Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| FORM 990, PART VI, SECTION A, LINE 1 | API'S EXECUTIVE COMMITTEE CONSISTS OF 12 MEMBERS OF THE BOARD. MEMBERS INCLUDE THE API CHAIRMAN OF THE BOARD AND THE CHAIR OF THE FINANCE COMMITTEE, WITH REPRESENTATION OF THE TOP SIX (6) DUES-PAYING MEMBERS, AND THE REMAINING FOUR (4) MEMBERS CHOSEN PRINCIPALLY FROM THE LARGEST DUES-PAYING MEMBERS, INCLUDING AS MANY AS TWO (2) INDEPENDENT PETROLEUM PRODUCERS. THE EXECUTIVE COMMITTEE HAS THE AUTHORITY TO EXERCISE ALL OF THE POWERS OF THE BOARD OF DIRECTORS IN THE ABSENCE OF ACTION BY THE BOARD, EXCEPT TO AMEND THE BYLAWS OR AS OTHERWISE LIMITED BY LAW. ITS RESPONSIBILITIES INCLUDE LONG-RANGE PLANNING, PROGRAM AND BUDGET DEVELOPMENT, OVERSIGHT, AND ADMINISTRATION. | |
| FORM 990, PART VI, SECTION A, LINE 2 | BUSINESS RELATIONSHIP: CAZALOT, CLARENCE P.; TILLERSON, REX W.; NICHOLS, J. LARRY; GERARD, JACK N.; DURBIN, MARTIN J. FAMILY RELATIONSHIP: HUNT, RAY L.; HUNT, W. HERBERT | |
| FORM 990, PART VI, SECTION A, LINE 4 | IN OCTOBER 2010, API'S BOARD OF DIRECTORS APPROVED A RESOLUTION TO MODIFY THE BYLAWS EFFECTIVE JANUARY 1, 2011 TO ACCOMPLISH THE FOLLOWING GOVERANCE CHANGES: (1) ELIMINATE THE ANNUAL REQUIREMENT TO REPLACE ONE-HALF (1/2) OF THE BOARD; (2) ALLOW SENIOR STAFF EXECUTIVES AUTHORIZED BY THE PRESIDENT TO SIGN, IN THE NAME OF THE INSTITUTE, CONTRACTS AUTHORIZED BY THE BOARD OF THE EXECUTIVE COMMITTEE; AND (3) CREATE TWO ADDITIONAL SEATS ON THE EXECUTIVE COMMITTEE TO BE FILLED BY THE BOARD WHEN CONSIDERED NECESSARY AND APPROPRIATE. CLARIFY THAT UNLESS RENOMINATED BY THE BOARD TO REMAIN ON THE EXECUTIVE COMMITTEE, THE SIX AT-LARGE MEMBERS AND THE GENERAL MEMBERSHIP COMMITTEE MEMBER MAY BE LIMITED TO TWO (2) CONSECUTIVE TERMS OF ONE (1) YEAR EACH. | |
| FORM 990, PART VI, SECTION A, LINE 6 | API IS A TRADE ASSOCIATION WITH MEMBERSHIP DRAWN FROM THE OIL AND NATURAL GAS INDUSTRY. AS DESCRIBED BELOW, API'S MEMBERS PARTICIPATE IN THE ELECTION OF THE BOARD. REGULAR ELECTED BOARD MEMBERS HAVE FULL VOTING RIGHTS. API'S PRESIDENT IS AN EX OFFICIO VOTING MEMBER OF THE BOARD. OTHER EX OFFICIO MEMBERS DO NOT HAVE VOTING RIGHTS. HONORARY DIRECTORS HAVE NO VOTING RIGHTS. | |
| FORM 990, PART VI, SECTION A, LINE 7A | THE BOARD MEMBERS ARE ELECTED BY THE BOARD OF DIRECTORS AT THE ANNUAL MEETING. EACH DIRECTOR SHALL HOLD OFFICE FOR A TWO YEAR TERM OR UNTIL THE DIRECTOR HAS CEASED TO HAVE A SUBSTANTIAL FULLTIME CONNECTION WITH THE MEMBER COMPANY THE DIRECTOR SERVED WHEN ELECTED. | |
