Woods Hole Oceanographic Institution

“FORM 990, PART I, LINE 1 AND PART III, LINE 1 THE WOODS HOLE OCEANOGRAPHIC INSTITUTION IS DEDICATED TO RESEARCH AND EDUCATION TO ADVANCE UNDERSTANDING OF THE OCEAN AND ITS INTERACTION WITH THE EARTH SYSTEM, AND TO COMMUNICATING THIS UNDERSTANDING FOR THE BENEFIT OF SOCIETY. INVESTMENT INCOME FORM 990, PART I, LINE 10 AND PART VIII, LINE 3 AS OF DECEMBER 31, 2016 THE INSTITUTION ADOPTED ASU 2015-02 CONSOLIDATIONS: AMENDMENTS TO THE CONSOLIDATION ANALYSIS, WHICH DISCUSSES THE CONSOLIDATION OF LIMITED PARTNERSHIPS AND SIMILAR ENTITIES. AS A RESULT THE INSTITUTION WAS NO LONGER REQUIRED TO CONSOLIDATE ITS INVESTMENT IN WHOI INVESTMENT HOLDINGS LP, (WIH). THE IMPACT (AS IT RELATES SPECIFICALLY TO THE REPORTING OF INVESTMENT INCOME) WAS TO NO LONGER SEPARATELY REPORT PURCHASES, SALES AND REALIZED GAINS OF THE UNDERLYING INVESTMENTS OF THE WHOI LEGACY PORTFOLIO HELD BY WIH WITHIN THE WHOI FINANCIAL STATEMENTS, BUT TO ALLOW THOSE TRANSACTIONS TO BE REPORTED AT THE LP LEVEL WITH ONLY THE NET IMPACT TO FAIR VALUE (APPRECIATION) BEING RECORDED IN WHOI'S FINANCIAL STATEMENTS. DELEGATION OF BOARD AUTHORITY FORM 990, PART VI, LINE 1A THE BOARD OF TRUSTEES DELEGATES BROAD AUTHORITY TO ACT IN ITS STEAD TO AN EXECUTIVE COMMITTEE. PER THE BYLAWS, THE COMPOSITION AND SCOPE OF AUTHORITY OF THE EXECUTIVE COMMITTEE ARE AS FOLLOWS: THE EXECUTIVE COMMITTEE SHALL BE COMPOSED OF THE CHAIRMAN OF THE BOARD OF TRUSTEES; VICE CHAIRMAN OF THE BOARD OF TRUSTEES; CHAIRMAN OF THE CORPORATION; THE PRESIDENT AND DIRECTOR; THE TREASURER; THE CHAIRS OF THE BUSINESS DEVELOPMENT AND TECHNOLOGY TRANSFER COMMITTEE, COMPENSATION COMMITTEE, COMMITTEE ON THE BOARD, DEVELOPMENT COMMITTEE, INVESTMENT COMMITTEE, RESEARCH AND EDUCATION COMMITTEE; AND OTHER TRUSTEES AND LIFE TRUSTEES, FOR A TOTAL COMMITTEE MEMBERSHIP OF NOT MORE THAN FIFTEEN. THE CHAIRMAN OF THE BOARD OF TRUSTEES SHALL SERVE AS THE CHAIR OF THE EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE, SO FAR AS MAY BE PERMITTED BY LAW, ALL OF THE POWERS OF THE BOARD DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD OF TRUSTEES EXCEPT SUCH POWERS OR DUTIES AS MAY HAVE BEEN SPECIFICALLY DELEGATED BY THE BOARD TO OTHER COMMITTEES OR OFFICERS, AND SHALL HAVE POWER TO AUTHORIZE THE SEAL OF THE CORPORATION TO BE AFFIXED TO ALL PAPERS WHICH MAY REQUIRE IT, AND SUCH OTHER POWERS AS THE BOARD MAY DELEGATE TO IT. THE EXECUTIVE COMMITTEE MAY HOLD MEETINGS AND MAKE RULES FOR THE CONDUCT OF ITS BUSINESS AS IT SHALL FROM TIME TO TIME DEEM NECESSARY OR ADVISABLE. THE PRESENCE OF AT LEAST FIVE MEMBERS OF THE EXECUTIVE COMMITTEE WHO ARE TRUSTEES SHALL CONSTITUTE A QUORUM AND MAY TAKE ACTION BY MAJORITY VOTE OF SUCH QUORUM. ALL ACTIONS OF THE EXECUTIVE COMMITTEE SHALL BE REPORTED TO THE BOARD IN WRITING OR AT THE NEXT MEETING OF THE BOARD. CONSISTENT WITH THE PROVISIONS OF THE MASSACHUSETTS GENERAL LAWS, THE EXECUTIVE COMMITTEE SHALL NOT HAVE THE AUTHORITY TO: (I) CHANGE THE PRINCIPAL OFFICE OF THE CORPORATION; (II) AMEND THE BYLAWS; (III) ELECT THE STATUTORY OFFICERS OF THE CORPORATION INCLUDING THE PRESIDENT AND DIRECTOR, TREASURER, AND CLERK, OR FILL VACANCIES IN SUCH OFFICES; (IV) CHANGE THE NUMBER OF THE BOARD OF TRUSTEES OR FILL VACANCIES IN THE BOARD OF TRUSTEES; OR (V) REMOVE OFFICERS OR TRUSTEES FROM OFFICE. MEMBERS OR STOCKHOLDERS FORM 990, PART VI, LINES 6, 7A & 7B The WHOI Bylaws provide that the organization shall consist of a Board of Directors and separate corporate members. The bylaws further provide that there shall be not more than one hundred twenty elected members of the corporation at any one time. The Members of the Corporation are responsible to assure that the Corporation accomplishes its mission in the public interest. The Members shall have and exercise all rights and powers conferred upon members, generally, pursuant to Chapter 180 of the Massachusetts General Laws and such other powers and rights as are vested in them pursuant to the Articles of Organization of the Corporation or th”

