New England Public Radio Foundationinc

“WGBH Educational Foundation is sole corporate member.”

“The organization's sole corporate member may appoint one director and may at its discretion, remove such director. Any election of a director shall be by a two-thirds (2/3) vote of the Board of Directors present at a meeting in which a quorum is present, subject to prior review by the sole member.”

“The organization's sole member has certain reserved rights, including but not limited; to the right to amend the articles and bylaws of the organization; approve the annual operation and capital budgets; approve the organization undertaking a significant financial obligation not in the ordinary course of its business; approve the organization commencing a significant new line of business or activity; approve replacement of the organization's chief executive officer; approve incurring debt or contractual obligations on behalf of the organization.”

“The Finance Committee of the Board of Directors reviewed the Form 990, as authorized by the Board, before it was filed.”

“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 NEPM. 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 annually certify that they have complied with the provisions of the policy. 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 involving the company ("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 company. 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. The committee utilized third party data and surveyed the trustees using a questionnaire to benchmark comparable compensation packages for the 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 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.”

“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 top management employees. The committee utilized third party data and surveyed the trustees using a questionnaire to benchmark comparable compensation packages for the 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 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.”

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

“CEO & Top ManagementFor the organization's newly recruited CEO, the Board Chair and Search Committee Chair reviewed the compensation packages for the previous President, as well as other members of the NEPM senior leadership team. In addition, external consultants conducted a national comparison of salaries of organizations of similar size and budget, including those within public media. The Board also considered the compensation paid to executive peers within the GBH Educational Foundation, the final candidate's existing compensation, cost of living comparisons, and the evolving dynamics of a highly competitive talent market to arrive at their final package.”

“WGBH Net Asset Transfer = $898326”

“The Board of directors is responsible for oversight of the audit of the organization's financial statements and the selection of an independent accountant. These oversight processes have not changed during the tax year.”

“The reclass shown in other expenses in the Statement of Functional Expenses reflects contra expense items reported on Form 990, Part VIII. (A) (B) (C) (D) Program Management Total Services & General Fundraising ---------- ----------- ----------- -------------Event Expense -79,289. -79,289.Bad Debt Expense 115,787. -2,200. -4,699. 122,686. ---------- ------------ ----------- ------------- Total $ 36,498. $ -2,200. $ -4,699. $ 43,397. ========== ============ =========== =============”