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1
TABLE OF CONTENTS
2.
Notice of Annual General Meeting
4.
Directors’ Report
port
5.
Chairman’s Statement
8.
CEO’s Overview
10.
Board of Directors
12.
Song Writing Camp 2012
14.
Corporate Governance
15.
Senior Management Team
16.
The Largest Shareholders
17.
Index to the Financial Statements
18.
Independent Auditors’ Report
45.
Additional Information - Report to the Directors of C2W Music
48.
Form of Proxy
For more information: 2
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the First Annual General Meeting of C2W Music Limited will be held at the Terra
Nova All-Suite Hotel, 17 Waterloo Road, Kingston 10 on Saturday, June 15, 2013 commencing at 10 a.m. to transact
the following business:
1. To receive the Audited Accounts for the year ended December 31, 2012 together with the reports of the Directors ad
Auditors thereon,
The Company is asked to consider, and if thought fit, pass the following resolution:
Resolution No. 1
“That the Audited Accounts for the year ended December 31, 2012, together with the reports of the Directors and
Auditors thereon, be and are hereby adopted.”
2. To Elect Directors
Pursuant to Article 97 of the Company’s Articles of Incorporation, the retiring Directors all of whom are eligible for
re-election are Gassan Azan, Ivan Berry, Gerald Elias Hadeed, Kristine Gibbon-Thompson, Neysha Soodeen, Derek
Wilkie and Maxime Gousse
To consider, and if thought fit, pass the following Resolutions:
Resolution No. 2
“That retiring director Gassan Elias Azan be and is hereby elected a director of the company”.
Resolution No. 3
“That retiring director Ivan Berry be and is hereby elected a director of the company”.
Resolution No. 4
“That retiring director Gerald Hadeed be and is hereby elected a director of the company.”
Resolution No. 5
“That retiring director Kristine Gibbon-Thompson be and is hereby elected a director of the company.”
Resolution No. 6
“That retiring director Neysha Soodeen be and is hereby elected a director of the company.”
Resolution No. 7
“That retiring director Derek Wilkie be and is hereby elected a director of the company”.
Resolution No. 8
“That retiring director Maxime Gousse be and is hereby elected a director of the company.”
3. To re-appoint Auditors and to authorize the Directors to fix their remuneration.
To consider, and if thought fit, pass the following Resolution:
Resolution No. 9
“That Messrs. Deloitte Touche Tohmatsu Limited having agreed to continue in office as Auditors, the Directors
be and are hereby authorized to agree to their remuneration in respect of the period ending with the conclusion
of the next Annual General Meeting.”
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4. Special Business
Resolution No. 10
To consider and (if thought fit) pass the following Special Resolution to amend the Company’s Articles of Incorporation to provide for notices and documents to be sent to shareholders electronically with their consent and
that Article 1 and Article 145 under the heading “Notices” be amended respectively to read:
Article 1: To include the following definition following the definition of “in writing”:
“electronic format”
any technology utilized by facsimile machines, scanning devices, mail sent using computers or other similar automated or photographic devices, any other technological form of representation of
information in having electrical, digital, magnetic, wireless, optical, electromagnetic, photographic or similar
capabilities including but not limited to compact discs, tapes, soundtracks or other devices in which printed
words, writing, sounds or other data are embodied so as to be capable of being reproduced (with or without the
aid of some other equipment).
Article 145: Article 145 under the heading Notices which presently reads:
“A notice may be given by the Company to any member either personally or by sending it by post to him or to
his registered address or (if he has not registered address within the Island) to the address if any, within the
Island supplied by him to the Company for the giving of notice to him. Where a notice is sent by post, service of
the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the
notice, and to have been effected in the case of a notice of a meeting at the expiration of twenty-four (24) hours
after the letter containing the same is posted, and in any other case at the time at which the letter be delivered
in the ordinary course of post.”
be amended to read as follows:
“A notice may be given by the Company to any member either personally in writing or by electronic format by
sending it by post to him or to his registered address or (if he has no registered address within the Island) to the
address if any, within the Island supplied by him to the Company for the giving of notice to him. Where a notice is
sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting
a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of
twenty-four (24) hours after the letter containing the same is posted, and in any other case at the time at which
the letter be delivered in the ordinary course of post.”
