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 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 DISPUTE RESOLUTION, INC., FINRA REGULATION, INC., AND FINRA INVESTOR EDUCATION FOUNDATION. | |
| DESCRIPTION OF PROGRAM SERVICES | FORM 990, PART III, LINE 4 | FINRA AND ITS RELATED ENTITIES TOUCH VIRTUALLY EVERY ASPECT OF THE SECURITIES BUSINESS - FROM REGISTERING AND EDUCATING INDUSTRY PARTICIPANTS TO EXAMINING SECURITIES FIRMS; WRITING RULES; ENFORCING THOSE RULES AND THE FEDERAL SECURITIES LAWS; INFORMING AND EDUCATING THE INVESTING PUBLIC; PROVIDING TRADE REPORTING AND OTHER INDUSTRY UTILITIES; AND ADMINISTERING THE LARGEST DISPUTE RESOLUTION FORUM FOR INVESTORS AND REGISTERED FIRMS. |
| BUSINESS AND FAMILY RELATIONSHIPS | FORM 990, PART VI, LINE 2 | BOARD MEMBERS RICHARD F. BRUECKNER AND DUNCAN F. WILLIAMS HAD A BUSINESS RELATIONSHIP DURING 2010. MR. BRUECKNER IS CHAIRMAN (& CEO THROUGH OCTOBER 2010) OF PERSHING LLC, WHICH PERFORMS CLEARING SERVICES FOR DUNCAN-WILLIAMS, INC. FOR WHICH MR. WILLIAMS SERVES AS PRESIDENT. BOARD MEMBER RICHARD F. BRUECKNER HAD A BUSINESS RELATIONSHIP DURING 2010 WITH JOHN J. BRENNAN AND MARK S. CASADY. MR. BRUECKNER IS CHAIRMAN (& CEO THROUGH OCTOBER 2010) OF PERSHING LLC, WHICH PERFORMS CLEARING SERVICES FOR BROKER-DEALERS WITHIN LPL FINANCIAL, OF WHICH MR. BRENNAN IS A BOARD MEMBER AND MR. CASADY IS CHAIRMAN AND CEO. BOARD MEMBERS WILLIAM H. HEYMAN AND RICHARD F. BRUECKNER HAD A BUSINESS RELATIONSHIP DURING 2010. MR. BRUECKNER IS A MEMBER OF THE EXECUTIVE COMMITTEE OF BNY MELLON, WHICH IS A MEMBER OF THE TRAVELERS' BANK LENDING SYNDICATE AND PROVIDES CUSTODIAL SERVICES TO THE TRAVELERS COMPANIES. MR. HEYMAN IS VICE CHAIRMAN AND CHIEF INVESTMENT OFFICER OF THE TRAVELERS COMPANIES, WHICH ALSO DOES BUSINESS WITH THE FIXED INCOME DEALER DESK OF BNY MELLON. BOARD MEMBERS WILLIAM H. HEYMAN AND SETH H. WAUGH HAD A BUSINESS RELATIONSHIP DURING 2010. MR. WAUGH IS CEO OF DEUTSCHE BANK AMERICAS, WHICH IS A MEMBER OF THE TRAVELERS' BANK LENDING SYNDICATE. MR. HEYMAN IS VICE CHAIRMAN AND CHIEF INVESTMENT OFFICER OF THE TRAVELERS COMPANIES, WHICH ALSO DOES BUSINESS WITH THE FIXED INCOME DEALER DESK OF DEUTSCHE BANK. BOARD MEMBERS RICHARD F. BRUECKNER AND SETH W. WAUGH HAD A BUSINESS RELATIONSHIP IN 2010. MR. BRUECKNER IS CHAIRMAN (& CEO THROUGH OCTOBER 2010) OF PERSHING LLC, WHICH PERFORMS CLEARING SERVICES FOR DEUTSCHE BANK AMERICAS, FOR WHICH MR. WAUGH SERVES AS CEO. BOARD MEMBERS RICHARD F. BRUECKNER AND W. DENNIS FERGUSON HAD A BUSINESS RELATIONSHIP IN 2010. MR. BRUECKNER IS CHAIRMAN (& CEO THROUGH OCTOBER 2010) OF PERSHING LLC, WHICH DOES BUSINESS WITH STERNE AGEE CLEARING, FOR WHICH MR. FERGUSON SERVES AS PRESIDENT. BOARD MEMBERS RICHARD F. BRUECKNER AND JAMES D. WEDDLE HAD A BUSINESS RELATIONSHIP DURING 2010. MR. BRUECKNER IS A MEMBER OF THE EXECUTIVE COMMITTEE OF BNY MELLON, WHICH PROVIDES CUSTODIAL SERVICES FOR EDWARD JONES, OF WHICH MR. WEDDLE IS THE MANAGING PARTNER. JOHN J. BRENNAN AND MARK S. CASADY HAD A BUSINESS RELATIONSHIP DURING 2010 AS MR. CASADY IS CHAIRMAN AND CEO OF LPL FINANCIAL AND MR. BRENNAN SERVES AS A BOARD MEMBER. JOHN J. BRENNAN AND ELLYN L. BROWN HAD A BUSINESS RELATIONSHIP DURING 2010 AS THEY SERVE TOGETHER AS TRUSTEES