Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| VOLUNTARY DISCLOSURE FOR FINANCIAL INFORMATION | THE FINANCIAL INFORMATION INCLUDED IN THE FORM 990 IS PRESENTED ON A STAND-ALONE BASIS WITH ALL SIGNIFICANT INTERCOMPANY RECEIVABLE AND PAYABLE AMOUNTS ELIMINATED AND DOES NOT REPRESENT THE CONSOLIDATED RESULTS FOR FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (FINRA) AND ITS SUBSIDIARIES. THE FINANCIAL INFORMATION PRESENTED REFLECTS ESTIMATES OF OVERHEAD ALLOCATIONS. THE 2010 FORM 990 SHOULD BE READ IN CONNECTION WITH THE 2010 FINRA ANNUAL FINANCIAL REPORT WHICH IS AVAILABLE ON WWW.FINRA.ORG. SEE ALSO SEPARATE 2010 FORM 990S FOR RELATED ENTITIES, INCLUDING FINRA, FINRA REGULATION, INC., AND FINRA INVESTOR EDUCATION FOUNDATION. | |
| ORGANIZATION ACHIEVEMENTS AND PROGRAM SERVICES | FORM 990, PART III, LINE 4 | FINRA OPERATES THE LARGEST SECURITIES DISPUTE RESOLUTION FORUM FOR INVESTORS, BROKERAGE FIRMS, AND ASSOCIATED PERSONS-HANDLING OVER 99 PERCENT OF SECURITIES-RELATED ARBITRATIONS AND A SIGNIFICANT PORTION OF THE SECURITIES-RELATED MEDIATIONS IN THE UNITED STATES. FINRA DISPUTE RESOLUTION (DR) ADMINISTERS ON AVERAGE BETWEEN 5,000 AND 8,000 ARBITRATIONS AND 600 MEDIATIONS ANNUALLY THROUGH ITS NETWORK OF FOUR OFFICES IN NEW YORK, BOCA RATON, CHICAGO AND LOS ANGELES. IT CONDUCTS ARBITRATIONS AND MEDIATIONS IN 72 HEARING LOCATIONS, INCLUDING AT LEAST ONE IN ALL 50 STATES, PUERTO RICO AND LONDON. 4A) ARBITRATION / MEDIATION PROGRAM: FINRA OPERATES THE LARGEST DISPUTE RESOLUTION FORUM IN THE UNITED STATES FOR THE RESOLUTION OF DISPUTES BETWEEN INVESTORS AND SECURITIES FIRMS AND THEIR EMPLOYEES. THROUGH ITS SUBSIDIARY FINRA DISPUTE RESOLUTION, INC., FINRA FACILITATES THE EFFICIENT RESOLUTION OF MONETARY, BUSINESS, AND EMPLOYMENT DISPUTES BETWEEN INVESTORS, SECURITIES FIRMS, AND EMPLOYEES OF SECURITIES FIRMS. FINRA DISPUTE RESOLUTION, INC. OFFERS BOTH ARBITRATION AND MEDIATION SERVICES ADMINISTERED THROUGH A NETWORK OF FOUR REGIONAL OFFICES ACROSS THE UNITED STATES AND HEADQUARTERS DEPARTMENTS IN NEW YORK CITY AND WASHINGTON, D.C. FINRA DISPUTE RESOLUTION, INC. HANDLES EMPLOYMENT AND BUSINESS DISPUTES WITHIN THE INDUSTRY, AS WELL AS A VARIETY OF INVESTMENT DISPUTES INVOLVING STOCKS, BONDS, OPTIONS, MUTUAL FUNDS AND OTHER TYPES OF SECURITIES FOR INVESTORS. 4B) NEUTRAL MANAGEMENT: IN SUPPORT OF THE ARBITRATION AND MEDIATION FORUM UNDER FINRA DISPUTE RESOLUTION, INC., FINRA RECRUITS, TRAINS AND MANAGES LARGE ROSTERS OF NEUTRAL ARBITRATORS AND MEDIATORS, WITH OVER 6,300 ARBITRATORS AND ABOUT 300 MEDIATORS CAREFULLY SELECTED FROM A DIVERSE CROSS-SECTION OF PROFESSIONALS. THESE FINRA NEUTRALS ARE INDEPENDENT CONTRACTORS, NOT FINRA EMPLOYEES, AND ARE AVAILABLE TO ARBITRATE AND MEDIATE CASES IN 72 LOCATIONS AROUND THE COUNTRY AND IN LONDON AND PUERTO RICO. |
