Boston Symphony Orchestra Inc.

“Trustee Stephan Kay serves on the Board of the Dana-Farber Cancer Institute. The Dana-Farber Cancer Institute employs another trustee, Dr. Robert J. Mayer, MD.”

“The bylaws were revised, effective January 22, 2020. The main goals of the revision included: 1) The Trustees Board Chair-Elect, in any, shall be an ex-officio, non-voting member of the Executive Committee; and 2) Increasing the number of the voting members to the Executive Committee.”

“The Form 990 is prepared by BSO management and reviewed by a paid preparer. The complete 990 is then reviewed by the Audit, Risk, and Compliance Committee of the Board of Trustees. The Audit, Risk, and Compliance Committee reviews each section and schedule of the 990, focusing on key changes and substantive disclosures. Subsequent to this review, a copy of the final draft 990, which is the version to be filed with the IRS, is placed in a password-protected website for all members of the Board of Trustees to review in advance of their next board meeting. All members of the Board of Trustees receive an email notifying them that Form 990 is available for review on the site. The final 990 is signed by the Chief Financial Officer and the paid preparer.”

“The Boston Symphony Orchestra has a Conflict of Interest Policy that encompasses all employees and board members. The policy requires that Trustees, Officers, Advisors, Ex-Officio board members, members of a committee with board-delegated powers, senior staff members or any other person with substantial influence over the BSO disclose the existence of any potential or actual conflicts of interest to the Board or to the Executive Committee. The Board or Executive Committee then discusses and votes to determine whether an actual conflict of interest exists. If a conflict exists, the Board or Executive Committee evaluates the particular transaction or arrangement to determine the most reasonable course of action. The individual who disclosed the conflict must leave the Board or Executive Committee meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. Additionally, the policy also requires any staff member that has information about a possible conflict, to report the matter, promptly, to his or her supervisor, the Director of Human Resources, or the Chief Financial Officer. The Director of Human Resources and the Chief Financial Officer will review the circumstances of the possible conflict with other, appropriate, management to make the determination about the most reasonable course of action. A breach of the conflict of interest policy is grounds for disciplinary action, up to and including termination. Additionally, on an annual basis, all Trustees, Officers, Advisors, Ex-Officio Board members, members of a committee with board delegated powers, senior staff members or any person with substantial influence over the BSO is provided with a copy of the policy and must sign a statement affirming that they have received, read, and understand the policy; they must also affirm that they agree to comply with the policy. As part of this Annual Notice of Policy, each individual is required to disclose any potential or actual conflicts of interest in writing. All responses indicating a potential or actual conflict are subject to review by the Board or Executive Committee as described above.”

“The BSO has a designated Compensation Committee, comprised of trustees of the BSO, which sets the process for determining and approving compensation for officers and key employees. The Compensation Committee's process includes: (a) development and consideration of comparability data to provide the bases for the Committee's decisions and (b) consideration of (i) applicable accounting and disclosure rules, (ii) emerging trends in corporate governance, and (iii) standards and guidelines promulgated by the Division of Public Charities of the Massachusetts Office of the Attorney General (collectively, the "Compensation Process"). Deliberations of the Compensation Committee in connection with the Compensation Process are contemporaneously documented. When evaluating officers and key employees, the Compensation Committee carefully considers the following factors: (i) duties and responsibilities, (ii) background and experience, (iii) dedication, commitment and work schedule, (iv) leadership, management, and professional skills, (v) overall performance and standing, (vi) BSO's salary scale of employees generally, and (vii) the BSO's annual budget. The Compensation Committee's most recent review of officer and key employee compensation occurred in 2020.”

“The Boston Symphony Orchestra's audited financial statements, conflict of interest policy and other governing documents are available upon request.”

“Compensation reported is based on the calendar year 2019 amounts.”

“Compensation reported is based on calendar year 2019 results.”

“Volunteers comprise the 153 members of the Boston Symphony Association of volunteers (BSAV), who provide a variety of services both at Symphony Hall and Tanglewood; 44 voting trustees and 224 non-voting members of the governing body.”

“Comprises of $6,461,525 of artistic and other concert related fees.”

“Other changes in net assets or fund balances of ($3,509,736) comprise of the change in value of split interest of (716,613) and retirement plan-related charges and other than net periodic benefit costs of ($2,793,123).”