OF THE FINANCIAL ACCOUNTING FOUNDATION. STEPHEN LUPARELLO AND GARY H. STERN HAD A BUSINESS RELATIONSHIP DURING 2010 AS THEY SERVE TOGETHER ON THE BOARD OF DEPOSITORY TRUST CLEARING CORPORATION. THE FOLLOWING BOARD MEMBERS ALSO SERVED TOGETHER AS MEMBERS OF THE BOARD OF NYSE REGULATION, INC. DURING 2010: JAMES F. DUFFY (ALSO INTERIM CEO OF NYSE REGULATION, INC. THROUGH JULY 2010) ELLYN L. BROWN (ALSO NYSE EURONEXT) DR. SHIRLEY ANN JACKSON (ALSO NYSE EURONEXT) RICHARD S. PECHTER JOHN W. SCHMIDLIN KURT P. STOCKER |
| DESCRIPTION OF CLASSES OF MEMBERS OR STOCKHOLDERS | FORM 990, PART VI, LINE 6 | FINRA IS ORGANIZED AS A NONSTOCK, NOT-FOR-PROFIT, MEMBERSHIP CORPORATION. NO REVENUES OR EARNINGS MAY BE USED FOR THE BENEFIT OF ANY INDIVIDUAL OR MEMBER. ANY REGISTERED BROKER, DEALER, MUNICIPAL SECURITIES BROKER OR DEALER, OR GOVERNMENT SECURITIES BROKER OR DEALER IS ELIGIBLE FOR MEMBERSHIP IN THE CORPORATION, EXCEPT FOR THOSE WHO FAIL OR CEASE TO SATISFY THE CORPORATION'S QUALIFICATION REQUIREMENTS, OR BECOMES DISQUALIFIED, OR FAILS TO FILE CERTAIN FORMS AS THE CORPORATION PRESCRIBES. THE MEMBERS OF THE CORPORATION GENERALLY HAVE NO VOTING RIGHTS, OTHER THAN TO VOTE ON (1) AMENDMENTS TO THE BY-LAWS OF THE CORPORATION, (2) BUSINESS RAISED DURING THE ANNUAL OR SPECIAL MEETINGS OF MEMBERS, (3) THE ELECTION OF THE SMALL FIRM, MID-SIZED FIRM AND LARGE FIRM GOVERNORS, OR (4) OTHERWISE PROVIDED BY THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE OR FINRA'S RESTATED CERTIFICATE OF INCORPORATION. SMALL FIRM MEMBERS (ANY BROKER OR DEALER ADMITTED TO MEMBERSHIP IN THE CORPORATION WHICH, AT THE TIME OF DETERMINATION, HAS AT LEAST 1 AND NO MORE THAN 150 REGISTERED PERSONS) ARE ENTITLED TO VOTE FOR THE ELECTION OF THE THREE SMALL FIRM GOVERNORS, MID-SIZE FIRM MEMBERS (AT LEAST 151 AND NO MORE THAN 499 REGISTERED PERSONS) ARE ENTITLED TO VOTE FOR THE ELECTION OF THE SINGLE MID-SIZE FIRM GOVERNOR, AND LARGE FIRM MEMBERS (500 OR MORE REGISTERED PERSONS) ARE ENTITLED TO VOTE FOR THE ELECTION OF THE THREE LARGE FIRM GOVERNORS. |
| DESCRIPTION OF CLASSES OF PERSONS AND THE NATURE OF THEIR RIGHTS | FORM 990, PART VI, LINE 7A | SMALL FIRM MEMBERS ARE ENTITLED TO VOTE FOR THE ELECTION OF SMALL FIRM GOVERNORS, MID-SIZE FIRM MEMBERS ARE ENTITLED TO VOTE FOR THE ELECTION OF MID-SIZE FIRM GOVERNORS, LARGE FIRM MEMBERS ARE ENTITLED TO VOTE FOR THE ELECTION OF LARGE FIRM GOVERNORS, IN ACCORDANCE WITH THE PROCEDURES FOR SUCH A VOTE AS PROVIDED IN THE CORPORATION'S BY-LAWS. |
| CLASSES OF PERSONS, DECISIONS REQUIRING APPROVAL & TYPE OF VOTING RIGHTS | FORM 990, PART VI, LINE 7B | THE CORPORATION'S MEMBERS ARE ENTITLED TO VOTE ON ANY AMENDMENT TO THE BY-LAWS OF THE CORPORATION, IN ACCORDANCE WITH THE PROCEDURES FOR SUCH A VOTE AS PROVIDED IN THE CORPORATION'S BY-LAWS. |
| PROCESS USED TO REVIEW FORM 990 | 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 2009 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. |
| AVAILABILITY OF THE ORGANIZATION'S 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: FINRA REGULATION, INC., FINRA DISPUTE RESOLUTION, INC. AND FINRA INVESTOR EDUCATION FOUNDATION. |
| 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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