Robert a Toigo Foundation

“The Governing Board of Directors has delegated the review of the annual Tax Filing (Form 990) to the Audit Committee of the Board prior to presentation to the full board. The following are the specific processes the organization uses to review Form 990. This document is prepared by an independent CPA firm. 1. The initial review of Form 990 is performed by the Foundation's independent bookkeeper for accuracy. 2. The second review is performed by the President. 3. The third review is completed by the Audit Committee. 4. Once the draft is approved by the Audit Committee and Governing Board, the CPA is instructed to prepare a final copy of the final return, including all schedules. 5. The Form 990 is presented to the Governing Board prior to filing.”

“The Foundation has a conflict of interest policy, which outlines the process to communicate, evaluate and address any known or perceived conflict of interest in the spirit of full disclosure on any matters that may appear in question. The execution of this policy is the responsibility of the Nominating and Board Governance Committee and Executive Committee. The individual who evaluates and communicates this information to the full Governing Board is the Chair of Nominating and Board Governance Committee. Board Members and Officers are expected to use good judgment, to adhere to high ethical standards, and to conduct themselves in such a manner as to avoid any potential or actual conflict between the Board Member's or Officer's personal interests and the interests of The Robert Toigo Foundation. A conflict of interest exists when the Board Member's or Officer's loyalties or actions are divided between The Foundation's interests and the Board Member's or Officer's financial interests. Both the fact and the appearance of a conflict of interest should be avoided. A Board Member or Officer who is unsure as to whether a certain transaction, activity, or relationship constitutes a conflict of interest should discuss it with the Chair of the Board or the President for clarification. In keeping with Toigo's best practices in compliance with Sarbanes-Oxley requirements, all governing board members are required to revisit the Conflict of Interest policy on an annual basis and sign an acknowledgment form that attests or represents that members will remain in full compliance with the policy.”

“Executive Compensation The responsibility for determining the compensation or adjustments to CEO compensation is the work of the Executive Committee whose membership consists of Founder, Board Chair, and representative Chairs of the standing committees. The individuals in these roles bring management, finance, human resources and non-profit background into the discussion around annual job performance against organizational goals and comparable salaries and ranges based on scope of responsibilities and work performed. Should there be a requirement for compensation data or benefits analysis, independent compensation consultants are brought in to advise the Executive Committee in making their decisions. This committee rotates on a periodic basis as part of the normal board service rotation, which ensures continued objectivity and relevant perspective to this important governance duty. Other Key Employees The Board of Directors has delegated the responsibility for the evaluation and determination of salary for these positions to the President/CEO. The President will, however, review staff performance with the Executive Committee and will discuss plans for any adjustments, if warranted, in advance. Salary adjustments and bonuses are not guaranteed on an annual basis and, therefore, performance of the nonprofit and the individual's performance are assessed to determine if any merit adjustment is warranted. Salaries for these positions are evaluated against marketplace information, feedback from internal and external clients and revenue generated from their area of responsibility, in addition to the internal compensation structure of the organization.”

“Annual financial information is posted for public view on the Foundation's website, along with the annual report and other select compliance policies. The Foundation upholds the highest degrees of transparency and will happily provide any additional public information, upon request.”

“The process has not changed from prior year.”