Information Systems Audit and Control Association Inc

“On june 14, 2019, the isaca board approved the amended/restated bylaws due to the following changes: - the following language is added to section 6.3 of the isaca bylaws: "the chair of each standing committee shall be a current member of the isaca board of directors" - in the composition section of the charter of the governance committee, the language; "such chair shall be a past board chair who is not currently serving on the board" shall be removed. - in the composition section of the charter of the nominating committee, the language "the chair for the committee shall be the most recent past board chair on the committee that does not currently serve on the board" shall be replaced with "the chair for the committee shall be selected by the board" - in the composition section of the charter of the finance committee, the following language shall be added: "the chair for the committee shall be selected by the board". On august 4, 2019, the isaca board approved the following: - to change the standing committee structure to be as follows, which would become effective upon board approval of the charters for five committees: audit, compensation, executive, governance & nominating and risk & technology. - to create a task force to review the nominations process for isaca directors to align to the new isaca strategy. This task force will consist of directors baybeck, dimitriadis, clyde, and grocholski; which director dimitriadis would act as chair and which task force would provide the draft nomination process for approval at the november 2019 board meeting. - to direct the board task force to provide a draft charter for the governance & nominating committee for approval by the board at the nov 2019 board meeting. - all standing committees under the new committee structure would be composed only of independent directors. The board further resolves that the governance & nominating committee would consist only of past board chairs and/or non-conflicted directors. - under the new committee structure, the board chair and vice chair would be selected by the board of directors. - to delegate its authority to approve the formation of new chapters to the ceo of the corporation who will follow the board-approved requirements for chapter formation when created. On november 15, 2019, the isaca board approved the amended/restated bylaws due to the following changes: - section 4.6(a) of the bylaws is changed to read as follows: "except for the directors that hold office by virtue of being ceo, board chair, immediate past chair, second past chair, or third past chair ("designated directors"), each nominated director shall hold office for a term of one (1) year, or until the beginning of the term of his or her successor." - section 4.15 of the bylaws is changed to read as follows: "the chair shall preside at all meetings of the board and of the members and shall have such other powers and duties as may be prescribed by the board or these bylaws. The board shall appoint the board chair for the subsequent board term no later than the last in-person board meeting for the current term. When the chair and vice-chair are not available to preside at a meeting, a majority vote of directors then in office shall designate an elected director to preside at that meeting." - section 4.16 of the bylaws is changed to read as follows: "the vice-chair shall have the powers and duties as set forth in the policies approved by the board or in these bylaws. If the chair is absent, the vice-chair shall perform the duties of the chair. The board shall appoint the vice chair for the subsequent board term no later than the last in-person board meeting for the current term.”

“Isaca maintains a membership of individuals; there is no corporate membership category. Anyone interested in the purposes and objectives of the association is eligible for membership. The vast majority of isaca members also belong to a local chapter (membership in isaca is required for anyone holding membership in a chapter). A member-at-large category exists for individuals who wish to join isaca but who live at such a distance from a local chapter that attendance at meetings is prohibitive. Student and recent graduate member categories are offered as well. Isaca's membership is characterized by diversity. Members of isaca's professional community live and work in more than 180 countries and run the gamut of job titles, including information system auditor, consultant, educator, information security manager, regulator, chief information officer, internal and external auditor, compliance officer, risk manager and student. Some are new to the field, while others are at middle management levels or senior ranks. They work in finance and banking, public accounting, hospitality, health care, government and the public sector, utilities, manufacturing and retail. Isaca members embrace this diversity as providing a vast learning ground where they may delve into the challenges and opportunities faced by colleagues in other countries, positions or industries. Isaca recognizes that its members constitute an extensive and varied pool of expertise; expertise the association counts on to help provide services and products that engender credibility and capability in its constituents. The more members, the more expertise; the more expertise, the better the ability to meet the needs of its professional community. Isaca's members are its most valuable asset. _”

“Only the board of directors elect or appoint other board members. Annually, in april of each year, the isaca board is presented with the following term's board slate for approval; endorsed by the governance & nominating committee. The governance & nominating committee is comprised of isaca members who are current sitting directors on the isaca board of directors.”

