PNR’s Code of Conduct

Phonorights (Thailand) Ltd. “PNR” is a Content Management Organization of IFPI. Maintaining the standard is our key

1. Conduct of PNR
1. .1   PNR shall operate a business for the best interest of all members and right holders of sisters, reciprocal and affiliated CMOs PNR represent, whether directly or via agreements with other CMOs. PNR shall interact with users in a fair and non-discriminatory manner and in a way that ensures that members and right holders of sisters, reciprocal and affiliated CMOs PNR represent receive an appropriate remuneration for use of their rights.
2. .2   Legitimately efficiently administer and conduct operations with integrity, transparency and efficiently as well as fair and non-discriminatory basis.
3. .3   PNR shall strive to effectively collect remuneration or licence fees on behalf of members and right holders of sisters, reciprocal and affiliated CMOs PNR represent and distribute the collected revenue to correct members and right holders of sisters, reciprocal and affiliated CMOs PNR represent expeditiously and accurately.
4. .4   PNR shall establish and communicate a fair and effective policy for dealing with competing remuneration claims.

Governance of PNR

1. PNR shall provide members and right holders of sisters, reciprocal and affiliated CMOs PNR represent the opportunity for a fair and balanced representation in the governing bodies taking into account the direct economic interest a member has in the functioning of the CMO.
2. In the event that the right holders can become direct members of the PNR, all members should be given voting powers at the general meeting on the basis of criteria, provided that such criteria are determined and applied in a manner that is fair and proportionate to the value of their rights managed by the PNR.
3. PNR shall have a general meeting of members, delegates or shareholders, as the case may be, at least once a year. The general meeting shall at least have the power to appoint and dismiss the members of the board of directors, which supervises the management of PNR, and PNR’s auditors, as well as approve any changes to PNR’s statutes and general distribution policies.

2. Principles of conduct with member
1. 2.1   PNR shall accept as members and/or provide services to all members and right holders of sisters, reciprocal and affiliated CMOs PNR represent on a non-discriminatory basis and according to principles of equal treatment, unless PNR has objectively justified reasons to refuse its services or differentiation is absolutely necessary and based on justified and objective criteria in accordance with this Code of Conduct.
2. 2.2   PNR shall Provide information to the members and right holders of sisters, reciprocal and affiliated CMOs PNR represent regardless of their nationality or country of establishment (at least in Thai Language)
• Qualification of member
• Interest of member
• Duties of member
• Template membership and/or customer agreements with members*
• Articles of association/By-laws, policy and operational guideline of PNR์
• Annual reports and accounts
• General tariffs
• Distribution policies
• Dispute resolution procedure
• PNR’s structure
• List of bilateral agreements that PNR has concluded
• Information regarding to the operation and funding (if any).
• Other information related to the right and duty as appropriate upon request.

PNR shall strive to conclude reciprocal representation agreements with respect to the rights PNR administer with every other CMO, subject to such other CMOs complying with any requirements of international law. PNR shall manage the rights it is mandated to administer by virtue of a reciprocal representation agreement in a transparent and non-discriminatory manner.

PNR is to make available upon request, to all members and right holders of sisters, reciprocal and affiliated CMOs* that have mandated PNR either directly or through a bi-lateral agreement with another CMO to manage their rights, a list of works, recordings and other subject-matter where the owner of the relevant rights has not been identified. Before providing this information PNR shall first have concluded reasonable identification procedures.

PNR is to provide to the members and to other CMOs with which PNR have bilateral agreements, royalty statements itemised per work, recording and other subject-matter and in respect of revenues at least per usage sector.

