Zoological Society of Pittsburgh

“The executive committee shall have and exercise all of the powers and authority of the board of directors in the management of the business and affairs of the society including, for avoidance of doubt, the power to (a) appoint a president, (b) act upon the recommendation of the chair fixing the salary and compensation of the president and (c) remove a member of any committee, and (d) take action on behalf of the board, except that the executive committee shall not have any power or authority to (a) create or fill vacancies in the board of directors; (b) adopt, amend or repeal the bylaws; (c) amend or repeal any resolution of the board that by its terms is amendable or repealable only by the board; (d) adopt and approve the annual budget of the society; or (e) adopt and approve the audited annual financial report to the board of directors. The executive committee will serve as a clearinghouse to assess the risks that other committees identify in their oversight of the pittsburgh zoo's activities, including the implementation of mitigation strategies for such risks, if available.”

“The society will submit a draft to the members of the finance and audit committee for their review and approval. The cfo participates in this review. The board passes a resolution to approve the form 990 based on the finance and audit committee's review and approval. Copies are made available to all members of the board of directors before the return is filed with the internal revenue service.”

“The board of directors reviews the conflict of interest policy at the first meeting of each year. Board members are to disclose to the board chair potential or actual conflicts. The finance department identifies potential conflicts by reviewing vendor lists and submits the results of their review to the chair of the finance and audit committee for further review. Upon review by the finance chair, potential conflicts are disclosed to the board chair. The chair will determine whether to: (a) take no action; (b) assure full disclosure; (c) ask the person to recuse himself or herself from participation in related discussions or decisions; or (d) ask the person to resign from his or her position.”

“A special independent ad hoc executive compensation review committee meets to review the performance and approve compensation for the zoo's ceo. The committee utilizes comparable compensation data for similarly qualified persons in functionally comparable positions at similarly situated organizations. They also use compensation survey data. The committee documents decisions regarding the compensation and reports their results to the executive committee, human resources and the cfo. The executive committee and the board chair approve the ceo's compensation after review and recommendation from the ad hoc executive compensation review committee. The president & ceo meets with human resources and the cfo to review performance and approve compensation for the zoo's officers and key employees. They review comparable compensation data for similarly qualified persons in functionally comparable positions at similarly situated organizations. They also use compensation survey data.”

“The society makes its governing documents, conflict of interest policy and financial statements available to the public through submission to the allegheny regional asset district in annual reports and otherwise upon request.”

“Deborah gross and mayor ed gainey are ex-officio directors of the board with no voting rights.”

“The finance committee is appointed by the board of directors and reviews the financial statements regularly throughout the year, at board meetings and at each of 5 committee meetings per year. One of these meetings is dedicated to audit review where the committee meets with the auditors without management present. The selection of the independent auditors is reviewed by the finance/audit committee as needed. This process did not change from the prior year.”