| BUSINESS AND FAMILY RELATIONSHIPS | FORM 990, PART VI, LINE 2 | THE FOLLOWING FINRA REGULATORY POLICY COMMITTEE MEMBERS ALSO SERVED TOGETHER AS MEMBERS OF THE BOARD OF NYSE REGULATION DURING 2010: JAMES F. DUFFY (ALSO INTERIM CEO OF NYSE REGULATION THROUGH JULY 2010) ELLYN L. BROWN (ALSO NYSE EURONEXT) DR. SHIRLEY ANN JACKSON (ALSO NYSE EURONEXT) RICHARD S. PECHTER JOHN W. SCHMIDLIN |
| DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERS | FORM 990, PART VI, LINE 6 | FINRA IS THE SOLE NOT-FOR-PROFIT STOCKHOLDER OF FINRA DISPUTE RESOLUTION, INC. |
| DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS | FORM 990, PART VI, LINE 7A | FINRA, THE SOLE NOT-FOR-PROFIT STOCKHOLDER, ELECTS ALL MEMBERS OF THE GOVERNING BODY. |
| CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS | FORM 990, PART VI, LINE 7B | FINRA, THE SOLE NOT FOR-PROFIT STOCKHOLDER, RETAINS THE FOLLOWING AUTHORITY AND FUNCTIONS: 1. TO EXERCISE OVERALL RESPONSIBILITY FOR ENSURING THAT THE ASSOCIATION'S STATUTORY AND SELF-REGULATORY OBLIGATIONS AND FUNCTIONS ARE FULFILLED. 2. TO DELEGATE AUTHORITY TO THE SUBSIDIARIES TO TAKE ACTIONS ON BEHALF OF THE ASSOCIATION. 3. TO ELECT THE SUBSIDIARY BOARDS OF DIRECTORS. 4. TO REVIEW THE RULEMAKING AND DISCIPLINARY DECISIONS OF THE SUBSIDIARIES. 5. TO COORDINATE ACTIONS OF THE SUBSIDIARY BOARDS AS NECESSARY. 6. TO RESOLVE ANY DISPUTES AMONG THE SUBSIDIARIES. 7. TO ADMINISTER COMMON OVERHEAD AND TECHNOLOGY OF THE SUBSIDIARIES. 8. TO ADMINISTER THE OFFICE OF INTERNAL REVIEW AS PROVIDED IN THE ASSOCIATION'S BYLAWS. 9. TO MANAGE EXTERNAL ASSOCIATION RELATIONS ON MAJOR POLICY ISSUES. 10. TO DIRECT THE SUBSIDIARIES TO TAKE ACTION NECESSARY TO EFFECTUATE THE PURPOSES AND FUNCTIONS OF THE ASSOCIATION. 11. TO TAKE ACTION AB INITIO IN AN AREA OF RESPONSIBILITY DELEGATED TO SUBSIDIARIES. |
| FORM 990 REVIEW PROCESS | FORM 990, PART VI, LINE 11 | THE FORM 990 WAS REVIEWED BY SENIOR MANAGEMENT AT VARIOUS STEPS THROUGHOUT THE PREPARATION CYCLE. THE AUDIT AND MANAGEMENT COMPENSATION COMMITTEES REVIEWED AND APPROVED THE ORGANIZATION'S 2010 FORM 990 ON SEPTEMBER 21, 2011. THE BOARD WAS PROVIDED ACCESS TO THE FINAL FORM 990 FOR REVIEW (VIA A WEBSITE FOR BOARD MEMBERS ONLY) PRIOR TO FILING. |
