Phipps Conservatory and Botanical Gardens Inc.

“During the intervals between meetings of the board, the executive committee may exercise all the authority of the board in the management of the property, business and affairs of the corporation, except that the executive committee shall have no power or authority as to the following: (i) the filling of vacancies on the board, (ii) the filling of vacancies on the executive, audit, finance, trusteeship, development and compensation committees, (iii) the adoption, amendment or repeal of the bylaws, (iv) the amendment or repeal of any resolution of the board. Significant actions of the executive committee shall be reported at the next meeting of the board. Meeetings of the executive committee may be called, and shall be chaired, by the chairman of the board, or in his absence, the vice chairman of the board.”

“The form 990 is completed by an independent public accounting firm and is reviewed and approved by the audit committee. A copy of the form 990 is provided to the board of trustees.”

“On a yearly basis, all members of the board of trustees are provided the phipps conflict of interest policy and the related procedures. They are then required to complete the conflict of interest disclosure statement identifying any potential conflicts, identifying any other boards they may be a member of, and identifying their employer. The trusteeship committee of the board of trustees is the group responsibile for assuring that every disclosure statement is returned. Phipps' board of trustees consistently has 100% participation in this process. Trustees that have a conflict are asked to voice their affiliations in committee and full board meetings where a decision related to that affiliation via vote will be made. Once voiced, the trustee abstains from voting on the decision.”

“The compensation of the executive director is determined each year by the compensation committee of the board of trustees. This process has been in place since 1993 when phipps became a private non-profit. In the current year, the compensation committee employed an external firm to perform benchmarking analysis regarding both the salaries of the executive director and the departmental directors. The compensation of the departmental directors is determined by the executive director and discussed with the chairperson of the board of trustees. The overall raise percentages are approved and discussed as part of phipps' yearly budgeting process. The budget itself is then approved by the board of trustees before implementation.”

“Phipps makes all governing documents, conflict of interest policy, and financial statements available for public viewing. Any person interested in this information can contact the cfo in advance to make arrangements to view the information on site, or if appropriate, the information can be mailed or e-mailed to the individual for review. See contact information in part vi, section c, item 20.”

“Professional fees: program service expenses 812,334. Management and general expenses 0. Fundraising expenses 2,775. Total expenses 815,109. Security: program service expenses 135,846. Management and general expenses 0. Fundraising expenses 0. Total expenses 135,846. Temporary labor: program service expenses 79,888. Management and general expenses 0. Fundraising expenses 0. Total expenses 79,888. Outside winter garden light installation: program service expenses 69,750. Management and general expenses 0. Fundraising expenses 0. Total expenses 69,750. Outsourced it: program service expenses 62,379. Management and general expenses 0. Fundraising expenses 0. Total expenses 62,379.”

“Deffered tax benefit expense -174,000.”

“The audit committee of the board of trustees assumes the responsibility for oversight of the audit of the financial statements. The audit committee meets at least once a year to review the financial status of phipps and also meets as a committee with the external independent auditors to review the audited financial statements. After review by the audit committee, the audited financial statements are provided to the full board of trustees for final approval and publication. In addition, each year, the audit committee discusses the selection of the independent external accountants. The committee makes a recommendation to continue with the current auditors or to bid out the process to the full board of trustees who then vote on the final recommendation.”