World Lung Foundation

“The ceo/managing director, peter baldini, serves as the member of international union against tuberculosis and lung disease, inc.(the union). The deputy executive director, jose luis castro, serves as executive director of union. The secretary through 5/13, nils billo, serves as member of union. A member, paula fujiwara, serves as scientific director of union. In addition, the president, louis james de viel castel, services as member of the union paris. A member, e. Jane carter, also services as member of the union paris.”

“International union against tuberculosis and lung disease, inc. (the 'union"), north america is the parent company of world lung foundation. Wlf is operated, supervised and controlled by its supported organization, the union. The will have the right to elect a majority (or all) of wlf's board.”

“World lung foundation is operated, supervised and controlled by the organization that it supports, the international union against tuberculosis and lung disease, inc. (the "union"), north america. The union has the right under wlf's bylaws, to appoint a majority (if not all) of the directors of wlf's board of directors. Any action requires only the approval of the board of directors. All rights which would otherwise vest to the members under provisions of the new york law relating to nonprofit corporations vest to the directors.”

“Wlf articles of incorporation was revised to be incorporated as a member organization, with international union against tuberculosis and lung disease, inc. (the "union"), north america as the sole member. The union, north america has the right to elect a majority (or all) of wlf's board. The board of directors has general power to manage and control the affairs and property of the organization, has full power to adopt rules and regulations governing the action of the board of directors, and has full and complete authority with respect to the distribution of assets and payment of liabilities received by the organization from time to time, provided that the fundamental and basic purposes and operating restrictions of the organization, as expressed in the certificate of incorporation of the corporation, are not violated, amended or changed.”

“The form 990 is reviewed by the audit compliance committee before it is filed with the irs. The audit compliance committee would either receive a hard copy or an electronic copy. The review will consist of cfo going page by page and explaining as well as answering any questions that may arise. The process may also involve discussing specific items with the auditors or even requesting revisions by the auditors.”

“The board of directors is covered under wlf's conflict of interest policy. Any person covered by this policy shall annually submit to the president of the board of directors disclosure statement, either (a) certifying that such person has no interests and affiliations that could give rise to a conflict of interest or (b) disclosing such interests and affiliations. Interests and affiliations that could give rise to a conflict of interest which may include, but are not limited to: (a) close family members with whom the organization may be doing business, (b) substantial business or investment holdings for which a covered person could personally benefit financially by a decision, and (c) other transactions, affiliations, direct employment relationships, business relationships, personal relationships or family relationships that could give rise to a conflict of interest. In addition, should a conflict of interest arise during the normal course of business during the operating year, any person covered by this policy shall immediately notify the president of the board of directors. Any determination by a covered person or the president of the board of directors related to a particular action or decision by the board of directors is subject to review and reconsideration by a majority of the disinterested directors. The board of directors, minus the individual(s) with a potential conflict of interest, shall determine whether the conflict of interest exists, or if it is immaterial, or if it is not adverse to the interests of wlf. The board will also decide if the person with the possible conflict of interest should participate in the discussion or consideration of the potential conflict of interest. The individual, however, is recused from the board during which voting is cast and a final decision regarding the matter is made. Any person covered by the policy shall voluntarily recuse himself or herself from participation in related discussions or abstain from any actions or decisions that would give rise to a conflict of interest. For each interest or affiliation disclosed to the president of the board of directors, the president will decide to: (a) take no action; (b) assure full disclosure to the board of directors and other persons covered by this policy; (c) ask the person to refrain from participation in related discussions or abstain from any actions or decisions that would give rise to a conflict of interest; (d) ask the person to resign from his or her position; or (e) if the person refuses to resign, recommend the possible removal of such person in accordance with the removal procedures as set forth in the wlf bylaws. Any determination by a covered person or the president of the board of directors related to a particular action or decision by the board of directors shall be noted in the official minutes recording such action or decision; however, the reason for a covered person's voluntary recusal or abstention need not be recorded or disclosed unless such person affirmatively states in writing that his or her determination is based on a conflict of interest not previously disclosed. The chief executive officer will monitor proposed or ongoing transactions with or affecting wlf for potential conflicts of interest and disclose them to the president of the board of directors in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occurred.”

