Wgbh Educational Foundation

“The Form 990 was prepared by the organization's management and reviewed in detail by tax advisors from a national accounting firm. The Chief Financial Officer reviewed Form 990 prior to it being presented to the audit committee. The audit committee reviewed the form 990 and approved for submission to the Internal Revenue Service. Prior to the final form being electronically submitted to the Internal Revenue Service, a copy was provided to all members of the board of trustees.”

“The organization maintains a written conflict of interest policy which is updated and disseminated to all employees and trustees annually. The Chief Compliance Officer of the organization requires that each key employee, officer and trustee complete a conflict of interest disclosure form annually and reviews them. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the interest and be given the opportunity to disclose all material facts describing the nature of the affiliation, and indicating whether he or she has or may have a conflict of interest involving any financial transaction of WGBH. In the event there is a change in the information submitted in the disclosure statement, the person submitting it is to promptly submit written notification of the change. At the conclusion of the fiscal year prior to the submission of the Form 990, a governing body member is required to disclose any conflicts of interest that may have existed during the prior fiscal year using the provided questionnaire. All transactions disclosed by trustees or officers as related-party transactions shall be reviewed by the audit committee of the board of trustees, provided that only those members of the committee who have no involvement with any related-party transactions involved the Foundation ("Independent Trustees") shall participate in such review. In the case of a transaction that is covered, the audit committee shall determine whether, all factors considered, the transaction is fair and reasonable to, and is in the best interest of the Foundation. Approval of a related-party transaction shall require a majority vote of the Independent Trustees at a meeting at which there is a quorum determined solely with regard to Independent Trustees.”

“The organization's compensation committee of the board of trustees is an independent committee, the members of which each year verify that they do not have any conflicts of interest with respect to the compensation paid to the Chief Executive Officer and top management employees. This committee reviewed the Chief Executive Officer's annual goals and performance, and determined the Chief Executive Officer's compensation package. The committee also reviewed and approved the compensation package for all executive leaders that was prepared by the CEO and COO. The committee utilized third party data to benchmark comparable compensation packages for the CEO and other key executive roles in functionally comparable positions and similar sized organizations. The compensation review is an annual process and is documented each year in the compensation committee minutes, in which the deliberation and decisions regarding the compensation arrangements for the CEO and the executive leadership team are recorded. The compensation committee reports on its meetings and actions to the full board of trustees or the executive committee of the board.”

“See explanation for Form 990, Part VI, Line 15a above.”

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

“Question: Written policy or procedure on joint venture participationThe organization consults with legal counsel while evaluating its participation in new joint venture agreements to ensure the organization does not engage in activities that could jeopardize its tax-exempt status. Recently, the organization has formulated a written policy and this question would be answered yes going forward.In March 2015, the Foundation entered into a joint venture with Sony Electronics Inc. through its Professional Solutions of America Division ("Sony"). The Foundation's agreement provides for the creation of Content Distribution Services ("CDS") which utilizes Network Operations Centers ('NOC") to provide an automated workflow to enable program content to flow from Sony's Ci Cloud to others, without operator intervention. The agreement provides that Sony will share in expenses and revenue at 60% and the Foundation at 40%.”

“WGBH's CEO & President, Jonathan Abbott and CFO, Vinay Mehra are both board members for the Public Media Distribution Company. During this filing's time period, WGBH provided rental space and administrative support services to the Public Media Distribution Services.”

“As the organization and its subsidiaries meet the GAAP requirements for consolidation, the organization received consolidated audited financial statements for the year for which it is completing the return. An independent auditing firm conducted the audit of the financial statements. The audited financial statements were prepared in accordance with GAAP.”

“Information on Tax Exempt Bonds (Sch K)Issuance Costs from proceedsMassachusetts Development Finance AgencyCost of Issuance...........................$ 1,359,014.Underwriter Discount....................... 650,308.Credit enhancement......................... 4,540,215.Swap termination fee....................... 6,187,400. ______________ 12,736.937. ==============”