HR People & Strategy Inc

“Hrps has a service agreement and affiliation agreement with the society for human resource management (shrm) whereby for an administrative fee paid to shrm by hrps, shrm provides management and administrative support services for hrps. Shrm services consist of those typically provided by a cfo, including in pertinent part: preparation of monthly financial statements, oversight of the annual audit, tax return preparation, investment assistance, and advice and counsel on finances. In addition, hrps adheres to shrm administrative and financial processes and policies (e.g., purchasing, document retention, and contract approval). Under these agreements, the hrps budget is prepared in consultation with shrm.”

“Hrps amended its bylaws on november 7, 2017 for changes to the qualifications for individual membership and the title, authority, and duties of board of director officers.”

“Hrps is a member based organization with two classes of members, individual members and a special membership section. Each individual member, including the individual members designated by organizational members, shall be entitled to one vote. Organizational members shall not otherwise be entitled to a vote. The special membership section will consist of current society for human resource board of directors and will be ex officio voting members of the organization. Individual hrps members have the right to approve significant board decisions where required by new york law (for example, mergers, dissolution, etc.). Each member of the special membership section will have one vote in matters voted on by individual members. Directors are elected by the organization's board of directors, provided that selection/appointment of non-ex officio directors shall not be effective unless and until approved in writing by majority vote of all members of the special membership section.”

“See part vi, section a, line 6 response.”

“See part vi, section a, line 6 response.”

“The federal form 990 is reviewed by the accounting staff, controller, and cfo of the society for human resource management (shrm), and the executive director and treasurer of hrps. Such reviews take place upon receipt of the draft federal form 990 prepared by the independent public accounting firm that conducts the financial statement audit of the organization. The review involves a check of all narrative information for accuracy and completeness and a comparison of financial data with the audited financial statements and the books and records of the organization. All members of the board of directors receive a complete copy of the federal form 990 before filing with the internal revenue service.”

“The board conflict of interest policy provides the following procedures for addressing potential conflicts of interest that may require board or committee action, such as: 1) the interested person must disclose all facts material to the conflict of interest and such disclosure must be reflected in the minutes of the meeting where such matter is being reviewed; 2) the interested person is prohibited from participating in discussions about the matter except to disclose material facts and respond to questions; 3) such person shall not attempt to exert his or her personal influence with respect to the matter either at or outside of the meeting; 4) such person may not be present to hear the board or committee discussions on the matter; 5) such interested person is precluded from voting on the matter and such person's presence may not be counted in determining the presence of a quorum for purposes of the vote at the meeting; 6) such person may not be present during the vote unless the vote is by secret ballot; and 7) such person's ineligibility to vote should be reflected in the minutes. In situations where a director has a potential conflict of interest with respect to a transaction that is not the subject of board action, the policy requires the director to disclose the matter to the governance committee. The interested director shall refrain from taking any action which would affect the participation of hrps in such a contract or transaction. The shrm employee code of conduct applies to all hprs employees; and all hrps employees receive a copy of the code of conduct and return an acknowledgement to the shrm hr department that they understand and will comply with the code of conduct. Section iv(k) of the code of conduct sets forth the conflict of interest rules applicable to all employees. It is hrps' intent to avoid impropriety in all of its decisions and actions. The code of conduct requires employees to avoid transactions, activities and relationships which place personal interest in conflict with hrps; not to use hrps assets or their position at hprs for personal use or gain; and not to accept gifts from vendors unless within the specified gift guidelines. Employees are informed that actual or potential conflicts of interest may go beyond dealings with members, customers, vendors or suppliers. Conflicts may also involve dealings with managers, subordinates or other staff members. If a conflict or potential conflict arises, employees under the policy may consult with their supervisor, their department head, svp or human resources. At minimum, if an employee or his/her immediate family member has an interest in a vendor the employee is required to disclose such conflict of interest to their executive director (or svp if they are an executive director) and the employee must not be involved in the selection, management or oversight of such vendor. Generally, all contracts over $10,000 are required to be reviewed by the general counsel's office and to be presented to general counsel under a completed contract routing form. The contract routing form requires the individual who initiates the contract to comment on personal relationships or friendships with the vendor.”

“Compensation for the executive director was approved by shrm's chief human resources officer in consultation with the hrps board chair and shrm's svp of membership, marketing, and external affairs, who oversees hrps. Relevant comparability data from an independent consultant was used. Compensation amounts are directly linked to individual performance. The executive director's compensation is reviewed every two to three years on an as needed basis.”

“The bylaws are available on hrps' website. Other governing documents and financial statements are available to the public upon request.”

“Per the form 990 instructions, reported compensation is for the 2017 calendar year.”

“Note that other reportable compensation for h. Jackson includes $5,724,505 of supplemental executive retirement plan payments earned in prior years and reported as deferred compensation by shrm, a related organization, on prior 990 forms.”

“Pension-related charges other than net periodic pension cost -328,407.”