“The personnel/compensation committee of the board establishes the salary of the chief executive officer and establishes the guidelines for all remaining staff. The personnel/compensation committee's determination is based on several factors provided by a study done by a compensation consulting firm, those factors are as follows: 1. Internal equity 2. Equity with external organizations similar to wlf 3. Market analysis/salary ranges 4. Benefits analysis 5. Performance management & reward system 6. Salary administration 7. Incentive compensation two other main factors will determine the final decision on increases: 1. Economic situation 2. The proposed budget for the next fiscal year the last review was done in 2009.”

“Wlf makes its governing documents, form 990 and conflict of interest policy available for public inspection as required under section 6104 of the internal revenue code by posting these documents on its website. The form 990 is also made available on other websites such as guidestar.org and is also attached as a required reporting to our nys char500 filing, which is made available publicly by the nys attorney general office on the nys ag's website. These documents are also available on the better business accredited charity list. In addition, forms 990 and 1023 as well as the financial statements are available upon written request at 61 broadway, new york, ny 10006 or by calling the organization directly at 212-542-8870.”

“The world lung foundation seeks to improve the lives of individuals across the world by strengthening community capacity to prevent and manage lung disease. As world lung foundation enters its seventh year, we are increasingly taking a leadership role in the urgent global effort to combat lung disease. While heartened by evidence that the epidemics of tuberculosis, tobacco use, asthma, hiv/aids, and acute respiratory infections can be curbed, we also recognize that financial commitments and evidence-based interventions are essential for progress. After years of rapid expansion, wlf focused on harnessing its growth. A strong infrastructure and committed staff are in place, giving our lung programs a broader reach as we build on our track record of successful initiatives. Tobacco control is a cornerstone of our efforts. We have also assembled a considerable toolkit for conducting and evaluating mass media campaigns, and training others to do the same. This year, we launched 17 separate campaigns, including seven in countries where we had not worked previously. We are standardizing our approach while remaining flexible enough to respond to local conditions. Wlf disbursed most of a us$31.7 million grant from bloomberg philanthropies to the tobacco control activities of the international union against tuberculosis and lung disease, the world health organization, and the framework convention alliance. We also increased our support of an initiative in rural tanzania to improve maternity care. As our voice is heard in the global health community, momentum is building at wlf. Despite their tragic toll, many lung diseases can be prevented and others can be cured with appropriate, cost-effective treatment and sound public policy measures. We are optimistic about making an impact. In the coming year, wlf will push ahead with an ambitious agenda, which will include deepening our tobacco control initiatives, launching the acute respiratory infections atlas, raising new funds for asthma, and partnering with committed advocates and governments around the world.”

“The organization has established a six member audit committee that is responsible for providing oversight of the organization's audit and other areas of financial management. This committee serves a key role in helping the board fulfill its fiduciary responsibilities in oversight of the organization's finances. Responsibilities of the audit committee may include the following: 1. Oversee the hiring of the auditors, including communicating with the auditors regarding the audit process, timing, issues, etc. 2. Assess business and fraud risk for the organization and determine plans to address these risks; 3. Monitor accounting policies; 4. Monitor the internal control process; 5. Establish policies to prevent fraud. The audit committee has three main roles in governance: 1. Accounting policies and internal controls: it represents the board in overseeing the establishment, implementation and continuity of following appropriate accounting policies and internal controls within an organization. 2. Risk assessment and planning: they play a very important role in how the organization is planning for risks and other details associated to the organization, like investments, personnel policies, impact of tax regulations if any etc. 3. Compliance: not for profit organizations are required to adhere to regulations specifying how the activities or program have to be carried out and what needs to be reported to the regulators. The audit committee needs to have an understanding of the regulatory standards that affects the organization and how the organization adheres to it.”