By Order of the Board
Denise A. Douglas
Do
ouglas
Company Secretary
April 23, 2013
Registered Office
1 Ardenne Road
Kingston 10
NOTE:
A member entitled to attend and vote at this meeting may appoint another person as his proxy to attend and vote instead
of him and such proxy need not be a member of the company. An appropriate form of proxy is enclosed.
For more information: 4
DIRECTORS’ REPORT
The Directors are pleased to submit their Report ad Audited Accounts for the year ended December 31, 2012
FINANCIAL RESULTS
Period
Year Ended
December 31, 2012
US$
Fees and royalties
6,252
Interest income
5,643
Sponsorship Income
November 24 to
December 31, 2011
US$
10
94,571
-
Song writing camps and development expenses
(273,576)
-
Administrative expenses
(412,807)
(20,514)
Finance costs
( 2,852)
-___
(582,769)
(20,504)
NET LOSS AND TOTAL COMPREHENSIVE INCOME
FOR THE YEAR
DIVIDENDS
Your Directors do not recommend payment of a dividend.
THE BOARD
Pursuant to Article 97 of the Articles of Incorporation of the Company, all Directors must retire at this Annual General
Meeting and being eligible offer themselves for election.
The Directors of the Board as at December 31, 2012 comprised:
Gassan Elias Azan
Derek Wilkie
Neysha Sooden
Kristine Gibbon-Thompson
Ivan Berry
Gerald Hadeed
Maxime Gousse
AUDITORS
Deloitte & Touche has indicated their willingness to continue in office and their re-appointment will be proposed at the
forthcoming Annual General Meeting.
The Directors wish to express their appreciation to the management and staff for the work they have done during the
year.
By Order of the Board
Denise A. Douglas
Doug
u las
Company Secretary
April 23, 2013
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CHAIRMAN’S
STATEMENT
For more information: 6
Dear Shareholders,
C2W Music Ltd started its operating activity in January of 2012.
T
hough the business model and strategic work plan, had been given the green light through the directorship and
in conjunction with its CEO, the capital required to implement operations had not yet been available due to some
unforeseen areas that presented itself. In this scenario it was felt that in order to keep momentum, the company
would seek short-term loans, which would be repaid immediately on the IPO’s successful entry to the market, and in so
doing would allow the nucleus of the business in the creation of Copyrights to crystallize. The loans are now all cleared
and fully repaid as published in the companies audited report.
Like any other start up, there are and will always be shortfalls and unexpected forces that requires the leadership
to modify existing strategies and re-implement plans in keeping with market changes. A late, but key element is the
outsourced services by retainer contract of professional individuals to carry out critical work in the area of securing
the proper software that will allow our catalogue of music to achieve the highest levels of registration globally. I am
pleased to report this was achieved and is now in place allowing Public performance of the “works’ to be tracked and
accrue revenue streams globally. C2W Music negotiated and purchased its Music Industry standard “Counter Point”
software, which is now functional. Ground work to establish C2W Music Ltd as a player in the world of Music Publishing
is a further key area that allows the brand to be ‘Top of Mind” with Music supervisors and the major labels and affords
familiarity with the major labels, Film and TV businesses.
I am pleased to also say that this work has been achieved and at the end of 2012 we
are beginning to see and license on a weekly basis the catalogue of works created
during the year. On top of this we have several of the Copyrights both placed and shortlisted with Major recording
Artistes and due for release in the first half of 2013.
