Solomon R Guggenheim Foundation

“The Foundation's by-laws provide that the Executive Committee may exercise all of the powers of the Board during the intervals between meetings of the Board of Trustees, except (1) the power of removing Trustees or officers elected by the Trustees, and (2) the power to fill vacancies which may occur in the Executive Committee. The by-laws also provide that the Executive Committee shall fix the salaries of the Director and any officers that receive compensation. The by-laws further provide that the Executive Committee shall be composed of at least seven and not more than sixteen Trustees including the Chairman, President and Honorary Chairman to the extent such positions are filled. On December 31, 2013, there were 12 Trustee-members of the Executive Committee. There are no non-Trustee members of the Executive Committee.”

“Peter Lawson-Johnston, Peter Lawson-Johnston II and Wendy L-J. McNeil, family and business relationships. Mark Walter, Todd Boehly, Peter Lawson-Johnston, Peter Lawson-Johnston II and Wendy L-J McNeil, business relationship. Robert Baker and Elliot Jaffe, business relationship. Robert Baker and William Mack, business relationship. William Mack and Stephen Ross, business relationship. Howard Lutnick has business relationships with David Ganek, Mark Walter, Stephen Ross, Peter Lawson-Johnston II and Todd Boehly.”

“The Foundation's Form 990 is prepared with the cooperation of its Finance and Legal departments. It is then reviewed by the Chief Financial Officer, Deputy Director, General Counsel and Assistant Secretary and Senior Deputy Director and Chief Operating Officer. The draft of Form 990 is then distributed to the Audit and Executive Committee members for review. A meeting is held with the Audit and Executive Committees for further review and approval. The Form 990 is then distributed to the Board of Trustees prior to filing.”

“Pursuant to the Conflict of Interest Policy for the Trustees and Officers, Trustees and Officers disclose annually in writing any potential or actual conflicts, and are required to disclose any conflicts that arise during the year. The Governance and Nominating Committee reviews the disclosures together with the Deputy Director, General Counsel and Assistant Secretary. Pursuant to the Code of Ethics, employees complete an annual certification in which they must disclose any transactions or relationships that may give rise to a potential or actual conflict of interest with the organization. In addition, employees considering entering into any such transaction or relationship must obtain approval in advance from either the employee's supervisor or the Ethics Committee, in accordance with the Code of Ethics. The Director of the organization, who is both an officer and an employee, must disclose any transaction or relationship that may give rise to a conflict of interest to the Governance and Nominating Committee of the Board of Trustees. The Deputy Director, General Counsel and Assistant Secretary and Human Resources department review employee disclosures. All new hires are presented with a hard copy of the Code of Ethics, which is also available electronically on the Foundation's intranet. Highlights of the policy are discussed during new hire orientation and examples are given. All new employees are asked to sign a statement attesting to the fact that they have been given a copy of the Code of Ethics, that it has been explained to them, and that they are responsible for adhering to all provisions in the policy document. In addition, semi-annual meetings are held to review the Code of Ethics with current staff. The Foundation amended its Conflict of Interest Policy in May 2014 and shifted the conflict review function from the Governance and Nominating Committee to the Audit Committee. Also in May 2014, the Foundation amended its Code of Ethics to require disclosure of conflicts of interest to the Audit Committee not only by the Director, but also by the Senior Deputy Director and Chief Operating Officer and the Deputy Director, General Counsel and Assistant Secretary.”

“The charter for the Compensation Committee of the Board of Trustees describes the process the Committee uses for determining the compensation of the Director and other executive staff of the Foundation. The "executive staff" of the Foundation includes all officers and key employees of the Foundation. That process includes: (i) review and approval by the Compensation Committee; (ii) the use of comparative data; and (iii) contemporaneous substantiation of the deliberations and decisions, reflected in the minutes of the Compensation Committee. The Compensation Committee consists entirely of Trustees who are not employees. The Committee used this process in 2013 to establish compensation changes for the Director of the Museum and Foundation; the Director of the Peggy Guggenheim Collection; the Senior Deputy Director and Chief Operating Officer; the Deputy Director, General Counsel and Assistant Secretary; the Deputy Director and Chief of Global Communications; the Deputy Director and Chief Curator; Deputy Director, Advancement; Deputy Director, Corporate and Institutional Development.”

“The Foundation did not invest in, contribute assets to, or otherwise participate in any joint ventures with taxable entities in the tax year, nor did it invest in, contribute assets to or otherwise participate in any arrangement it believes is similar to a joint venture with a taxable entity. However, given the broad definition of "joint ventures or similar arrangement" in the instructions to this question, the Foundation answered this question "yes" in recognition of the fact that it has entered into contractual relationships with taxable entities which fund mission-related exempt-purpose activities.”

“The Foundation's governing documents, conflict of interest policy for trustees, Code of Ethics, and financial statements are available upon a written request or a request made in person.”

“Included in reportable compensation from the organization for Juan Ignacio Vidarte, Deputy Director and Chief Officer for Global Strategies, is a housing allowance of $31,046 and $43,376 of tax indemnification and gross-up payment.”

“(1) Foreign currency translation $142,343; (2) Net change in post-retirement benefit obligation $47,285”