American Petroleum Institute

“There shall be an executive committee composed of up to fifteen (15) but no less than twelve (12) members of the board, including the api chairman of the board and the chair of the finance committee, who shall be elected annually. The president serves as an ex officio voting member. The chairman of the board shall serve as chairman of the executive committee. Any vacancy shall be filled by the executive committee until the next meeting of the board. Representatives of the top six (6) dues payers shall always be members of the executive committee, with the remaining seven (7) members chosen from the remaining dues payers. One (1) member of the executive committee shall represent the api general membership committee. Unless renominated by the board of directors to remain on the executive committee, the seven (7) at-large members and the general membership committee member may be limited to two (2) consecutive terms of one (1) year each. The executive committee has the authority to exercise all the powers of the board of directors in the absence of action by the board, except to amend the bylaws or as otherwise limited by law. Its responsibilities include long-range planning, strategic issues, program and budget development, oversight, and administration.”

“Api is a trade association with membership drawn from the oil and natural gas industry. Membership is at a company (partnership, company, or corporation) level.”

“The board members are elected by the board of directors at the annual meeting, from within the membership.”

“The form 990 was prepared by api's external accounting firm with information provided by api staff. Prior to filing, the form 990 was included with the materials for the finance committee's meeting in september 2024 and reviewed during the meeting. A copy of the form 990 was provided to the executive committee prior to filing.”

“Api's standards of conduct policy includes provisions related to avoiding any act that may result in a conflict of interest. On an annual basis, all employees are asked to confirm their compliance with the standards of conduct policy. Any employee who is aware of a violation of this policy must take appropriate action so that the violation is promptly addressed. This may include reporting a violation to an executive staff member or to an externally operated ethics hotline. All reports are assigned to an appropriate executive staff member for investigation and resolution and a report of all incidents is provided to the finance committee regularly. The board of directors adopted a conflict-of-interest policy in 2008 that requires full disclosure of all actual and potential conflicts. The disinterested members of the api executive committee shall decide as to whether a conflict exists and what subsequent action is appropriate (if any). A copy of the policy is provided annually to all board members who are requested to complete and sign an acknowledgment and disclosure form.”

“Compensation for api's president & ceo, other officers, and key employees is reviewed and approved by the executive committee, based on performance reviews, external comparable data obtained from consultants, and other relevant information. The president & ceo's compensation is based on a written contract approved by the executive committee. A review was last conducted in 2023 for the president & ceo, other officers, and key employees.”

“The governing documents, conflict of interest policy, and financial statements are not made available for public inspection.”

“Employment agency fees 844,874. Retirement plan fees 247,538. Other consulting fees 7,301,397. Advocacy consultant fees 8,027,794. Gis auditor services 22,298,409.”

“Other pension and post-retirement benefit changes 3,805,586. Net periodic benefit (cost) 193,363.”