of extended collective licensing , a collective management organization shall ensure that it only collects rights revenue on behalf of rightholders whose rights it is authorised to represent .


### member states shall ensure that the collecting society regularly and diligently distributes and pays amounts due to all rightholders it represents . the collecting society shall carry out such distribution and payments no later than 12 months from the end of the financial year in which the rights revenue was collected , unless objective reasons related in particular to reporting by users , the identification of rights , rightholders or to the matching of information on works and other subject matter with rightholders prevent the collecting society from respecting this deadline . the collecting society shall carry out such distribution and payments accurately , ensuring equal treatment of all categories of rightholders . ### member states shall ensure that the collective management organisation regularly and diligently distributes and pays amounts due to all rightholders it represents . the collective management organisation shall carry out such distribution and payments as soon as it is possible for it to do so but no later than six months from the time that the rights revenue was collected , unless objective reasons related in particular to reporting by users , the identification of rights , rightholders or to the matching of information on works and other subject matter with rightholders prevent the collective management organisation from respecting this deadline . the collective management organisation shall carry out such distribution and payments accurately , ensuring equal treatment of all categories of rightholders .


### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collecting societies maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . this should allow the colleting society to opt for an asset allocation that suits the precise nature and duration of any exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed . ### collective management organisations collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that collective management organisation , or another organisation . it is therefore important that collective management organisations exercise the utmost diligence , with maximum efficiency , in collecting , managing and distributing that revenue . accurate distribution is only possible where collective management organisations maintain proper and transparent records of membership , licences and use of works and other subject matter . data on the use of the rights managed by collective management organisations should also be provided by rightholders and users with due speed and care , and verified by those organisations . amounts collected and due to rightholders should be managed separately from any own assets of the collective management organisation and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collective management organisation ' s general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collective management organisation should be managed in accordance with criteria which would oblige the organisation to act prudently , while allowing it to decide on the most secure and efficient investment policy . as the collective management of rights by collective management organisations is not a profit - making activity , these organisations should opt for an asset allocation that is suitable in terms of its precise nature and duration , and avoids any exposure to risk of rights revenue . this should allow the collective management organisation to opt for a secure and profitable asset allocation that prevents exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collective management organisations to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collective management organisations of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed .


### for reasons of sound management , a collecting society ' s senior management must be independent . managers and executive directors should be required to declare annually to the collecting society whether there are conflicts between their interests and those of the society . ### for reasons of sound management , a collective management organisation ' s management must be independent . managers and executive directors should be required to declare annually whether there are conflicts between their interests and those of the rightholders that are represented by the collective management organisation . member states should be free to require collective management organisations to make such statements public or submit them to public authorities .


### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collecting societies maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . this should allow the colleting society to opt for an asset allocation that suits the precise nature and duration of any exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed . ### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collecting societies maintain proper and transparent records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . this should allow the colleting society to opt for a secure and profitable asset allocation that prevents exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed .


### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collecting societies maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . this should allow the colleting society to opt for an asset allocation that suits the precise nature and duration of any exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed . ### collective management organisations collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that organisation , or another organisation . it is therefore important that collective management organisations exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collective management organisations maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collective management organisations . amounts collected and due to rightholders should be managed separately from any own assets of the collective management organisation and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collective management organisations ' general meeting of members . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collective management organisation should be managed in accordance with criteria which would oblige the collective management organisation to act prudently , while allowing the collective management organisation to decide on the most secure and efficient investment policy . this should allow the collective management organisation to opt for an asset allocation that suits the precise nature and duration of any exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collective management organisations to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . any funds that have not been correctly attributed to a rightsholder within three years should be transferred from the collective management organisation to a fund designated by the member state in which the collective management organisation has its seat . this fund shall support social , cultural or educational services that are in accordance with article 11 of this directive . when a collective management organisation is forced to transfer collected revenue to the fund mentioned above , it has failed in its duty towards the rightholders on whose behalf it collected the revenue , therefore the collective management organisation may not make any deductions from rights revenue transferred to this fund . with respect to these provisions a collective management organisation can only perform deductions on rights revenue at the same time as it distributes the revenues to the rightholders . in cases where a collective management organisations has over time applied management fees that have been higher then required to cover the management costs of the collective management organisation its members should have the possibility , at the general meeting of members , to transfer accumulated funds originating from management fees to the cultural fund mentioned above as it would not be possible to make a fair redistribution of these funds directly to the rightsholders concerned .


### member states shall ensure that a collecting society makes available at least once a year , by electronic means , the following information to each rightholder it represents : ### member states shall ensure that a collecting society makes available at least once a year , by electronic means and where appropriate on a more regular basis through individual on - line accounts , the following information to each rightholder it represents directly :


### members of collecting societies should be allowed to participate and vote in the general meeting ; the exercise of these rights may only be subject to fair and proportionate restrictions . the exercise of voting rights should be made easy . ### members of collecting societies should be entitled to participate and vote in the general meeting ; the exercise of these rights may only be subject to fair and proportionate restrictions . the exercise of rights to vote and stand for election should be made easy for all members , and should where possible take place by electronic means .


### member states shall ensure that the rightholder gives express consent specifically for each right or category of rights or type of works and other subject matter which that rightholder authorises the collecting society to manage and that any such consent is evidenced in documentary form . ### member states shall ensure that the rightholder gives express consent specifically for each right or category of rights or type of works and other subject matter which that rightholder authorises the collective management organisation to manage and that any such consent is evidenced in documentary form with the exception of models of non - voluntary collective management . this paragraph does not apply to the arrangements in the member states concerning the administration of rights through extended collective licenses , legal presumptions of representation or transfer , mandatory collective management or similar arrangements or a combination of them .


### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collecting societies maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . this should allow the colleting society to opt for an asset allocation that suits the precise nature and duration of any exposure to risk of any rights revenue invested and which does not unduly prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed . ### collecting societies collect , manage and distribute revenue from the exploitation of the rights entrusted to them by rightholders . this revenue is ultimately due to rightholders who may be members of that society , or another society . it is therefore important that collecting societies exercise the utmost diligence in collecting , managing and distributing that revenue . accurate distribution is only possible where collecting societies maintain proper records of membership , licences and use of works and other subject matter . where appropriate , data should also be provided by rightholders and users and verified by the collecting societies . amounts collected and due to rightholders should be managed separately from any own assets of the collecting society and , if they are invested , pending their distribution to rightholders , this should be carried out in accordance with the investment policy decided by the collecting societies ' general meeting . in order to maintain a high level of protection for the rights of rightholders and to ensure that any income which may be derived from exploitation of their rights accrues for the benefit of rightholders , the investments made and held by the collecting society should be managed in accordance with criteria which would oblige the collecting society to act prudently , while allowing the collecting society to decide on the most secure and efficient investment policy . this should allow the colleting society to opt for a secure and profitable asset allocation that prevents exposure to risk of any rights revenue invested and which does not prejudice any rights revenue owed to rightholders . moreover , in order to ensure that the amounts due to rightholders are appropriately , timely and effectively distributed , it is necessary to require collecting societies to undertake diligent and good faith reasonable measures to identify and locate the relevant rightholders . it is also appropriate to provide for the approval by members of collecting societies of the rules governing any situation where , due to the lack of identified or located rightholders , amounts collected cannot be distributed .


### member states shall ensure that the collecting society establishes a supervisory function responsible for continuously monitoring the activities and the performance of the duties of the persons entrusted with managerial responsibilities in the collecting society . there shall be fair and balanced representation of the members of the collecting society in the body exercising this function in order to ensure their effective participation . ### member states shall ensure that the collective management organisation establishes a supervisory function responsible for continuously monitoring the activities and the performance of the duties of the persons entrusted with managerial responsibilities in that organisation . there shall be fair and balanced representation of the different categories of members of the collective management organisation in the body exercising this function in order to ensure their effective participation .


### having the freedom to provide and to receive collective management services across national borders entails that rightholders are able to freely choose the collecting society for the management of their rights , such as public performance or broadcasting rights , or categories of rights , such as interactive communication to the public , provided the collecting society already manages such rights or categories of rights . this implies that rightholders can easily withdraw their rights or categories of rights from a collecting society and entrust or transfer all or part of them to another collecting society or another entity irrespective of the member state of residence or the nationality of either the collecting society or the rightholder . collecting societies managing different types of works and other subject matter , such as literary , musical or photographic works , should also allow this flexibility to rightholders as regards the management of different types of works and other subject matter . collecting societies should inform rightholders of this choice and allow them to exercise it as easily as possible . finally , this directive should not prejudice the possibilities of rightholders to manage their rights individually , including for non - commercial uses . ### having the freedom to receive services for collective management of copyright and related rights across national borders entails that rightholders are able to freely choose the collective management organisation for the management of their rights , such as public performance or broadcasting rights , or categories of rights , such as interactive communication to the public , provided the collective management organisation already manages such rights or categories of rights . this implies that rightholders can easily withdraw their rights or categories of rights from a collective management organisation and entrust or transfer all or part of them to another collective management organisation or another entity irrespective of the member state of residence or the nationality of either the collective management organisation or the rightholder . collective management organisations managing different types of works and other subject matter , such as literary , musical or photographic works , should also allow this flexibility to rightholders as regards the management of different types of works and other subject matter . collective management organisations should inform rightholders of this choice and allow them to exercise it as easily as possible . finally , this directive should not prejudice the possibilities of rightholders to manage their rights individually , including for non - commercial uses .


### member states shall ensure that where a collecting society does not grant or offer to grant multi - territorial licences in online rights in musical works or does not allow another collecting society to represent those rights for such purpose by one year after the transposition date of this directive , rightholders who have authorised that collecting society to represent their online rights in musical works can grant multi - territorial licences in their online rights in musical works themselves or through any collecting society complying with the provisions of this title or any other party they authorise . the collecting society which does not grant or offer to grant multi - territorial licences shall continue to grant or offer to grant licences for the online rights in musical works of such rightholders for their use in the territory of the member state where the collecting society is established , unless the rightholders terminate their authorisation to manage them . ### member states shall ensure that where a collective management organisation does not grant or offer to grant multi - territorial licences in online rights in musical works or does not allow another collective management organisation to represent those rights for such purpose by one year after the transposition date of this directive , rightholders who have authorised that collective management organisation to represent their online rights in musical works can grant multi - territorial licences in their online rights in musical works themselves or through any collective management organisation complying with the provisions of this title or any other party they authorise . the rightholders shall notify the affected collective management organisation of their decision without delay . the collective management organisation which does not grant or offer to grant multi - territorial licences shall continue to grant or offer to grant licences for the online rights in musical works of such rightholders for their use in the territory of the member state where the collective management organisation is established , unless the rightholders terminate their authorisation to manage them .


### members of collecting societies should be allowed to participate and vote in the general meeting ; the exercise of these rights may only be subject to fair and proportionate restrictions . the exercise of voting rights should be made easy . ### all members of collective management organisations should be allowed to participate and vote in the general meeting ; the exercise of these rights may only be subject to fair and proportionate restrictions . the exercise of voting rights should be made easy , and whenever possible by electronic means .