The Water Research Foundation

“Material Differences in Voting Rights THERE ARE TWENTY-SIX MEMBERS OF THE BOARD OF TRUSTEES, PLUS THE SECRETARY (CHIEF EXECUTIVE OFFICER OF WRF). THE PRESIDENTS OF AWWA, AMWA AND NAWC, OR THEIR DESIGNEES, ARE NON-VOTING MEMBERS; HOWEVER THEY PARTICIPATE IN ALL DISCUSSIONS AT THE BOARD MEETINGS. THE EMERITUS TRUSTEE IS ALSO NON-VOTING AND SERVES IN AN ADVISORY ROLE. THE SECRETARY ALSO DOES NOT HAVE VOTING PRIVILEGES. THE BOARD CHAIR VOTES ONLY IN CIRCUMSTANCES WHERE THERE IS A TIE AND IS ALSO INDEPENDENT. THE REMAINING TWENTY-TWO APPOINTED MEMBERS HAVE VOTING PRIVILEGES AND ARE ALSO INDEPENDENT. VOTING IS GENERALLY VERBAL, AND NON-VOTING MEMBERS DO NOT VOTe ON THE CONSENT AGENDA OR OTHER MOTIONS AS PRESENTED FOR CONSIDERATION AT THE MEETINGS.”

“Classes of Members or Stockholders AN ORGANIZATION SHALL BECOME A SUPPORTING MEMBER OF WRF AND SHALL BE ENTERED ON THE MEMBERSHIP ROLL UPON PAYMENT OF PRESCRIBED FEES AS ESTABLISHED BY THE BOARD OF TRUSTEES. FAILURE TO PAY FEES SHALL BE CAUSE FOR REMOVING A SUPPORTING MEMBER FROM THE MEMBERSHIP ROLL. SUPPORTING MEMBERS OF WRF, AS SUCH, SHALL NOT BE ENTITLED TO VOTE. DEPENDING UPON THE CATEGORY OF MEMBERSHIP, THE PRESCRIBED FEES MAY BE THE ANNUAL DUES OR THE SUBSCRIPTION FEES.”

“Members or Stockholders who can elect members of the governing body THE BOARD SHALL CONSIST OF EIGHTEEN ELECTED OR APPOINTED PERSONS PLUS WRF'S CHAIR, VICE-CHAIR, AND TREASURER; THE CHAIR OF WRF'S FOCUS AREA COMMITTEE (FAC), EX-OFFICIO; THE PRESIDENT OF THE AMERICAN WATER WORKS ASSOCIATION (AWWA), EX-OFFICIO, OR THEIR DESIGNEE (NON-VOTING); THE PRESIDENT OF ASSOCIATION OF METROPOLITAN WATER AGENCIES (AMWA), EX-OFFICIO, OR THEIR DESIGNEE (NON-VOTING); THE PRESIDENT OF THE NATIONAL ASSOCIATION OF WATER COMPANIES (NAWC), EX-OFFICIO, OR THEIR DESIGNEE (NON-VOTING); THE EMERITUS TRUSTEE (NON-VOTING) AND THE SECRETARY. THE EXECUTIVE COMMITTEE CONSISTS OF THE CHAIR, VICE-CHAIR, TREASURER, AND MEMBER-AT-LARGE. THE EXECUTIVE COMMITTEE MEMBERS SHALL BE UTILITY EMPLOYEES. THE EX-OFFICIO MEMBERS (PRESIDENTS OF AWWA, AMWA, AND NAWC) APPOINT THREE MEMBERS FOR EACH RESPECTIVE ORGANIZATION (ONE PER ORGANIZATION EACH YEAR). THE APPOINTEES FROM AWWA MUST BE REPRESENTATIVES THE WATER UTILITIES, AND APPOINTEES FROM AMWA AND NAWC SHOULD BE MEMBERS OF EACH ASSOCIATION, RESPECTIVELY. THE PRESIDENTS OF AWWA, AMWA, AND NAWC CONSULT WITH THE EXECUTIVE COMMITTEE BEFORE MAKING THEIR FORMAL APPOINTMENTS. THE FOCUS AREA COMMITTEE (FAC) CHAIR, ALSO AN EX-OFFICIO, IS ELECTED BY THE BOARD FOR A THREE-YEAR TERM. THE EMERITUS TRUSTEE POSITION WAS VOTED ON AND APPROVED DURING THE JUNE, 2014 ANNUAL BOARD MEETING. THIS POSITION WAS CREATED TO RECOGNIZE DISTINGUISHED SERVICE OF FORMER BOARD MEMBERS AND SERVES IN AN ADVISORY CAPACITY. THE EMERITUS TRUSTEES MAY ATTEND BOARD MEETINGS, COMMITTEE MEETINGS AND BOARD EVENTS. HOWEVER, EMERITUS TRUSTEES CANNOT HOLD OFFICE, HAVE NO VOTING RIGHTS AND DO NOT COUNT FOR QUORUM PURPOSES. THE TERM OF SERVICE FOR THIS POSITION IS LIMITED TO TWO THREE-YEAR TERMS. EACH YEAR AT THE ANNUAL MEETING OF THE BOARD, THE BOARD SHALL ELECT THREE PERSONS TO SERVE AS TRUSTEES FROM A SLATE OF CANDIDATES PROVIDED BY THE NOMINATING COMMITTEE. THE ELECTED AND APPOINTED TRUSTEES ARE ELIGIBLE TO VOTE. TERM OF OFFICE SHALL BE THREE YEARS AND ONE-THIRD OF THE TRUSTEES WILL BE ELECTED OR APPOINTED EACH YEAR. TRUSTEES ARE LIMITED TO TWO CONSECUTIVE THREE-YEAR TERMS.”

