National Retail Federation Inc

“Nrf is a membership based trade association.”

“Nrf's governing body is elected by its membership.”

“Nrf's governing body nominates its officers, which are then subject to the approval of the membership.”

“Nrf's finance committee is a standing committee of the board of directors and is responsible for the financial and accounting matters of the federation. As such, the finance committee has primary board responsibility for the review of the nrf's operating budget and audited financial statements in its board authorized role. The finance committee also reviews the form 990 with nrf's management. A complete copy of the 2024 form 990 was shared with the finance committee prior to its filing. The final return was signed by nrf's tax advisor, rsm us llp and nrf's cfo and was filed on a timely basis.”

“Nrf periodically reviews its business ethics & employee conduct policy with staff. Member meetings, committee meetings and all board meetings are opened with either a written distribution of the nrf antitrust guidelines or a general reference to the fact that nrf does have such guidelines and those attending are requested to adhere to them. Nrf's governing body also attests annually to its conflict of interest policy. In the event a conflict is determined, the board member with the conflict is asked to recuse him or herself from voting on the matter under discussion.”

“Nrf's compensation committee, which is comprised of members of the governing body, establishes the compensation for the ceo. In setting the compensation the group considers performance to goals as well as comparability data. There is contemporaneous substantiation of the committee's deliberations. Part vi, section b, line 15b: nrf's president and ceo establishes the compensation of the other officers of the organization. In setting the compensation, the president and ceo considers performance to goals as well as comparability data. These decisions are reviewed with the compensation committee annually and there is contemporaneous substantiation of the compensation decisions.”

“Nrf's financial information is made available through the public disclosure of its form 990. Nrf's articles of incorporation are on file with the state of new york and additional governance information is contained in the form 990. Nrf's conflict of interest policies are available upon request.”

“OCI-PENSION 635,735.”

“The audit oversight process has remained unchanged from prior years.”