Foundation of the Massachusetts Eye and Ear

“The foundation's bylaws state the following: there shall be an executive committee consisting of the chair of the board of directors, who shall chair the committee, the vice chair(s) of the board of directors, if any, the secretary, the treasurer, the president of the corporation, and two other members of the board of directors appointed annually on a rotating basis by the board of directors upon recommendation of the chair of the board of directors. The executive committee shall have the power to transact all emergency business of the corporation during the period between the meetings of the board of directors. The executive committee shall also transact such business, perform such duties, and exercise such powers as may be directed or delegated by the board of directors from time to time. The executive committee shall keep a record of its proceedings. All actions of the executive committee shall be reported to the board of directors at its next regular meeting.”

“The foundation's form 990 is prepared by pricewaterhousecoopers, llp using information prepared by management. After the form 990 is completed, it is reviewed by the manager of investments and foundation accounting of the foundation. The form 990 is then presented to the finance committee for further review and approval as authorized by the board of directors. The board of directors is also given the form 990 for review with time to submit comments and questions before final filing.”

“All employees of the foundation are leased from the infirmary and covered by the infirmary conflict of interest policy. Members of the staff are required to disclose conflicts of interest to their chief of service, department and director of laboratory/unit. Members of the board of directors are required to disclose annually, in writing, any interests that could rise to conflicts. The office of the internal legal counsel obtains and reviews the annual conflicts of interest statements submitted by members of the board of directors, and reports on the same to the audit and compliance committee of the board. With respect to interests disclosed by the board members that could give rise to conflicts of interest, the internal legal counsel reviews all transactions between such interests and affiliates of the foundation, to determine whether these transaction were conducted at arm's length.”

“Employees are leased from the infirmary. Please see the infirmary's return for compensation disclosures. The chairman of the compensation committee of the board of the massachusetts eye and ear infirmary presents a recommendation to the compensation committee who have final approval of the ceo's base salary and bonus amount. The ceo recommends executive salaries to the compensation committee of the board which has final authorization to approve it. The compensation committee meeting was held on november 18, 2015. Total compensation for the ceo, chiefs and vice presidents, including bonus payments, including comparability data, is analyzed by independent compensation consultants and is determined to be reasonable.”

“Summarized financial statements are available on the infirmary's website: www.masseyeandear.org. Audited financial statements are available upon request. The form 990 is available upon request. Governing documents and conflict of interest policy are also available upon request.”

“Compensation is for professional services and not for service as officers. The foundation leases employees from the infirmary. Please see the infirmary's return for compensation disclosures.”

“The foundation of the massachusetts eye and ear infirmary, inc. ("the foundation") is organized exclusively for the benefit of and to carry out the purpose of the massachusetts eye and ear infirmary, (the "infirmary") a tax exempt medical and surgical hospital which provides patient care, research and education in ophthalmology, otolaryngology and related specialties. The foundation raises funds, invests funds and makes grants to the infirmary.”