Baft Inc

“A) executive committee - the board of directors delegates to the executive committee responsibility for management of the association when the board is not in session, consistent with any policies established by the board. The executive committee consists of the officers and four directors who are senior executive representatives of bank or financial institution members and one solution provider member appointed by the chair, subject to approval of the board and aba. The same notice, quorum, and voting provisions for the board shall apply to the executive committee. B) membership committee is authorized to draft membership policy (approved by the board), make interpretations on how to apply the policies, and to approve new members, in conjunction with the executive committee. C) nominating committee is authorized to execute the election of officers and directors each year. The slate of candidates nominated by members is discussed amongst the nominating committee, which recommends to the board and then ultimately to the full membership, the slate of officers and directors.”

“The membership of baft represents a broad range of internationally active financial institutions and companies that provide important services through the global financial community.”

“Regular members of baft annually elect the organization's officers and board of directors, which acts as the association's governing body. The chief executive officer also serves as a voting member of the board of directors and executive committee. Selection of the ceo is by majority vote of the board of directors with the approval vote of the aba.”

“In addition to the annual elections, the regular members vote on major corporate actions as required by the membership and amendments to the bylaws.”

“The cfo of the american bankers association serves as the appointed cfo of the baft inc. Aba's management, which includes certified public accountants, conducted several internal reviews of the completed form 990 which was prepared by an outside accounting firm.”

“Baft monitors and enforces its conflicts of interest policy by, at least annually, having each officer, member of the board of directors, and key employees attest by signature that they have read, understand, and are in compliance with the policy. On an annual basis, the board is provided a copy of the policy, offered an opportunity to discuss its requirements, and have any questions answered. Staff attends the meetings of the board in order to monitor compliance with the requirements and that the minutes of the meetings fairly represent the discussions of the board.”

“Baft has no employees. The ceo shown on part vii section a, is an employee of the related organization, the american bankers association(aba). Aba's compensation committee, comprised of board of director members, is responsible for reviewing the compensation of the baft's ceo and makes the final compensation recommendation to the board of directors, which has final approval. The process used by the compensation committee is made in conjunction with an outside independent consulting firm that conducted a comprehensive compensation study for the association. The methodology used included the following: - utilizing salary surveys, including those from mercer, watson wyatt, prm consulting, quatt associates and asae, jobs were benchmarked to comparable positions. - the outside compensation consulting firm reviewed applicable market data and the benchmarked position information and developed a market-based pay structure. - additional factors considered were position requirements, organizational impact, and job complexity. - minutes are kept of the compensation committee's deliberations and decisions regarding compensation arrangements. Aside from the ceo and the cfo, both of whom are aba employees, no other officers are compensated and no directors are compensated.”

“Baft does not make its governing documents, conflict of interest policy, or its financial statements available to the public upon request.”