Cubrc Inc.

“Cubrc, inc. Restated its certificate of incorporation during the tax year to update the purpose of the organization. "the purpose for which the corporation is formed is to broaden the base and range of scientific and technical personnel and equipment available to the research foundation of state university of new york (the "foundation") by developing a legal structure for the conduct of joint research activity. More specifically, the corporation will conduct independent research and development and systems integration to benefit the educational, industrial, technological and economic development of western new york and new york state by seeking research grants and contracts from federal, state and local governmental agencies, foundation and private companies."”

“Cubrc is a not for profit corporation with four members, the research foundation of the state university of new york, james h. Cummings foundation inc., john r. Oishei foundation and the margaret l. Wendt foundation. The four members appoint the directors of the board.”

“The four members each appoint two representatives to the board of directors; and 3 independent directors are elected by a majority vote of the members.”

“The organization distributes a copy of the 990 to the audit committee for review and approval. Upon approval by the audit committee a copy of the 990 is then posted on a website accessible by the board members for their review.”

“The conflict of interest policy is part of the organization's code of business ethics policy. This policy is signed by each employee upon employment with cubrc as well as by each board member. The policy states that if there are any questions or instances of suspected/anticipated conflict, it is the employee's responsibility to bring it to the attention of the executives of the organization, or if it involves the executives, to the board of directors for discussion. The organization requires that each director, officer and key employee provide written updates to their conflict of interest disclosure statement on an annual basis, as required by new york state law. On a regular basis, the board will inquire about any conflicts and resolutions of such.”

“The organization's ceo, executive director and top management officials: the president and ceo's compensation is reviewed and approved annually by the compensation committee, a group comprised of 7 independent directors appointed annually by the board. Compensation data as well as corporate wide statistics are provided to the committee for use in determining the president and ceo's compensation. Every three years, the compensation committee engages an independent external consultant (longnecker & associates) who specializes in not for profit organizations. Longnecker & associates was engaged in 2014 and conducted a study comparing compensation of the top six executives, including the ceo, to similarly sized not for profit and for profit companies in the research and development/hi tech industry. Other officers or key employees: the compensation committee will review and approve the compensation packages of all employees who earn at least $250,000 a year. In 2014 the compensation committee engaged longnecker & associates, an independent external compensation consulting firm, to review the compensation of the top officers and key employees. This information, among other factors were used by the compensation committee when determining compensation. The ceo alone will review and approve the compensation packages for key employees who earn less than $250,000. Factors such as job requirements, market data for like positions, and employee's performance will be used in determining compensation.”

“The organization will make information available upon request.”

“Other various professional fees: program service expenses 313,665. Management and general expenses 14,773. Fundraising expenses 0. Total expenses 328,438. Sub-contractors assisting with technical and scientific research.: program service expenses 5,183,213. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,183,213.”

“The organization has an audit committee which is responsible for overseeing the company's accounting and financial reporting processes and being well informed about financial operations, reporting, internal control systems, compliance and related matters. The audit committee also has responsibility for selecting, retaining and terminating when appropriate, the independent auditor, and determining the compensation of the independent auditor.”