1. 2.3    Accept as members, unless refusal is justified un writing with reason, for example, where an applicant/member is proven to be engaging in piracy or other illegal practices or where an applicant/member manages rights that are of a type that does not fall within PNR’s scope of activity. Not accept the right holders who is a member or transfer right to another CMO, unless it is under different category.
2. 2.4   Provide a copy of the regulation when becoming a member and if any request.
3. 2.5   Disclose the rule of remuneration and operation fee to member as well as the rate and method for calculating the remuneration, conditions, transaction channels and the distribution schedule, including provide additional information if there has been requested related to the compensation and operation, in which shall provide member the detailed distributing in the handbook or via the internet system.
4. 2.6   In order to adjust the regulation or criteria in cl. 2.5, PNR should discuss with members and inform members if any amendment.
5. 2.7   PNR shall allow members to determine the scope (category, rights, uses, repertoire, timeframe and territory) and character (exclusive or non-exclusive) of the rights mandates they give to PNR without restrictions, unless such restrictions are objectively justified for reasons of effective management and licensing of rights and they are always proportionate to the objectives the PNR seeks to achieve.
6. 2.7   Member has the right to terminate the membership or the management of the rights wholly or in part in accordance with PNR's regulation that it might effect either immediately or at the end of some given period that shall not exceed six months. The termination shall not affect licenses granted to users prior to the date of the receipt of the notice of termination for a reasonable period of time, however, such a period shall not exceed 12 months. The termination shall not affect any right or benefit, which member was entitled to receive prior to termination, including distributing to members the revenue PNR has collected on their behalf prior to termination, on equal terms with the PNR’s members or customers, whichever may apply.

3. Principles of conduct with users
1. 3.1    Subjected to the data protection policy*, providing the relevant information including terms, agreements and conditions such as the policy and operational guideline of PNR, and provide other information following a justified and sufficiently detailed request from a licensee or entity engaged in license negotiations.
2. 3.2    Disclose tariff that is classified by each category of rights and usage.
3. 3.3    Members and right holders of sisters, reciprocal and affiliated CMOs PNR represent shall receive appropriate remuneration for the use of their rights. Tariffs determined by PNR shall be reasonable considering the concerned factors such as the economic value of the rights in trade, taking into account the nature and scope of the use of the work, sound recording and other subject-matter, as well as in relation to the economic value of the service provided by the PNR.
4. 3.4    PNR shall interact with users in a fair and non-discriminatory manner such as the tariff of the same sized restaurant, not deny to license without any reasonable cause the works, sound recordings or other subject-matter of members and right holders of sisters, reciprocal and affiliated CMOs PNR represent PNR represents.
5. 3.5    5 PNR shall request licensees to report the use of works, sound recordings and other subject matter promptly and accurately using a standardised electronic format and where possible using standard identifiers, unless reporting would be commercially unreasonable and economically unviable considering in particular the value of the license in question.
6. 3.6    Educate users about the legitimate music copyright content and agreement, and the obligation to seek for the legitimate license before using the content.
7. 3.7    Endeavour about the role and important of business operations with relevant industries by discussing with other involved sectors or association in order to gather information for agreement considering.
8. 3.8    Certify to the users that PNR shall license and collect only the contents of members and right holders of sisters, reciprocal and affiliated CMOs PNR represent.

4. Principles of conduct for the Public
1. 4.1    Disclose at least the following information to the public on any channels that easily accessible, specifically on PNR's website.
• Annual report
• Regulation
• PNR’s structure
• Remuneration rates based on the category of usage
• Member list by the membership type
• List of sisters, reciprocal and affiliated CMOs

In case, any change, the above information should be regularly updated within a suitable period.

1. 4.2    Support activity to raise public awareness about the music copyright, such as a campaign to raise aware of the right of music rightholders, promoting cultural art through musical content, organizing event and activity to support the creator and right holder and donation or other charity etc. Nevertheless, the arrangement should concern to all involved factors such as organization size, number of members, number of licensees and the amount of collected income in each year. The possibility to co-operated with other CMOs.

5. Collecting and distribution
1. 5.1   Remuneration collecting
2. 5.1.1    The remuneration shall be collected regularly according to the license agreement.
3. 5.1.2   The collected remuneration shall not be used for any purposes except for allocating to members and right holders of sisters, reciprocal and affiliated CMOs PNR represent after deduction of appropriate operating costs of PNR, unless having the agreement with a member such as settling a financial funds for members and right holders of sisters, reciprocal and affiliated CMOs PNR represent, organizing the relevant activities.
4. 5.2   Operational costs
5. 5.2.1    Operational costs shall be deducted from the gross income for PNR’s management.
6. 5.2.2    Clarify the operational detail costs to members such as utility bills, wages/ salary, information technology costs etc., as well as determine the calculation method for example calculating in percentage of the total amount of remunerations, calculating based on the actual basis, or charging an operational fees as defined in the regulation etc. However, the operational cost might be different, depend on the nature of usage, but there should clearly notify and base on a non-discriminatory basis.
7. 5.2.3    transparent spending with evidence.
8. 5.2.4    Clear regulation about the operational cost deduction.
9. 5.3   Distribution