“Process to Review the Form 990 THE DRAFT 990 IS REVIEWED BY WRF'S ACCOUNTING STAFF AND FORWARDED TO THE CHIEF FINANCIAL OFFICER AND THE AUDIT COMMITTEE FOR FURTHER REVIEW. ONCE THE 990 HAS BEEN APPROVED BY THE AUDIT COMMITTEE, THE FINAL VERSION OF THE RETURN WILL BE EXPORTED TO THE WEBSITE TO PROVIDE ACCESS TO THE BOARD OF TRUSTEES, ALONG WITH E-MAIL CORRESPONDENCE STATING IT IS AVAILABLE. THIS IS DONE PRIOR TO FILING THE 990 WITH THE IRS.”

“Process for Monitoring Compliance with Conflict of Interest Policy WATER RESEARCH FOUNDATION REGULARLY AND CONSISTENTLY MONITORS AND ENFORCES CONFLICT OF INTEREST AT VARYING FREQUENCIES AND LEVELS OF MONITORING, DEPENDING ON THE RISK OF A POTENTIAL CONFLICT AND ITS LIKELY IMPACT ON WRF. WRF'S POLICY ADDRESSES CONFLICT OF INTEREST IN TERMS OF ITS STAFF, MANAGEMENT, BOARD OF TRUSTEES, AND VOLUNTEER LEADERSHIP. ON AN ANNUAL BASIS, THE BOARD OF TRUSTEES, AS WRF REPRESENTATIVES, SUBMIT A SIGNED DISCLOSURE OF SIGNIFICANT INTERESTS FORM WHICH IDENTIFIES EXISTING OR POTENTIAL RELATIONSHIPS THAT MAY CAUSE A CONFLICT OF INTEREST WITH WRF ACTIVITY. PAID STAFF, ALSO DEEMED WRF REPRESENTATIVES, SUBMIT A CONFLICT OF INTEREST STATEMENT WHEN THEY ARE HIRED AND ARE RESPONSIBLE TO IMMEDIATELY SELF-REPORT ANY KNOWN CONFLICT OF INTEREST WHENEVER SUCH CONFLICT ARISES. ANY DISCLOSURE IS FIRST ADJUDICATED BY WRF MANAGEMENT, PURSUANT TO GUIDELINES ESTABLISHED BY THE POLICY. MANAGEMENT WILL ELEVATE A DISCLOSED CONFLICT TO THE FOUNDATION'S AUDIT COMMITTEE FOR ITS OVERSIGHT, WHEN NECESSARY. THE AUDIT COMMITTEE PERFORMS THIS FUNCTION ON BEHALF OF THE BOARD OF TRUSTEES. WRF'S CONFLICT OF INTEREST POLICY SETS STRINGENT GUIDELINES FOR CONDUCT, CONFIDENTIALITY, DECISION-MAKING, AND ACCEPTANCE OF GRATUITIES. DECISIONS OF THIS COMMITTEE MAY BE APPEALED TO THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES. VIOLATION OF THE PROVISION OF THIS POLICY IS CAUSE FOR REMOVAL FROM FOUNDATION ACTIVITIES. TRUSTEES SHALL INFORM THE FULL BOARD AT THE OUTSET OF THE DISCUSSION ON PROPOSALS FOR POTENTIAL FUNDING OF ANY INVOLVEMENT OF THEIR ORGANIZATION IN ANY OF THE PROPOSALS UNDER CONSIDERATION. FOR PROJECTS IN WHICH A TRUSTEE'S ORGANIZATION IS THE PRIMARY SUBMITTER ON A PROPOSAL, THE TRUSTEE MUST EXCUSE HIMSELF/HERSELF FROM ALL DISCUSSION ON THE PROPOSAL BY LEAVING THE ROOM. THE TRUSTEE IS ALSO INELIGIBLE TO VOTE ON THE PROPOSAL. DURING ITS NORMAL COURSE OF BUSINESS, WRF ALSO SEEKS INVOLVEMENT FROM SEVERAL VOLUNTEER COMMITTEES OR COUNCILS, COMPRISED PRIMARILY OF SUBSCRIBER PERSONNEL OR OTHER PROFESSIONALS WITH WATER-RELATED EXPERTISE. AS MONITORED BY A WRF REPRESENTATIVE, ALL COMMITTEE VOLUNTEERS ARE REQUIRED TO SELF-REPORT ANY EXISTING OR POTENTIAL CONFLICTS OF INTEREST. REPORTED CONFLICTS SHALL THEN BE ASSESSED BY WRF'S REPRESENTATIVE AND/OR WRF MANAGEMENT, WHO SHALL BE RESPONSIBLE TO ENFORCE THE PROVISIONS OF THE WRF'S CONFLICT OF INTEREST POLICY PURSUANT TO THAT VOLUNTEER'S LEVEL OF INVOLVEMENT OF DECISION-MAKING IN HIS/HER RESPECTIVE COMMITTEE OR COUNCIL.”