“Form 990, part vi, line 11b woods hole oceanographic institution's (whoi) form 990 is prepared with the assistance of its outside tax accountants. Following whoi's internal management's review, a draft version of the return is distributed to the audit and risk committee for review and comments. Once the return has been updated with internal management and the audit and risk committee's comments, each voting member of the governing body, the president & director and chief financial officer, will receive copies of form 990 for review. The auditors/tax consultants will then finalize the form 990. Copies of completed form 990 will be distributed in electronic or paper form to members of the governing body prior to filing with the irs. A designee of the chief financial officer will be responsible for maintaining a current distribution list and distributing the copies.”

“Form 990, part vi, line 12c each trustee, officer, and key employee of woods hole oceanographic institution ("whoi") is required to disclose on an ongoing basis, in writing, on whoi's disclosure statement, (a) any financial or business relationships that he or she, or any family member, has with whoi or any affiliated organization or with organizations that do business with whoi or any affiliated organization, (b) any elected or appointed office or position that he or she, or any family member, holds in a branch of government or in a regulatory agency having authority or jurisdiction over whoi, or (c) other personal, familial, financial, or business relationships that otherwise could be construed to affect the independent, unbiased judgment of such trustee or officer in light of his or her decision-making authority or responsibilities for whoi. The disclosure statements are filed with whoi's clerk and the clerk will prepare a report annually or more frequently as necessary for the trustees and officers summarizing any conflict issues. The audit committee reviews the disclosure reports and any conflicts or potential conflicts are brought to the executive committee's attention. The executive committee will determine whether a conflict exists based on whoi's conflict of interest policy. If a conflict of interest is determined, the executive commitee will exercise its judgment on the best course to follow.”

“Form 990, part vi, line 15 the annual compensation approval process consists of a review by the organization's independent compensation committee, using comparable, relevant market data for the institution's positions obtained from published surveys, and other available sources such as peer organizations' 990 forms. Other surveys of specialized skill sets or employee attributes critical to the success of the institution will also be incorporated as needed. Moreover, the committee may rely on members of whoi management and outside advisors, consultants, and counsel to provide market data reports, analysis, and opinions with respect to compensation-related matters. All compensation decisions made are documented in the minutes.”

“Form 990, part vi, line 18 the form 990 is made available on the organization's website, upon request, and on guidestar.org. Form 990, part vi, line 19 the woods hole oceanographic institution makes its governing documents, conflict of interest policy, and financial statements available to the public through its website.”

“FORM 990, PART XI, LINE 9 VEBA RELATED EXPENSES $3,870,038 Return on Investment for Retiree & Active Med. 864,581 NET PERIODIC BENEFIT COST (5,281,306) Change in SPLIT INTEREST AGREEMENTS 206,830 Change IN Net Assets (270,000) PENSION RELATED CHANGES OTHER THAN COST (9,266,440) ============ TOTAL $(9,876,297)”