Accesslex Institute

“Business Relationships William D. Henderson served (and continues to serve) as a professor of law at the Maurer School of Law at Indiana University, where Austen L. Parrish serves as dean. Cynthia Cassity and James Cassity have a spousal relationship and both serve as officers of the organization. Form 990, Part VI, Line 6 Members or Stockholders AccessLex Institute is a Delaware nonprofit, non-stock corporation. It is a membership organization whose members, as more specifically defined in its bylaws, are state-operated or otherwise federally tax-exempt law schools located in the United States that are approved by the Council on Legal Education and Admissions to the Bar of the American Bar Association.”

“Members or Stockholders Who May Elect Pursuant to the Organization's bylaws, the Board of Directors may consist of not more than thirteen directors. The members elect the minimum number of directors necessary to constitute a majority of the total number of directors (the "Class A Directors")then authorized. The remaining directors (the "Class B Directors") are elected by the Class A Directors then serving.”

“Decisions Subject to Approval The Organization's bylaws provide that the members must approve the following actions of the board of directors: the revocation, repeal, amendment, or modification of certain provisions of the bylaws and the revocation, repeal, amendment or modification of Article X of the organization's Certificate of Incorporation, regarding distributions upon liquidation of the Organization. The Delaware General Corporation Law also provides that certain actions by the Board of Directors be approved by the members.”

“Form 990 Review Process This IRS Form 990 was prepared by the Organization's management, in consultation with the Organization's external tax accountants and attorneys. Pursuant to the provisions of its charter, the Audit Committee of the Board of Directors reviewed a draft of this Form 990 at a meeting prior to filing. A complete copy of this Form 990, including all required schedules, was made available to each of the Organization's directors prior to its filing with the IRS.”

“Conflict of Interest Policy Monitoring & Enforcement The Organization's conflict of interest policy requires each interested person (defined as the Organization's directors, officers, and key employees) to disclose any financial interest (certain ownership interest or compensation arrangements) they may have in connection with a proposed transaction between the Organization and a third party. The Board of Directors will determine if such financial interest constitutes a conflict of interest and will employ the policy's procedures for addressing any such conflict. All interested persons provide a written certification annually affirming that they have received and understand the policy and agree to comply with it, and listing any conflicts, business relationships or family relationships that may give rise to a conflict. The Audit Committee of the Board considers all disclosed issues and management monitors and reports any actual or potential conflicts.”

“Process for Determining Compensation The process for determining the compensation of the President and CEO of the Organization is delegated by the Board of Directors to its Compensation and Benefits Committee, with such committee comprised of outside, independent Directors. It is the practice of the Compensation and Benefits Committee to review the performance of the Organization's President and CEO periodically (generally on an annual basis) and to periodically engage a third-party, independent compensation consultant to establish the market compensation range for the position. This consultant generally establishes this range by identifying the compensation of a parallel position at comparable organizations and taking various factors into account, including but not limited to each applicable organization's industry, geographic region, complexity, size, and tax status. The Compensation and Benefits Committee reviews the information from its compensation consultant and any other relevant information, discusses such information outside of the presence of the President and CEO, and authorizes, on the record, any changes to such officer's compensation.”

“Process for Determining Compensation The process for determining the compensation of other officers of the Organization generally follows the process used for all employees, except for the CEO as described in the answer to Part VI, line 15B herein. Generally, the CEO, or such other person as may be appropriate based on management reporting lines and other relevant factors, conducts an annual performance review of all other officers and key employees, and communicates the results of such review to the reviewed officer or key employee. In addition, the Organization periodically engages a third-party, independent compensation consultant to establish the market compensation range for the applicable positions. This consultant generally establishes this range by identifying the compensation of a parallel position at comparable organizations and taking various factors into account, including but not limited to each applicable organization's industry, geographic region, complexity, size, and tax status. The CEO, generally in consultation with the Human Resources division, approves the establishment of compensation levels for officers or key employees as follows: (1) directly for his/her direct reports, (2) in consultation with applicable officers, for officers and key employees who do not directly report to him/her, except that any changes to the compensation of the executive vice president and chief operating officer and the senior vice president and chief compliance officer (as top internal audit executive) are subject to the approval of the compensation and benefit committee.”

“How Documents are Made Available to the Public The Organization's Certificate of Incorporation is a public document on file with the Delaware Secretary of State. The Organization does not make its bylaws and conflict of interest policy available to the public. Its audited financial statements for the most recent three years are freely available on its website.”