“Review of CEO or Top Mgmt Official Compensation EXECUTIVE COMMITTEE DELIBERATES AND REVIEWS THE CHIEF EXECUTIVE OFFICER'S COMPENSATION ANNUALLY IN PRIVATE SESSIONS. THE REVIEWS FOR FISCAL YEAR 2015 TOOK PLACE IN DECEMBER, 2014 AND JANUARY, 2015. COMPENSATION AND BENEFITS SOLUTIONS PROVIDED AN INDEPENDENT COMPENSATION SURVEY OF THE CHIEF EXECUTIVE OFFICER'S COMPENSATION (SALARY AND BENEFITS) AND THE EXECUTIVE COMMITTEE MADE THEIR EVALUATION BASED ON THIS INFORMATION AND SUBMITTED THEIR DECISION TO THE FULL BOARD FOR THEIR ACTION. THE EXECUTIVE COMMITTEE ALSO LOOKS FOR SIGNIFICANT DEVIATIONS FROM A NORMAL SALARY RANGE, IF APPLICABLE. CURRENTLY THERE ARE NO SIGNIFICANT DEVIATIONS FROM THE NORMAL REPORTED SALARY RANGES FOR SIMILAR CHIEF EXECUTIVE OFFICER POSITIONS. THE FULL BOARD UNANIMOUSLY APPROVED THE RECOMMENDATION IN JANUARY 2015 FOR FISCAL YEAR 2015. THE RECOMMENDATION/APPROVAL OF THE EXECUTIVE COMMITTEE IS DOCUMENTED IN THE BOARD OF TRUSTEES MEETING MINUTES. THE MOST RECENT REVIEW AND APPROVAL WAS CONDUCTED IN JANUARY 2016 FOR FISCAL YEAR 2016.”

“Review of Other Officer or Key Employees Compensation WRF'S SALARY AND COMPENSATION PLAN IS REVIEWED ANNUALLY TO ENSURE THAT KEY EMPLOYEES ARE FAIRLY COMPENSATED USING COMPARATIVE DATA RECEIVED FROM MOUNTAIN STATES EMPLOYERS' COUNCIL SURVEY INFORMATION. A SALARY BUDGET IS PREPARED ON THESE RESULTS. THE REVIEW FOR YEAR 2015 TOOK PLACE IN NOVEMBER 2014. COMPENSATION (INCLUDING PROPOSED BONUSES), FRINGE BENEFIT CALCULATIONS AND GRAPHS ARE SUBMITTED TO THE FINANCE COMMITTEE FOR EVALUATION AT THEIR MEETING EACH NOVEMBER. THE FINANCE COMMITTEE SUBMITS ITS RECOMMENDATION FOR APPROVAL TO THE FULL BOARD OF TRUSTEES FOR ACTION AT THE JANUARY BOARD MEETING. THE MOST RECENT REVIEW AND APPROVAL BY THE BOARD OF TRUSTEES WAS CONDUCTED IN JANUARY 2016 FOR FISCAL YEAR 2016. THE RECOMMENDATION OF THE FINANCE COMMITTEE IS DOCUMENTED IN THEIR MEETING MINUTES AND BOARD APPROVAL IS DOCUMENTED IN THE BOARD OF TRUSTEES MEETING MINUTES.”

“Governing Documents Available to the Public WRF DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UNLESS SPECIFICALLY REQUESTED.”

“Form 990, Part XI, Line 9 Change in Minimum Pension Liability 409,861”

“COMMUNICATIONS AND MARKETING: COMMUNICATIONS AND MARKETING EFFORTS CONSIST OF PUBLISHING INFORMATION AND RESOURCES DERIVED FROM WRF-SPONSORED RESEARCH TO ENSURE THAT THE RESULTS AND APPLICATION OF RESEARCH ARE EFFECTIVELY TRANSFERRED TO SUBSCRIBERS AND OTHER STAKEHOLDERS. THESE EFFORTS INCLUDE THE DEVELOPMENT, DISTRIBUTION AND PROMOTION OF RESEARCH REPORTS AND OTHER PROJECT REPORTS, PRINTED MATERIALS AND E-PERIODICALS, WEBCASTS, WORKSHOPS, THE WEBSITE AND SOCIAL MEDIA. COMMUNICATION AND MARKETING ALSO OVERSEES ALL PUBLIC RELATIONS AND MARKETING ACTIVITIES AND COLLATERAL. THE ACTIVITIES OF THE PUBLIC COUNCIL ON WATER RESEARCH ARE ALSO CENTERED HERE. Other Program Expenses: This area includes general travel, consulting and contracts relating to programs not identified in the other program areas.”