Pittsburgh Opera Inc.

“The executive committee shall have and exercise all the powers and authority of the board of directors between meetings of the board. The executive committee would not, however, be expected to act on matters otherwise reserved for the board unless it would be impracticable to convene a quorum of the full board quickly enough to take a time-sensitive action. All actions taken by the executive committee on behalf of the board shall be reported to the full board at its next meeting. The executive committee shall have no authority to (a) elect or remove members of the board, (b) amend or repeal the bylaws, (c) amend or repeal any board resolution that by its terms is amendable or repealable only by the board, or (d) act on any matters committed by these bylaws or a board resolution to another committee of the board.”

“The following family relationships exist between board members: -dr. Lisa cibik and alexandra cibik good -john traina and nancy traina -martin lamar and dena lamar”

“Pittsburgh opera amended its bylaws as follows: - to revise members, officers, and committee chairs term limits up to two consecutive three-year terms - to reclass former life directors as emeritus directors - to add vice chairs to each committee to facilitate leadership - to clarify the powers and duties of the executive committee - to remove committee charters from the bylaws”

“As stated in the by-laws, the sitting president of the friends of pittsburgh opera (fpo) has a position on the board of the opera as long as he or she serves in that capacity.”

“A complete copy of the form 990 was reviewed by the members of the finance and executive committees via email transmission. Upon approval by those groups, the complete form 990 was made available to the entire board via the organization website prior to submission to the internal revenue service.”

“Board members complete a conflict of interest form on an annual basis to identify potential or actual conflicts. The governance committee reviews the completed forms and monitors compliance with the conflict of interest policy.”

“Comparability data regarding the general director's compensation is discussed and reviewed by independent board members during executive sessions at appropriate board meetings. The compensation package is approved by an independent board committee. This decision is documented in the committee meeting minutes. The compensation of the director of finance is determined by the general director who uses comparable data when determining the compensation. The process is documented.”

“The pittsburgh opera form 990 and audited financial statements are available to the public on the pittsburgh opera website, www.pittsburghopera.org, and the governance documents and conflict of interest policy are made available upon request.”

“The audit committee is comprised of board members from both the finance and investment committees. They communicate with the auditors as a part of the planning process before the audit commences and then reviews, edits, and approves the final document before it is presented to the board.”