“All members in good standing shall have the right to vote on the disposition of all or substantially all of the assets of the corporation, on any merger and its principal terms and any amendment of those terms, and on any election to dissolve the corporation. In addition, members shall have all rights afforded to members under the california corporations code. If the corporation is dissolved, assets, exclusive of those held in charitable trust, remaining after payment or provision for payment of the obligations and debts of the corporation and provision for any other payment required under applicable law shall be distributed as provided in the corporation's articles of incorporation.”

“The 2019 form 990 for information systems audit and control association (isaca) was prepared by cohnreznick llp (cohnreznick), based upon information provided by isaca. This document summarizes the review points and availability associated with the returns. The data for the return was compiled based on information prepared for the 2019 audit, as well as other accounting records. This information was submitted to cohnreznick for preparation of the returns. In addition to the financial information cohnreznick received, cohnreznick had an opportunity to raise questions about governance and other issues and request additional information as needed. The narrative explanations of program accomplishments and policies were coordinated with the applicable directors and members of the leadership team. Upon completion of the return, several layers of review were conducted: - initial reviews of return: the initial review of the completed return was completed by the respective staff within the finance department. - senior management review: following the initial review, the leadership team including the ceo were provided a copy of the return for comment. The ceo, cfo and director of human resources also provided an additional review of the compensation-related areas. Comments were forwarded to cohnreznick for incorporation into the return. - volunteer review: the board of directors were provided access to the return via board effect (web site) prior to its filing. Comments from these reviews were evaluated and provided to cohnreznick, who updated the return, as applicable.”

“Information systems audit and control association, inc. (isaca) has a conflict of interest policy that defines an interested person as any director, officer, or member of a committee with governing board delegated power. An independent director is defined as described in the instructions for the irs 990 form, or in the absence of such definition as an individual who has not in the past three years been an employee of isaca or any entity in which isaca has an interest; who does not have a significant business relationship with isaca which could impact independent decision making; who does not serve as the executive of another corporation where any of isaca's executive officers or employees serve on that corporation's compensation committee and who does not have an immediate family member who is an executive officer or employee of isaca or who holds a position that has a significant financial relationship with isaca. Such policy also directs board members and others to keep in confidence all isaca confidential information; requires board members and others to disclose arrangements that may propose a conflict of interest so that the conflict of interest panel comprised of the governance & nominating committee chair, board chair and isaca ceo may evaluate such arrangements. Further, this policy details the procedures that must be used in considering a conflict of interest, periodic reviews of any compensation arrangements and other partnerships. Potential conflicts of interest are documented and monitored each year, through (1) self-proclamations made by individual volunteers who sign the participation agreements required for participation in association boards, committees, working groups and task forces; (2) disclosure of conflicts in standard consulting agreements; and (3) disclosure by isaca employees upon hire (and annually) by review and signature of the organization's employee agreement. Consultants, volunteers and employees are encouraged to report any conflicts that may arise throughout the year. If such instances are reported, they are dealt with at that time and based on the circumstances relating to the potential conflict.”

“The compensation philosophy of information systems audit and control association (isaca), which is affirmed by the board of directors, should facilitate isaca's ability to attract, motivate and retain quality staff. The compensation philosophy is supported by use of an independent compensation consulting firm and the establishment of a compensation committee composed of independent members of the board of directors (current board chair, board chair-elect and two immediate past board chairs). Based on the compensation philosophy, the compensation range for the ceo is developed by the compensation consultant and reported to the committee. Compensation ranges are also developed by the consultant for the executive management team with compensation variances to the ranges provided to the committee. Ranges are calculated based on position responsibilities and a blend of the not-for-profit and for-profit sectors, which reflects the labor market in which isaca competes for executive talent: 60% for-profit organizations and 40% not-for-profit organizations. The final report of the compensation consultant as accepted by the committee, the compensation philosophy, and contract (if applicable) then serve as the basis for the determination of compensation, consisting of base salary, incentives, total cash compensation and benefits. Determination for executive management is made by the ceo based upon the accepted compensation ranges and approved by the compensation committee. Determination for the ceo is made by the compensation committee. The total remuneration packages for the ceo and the leadership team is reviewed annually by the compensation committee. Updated market studies on the value of these roles and responsibilities is provided by compensation consultants. The compensation for all staff is reviewed every three to five years except if there is a change in control, merger and/or acquisition, or other activity that changes roles and responsibilities; then performed as needed. Gathering the information necessary to evaluate the market competitiveness of isaca's compensation; provide data on executive compensation from a control and governance standpoint; and facilitate isaca's compensation philosophy, accomplish organizational objectives and provide value to its constituents, which isaca considers critically important to its future.”