The distribution rules and practices applied by PNR shall be based on the principle of individual distribution according to actual use of the sound recordings and they may not directly or indirectly discriminate between members and right holders of sisters, reciprocal and affiliated CMOs PNR represent on the grounds of nationality, ownership, genre, or otherwise, without objectively justifiable reasons.

10. 5.3.1    PNR shall distribute the collected revenue to members and right holders of sisters, reciprocal and affiliated CMOs PNR represent they represent at track level based on actual use and usage reports insofar as it is economically reasonable and after deducting the operational costs.
11. 5.3.2    Distribute the remuneration to the members and right holders of sisters, reciprocal and affiliated CMOs PNR represent no later than 6 months after the end of the financial year

    in which such revenue is collected, by providing the distribution should be at least twice a year.

12. 5.3.3    Provide the usage report and the distribution to each member by identifying the amount of distribution in the cycle of distributing period with separating into category of the rights and the nature of usage, operational fee deduction and other relevant information as provided in Point 2.2.
13. 5.4    Unidentified and unclaimed monies
14. 5.4.1    Subjected to the regulation in cl. 3.8, after having used their best efforts to identify and locate the correct recipients PNR shall distribute unidentified and unclaimed monies proportionately to the identified members and right holders of sisters, reciprocal and affiliated CMOs PNR represent, without discrimination between members and right holders of sisters, reciprocal and affiliated CMOs PNR represent, no later than 3 years after the end of the calendar year in which the monies were collected, according to usage information for that year.
15. 5.4.2    PNR shall make reasonable provisions against future claims by individual members and right holders of sisters, reciprocal and affiliated CMOs PNR represent that have not received remuneration for the use of their rights.
16. 5.5    Establish the financial accounting and report about the remuneration collecting and distribution.
17. 5.5.1    Establish the specific accounts of assets separate from the income. account relating to the remuneration collecting and distribution, and income from other activities, also the additional account to declare the source of income, type of rights and the nature of usage.
18. 5.5.2    Establishing the budget at least once a year.
19. 5.5.3    Financial data shall completely recorded and keep properly, especially the information about collected revenues, distribution, operational costs and other expenses.

6. Annual Report
1. 6.1    PNR shall publish on its website the annual report that shall consist of the information as the following:
• Type of Member and right holders of sisters, reciprocal and affiliated CMOs PNR represent
• Total remunerations in the calendar year of reporting, classified by member category, type of rights and usage and other incomes.
• Operational cost and other expenses.
• Budget.
• Report of the activities in the reporting year.
• Other information regarding the distribution to members and operational fee, incomes from the licensing agreement to exploit their rights of both in Thailand and other territories and investment fund administration (if any) etc.
1. 6.2    the annual report shall be provided to members once per year not later than eight months following the end of the financial year and published on PNR's website for a period of no less than five (5) years.

7. Dispute resolution procedure
1. 7.1    PNR shall establish and communicate a fair and effective policy for dealing with competing remuneration claims and shall publish a dispute resolution procedure(s).
2. 7.2    Shall not deny members or represented right holders who desire to choose an alternative dispute resolution without justified reason.
3. 7.3    Provide a report regarding the complaints and dispute resolution as appropriate.

8. Data Protection*
1. 8.1    Applied with all involved legislations of the data protection and trade secret.
2. 8.2    Ask for a permission from members and sisters, reciprocal and affiliated CMOs PNR represent and users to allow PNR for gathering data, data analysis processing or using personal information of members and right holders of sisters, reciprocal and affiliated CMOs PNR represent and users.
3. 8.3    PNR shall keep and regularly adjust for up-to-date information of members and right holders of sisters, reciprocal and affiliated CMOs PNR represents, and users in electronic form.