Biocon Inc

“The board of directors has six voting members and two non-voting directors emeritus.”

“Biocon operates under governance documents of its related organization, musculoskeletal transplant foundation, inc, ("mtf"). In june 2025, mtf adopted the amended its bylaws to implement several significant governance changes. Key updates include: 1) expansion of the foundation's stated purposes to include regenerative medicine, medical devices, donor awareness programs, and broader clinical applications. 2) clarification of membership structure, specifying biocon, inc. As the sole corporate member with exclusive voting rights for purposes of nonprofit law. 3) significant expansion and clarification of the board of directors' powers, including explicit approval authority over financial plans, budgets, investments, strategic plans, mergers, subsidiary formation, major transactions, charitable contributions, loans, audited financials, and actions affecting tax-exempt status. 4) removal of the prior "class" structure for directors and clarification of director term filling and succession. 5) enhanced committee structures and roles, including expanded responsibilities for audit, governance, research, compensation, and executive committees. 6) updated officer appointment and removal procedures, with more detailed standards of conduct for officers and directors. 7) addition of explicit indemnification and liability limitations for volunteers and employees, tied to insurance coverage. 8) strengthened conflict-of-interest policies and procedures, including stricter quorum rules for interested directors. 9) clarified amendment procedures, including requirements for notice, voting thresholds, and ratification by the sole corporate member. These amendments were adopted to reflect current practices, regulatory requirements, and best practices in nonprofit governance.”

“Organization's process to review form 990 the form 990 was prepared by management in conjunction with an external third-party accounting firm. The form 990 is shared with members of the audit committee of the board directors where it is reviewed at an open meeting of the committee. Pending any modifications borne out of that meeting, the 990 is circulated to the full board of directors for their final review before the form 990 is ultimately electronically filed with the internal revenue service.”

“Enforcement of conflicts policy biocon operates under the conflict of interests policy of its related organization, mtf. Mtf employs the following procedures to monitor conflicts of interests. Mtf sends a comprehensive questionnaire annually to board members, officers and key employees requesting disclosure of any conflicts of interest. Mtf is diligent in reviewing the annual disclosure forms submtted by the covered persons, and in screening compiling and maintaining the submissions.”

“Compensation process for top official the ceo receives no compensation for duties associated with biocon, inc. And related disregarded entities. He is paid by mtf, a related organization. See schedule j, supplemental information, for additional information. Compensation process for officers the treasurer and secretary receive no compensation for duties related to biocon, inc. And related disregarded entities. They are paid by mtf, a related organization. See schedule j, supplemental information, for additional information.”

“Governing documents disclosure explanation biocon makes its form 990 and other public documents available to the public at its regular place of business in person, requests through email or via us postal service. In addition form 990 is available on the internet at www.guidestar.org.”

“Board of directors compensation members of the board of directors are compensated for their service on the board through the payment of director fees. These fees recognize the time, expertise, and fiduciary responsibilities associated with board service, including participation in board and committee meetings, review of strategic initiatives, and oversight of the organization's financial and programmatic performance. The amount of fees paid to each director is determined annually and approved by the board's governance (or compensation) committee based on a review of comparable data from similarly sized nonprofit organizations. Directors receive no additional compensation for committee participation unless noted. In certain cases, directors may also receive compensation for professional services provided to the organization outside of their board responsibilities. For example: william tomford is an mtf employee whose salary is paid through payroll. Expense reimbursements are provided for costs incurred to attend board meetings and other mtf functions. All such arrangements are subject to review and approval to ensure compliance with applicable policies and regulations.”

“Average hours per week joint meetings with the board of mtf are held to facilitate greater integration of governance oversight and to review issues and matters of common concern. Accordingly, no hours are noted for biocon but rather noted as hours for a related organization (mtf).”

“All revenues generated by biocon, inc. Are derived from property holding disregarded entities; all expenses incurred are associated with the generation of that income, such as depreciation, utilities, property taxes and more.”

“Biocon, inc's. (bio) mission is to support the tax-exempt mission of the musculoskeletal transplant foundation inc., (mtf). Biocon, inc. (bio) was formed to serve as the sole voting member of, and act as the holding company for, the musculoskeletal transplant foundation inc., (mtf) a non-profit 501(c) organization and deutsches institut fur zell-und gewebeersatz gmbh, (dizg) a german non-profit organization (as disclosed on form 5471). Mtf's mission is to provide quality allograft tissues for transplantation, research and education. Dizg specializes in culturing and distribution of keratinocytes, musculoskeletal, and other tissue forms. Bio, as holding company, has authority to approve fundamental amendments to organizational documents and to approve certain corporate transactions such as mergers and dissolutions. Bio also has the exclusive right to elect or appoint all members of the board of directors of mtf and dizg. Bio continues to monitor and guide the activities of mtf and dizg, as well as any affiliates that may be formed or acquired in the future, to foster the provision of high quality human allograft tissue to the community through the most economical and efficient system possible.”

“Bio program service activity: bio's program service activity is to support the tax-exempt mission of mtf and dizg. Bio's support of mtf includes the segregation, protection and operation of real property assets used by mtf in carrying out its charitable activities. Bio holds real estate via its four disregarded entities (as disclosed on schedule r, part 1). As sole member of dizg, bio provides guidance to further expand global reach to patients around the world. For individual stories about donor families, please visit mtf's website at https://www.mtfbiologics.org/who-we-serve/donors-community/donors-famili es. Stories about recipients are also available on the website at https://www.mtfbiologics.org/who-we-serve/donors-community/recipients.”

“Professional services- mgt fee: program service expenses 0. Management and general expenses 611,604. Fundraising expenses 0. Total expenses 611,604.”