The shortfall in projected income is directly related to the slow “Brand” presence and the time frame to which revenue
can be expected from exploitation of copyrights, in cases, up to 18 months after such performances occur. The last
quarter of 2012 saw a relentless drive in the US market and more specifically Los Angeles with management meetings
and creating awareness with several interest groups and this has led to discussions with major all rights leader BMG
Chrysalis and C2W Music surrounding reciprocal Sub-Publishing appointments for representation in the first quarter
of 2013. Expectations as we move into the new financial year and with more and more request for catalogue use it can
be expected to see the company’s revenue take on a different picture in the third and fourth quarters of 2013.
Despite the low income the company has done and amazing job in securing over 700 songs co- written with some of the
world most successful writers/producers and this is what the model and concept set out to achieve and where the bulk
of the expenses have occurred. The stock in these copyrights secures over the long term/short term the investment. It
must be noted that as a virtual company there has been no cost associated with permanent rental and office fixtures.
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It would be therefore remiss of me as Chairman not to commend the hard work and passion I have come to recognize
in Mr. Ivan Berry our CEO. He has relentlessly been on the move and has brought a new and innovative potentially global business to the Caribbean. The board remains very optimistic that the financial picture will greatly improve, as we
are able to monetize and exploit these copyrights. My message to Shareholder investors is to remain positive as the
company now is in a position to offer and exploit its primary stock-in-trade having built this up during its first year of
operation.
I would also like to take this opportunity to thank the board of directors and our mentor for all their support and
guidance during the companies first year of operation. Our accountants, our board of advisors, our auditors and our
legal team should also be thanked for the direction given. Last but certainly not least, I thank the shareholders for their
confidence in the C2W Music Ltd business model.
Yours
Yo s Truly,
Gerald Hadeed
Chairman Of The Board
Boar
arrd
C2W Music Ltd.
Ltd
For more information: 8
CEO’S OVERVIEW
T
he entertainment
men Industry and by extension all
the tributaries that
at meander around it such as
the Major and Independent labels, the TV and
Film Market, Chart Radio, Classic, Rock, Country,
Caribbean and all the stations formatted in all the
various genres, The wide selection of Live Performances from one end of the Globe to the other, The
Theatrical shows in and around major cities and
the newly sold out “Cirque de Soleil” with its music
based foundation. Clubs, bars, restaurants and dance
arenas and not to be left out the numerous Carnivals
inherited by cities in the USA, Canada, The UK and
many European Countries where Caribbean Nationals
get to “Show Dem”: what its all about and parade in the
streets. We Could go on forever listing the events that are
all primarily driven by music. Though different in each way,
they all have one single common denominator, which is the
performance or playing of Copyrighted music to which the
copyright act in 90% of cases clearly states a Music License
is due and a royalty payable to the rights holders.
C2W Music Ltd is a fully fledged Music
Publisher (Rights Holder) who through
contractual agreements has in its
first year of operation legally acquired
registered shares in well over 700 songs,
and is now part of its catalogue and made
available for exploitation on a global
basis.
During the first operating year it became crucial to advance
the building of the song catalogue in order to have a bank of
songs that would allow the Company to negotiate with other Major Publishers for sub-publishing rights. As CEO, I am
pleased to inform you that during our last quarter we were
able to have our catalogue sub-published with BMG Chrysalis for the world outside of the Caribbean. BMG Chrysalis is
one the world’s largest and most successful music publishers. In short this means we now have global representation
of our copyrights with an aggressive team in charge of approaching the major and independent labels to cut tracks,
Film and TV music supervisors networks for synchronization
deals and bringing together writers from the region who
will be represented by a major publisher. In turn C2W Music
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sub-Publishes the entire catalogue of BMG Chrysalis in the region and extended Caribbean, well over two Million songs,
many of which chart on our regional stations daily.
It is still too early to determine what revenue we can accrue as a sub-publisher in the region, but indications are that this
will be a major earner for the company as we see the growth in licensing of the new media services, streaming etc., and as
a reciprocal deal BMG Chrysalis will collect our royalties from any exploitation external of the region and also they will be
sharing the content with their counterparts in every major city from Australia to Japan to Europe and the UK.