| FORM 990, PART VI, SECTION B, LINE 11 | API'S FORM 990 WAS PREPARED BY API STAFF AND REVIEWED BY ITS EXTERNAL ACCOUNTING FIRM. PRIOR TO FILING, THE FORM 990 WAS INCLUDED WITH THE MATERIALS FOR THE FINANCE COMMITTEE'S ANNUAL MEETING IN OCTOBER 2011, AND REVIEWED DURING THE MEETING. A COPY OF THE FORM 990 WAS PROVIDED TO THE EXECUTIVE COMMITTEE PRIOR TO FILING. | |
| FORM 990, PART VI, SECTION B, LINE 12C | API'S STANDARDS OF CONDUCT POLICY INCLUDES PROVISIONS RELATED TO AVOIDING ANY ACT THAT MAY RESULT IN A CONFLICT OF INTEREST. ON AN ANNUAL BASIS, ALL EMPLOYEES ARE ASKED TO CONFIRM THEIR COMPLIANCE WITH THE STANDARDS OF CONDUCT POLICY. ANY EMPLOYEE WHO IS AWARE OF A VIOLATION OF THIS POLICY MUST TAKE APPROPRIATE ACTION SO THAT THE VIOLATION IS PROMPTLY ADDRESSED. THIS MAY INCLUDE REPORTING A VIOLATION TO AN EXECUTIVE STAFF MEMBER OR TO AN EXTERNALLY-OPERATED ETHICS HOTLINE. ALL REPORTS ARE ASSIGNED TO AN APPROPRIATE EXECUTIVE STAFF MEMBER FOR INVESTIGATION AND RESOLUTION AND A REPORT OF ALL INCIDENTS ARE PROVIDED TO THE FINANCE COMMITTEE EACH YEAR. THE BOARD OF DIRECTORS ADOPTED A CONFLICT OF INTEREST POLICY IN 2008 THAT REQUIRES FULL DISCLOSURE OF ALL ACTUAL AND POTENTIAL CONFLICTS. THE DISINTERESTED MEMBERS OF THE API EXECUTIVE COMMITTEE SHALL MAKE A DETERMINATION AS TO WHETHER A CONFLICT EXISTS AND WHAT SUBSEQUENT ACTION IS APPROPRIATE (IF ANY). A COPY OF THE POLICY IS PROVIDED TO ALL BOARD MEMBERS WHO ARE REQUESTED TO COMPLETE AND SIGN AN ACKNOWLEDGMENT AND DISCLOSURE FORM. | |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION FOR API'S PRESIDENT & CEO, OTHER OFFICERS, AND KEY EMPLOYEES ARE REVIEWED AND APPROVED BY THE EXECUTIVE COMMITTEE ON AN ANNUAL BASIS, BASED ON PERFORMANCE REVIEWS, EXTERNAL COMPARABLE DATA OBTAINED FROM CONSULTANTS, AND OTHER RELEVANT INFORMATION. THE PRESIDENT & CEO'S COMPENSATION IS BASED ON A WRITTEN CONTRACT APPROVED BY THE EXECUTIVE COMMITTEE. A REVIEW WAS CONDUCTED IN 2010. | |
| FORM 990, PART VI, SECTION C, LINE 19 | NO DOCUMENTS AVAILABLE TO THE PUBLIC. | |
| FORM 990, PART VI, LINE 10B | EXPLANATION OF STATE COUNCILS API OPERATES STATE PETROLEUM COUNCILS LOCATED IN VARIOUS STATE CAPITALS. THESE ARE NOT SEPARATE LEGAL ENTITIES BUT OPERATE AS BRANCH OFFICES OF API UNDER LOCAL TRADE NAMES. THERE ARE ALSO SEVERAL UNRELATED LOCAL CHAPTERS THAT EXIST THAT MAY USE THE API NAME, BUT THEY ARE SEPARATE LEGAL ENTITIES FROM API. | |
| CHANGES IN NET ASSETS OR FUND BALANCES: | FORM 990, PART XI, LINE 5: | NET UNREALIZED LOSSES ON INVESTMENTS: -67,552. PENSION-RELATED CHANGES OTHER THAN NET PERIODIC PENSION COSTS 2,844,557. TOTAL TO FORM 990, PART XI, LINE 5: 2,777,005. |
| FORM 990, PART XII, LINE 2C: | THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. |
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