Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION B, LINE 11 | THE 990 WAS PREPARED BY THE OUTSIDE ACCOUNTANTS AND REVIEWED BY THE ORGANIZATION'S CPA, THE CEO, AND THE TREASURER OF THE BOARD BEFORE FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE COMPANY'S "CONFLICT OF INTEREST POLICY" IS STATED IN THE EMPLOYEE HANDBOOK. ANNUALLY, EACH EMPLOYEE SIGNS A FORM ACKNOWLEDGING THAT THEY HAVE RECEIVED, READ, AND WILL REPORT ANY SUCH CONFLICTS TO THE CEO. THE CEO TAKES APPROPRIATE CORRECTIVE ACTION, WHEN NECESSARY. UPON NOMINATION, EACH MEMBER OF THE BOARD OF DIRECTORS RECEIVES A COPY OF THE COMPANY'S "CONFLICT OF INTEREST POLICY". ANNUALLY, EACH MEMBER OF THE BOARD MUST AFFIRM COMPLIANCE WITH THIS POLICY. IN CONNECTION WITH ANY POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE TO THE GOVERNING BOARD THE EXISTENCE OF THE FINANCIAL INTEREST OF THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER EXERCISING DUE DILIGENCE, THE GOVERNING BOARD DETERMINES WHETHER A CONFLICT OF INTEREST EXISTS. IF A TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE GOVERNING BOARD OR COMMITTEE DETERMINES WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE ORGANIZATION'S BEST INTEREST. THE GOVERNING BOARD MAKES ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. ALSO, IF THE GOVERNING BOARD HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT INFORMS THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORDS THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. THE GOVERNING BOARD TAKES APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION, WHEN NECESSARY. |
| FORM 990, PART VI, SECTION B, LINE 15A | COMPENSATION OF THE ORGANIZATION'S CEO IS DETERMINED BY THE GOVERNANCE COMMITTEE, WHICH IS COMPRISED OF THE FOLLOWING BOARD MEMBERS: CHAIR, CHAIR-ELECT, CHAIR SENIOR COUNSEL, AND GENERAL COUNSEL. THE GOVERNANCE COMMITTEE MEETS AT A MINIMUM OF ONCE PER YEAR, BUT USUALLY MEETS 2-3 TIMES PER YEAR. IN 2006, THE GOVERNANCE COMMITTEE ENGAGED AN INDEPENDENT CONSULTING FIRM, KORN/FERRY INTERNATIONAL, TO CONDUCT AN EXECUTIVE SEARCH TO HIRE JIM DINEGAR, CEO. COMPARABILITY COMPENSATION DATA AND OTHER INDEPENDENT METHODS WERE USED BY KORN/FERRY TO DETERMINE THE CEO'S TOTAL COMPENSATION PACKAGE, INCLUDING BONUS AND RAISE STRUCTURE. THE GOVERNANCE COMMITTEE ESTABLISHES CEO PERFORMANCE GOALS AND THEN REVIEWS SUBSEQUENT PERFORMANCE MEASUREMENT OF THESE GOALS ANNUALLY. THE MOST RECENT SALARY/BONUS REVIEW FOR THE PRESIDENT/CEO WAS IN JUNE 2015. FOR 2009-10, A MEASUREMENT MATRIX WAS CREATED THAT ADDRESSES THE PRIORITY AREAS WHERE THE BOARD OF TRADE LEADERSHIP WANTS THE PRESIDENT AND CEO TO FOCUS HIS ATTENTION. THIS IS A WEIGHTED DOCUMENT THAT IS TO BE USED AS A TOOL BY THE GOVERNANCE COMMITTEE IN DETERMINING THE LEVEL OF ANY BONUS IN COMPLIANCE WITH THE EMPLOYMENT AGREEMENT. THIS SAME DOCUMENT WILL HELP INFORM THE GOVERNANCE COMMITTEE'S DELIBERATIONS ON ANY POSSIBLE SALARY INCREASE AS WELL. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION'S GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. |
| FORM 990, PART XI, LINE 9: | MINIMUM PENSION LIABILITY ADJUSTMENT 755,817. NET PERIODIC BENEFIT INCOME -796,046. PENSION PLAN TERMINATION 39,117. |
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