Graduate Management Admission Council

“Graduate management admission council shall have one (1) class of voting members, which shall consist of graduate business and management schools. The criteria for admission shall include, at a minimum, a requirement that the prospective member (1) can award degrees, and (2) is accredited by a relevant accreditation agency or alternatively provides evidence that its programs meet generally accepted standards of high quality in the field of management education. The criteria shall also include as a relevant, but not dispositive, qualitative factor whether the graduate management admission test (gmat) exam is required by the prospective member for admission to all programs granting a master's degree in business administration (mba) or any equivalent program.”

“Each member that is in good standing shall be entitled to vote for the election of dean and representative directors to the board of directors.”

“There is one class of members. Decisions that require their approval are amendments to the articles of incorporation and revisions to the bylaws. Each member has equal voting rights.”

“There are no committees with authority to act on behalf of the board of directors.”

“The final draft is submitted to senior management before it is provided to the audit and risk committee for review and approval. Each party is expected to thoroughly read the form 990 in its entirety and has access to the year-end financials to do a comparative review as well. Feedback is provided to management whether or not changes are required. A final approval of the form 990 is obtained either during an audit and risk committee meeting or a meeting by email prior to filing. In addition, all voting member of the board are provided a copy of the form 990 prior to filing.”

“Each director has an ongoing annual obligation to disclose potential or actual conflicts. For directors, the board or any committee of the board at which a transaction is considered, is responsible for reviewing and determining whether a conflict exists. If a conflict exists, the director shall not participate or be present at that portion of the meeting of the board or committee. If the board or committee determines that the director has failed to disclose an actual or possible conflict of interest, the board or committee will take the appropriate disciplinary and corrective action.”

“The board of directors is responsible for determining the compensation of the ceo. The board annually reviews and approves gmac corporate goals and objectives, evaluates the ceo's performance in light of such goals and objectives and then determines compensation based on that evaluation and in accordance with any applicable employment agreement. The board retains an independent compensation consultant to assist in evaluating performance, including obtaining an annual comparability analysis as appropriate to comply with the "rebuttable presumption" under the intermediate sanction rules of irc section 4958. Gmac retains independent compensation consultants and reputable salary survey market data to evaluate compensation comparability. This process most recently took place in 2021.”

“Gmac makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Foreign translation adjustment -623,251.”