The first year of operation, we required hands on with the advancement of our songwriting camps, during 2012 we held 12
of these in and around the Caribbean. These camps brought tremendous goodwill to the company and cost saving as none
of our international producer/writers considered any fee for their services but rather shared in the copyrights in equal ratios with our signed C2W writers. The camps proved to be very successful and presented the perfect creative environment
for collaboration.
Word of mouth spreads quickly in the Business and it was not long before Columbia Records, Island/Def Jam, RCA, BMI
(PRO) and others were onto to us and wanting their recording acts to be part of the camps. This is the sort of ideal scenario
as we are guaranteed top listing for cutting the tracks on upcoming albums. C2W during our Nevis camp played host to
Maria Egan of Columbia. On many occasions we had the pleasure of Max Gousse, Senior Vice President of Island/Def Jam,
first hand to experience the camps. We also had Shawn “Tubby” Holiday, Senior Vice president of RCA Records experience
our songwriting camps.
Our Public relations drive directly targeted at Film and TV markets strategically went after the top Music Supervisors who
are all now set up as contacts through C2W’s Sean Mulligan, retained in the LA market and has set the foundation and
networks for TV and Film sync deals. A very important area as we start the full onslaught of placing songs and creating a
hype for the Brand in the LA area and with the top decision makers.
In North America we are lucky to have on Board Jennifer Beavis who is and expert in copyright Administration and who
controls the heartbeat of performance tracking through the C2W asset purchased “counterpoint” software package. A music industry recognized standard that allows the company to interface with the Performance Right Organizations and music
publishers globally. This is critical as we seek to capture all revenue streams and register our Publisher splits.
The operating environment for Music publishing remains very buoyant and as technologies grow with new developments
and the publishing arena upgrades its licensing we are ensuring that C2W Music is and has all the necessary coverage to
collect. We are seeing two and three year new publisher buyouts by the majors or large investments injected as its more
often now recognized that its the younger Publishers who are coming up with the new creative scoring writers. One, top
ten song can change the entire picture and or several well placed top Artist tracks.
Projections on revenue will come in spurts and our mission will be to stay on target and make the necessary internal modifications that will allow the company to see the end of year two in a cash positive balance. The company is well poised with
its strong songs and during 2013 will have to be aggressive in searching and getting the tracks included on major artist
albums, in which we already have some great songs recorded by globally successful artist, television shows and movies.
Yours Truly,
Ivan
IIv
van Berry
CEO / C2W Music Ltd.
Ltd
For more information: 10
BOARD OF DIRECTORS
Mr. Gerald Hadeed
NON-EXECUTIVE CHAIRMAN
Gerald Hadeed is a Trinidad & Tobago businessman who
leads the Beacon Insurance Company Limited. Over the
past 20 years he has acted as a consultant to several
major oil and gas companies and specialist energy
industry companies. His interest ranges from insurance,
finance, energy investments, healthcare ambulance
services, land development, internet communications
and 3D movie entertainment. He is married with 5
children.
Mr. Gassan Elias Azan
NON-EXECUTIVE DIRECTOR
Gassan Elias Azan was educated at Munro College in St. Elizabeth, St. Edmunds
School in Canterbury, England, Boston University and The University of Miami in the
USA. He is a businessman and entrepreneur having founded 3 prominent Jamaican
businesses, trading as Bashco, MegaMart Wholesale Club and Sweet Tings Limited.
Mr. Ivan Berry
DIRECTOR & CHIEF EXECUTIVE OFFICER (CEO)
Ivan Berry has had a 30 year career in the music industry, which has spanned a
wide range of activities including entrepreneur, artist manager, record label owner,
talent development executive and music publisher. As the CEO of the company, he
is primarily responsible for its overall strategic direction and its business of identifying and nurturing creative talent, and revenue generation and royalty collection
activities. He is a native of St. Kitts and is involved in the development of the music
business infrastructure across the Caribbean.
