The Children'S Aid Society

“The executive committee's principal role is to act for the board when the board itself is unable to act. This committee shall also nominate the chair of the governance & nominating committee and make recommendations to the board as to executive compensation of the president and chief executive officer. The executive committee shall consist of all officers of the board, the chair of the governance & nominating committee, and three (3) to five (5) other trustees ("at large members"). The executive committee shall be chaired by the chair of the board. The executive committee shall have and may exercise all of the powers of the board between regular or special meetings of the board; except that the executive committee shall not have the power to: i. Appoint or enter into a contractual agreement regarding a newly appointed president and chief executive officer without approval by a majority of the board; ii. Fill any vacancies on the board or any committee; iii. Amend, repeal or adopt bylaws; iv. Amend or repeal any resolution of the board of trustees which is not by its terms so amendable or repealable; v. Make decisions regarding the purchase, leasing or other disposition of real estate, if such purchase, lease or disposition involves all or substantially all of the corporation's assets; vi. Make decisions regarding the fixing of compensation, if any, of trustees; vii. Elect or remove officers or trustees; viii. Approve a merger, acquisition, or plan of dissolution; or ix. Approve amendments to the certificate of incorporation. In addition, the executive committee shall (or shall appoint an appropriately composed working group of non-interested trustees to) be responsible for: ratifying the compensation of the chief financial officer upon the recommendation of the president and ceo; recommending policies and procedures for determining executive compensation for the president and chief executive officer and for succession planning; retaining compensation consultants; conducting due diligence regarding executive compensation for the president and chief executive officer; and annually making recommendations as to executive compensation for the president and chief executive officer to the board. The president and chief executive officer may not be present at nor participate in deliberations or votes regarding his or her compensation. Form 990, part vi, section a, line 8a: the discussions and actions that occur during board and board committee meetings are documented contemporaneously and the official minutes of those meetings are approved at the next regular board or board committee meeting where quorum is present.”

“The form 990 was prepared by a nationally recognized accounting firm in conjunction with the organization's management. A copy of the draft form 990 was presented to the audit and risk management committee for discussion and comment. Once approved a copy is then circulated to the full board. Each board member is provided opportunity to comment on the information contained in the form 990 prior to its filing with the internal revenue service.”

“The children's aid conflict of interest policy applies to trustees, officers, employees, and any other person who was in a position to exercise substantial influence over the affairs of children's aid during the prior five years. On an annual basis, conflict of interest questionnaires are distributed to trustees, officers, and key employees. Potential conflicts of interest involving trustees, officers, and key employees are reported to the audit and risk management committee of the board of trustees. The audit and risk management committee determines whether a conflict of interest exists and evaluates conflict of interest transactions. The audit and risk management committee also reviews existing conflicts of interest on an annual basis. An individual involved, directly or indirectly, in an actual or potential conflict of interest transaction may not participate in any discussion of the relevant transaction. The children's aid practice is to direct any trustees to recuse from reviewing, advising on or voting on any matters in which they might have such an interest.”

“The executive committee of the board of trustees reviews on a periodic basis the recommendations of the executive compensation working group for the remuneration of the children's aid president and ceo. The review is based on ceo compensation and benefits benchmarking data from schedule j, part ii of the irs 990 of children's aid and peer organizations. Organizations used for the benchmarking analysis are functionally comparable nonprofits, located in new york city or the greater nyc metro area, with similar budget size, and in a similar or the same sub-sector. The executive committee presents its recommendation on the ceo compensation package for approval by the board of trustees at the december board meeting. The executive committee ratifies the remuneration of the chief financial officer based on cfo compensation and benefits benchmarking data from the irs 990s of peer organizations. Every few years, an outside advisor conducts a compensation benchmarking study for the ceo and senior leadership. The last compensation survey was conducted in november of 2021.”

“Children's aid society makes its form 990, annual financial statements, annual report and mission statement available on its website at www.childrensaidnyc.org. The society's organizing documents and conflict of interest policy are available upon request and at management's discretion.”

“Pension-related activity 5,066,026. Change in value of split-interest agreements -145,182.”