Solomon R Guggenheim Foundation

“Form 990, Part VI, Section A, Line 1a - In 2016, the Foundation's by-laws provided 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 provided and continue to provide that the Executive Committee shall fix the salaries of the Director and any officers that receive compensation. The by-laws further provided and continue to 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, 2016, there were 10 Trustee-members of the Executive Committee. There are no members of the Executive Committee who are not Trustees. In 2017, as a result of changes in New York State law, the Foundation amended its by-laws to impose additional limits on the Executive Committee's powers. As a result of this amendment, the by-laws now 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 to elect or remove Trustees or officers elected by the Trustees, (2) the power to fill vacancies which may occur in the Board of Trustees or in any committee, (3) the fixing of compensation of Trustees for serving on the Board of Trustees or any committee, (4) the amendment or repeal of the by-laws or the adoption of new by-laws, (5) the amendment or repeal of any resolution of the Board of Trustees which by its terms shall not be so amendable or repealable, (6) the approval of a merger or plan of dissolution, (7) the authorization of the sale, lease, exchange or other disposition of all or substantially all of the assets of the Foundation, and (8) the approval of amendments to the Charter of the Foundation.”

“Peter Lawson-Johnston, Wendy L-J. McNeil and Peter Lawson-Johnston II, family and business relationships; Mark Walter, Todd Boehly, Peter Lawson-Johnston, Wendy L-J McNeil and Peter Lawson-Johnston II, business relationships; 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 Peter Lawson-Johnston, 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 Controller, 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 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. Prospective Trustees are also required to disclose any potential conflicts. The Audit Committee of the Board of Trustees 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 Foundation. 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. All new hires are presented with 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 it. In addition, regular meetings are held to review the Code of Ethics with current staff. The Director, the Senior Deputy Director and Chief Operating Officer, and the Deputy Director, General Counsel and Assistant Secretary must disclose to the Audit Committee any transaction or relationship that may give rise to a conflict of interest.”

“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 members of the executive staff of the Foundation. The "executive staff" of the Foundation includes all officers who receive compensation, all key employees and some of the highest compensated 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 2016 to determine the compensation of the Director of the Museum and Foundation; the Deputy Director; the Senior Deputy Director and Chief Operating Officer; the Deputy Director, General Counsel and Assistant Secretary; the Deputy Director, Advancement; the Deputy Director, Global Communications; and the Director of the Peggy Guggenheim Collection.”

“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 venture or similar arrangement" in the instructions to this question, the Foundation answered this question "yes" in recognition of the fact that it is a party to a contract with a taxable entity which funds certain mission-related exempt-purpose activities.”

“The Foundation's governing documents, Conflict of Interest Policy for Trustees and Officers, Code of Ethics and Forms 1023 and 990-T are available upon written request or a request made in person. The Foundation's Form 990 and Audited Financials are available on the Foundation's website.”

“The reportable compensation from the Foundation disclosed, reflect housing allowance, tax indemnification and gross-up payment of $86,734 for the Deputy Director and Chief Officer for Global Strategies.”

“(1) Foreign currency translation; (2) Net change in post-retirement benefit obligation”