Ms. Kristine Gibbon-Thompson
NON-EXECUTIVE DIRECTOR
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Kristine Gibbon-Thompson is the CEO of Canboulay Energy Capital. She serves
in the capacity of Vice President, Strategic & Business Development at Carisal
Unlimited and also serves as a director on a number of boards. Kristine holds a
Bachelor of Commerce degree with Honors from Queen’s University in Canada and
an MBA from Harvard University Graduate School.
Ms. Neysha Soodeen
NON-EXECUTIVE DIRECTOR
Neysha Soodeen has experience as the President of Caribbean Publishers Network
and the Editor-in-Chief of MACO Caribbean Living magazine which is available
throughout the Caribbean as well as in outlets in North and Central America, the
United Kingdom and elsewhere. She is also Managing Director and a shareholder in
Toute Bagai Publishing, a publisher of in-house magazines for hotels and tourism
boards in the Caribbean. Neysha is a graduate of Carleton University, Canada (B.A.)
and Branksome Hall School, Toronto and currently resides in Trinidad & Tobago.
Mr. Derek Wilkie
DIRECTOR & PRESIDENT/DIRECTOR OF OPERATIONS
Derek Wilkie worked as production manager and also held the position of head of A
& R at West Indies Records Limited (WIRL). While at WIRL he enabled the signing of
several acts to recording contracts and managed one of these acts and toured Canada and the Americas. After leaving WIRL, he established his own label, CRS Music
Ltd. With the publishing arm Treasure Music Island Inc. As a result of his interest
in copyright, Derek promoted the founding of the Copyright Society of Composers,
Authors and Publishers Incorporated (COSCAP). As President and Director of Operations of C2W Music Limited, he both supports and reports to the CEO.
Mr. Maxime Gousse
NON-EXECUTIVE DIRECTOR
Music industry heavyweight Maxime Gousse, (born Brooklyn, NY) is a multiple
Grammy Award-winning American record executive, producer, and A&R extraordinaire. He currently serves as the Senior Vice President/A&R of Island Def Jam
Music Group. Maxime has been an A&R executive for nearly twenty years. Based
in Los Angeles, Maxime works with artists in several genres, including Pop, R&B,
and Hip-Hop.
For more information: 12
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For more information: 14
CORPORATE GOVERNANCE
T
he Board of Directors of C2W Music Limited is responsible for the Company’s system of corporate governance
and ultimately accountable for the Company’s activities, strategy, risk management and financial performance.
The Board has the authority, and is accountable to shareholders, for ensuring that the Company is appropriately
managed and achieves the strategic objectives it sets. The Board discharges those responsibilities through an annual
programme of meetings which includes the approval of overall budgetary planning and business strategy. The Board
reviews the Company’s internal controls and risk management policies and approves its governance structure and
code of ethics.
The Board appraises and approves major financing and investment decision in excess of defined thresholds.
This includes:
• engaging at Board meetings with the Chairman, CEO and the other Directors on the financial and
operating performance of AMG and external issues material to the Company’s prospects
• evaluating progress towards the achievement of the Company’s financial and business objectives
and annual plans
• monitoring, through reports received directly or from various committees, the significant risks
facing the Company.
Board of Directors Composition
As at December 31, 2012, the Board comprised 5 non-executive directors and 2 executive directors. The names of the
directors and their qualifications are set out in the Directors’ Profile section of this report.
Advisory Board Composition
The advisory board structure is prevalent in Canada and certain European countries. In the case of the Company, the
Advisory Board consists of persons who have experience of various aspects of the music industry, and who are able to
assist the Board in its strategic objectives to acquire copyright and other licensing rights to songs, develop Caribbean
songwriting talent, and bring in royalties for the benefit of the songwriters and the Company. The members of the
advisory board are not paid employees or consultants of the company. Their names are Vivian Barclay, Bobby O’Neill,
Christine J. Prudham and Erica K. Smith.
