Ethics & Compliance Officer Association

“For nominations of directors, invidividual members were added. The individual member's candidacy cannot result in more than two individual members serving on the board at the same time. In the event that a board member either (i) becomes unemployed or (ii) becomes employed by a company that is not an organizational member and does not wish to join at an organizational member level or higher, a sitting director may remain on the board as an individual member until the end of his or her current term, even if the board already includes two individual members. A director will not be permitted to stand for reelection if they remain unemployed or if their company is not at the organizational member level or higher unless permitted to do so by a majority vote of the board of directors (excluding the director in question). The board representation on affiliated entities was changed. The ethics & compliance certification institute was eliminated since that organization dissolved at the end of 2018 with formal dissolution in 2019.”

“The association has senior fellows members, fellows members, organizational members and individual members. Each level pays a different annual membership fees and has access to events, resources and tools to enable them to more effectively build and sustain high-quality ethics & compliance programs. Benefits vary by level.”

“The association has senior fellows members, fellows members, organizational members and individual members. Each level pays a different annual membership fee and has access to events, resources and tools to enable them to more effectively build and sustain high-quality ethics & compliance programs. Benefits vary by level.”

“Organizational members, fellows and senior fellows shall have one vote on all matters that may be presented to the members of the association. Each is also provided the opportunity to nominate individuals to the eca board of directors”

“In 2020, the form 990 was provided to the audit and finance committee for their review and opportunity to discuss with the tax firm. Once that is completed, every member of the board was provided with a copy of the 990 and acknowledged receipt.”

“Eca directors must openly disclose an actual, potential, or perceived conflicts of interest to the eci ethics officer as soon as they arise and before the eca board or its committees make any decisions that involve a potential conflict. The ethics officer shall inform the chair of the nominating and governance committee of any conflicts that have been disclosed and work with the chair and the interested person on a proposed resolution. The ethics officer and chair of the nominating and governance committee shall put forward to the full committee: any matter that may result in the disqualification, resignation or removal of a director; any matter that involves non-routine policy interpretations; or any matter with a proposed outcome that would constitute an amendment or waiver to this policy. If the matter is presented to the nominating and governance committee ("n&g committee") for resolution, the interested person will be given the opportunity to discuss the matter with the committee. Following that discussion, the interested person shall leave the meeting to allow the n&c committee to deliberate. The n&g committee members shall decide by a majority vote if a conflict of interest exists and what mitigation actions, if any, are required to be taken. The minutes of a meeting in which a potential conflict of interest is disclosed and discussed shall reflect, if true, that a disclosure was made and that the interested person abstained from voting. If the eca nominating and governance committee determines that an eca director has failed to disclose an actual, potential or perceived conflict of interest, it shall take appropriate disciplinary and corrective action.”

“Part vi, section b line 15a the ethics resource center, an unrelated organization, is the employer of all staff of the eca, including the chief executive officer. Compensation for all employees is determined by the erc.”

“The federal forms 990 and 1023, governing documents, conflict of interest policy and audited financial statements are made available to the public upon request.”

“The process has not changed from the prior year.”