The legal opinion

Correspondent | Monday January 30, 2017 13:53

On the basis of reference to materials and records voluntarily issued by the Society, the Consultants undertook a due diligence exercise to investigate each issue raised, and to furnish a report for the organisation’s internal reference and the Copyright Administrator’s attention, detailing the findings as regards each issue.

 

Concluding Observations

The Consultants made the following observations of fact concerning the process that precipitated the due diligence exercise, and concerning the findings revealed by the exercise, and finally accepted/consented with and signed for by every Board member. The details pertaining to each matter are outlined in the full report available at the office.

 

Service Providers,

Onquest And Africo Beam Matter

The Consultants find nothing remiss in the CEO’s conduct, and commends him for handling operational issues in such a way as to protect the interests of the Society.

There was nothing about Africo Beam that required escalation to the Board; much less an escalation as emergency so long after the death of Africo Beam’s dealings with COSBOTS. Accordingly, the service provided by OnQuest (Pty) Ltd is purely an operational matter and has no place in a governance review to any greater or lesser extent than any other outsourced service. The Consultants ensured, with the full cooperation of the Board, that the Chairman, Solomon Monyame took no part in the investigation and subsequent deliberations because he has a substantial interest in OnQuest (Pty) Ltd. 

This matter had previously been intensely investigated even by DCEC and nothing was determined remiss regarding the contract with OnQuest.

 

Purchase Of The

Building For The Company

On all counts, the acquisition of this appreciating asset is an eminently sensible transaction that can only be of benefit to the organisationby  enhancing its capacity to deliver on its mandate.

To the extent that COSBOTS is a non-profit organisation, it is more prudent for it to make tax-deductible capital investments with part of its retained earnings.

 

Purchase Of Motor

Vehicle For The Ceo

The Consultants determined that this transaction was authorised through a resolution of the Board and finds that the vehicle, registered in the name of the Society, forms part of the Society’s assets and therefore finds no evidence of wrongdoing by the CEO.

 

Reciprocal Agreements

While it is, indeed, true that the agreements will become effective once the parties have exchanged repertoires and joined CISAC, the contractual obligations of the parties are real and binding. In any event, in compliance with its reporting obligations under the Act, COSBOTS has lodged with the Copyright Office copies of all reciprocal agreements entered into.

 

Distributed Royalties

What is law, and far more important, is that distributions must be made, in respect of all documented works, and to documented persons as set out in the Membership and Distribution Rules to which all members are subject.

These are to be read with Part VI of the Copyright and Neighbouring Rights Act CAP 68:02. Finally, it is worth mentioning that, for reasons beyond COSBOTS’ control, collections have historically fallen considerably short of what they should have been. A major reason has been the failure of the largest user of protected works, Department of Broadcasting Services (DBS), to pay the sums invoiced.  Against this backdrop, the Board finds that COSBOTS substantial adherence to the 30% admin cost target is a positive feature.

 

Meetings Of The Board & Members

The Board has always been scrupulous to dispatch notices of general meetings to all members in accordance with the requirements of the Act, and has retained records of all such dispatches. Thus, no member has been denied the right or opportunity to attend and participate in general meetings.

 

Unprocedural And

Unfair Disciplinary Proceedings

Individual cases of discipline or dismissals are entirely an operational issue and not ordinarily the province of the Board, it is open to the aggrieved and affected parties to approach the Board by way of appeal against unfair dismissals or disciplinary process.

 

Audit Process And Reluctance

Of Auditors To Approve Cosbots Financial Statements

The Consultants find no cause for controversy or concern regarding COSBOTS audited financials, and notes, moreover, that of all the audited financials statutorily filed since COSBOTS’ inception, not one bears a qualified audit report.

 

By - Order of the COSBOTS Board

 

* For more information contact Seeletso Lekgaba, Communications Manager at:

Old Lobatse Road, Plot 4792, PG Glass BuildingTel: (+267) 392 8055

E-mail: seeletsol@cosbots.com