Information Systems Audit and Control Association Inc

“1. Amending section 4.5(a) to add a 4th past chair: 2. Amending section 4.6(a) to add the 4th past chair to the list of Designated Directors; and 3. To increase the number of directors on the ISACA board to 14.”

“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 185 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, healthcare, 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. In 2022, ISACA officially launched a mentorship program to help its community further interact and learn from one another. 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.”

“Annually, from each December through end of following January, the ISACA membership is provided with the process to nominate others or themselves to become a Director on the ISACA Board for the upcoming term. The ISACA Nominating & Governance Committee, which is comprised of ISACA members who are current sitting Directors on the ISACA Board of Directors, chooses a slate of proposed Directors from amongst the nominations provided by the membership, the existing Board, other sources and presents this Board slate to the ISACA Board of Directors for approval.”

“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.”

“There are no committees with the authority to act on behalf of the governing body. Therefore, this question is not applicable and has been checked No in accordance with the instructions.”

“The 2022 Form 990 for Information Systems Audit and Control Association (ISACA) was prepared by Crowe LLP (Crowe), 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 2022 audit, as well as other accounting records. This information was submitted to Crowe for preparation of the returns. In addition to the financial information Crowe received, Crowe 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 Executive 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 Senior Leadership Team including the CEO were provided a copy of the return for comment. The CEO, CFO, and Vice President of People & Culture also provided an additional review of the compensation-related areas. Comments were forwarded to Crowe for incorporation into the return. - Board and Committee 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 Crowe, 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 Nominating & Governance 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 Chairman, 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. 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 are reviewed annually by the Compensation Committee. Updated market studies on the value of these roles and responsibilities is provided by compensation consultants. 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 deliberations and decision making regarding setting compensation is documented in the minutes of the compensation committee's meeting.”

“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 Chairman, Board Chair-Elect and two immediate Past Board Chairs). Based on the compensation philosophy, the compensation ranges are developed by the consultant for the executive 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 total remuneration packages for the executive team are 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 preformed 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 deliberations and decision making regarding setting compensation is documented in the minutes of the compensation committee's meeting.”

“Documents which are required to be made available to the public, pursuant to IRS §6104, are available upon request. Additionally, 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.”

“Frameworks - Total Revenue: 1135307, Related or Exempt Function Revenue: 1135307, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Other Revenue - Total Revenue: 235032, Related or Exempt Function Revenue: 235032, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Technology Certified Associate (ITCA) designations. ISACA also supports development, update and education activities related to COBIT 2019, a framework for customizing and right-sizing enterprise governance of information and technology. ISACA's Capability Maturity Model Integration (CMMI) models help organizations shift from a compliance- and process-based improvement model to a flexible framework of best practices that provides demonstrable and measurable capability performance improvement results.”

“(Expenses $ including grants of $) ISACA targets two goals with its activities: helping professionals realize the positive potential of technology and inspiring confidence that enables innovation through technology. The association achieves those activities by providing information, standards, publications, and academic guidance (in addition to the items noted in the descriptions of program achievements 1, 2 and 3). The ISACA Journal is ISACA's official magazine. Issued bimonthly, and supplemented in the off months by online articles, the Journal seeks to enhance the proficiency and competitive advantage of its international readership by providing peer-reviewed managerial and technical guidance from experienced global authors. It is available in digital format on the website and via mobile app. In 2022, the ISACA Journal celebrated its 50th anniversary. ISACA also produces @ISACA, a weekly electronic newsletter dedicated to ISACA news. The ISACA Bookstore offers a selection of peer-reviewed publications on professional topics of interest to ISACA members, at discounted prices. New selections are added regularly, to ensure the catalog remains current with changing trends and member needs. ISACA continues to expand the platforms and languages in which its content is available to its professional community. The Publications team provided translations of many of its publications, including certification exams, study aids, ISACA Journal articles, COBIT 2019 and other research publications. Languages included Chinese (simplified and traditional), French, German, Italian, Japanese, Korean, Portuguese, Spanish and Turkish. ISACA issues Information Systems Auditing Standards, Guidelines and Procedures, which provide prescriptive or suggested guidance on how audits should be undertaken. The standards, guidelines and procedures are continually reviewed to ensure that new ones are developed or existing ones are revised as needed to align with new regulations or technologies.”

“Other Professional Services - Total Expense: 7410890, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; Recruitment - Total Expense: 1494798, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; Temporary Clerical Services - Total Expense: 4896897, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; Translation Services - Total Expense: 381571, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; Office Admin Services - Total Expense: 125910, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ; Exam Development - Total Expense: 2503188, Program Service Expense: , Management and General Expenses: , Fundraising Expenses: ;”