American Gas Association

“The american gas association's (the association) bylaws, under article vii, section 2, provide that the board of directors may appoint and remove an executive committee consisting of not less than seven members of the board; provided, however, that membership of such committee shall be approved by a majority of the whole board. The executive committee shall have and may exercise all the powers of the board of directors during intervals between meetings of the board, except any power specifically denied such committee by the board of directors or by law.”

“The american gas association has six classes of members under article iii of its bylaws, but only one class of members has the rights noted in the form 990 instructions. U.s. Energy utility members include united states gas distribution utilities and their corporate parents. Each u.s. Energy utility member's accredited delegate is entitled to one vote at annual meetings and special meetings of this association. Only members in this class are entitled to vote in such meetings.”

“The american gas association (the association) is a membership organization and u.s. Energy utility members nominate and elect members of the board of directors (the association's principal governing body) at the association's annual meeting.”

“The american gas association's (the association) internal process for review of tax forms is extensive. Due to the complexity of the return, the association has hired its outside accounting firm to prepare the form 990. The association's controller accumulates the data and furnishes it to the outside accounting firm who drafts the form 990. A draft of the form 990 is then reviewed by the association's officers including the president & ceo, chief financial officer, controller, general counsel and vp, talent operations. The controller accumulates all comments and provides them to the outside accounting firm to be incorporated in the final draft of the form 990. The final draft is provided to the audit committee. The controller reviews the form 990 with the audit committee along with the accounting firm partner who is available for any questions on the return. The audit committee chair reports on this review to the board of directors. The form 990 is provided to the board of directors before it is filed.”

“All employees and board members have a duty to report any actual or potential conflicts in accordance with the conflict of interest policy. Each individual is required to sign a copy of the conflict of interest statement and report any holdings or security transactions that could constitute a conflict at the time of hire. The vice president, talent operations reviews the statement and forwards to the office of general counsel if necessary. Employees and board members must disclose annually in writing any or potential conflict of interest to the president/ceo or general counsel and deputy general counsel. The president/ceo will determine whether or not a conflict exists and the appropriate actions to be taken. Covered persons will receive written notice of the decision and will be given an opportunity to respond. If a conflict exists, the employee or board member will not be involved in the transaction. Any actual or potential conflicts of the president/ceo must be disclosed to the board audit committee. The committee will address such disclosures.”

“Ceo: the president & ceo's compensation is first discussed by the board compensation committee with an independent consulting firm specializing in non-profit organizations to determine the board compensation committee's recommendation to the board of directors. Comparability data, such as compensation of similarly situated executives at similarly situated organizations, is utilized when developing the compensation recommendations. The chairman of the board then presents the recommendations and reasons for the president & ceo compensation adjustment, if any. The president & ceo's compensation is then approved by vote of the full board. Contemporaneous substantiation of the deliberations, decisions, and board of directors action is maintained in the talent operations files and minutes of the compensation committee and board of directors meetings. This process last took place in february 2024. Other officers or key employees: the american gas association (the association) utilizes a multifaceted approach to determine compensation not only for its president & ceo, but for its officers and employees. This includes utilizing comparability data, establishing written position descriptions, salary ranges for positions, setting position goals, providing written performance evaluations, measurement of performance, quarterly, semi-annual or annual goal review, and contemporaneous substantiations of the process. The association's current compensation policy dated november 30, 2011, describes the process in more detail. The association also retains an independent compensation consulting firm to advise the board compensation committee, officers, and association leadership. Compensation adjustments usually are recommended by supervisors and approved by managers, directors and/or officers. Adjustments must also be approved by the vice president, talent operations. Officer and vice president individual salary adjustments are recommended to the board compensation committee by the president & ceo and must be approved by the board compensation committee after review and then reported to the board of directors. This process last took place in december 2023.”

“The organization's governing documents and conflict of interest policy are available on american gas association's website (www.aga.org) under "about us." the audited financial statemens are available by request under "contact us" on the website or by mail.”

“Other defined benefit and postretirement benefit changes 392,352.”

“The oversight and selection process has not changed from the prior tax year.”