| ENFORCEMENT OF CONFLICT OF INTEREST POLICY | FORM 990, PART VI, LINE 12C | THE ORGANIZATION HAS WRITTEN CONFLICT OF INTEREST POLICIES FOR BOARD MEMBERS AND EMPLOYEES. THE WRITTEN CONFLICT OF INTEREST POLICY FOR BOARD MEMBERS REQUIRES INITIAL DISCLOSURE OF INTERESTS THAT COULD GIVE RISE TO CONFLICTS AS WELL AS ANNUAL DISCLOSURE BY THE SAME BOARD MEMBERS. ADDITIONALLY, THE WRITTEN POLICY CONTAINS AN ONGOING OBLIGATION OF BOARD MEMBERS TO DISCLOSE POTENTIAL CONFLICTS OF INTEREST AS THEY ARISE. EMPLOYEES ARE REQUIRED TO CERTIFY ANNUALLY AS TO THEIR COMPLIANCE WITH THE WRITTEN POLICY. THE WRITTEN POLICY CONTAINS AN ONGOING OBLIGATION FOR EMPLOYEES TO INFORM FINRA OF ALL BROKERAGE ACCOUNTS IN WHICH THEY HAVE AN INTEREST, AND TO ARRANGE FOR FINRA TO RECEIVE DUPLICATE ACCOUNT STATEMENTS. FINRA REVIEWS TRANSACTIONS IN EMPLOYEES' BROKERAGE ACCOUNTS TO ENSURE COMPLIANCE WITH FINRA'S INVESTMENT RESTRICTIONS. AMONG OTHER THINGS, THESE RESTRICTIONS PROHIBIT EMPLOYEES FROM HAVING AN INTEREST IN A BROKER-DEALER OR ENTITY THAT DERIVES 10% OR MORE OF ITS REVENUE, NET OF INTEREST EXPENSE, FROM BROKER-DEALER SUBSIDIARIES OR AFFILIATES. A LIST OF PROHIBITED COMPANIES IS POSTED ON FINRA'S CORPORATE INTRANET. FINRA'S DEPARTMENT HEADS HAVE ACCESS TO SEVERAL ONLINE REPORTS THAT HELP THEM AVOID ASSIGNING AN EMPLOYEE TO WORK ON A PROJECT THAT WOULD GIVE RISE TO A CONFLICT. FOR INSTANCE, A MANAGER CAN DETERMINE WHETHER AN EMPLOYEE'S STOCK HOLDINGS WOULD CONFLICT WITH A PROPOSED FINRA ASSIGNMENT (E.G., ASSIGNING AN EMPLOYEE TO NEGOTIATE A CONTRACT WITH A VENDOR IN WHICH THE EMPLOYEE HAS A SIGNIFICANT STOCK POSITION). EMPLOYEES ARE REGULARLY REMINDED OF THE RESOURCES THAT ARE AVAILABLE WHEN THEY ARE UNSURE WHAT TO DO. IN ADDITION TO TALKING TO DEPARTMENTAL MANAGEMENT, EMPLOYEES CAN DISCUSS CONFLICT-RELATED CONCERNS WITH FINRA'S OFFICE OF GENERAL COUNSEL OR ETHICS MANAGER. IF THEY ARE UNCOMFORTABLE DISCLOSING AN ISSUE AND DISCLOSING THEIR IDENTITY, THEY CAN USE FINRA'S 24-HOUR ETHICSPOINT HOTLINE TO POSE QUESTIONS OR REPORT CONCERNS. COMMUNICATIONS MADE THROUGH ETHICSPOINT ARE CONFIDENTIAL AND, IF THE EMPLOYEE WISHES, ANONYMOUS. FINRA'S WHISTLEBLOWER POLICY FORBIDS RETALIATION AGAINST EMPLOYEES WHO REPORT SUSPECTED MISCONDUCT IN GOOD FAITH, EVEN IF THE REPORT ULTIMATELY PROVES TO BE ERRONEOUS. |
| PROCESS TO DETERMINE COMPENSATION OF TOP OFFICIALS, OFFICERS & KEY EMP. | FORM 990, PART VI, LINES 15A AND 15B | THE MANAGEMENT COMPENSATION COMMITTEE OF THE BOARD OF GOVERNORS (THE "COMPENSATION COMMITTEE") IS RESPONSIBLE FOR SETTING PAY FOR EXECUTIVES OF FINRA AND SUBSIDIARIES WHOSE TOTAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, MAY EXCEED $1 MILLION. THE COMMITTEE IS COMPRISED OF FOUR NON-EMPLOYEE, NON-SECURITIES INDUSTRY MEMBERS OF THE BOARD OF GOVERNORS. THE COMMITTEE MET ON NOVEMBER 18, 2009, JANUARY 27, 2010, AND