Naval Postgraduate School Foundation Inc.

“~the executive committee shall have the responsibility for reviewing the foundation's form 990 (including all pertinent schedules) before it is filed with the internal revenue service.~a draft of the form 990 shall be ready for review by the executive committee no later than one month prior to the filing deadline.~after the draft of the form 990 has been obtained by the executive committee, they have no more than two weeks to complete their review.~in conducting their review of the draft of the form 990, it is preferred that the executive committee shall conduct a top-level or big picture type review; however, if the executive committee desires or deems it necessary to conduct a more detailed review of the form 990, then they should contact the preparer of the form 990 to request copies of the relevant tax return work papers they would like to see.~once the executive committee has completed their initial review of the form 990, either a meeting or a conference call shall be scheduled with the preparer of the form 990 (regardless of whether the form 990 is externally or internally prepared) to discuss any questions, comments, and suggested revisions identified by the executive committee.~the preparer of the form 990 shall make any revisions to the form 990 as soon as feasibly possible to ensure that the form 990 is filed with the internal revenue service on a timely basis.~all of the questions, comments, and suggested revisions set forth by the executive committee should be documented, along with any responses from the preparer of the form 990, if applicable.~after the form 990 has been reviewed by the executive committee and filed with the internal revenue service, the executive committee shall make a presentation at the next full board of trustees meeting to update the full board regarding the review of the form 990; at this meeting with the full board of trustees, it is not required for the executive committee to review all their questions, comments, and suggested revisions; a summary of their important points will be sufficient.”

“~duty to disclose~~in connection with any actual or possible conflict of interest, interested persons must disclose the existence of the financial interests and be given the opportunity to disclose all material facts to the executive committee of the foundation when the executive committee considers a proposed transaction or arrangement.~addressing the conflict of interest~~the presiding officer of the executive committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.~after exercising due diligence, the executive committee shall determine whether the foundation can obtain with reasonable effort a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.~if a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, then the executive committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in the best interest of the foundation, and whether it is fair and reasonable. Once this determination is made, the executive committee shall decide whether to enter into the transaction or arrangement.~violations of conflict of interest policy~if the executive committee has reason to believe that a member has failed to disclose, it shall inform the member of the basis and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further inquiry, or the executive committee determines the member has failed to disclose an actual or possible conflict of interest, the executive committee shall take appropriate and corrective action.”

“~the board determines and approves the compensation of the executive director. The individual whose compensation is being determined is not included in the approval process.”

“~determining reasonable compensation~~the foundation shall satisfy the legal presumption of reasonableness set forth in the internal revenue code section 4958 regarding intermediate sanctions, by following these steps when determining the annual compensation for any foundation insider:~compensation arrangement shall be approved in advance by independent members of the executive committee. This group shall be composed of persons who do not have a conflict of interest with respect to the compensation arrangement. The members of the group can change depending upon the person whose compensation is under review.~before making the reasonable compensation determination, the executive committee group shall rely upon comparability data (comparability data includes compensation paid by comparable and similarly situated entities) in deciding whether to approve the compensation.~the executive committee members shall contemporaneously document in writing its basis for making its reasonable compensation determination. The foundation utilizes a worksheet that is completed by the group when it convenes, and the worksheet shall serve as the required written documentation for the following:~terms of the approved compensation and the date approved.~members of the executive committee group present during discussions on the compensation amount, those who voted and how they voted.~description of comparability data obtained and relied upon; how the data was obtained.~any actions by an executive committee member having a conflict of interest (e.g., disclosure of conflict of interest; recusal from the discussion)~the reasonable compensation discussion shall be undertaken by the executive committee members annually; the individual whose compensation is being discussed shall not be present during such discussions. The actions taken by the executive committee shall be presented for full board of trustees approval at its annual meeting in november.”

“The copies of documents are provided upon request.”