“The following documents are posted to the information systems audit and control association, inc. (isaca) web site or provided upon request: participation agreement, intellectual property (ip) waiver, articles of incorporation, bylaws and annual report. Isaca does not have an irs form 1023, but it does provide the irs letter of determination, upon request. In addition, irs form 990 is publicly available through guidestar's web site and the illinois attorney general's web site.”

“Information systems audit and control association (isaca) serves individuals and enterprises by being a leading global provider of knowledge, certifications, community, advocacy and education on information systems assurance and security, governance of enterprise information technology (it), it-related risk and compliance, and other related topics. Founded in 1969, isaca sponsors international conferences, publishes the isaca journal, conducts and publishes research, provides benefits globally to more than 140,000 members in more than 185 countries and develops international information systems auditing and control standards. Isaca also administers the globally respected certified information systems auditor (cisa), certified information security manager (cism), certified in the governance of enterprise it (cgeit), certified in risk and information systems control (crisc) and csx practitioner (csx-p) designations. Isaca has 222 local chapters around the world. Isaca supports development, update and education activities related to cobit 2019, a framework for customizing and right-sizing enterprise governance of information and technology, and cybersecurity nexus (csx), which offers credentialing, training and career development for cybersecurity professionals and their organizations.”

“Information systems audit and control association's (isaca) primary purpose is to serve its members. One way isaca does so is by helping them do their jobs better, by offering them pragmatic guidance on emerging technologies they deal with every day. More than 100 knowledge assets were released in various formats in 2019, including print, interactive (tools, audit programs), video and audio. Isaca hosted in-person conferences in north america, europe, asia and africa, in addition to numerous other training opportunities, including online learning. The association offers member benefits in the areas of professional development, community and leadership, and continually reviews and expands its portfolio of benefits to address the changing needs of members. Many member benefits are documented and further explained within the other responses on this form. A total of 28,295 new members joined the isaca professional community in 2019. In addition, a new chapter was added, taking the total number of chapters worldwide to 222 in 96 countries.”

“Information technology (it) is a rapidly changing industry, and it demands a commitment on the part of its practitioners to learn continuously and master new skills. Certification is one way to expand one's skill set and be recognized for doing so. Holding an isaca professional certification demonstrates excellence in the topic and a commitment to remaining current and informed; it distinguishes an individual from his/her peers. Isaca offers five certification exams: certified information systems auditor (cisa), certified information security manager (cism), certified in the governance of enterprise it (cgeit), certified in risk and information systems control (crisc) and csx practitioner (csx-p) designations. More than 150,000 cisas have been certified since its inception in 1978; more than 50,000 cisms have been certified since its inception in 2002; more than 8,000 cgeits have been certified since its inception in 2007 and more than 26,000 criscs have been certified since its inception in 2010. In 2019, the cobit 2019 foundations certificate exam and the cobit 2019 design and implementation exam were developed and delivered.”

“In 2019, the isaca education roster included major face-to-face events such as the global computer audit, control and security (cacs) and infosecurity-isaca north america conferences; topic-specific conferences (on information security and risk management, and on governance, risk and compliance); and week-long training events focusing in-depth on one or two topics. Isaca is dedicated to monitoring the professional environment and developing new programs as needed to complement its established portfolio of events. The association has focused a considerable amount of effort on digital learning platforms, as it provides a way to cover emerging topics on a timely basis and offer low-cost education to a globally dispersed audience.”

“Trasnfer of net assets from isaca enterprises, inc. -2,078,155.”

“Information systems audit and control association (isaca) has an audit committee responsible for the oversight of the audit, the selection of the independent accountant, and the review and compilation of its financial statements.”