AGAIN ON FEBRUARY 9, 2010 TO ESTABLISH INCENTIVE COMPENSATION ATTRIBUTABLE TO THE PERFORMANCE OF SERVICES DURING CALENDAR YEAR 2009 AND TO ESTABLISH BASE SALARIES FOR CALENDAR YEAR 2010. THE COMMITTEE ENGAGED MERCER, INC. ("MERCER"), A THIRD-PARTY COMPENSATION CONSULTANT, TO PREPARE A COMPENSATION STUDY FOR REVIEW AT THESE MEETINGS. THE COMPENSATION STUDY INCLUDED THE COMPENSATION LEVELS DURING 2009 FOR ALL OF THE EXECUTIVES UNDER CONSIDERATION AS WELL AS COMPETITIVE COMPENSATION INFORMATION FOR EXECUTIVES EMPLOYED BY A MIX OF PUBLIC AND PRIVATE FINANCIAL INSTITUTIONS, INCLUDING BROKERAGE/BANKING FIRMS, SECURITIES EXCHANGES AND REGULATORS, THAT MERCER BELIEVED TO BE APPROPRIATE FOR COMPARISON PURPOSES TO FINRA. THE COMMITTEE'S MINUTES OF THE NOVEMBER 18, 2009, JANUARY 27, 2010 AND FEBRUARY 9, 2010 MEETINGS WERE REVIEWED AND APPROVED AS ACCURATE AND COMPLETE FOLLOWING THE COMMITTEE'S APPROVAL OF THE SENIOR EXECUTIVE COMPENSATION PACKAGES. THE FULL BOARD FURTHER APPROVED THE 2010 INCENTIVE COMPENSATION OF THE CEO AT ITS TELEPHONIC MEETING ON FEBRUARY 10, 2010. ALL COMPENSATION COMMITTEE MEMBERS VOTED FOR THE PROPOSED LEVEL OF EXECUTIVE COMPENSATION. |
| PUBLIC AVAILABILITY OF GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, | AND FINANCIAL STATEMENTS | FORM 990, PART VI, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND THE FINRA CONSOLIDATED AUDITED FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. |
| ESTIMATED AVERAGE HOURS PER WEEK | FORM 990, PART VII, COLUMN B - ESTIMATED AVERAGE PER WEEK | THE OFFICERS / KEY EMPLOYEES LISTED IN FORM 990, PART VII, DEVOTE AN AVERAGE TOTAL OF 60 HOURS PER WEEK TO THE FILING ORGANIZATION AND ANY OR ALL OF THE FOLLOWING RELATED ORGANIZATIONS: FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC., FINRA REGULATION, INC. AND FINRA INVESTOR EDUCATION FOUNDATION. |
| GOVERNANCE, MANAGEMENT, AND DISCLOSURE | FORM 990, PART VI, LINE 4 | FINRA DR MADE A RULE CHANGE TO AMEND THE BY-LAWS OF FINRA DISPUTE RESOLUTION, INC. TO MODIFY THE COMPOSITION OF THE FINRA DISPUTE RESOLUTION BOARD AND ADOPT CHANGES TO CONFORM THE FINRA DISPUTE RESOLUTION BY-LAWS TO THE FINRA BY-LAWS. |
| OTHER CHANGES IN NET ASSETS OR FUND BALANCES | FORM 990, PART XI, LINE 5 | OTHER CHANGES IN NET ASSETS OR FUND BALANCES PRIMARILY RELATE TO ANY OR ALL OF THE FOLLOWING; CHANGES IN NET INCOME/(LOSS), UNRECOGNIZED EMPLOYEE BENEFIT PLAN AMOUNTS AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS. FOR ADDITIONAL INFORMATION PLEASE SEE THE 2010 FINRA ANNUAL FINANCIAL REPORT WHICH IS AVAILABLE ON WWW.FINRA.ORG. |
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