New Hampshire Charitable Foundation

“As proposed by the Governance Committee and approved by the Board of Directors, the following changes to the Foundation's bylaws were made during the year: Article III: Board of Directors Section 3: Change to 30 days from 45 days the length of time required between when a slate of candidates is presented to the electors and when the newly elected Board member takes their seat on the Board. Article IV: Board Committees Section 3.A: Strike language related to membership and elections at Annual Meeting. Add language clarifying that the Executive committee serves as the compensation committee and makes recommendations on the President's compensation to the Board of Directors. Section 3.B: Strike language regarding fiscal policy committee. In keeping with best practices in board governance, this change will implement the recommendations of a board work group on finance and investments (which included directors, as well as members of the fiscal policy and investment committees) by shifting oversight of budget and finances back to the Board of Directors. Regional Advisors will continue to be informed about the Foundations finances at regular intervals and consulted on an as needed basis on special projects or initiatives. Section 3.E: Strike language regarding Governance committee role in compensation (language moved to Executive Committee) and simplify the nominating process by combining the language on Governance and Nominating committees and streamlining the role of the regional chairs in the process. The new standing committee will be called the Governance and Nominating committee. Section 3.F: Strikes language on standalone nominating committee. (See above) Article V: Board Officers Section 2.A: Clarify that the Chairperson is a non-voting member of all standing committees unless otherwise specified by the bylaws. Article VI: Foundation Officers Section 2.A: Clarify that the President is a non-voting member of all standing committees. Section 4: Clarify that the Executive Committee serves as the compensation committee and is responsible for making a recommendation on compensation for the President to the Board of Directors. Article VII: Regional Advisory Boards Section 2: Clarify that the slate of new regional advisors should be presented to the Board of Directors by no later than November of each year. Section 3: Add language regarding regional advisors who have been elected to serve as Chairs being permitted to serve in the role for one additional year following their expiring term. Article VIII: Council Section 1.2.3.4: Strike language regarding Foundation Council. The Foundation Council was originally created to engage the Foundation's various stakeholders to advance our mission of stronger communities and greater giving. Because the Foundation has focused on increasing engagement through other avenues, the Council has become obsolete. The Governance Committee proposes to strike this language as no longer relevant. There are currently only two dozen members of the Foundation Council. Those who remain in state have been engaged through the regional advisory board system, the Board of Directors and other various stakeholder groups.”

“The Foundation has electors who elect the members of the governing body. Electors include members of the governing body and regional advisors.”

“The following decision of the governing body is subject to approval by the electors: changes to the by-laws.”

“A copy of the Form 990 is provided to and reviewed by the audit committee. After review and finalization, a copy is provided to each board member prior to filing the final form.”

“All Board Members and staff receive the written conflict of interest policy which clearly defines what constitutes a conflict. Each person is asked to document and sign a statement recording his or her personal conflicts. These forms are updated annually. In addition, during grant making discussions, those who have a conflict with the organization being discussed are asked to remind others of their conflicts. Those with a declared conflict are not eligible to discuss or vote on grant making for those organizations with which they have a conflict.”

“The process for determining compensation for the Foundation's President includes an annual review by the Board of the President's performance. The Executive Committee of the Board reviews comparability data including survey information provided by an independent compensation consultant. The Committee presents a recommendation to the Board. The Board discusses the President's performance as well as the compensation recommendation. After deliberation, there is a board vote. The Chair of the Board prepares contemporaneous documentation of the discussion and vote. The members of the Board as well as the Executive Committee are independent. The process for determining compensation for senior management of the Foundation includes an annual performance review by the President. The President reviews comparability data including survey information provided by an independent compensation consultant and makes compensation decisions within the compensation program and structure as approved by the Board. The President prepares contemporaneous documentation of the discussion.”

“The Foundation's Form 990 and audited financial statements are available to the public on the Foundation's website. They are also available upon request. The by-laws and conflict of interest policy are available to the public upon request.”

“New Hampshire Charitable Foundation invests in several commingled funds and limited partnerships. Most of these funds and partnerships report income net of fees and the Foundation follows the same practice. As a result, some of the fees paid to investment managers are reflected as a reduction of investment income and not shown on Part IX, Line 11f.”

“Deferred Compensation Accrual: The Foundation adopted a 457(b) deferred compensation plan during 2010 covering the Chief Executive Officer. Three Vice Presidents were added to the plan during 2015. The purpose of the plan is to provide supplemental retirement income and the retention of key employees by offering benefits comparable with similar organizations. The Board of Directors approved annual contributions of $29,000 and $12,000 for 2015 and 2014, respectively. Each contribution is expensed when made. The total cost of the plan charged to operations amounted to $29,000 and $12,000 in 2015 and 2014, respectively. At December 31, 2015 and 2014, $103,918 and $74,287, respectively, was accrued for this obligation.”

“Change in Value of Split Interest Agreements -389,533.”

“The audit committee oversees the audit of the financial statements and selects an independent auditor. The process has not changed from the prior year.”