Easter Seals Massachusetts Inc.

“Esma's practice has been to not conduct business transactions with companies in which members of the board have a conflict of interest. The organization's conflict of interest policy covers all officers, directors, trustees and key employees. Annually all officers, directors, trustees and key employees must complete a conflict of interest questionnaire to disclose potential or actual conflicts of interest that exist with the organization. The annual questionnaires are reviewed by the vp of finance and administration. If there is a situation that could be perceived as a conflict, the vp of finance and administration would provide the data to the ceo. The ceo would work with the boards governance committee to determine whether a conflict exists. Should a conflict exist, the chairman of the board would be informed and would ask the member to excuse themselves from any discussions or decisions that are made in regards to any transaction involving the said conflict.”

“The organization provides a complete copy of the form 990 to all members of the governing body before filing the form.”

“Esma's practice has been to not conduct business transactions with companies in which members of the board have a conflict of interest. The organization's conflict of interest policy covers all officers, directors, trustees and key employees. Annually all officers, directors, trustees and key employees must complete a conflict of interest questionnaire to disclose potential or actual conflicts of interest that exist with the organization. The annual questionnaires are reviewed by the cfo and administration. If there is a situation that could be perceived as a conflict, cfo would provide the data to the ceo. The ceo would work with the boards governance committee to determine whether a conflict exists, and would also verify if any other vendor could perform the services. Should a conflict exist and the organization continues with the transaction, the chairman of the board would be informed and would ask the member to recuse themselves from any discussions or decisions that are made in regards to any transaction involving the said conflict.”

“The board of directors employs the president/chief executive officer for a period which the board determines through an employment contract that is reviewed and revised on an annual basis. As necessary the executive compensation committee of the board of directors evaluates performance and reviews and approves the compensation of the president/ceo each year. Adjustments to salary, if any, are typically made effective january 1 of each year. The executive compensation committee reviews market data for ceo's of other non-profits for comparability purposes. This is done annually through a thorough compensation analysis. Data from at least two independent benchmark surveys is used during the process. These surveys provide comparative ceo compensation information for both local and regional non-profits. An analysis is performed that considers organizational size, financial complexity, and industry classification. In addition, a current-state of the market valuation is completed that evaluates prevailing hiring trends and incorporates factors such as years of experience, relevant service-industry background, and tenure within the organization. This analysis is used to determine the incumbent's salary within the competitive market range. The results of the annual compensation assessment are provided to the executive compensation committee to inform its deliberations. The committee evaluates the analysis and makes recommendations regarding any compensation actions to the full board of directors for approval. The director of human resources serves as a member of the executive compensation committee and is responsible for preparing and presenting the annual executive compensation analysis. Minutes of the compensation committee meetings are documented on a timely basis. This process was last undertaken prior to the january board of directors meeting, at which time an executive session was held to discuss the recommendations of the executive compensation committee. Esma's policy is to evaluate all jobs in order to establish a consistent basis for measuring and ranking the relative worth of each position. Esma uses a job evaluation system to classify each position by fair labor standards act criteria (exempt vs non-exempt) and determine a salary grade in accordance with job responsibilities to assure internal equity. The human resources department is responsible for developing, documenting and administering the job evaluation program. Other officers and highest paid employees are assigned a salary range that provides a spread from a minimum salary' rate to a maximum salary rate. Other officer and highest paid employees' compensation within any salary grade is based on factors such as merit, experience, individual contribution, productivity, length of service and external market factors. In addition, wage and salary surveys are conducted regularly and recommendations to adjust the salary ranges are made accordingly to help assure external competitiveness. Salaries for other officers and highest paid employees are reviewed annually with the executive compensation committee of the board. All compensation policy decisions take into consideration the organization's overall financial condition and competitive position. This process was last performed in january for the ceo's position.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“This process has not changed since the prior year.”