Audit Committee Composition
The names of the members of the Audit Committee are Kristine Gibbon-Thompson (Independent Chairperson),
Neysha Sooden (Independent Member) and Derek Wilkie (Member). Brief details of the members are set out in the
Directors’ Profile section of this report.
Compensation Committee Composition
The names of the members of the Compensation Committee are Neysha Soodeen (Independent Chairperson), Gassan
Elias Azan (Independent Member) and Derek Wilkie (Member). Brief details on the members are set out in the
Directors’ Profile section of this report.
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SENIOR MANAGERS
Ivan Berry I Chief Executive Officer – CEO
Sean Mulligan I Film, Television & Advertising
Derek Wilkie I President/Director of Operations
Jennifer Beavis I Publishing, Copyright &
Royalty Administration
For more information: 16
THE LARGEST SHAREHOLDERS
NO. OF UNITS
1.
IVAN BERRY
180,000,000
2.
DEREK WILKIE
80,000,000
3.
STOCKS AND SECURITIES LTD MANAGED A/C
59,706,333
4.
STOCKS & SECURITIES (ST. LUCIA) LTD
52,030,431
5.
KRIS ASTAPHAN
20,000,000
6.
ANN-MARIE VAZ
1,000,000
7.
PHILLIP FEANNY
1,000,000
8.
GERALD DAVID MAIR
535,000
9.
DAVID MCDANIEL
511,000
10.
BRETT THWAITES
387,000
DIRECTORS
1.
IVAN BERRY
2.
DEREK WILKIE
180,000,000
80,000,000
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Index to the
Financial Statements
18 Independent Auditors’ Report - to the members
FINANCIAL STATEMENTS
20 Statement of Financial Position
21 Statement of Comprehensive Income
22 Statement of Changes in Equity
23 Statement of Cash Flows
44 Notes to the Financial Statements
ADDITONAL INFORMATION
46 Report - to the directors
47 Expenses
48 Form of Proxy
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ADDITIONAL
ITIONAL INFORMATION
I
INFORMAT
REPORT TO
O THE
TH DIRECTORS OF
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For more information: 48
FORM OF PROXY
I/We
of
being member/members of C2W Music Limited hereby appoint
of
or failing him
of
as my/our proxy vote for me/us on my/our behalf at the Annual General
Meeting of the Company to be held on June 15, 2013 and at any adjournment thereof.
Please indicate with an X in the space provided how you wish your proxy to vote on the resolution referred to. Unless
otherwise indicated, the proxy will vote as he thinks fit.
RESOLUTIONS
Resolution No. 1
FOR
AGAINST
Adopt Directors and Auditors Report,
Financial Statement
Resolution No. 2
To elect Director – Mr. Gassan Elias Azan
Resolution No. 3
To elect Director – Mr. Ivan Berry
Resolution No. 4
To elect Director – Mr. Gerald Hadeed
Resolution No. 5
To elect Director – Ms. Kristine Gibbon-Thompson
Resolution No. 6
To elect Director – Ms. Neysha Soodeen
Resolution No. 7
To elect Director – Mr. Derek Wilkie
Resolution No. 8
To elect Director – Mr. Maxime Gousse
Resolution No. 9
To appoint Auditors and to authorize the Directors to
fix the remuneration of the Auditors
Resolution No. 10
Signed this
To amend the Articles of Incorporation
day of
2013
Signature
Notes:
1. This Form of Proxy must be lodged at the Registered Office of the Company not later than forty eight (48) hours before the meeting.
2. Any alterations in this Form of Proxy should be initialed
3. In the case of joint holders, the signature of one holder will be sufficient but the vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of other joint-holders, seniority being determined by the order in which the names stand
on the register.
4. If the appointer is a Corporation, this Form of Proxy must be executed under its common seal or under the hand of an officer or attorney duly
authorized.
5. An adhesive stamp of $100.00 must be affixed to the Form of Proxy.
After filling out this Form of Proxy,
please cut it out and return it immediately.