Wnet

“"family or business relationship"”

“Daniel levine and james tisch have a family relationship. D. Ronald daniel and geoffrey sands have a business relationship; ed grebow and james tisch have a business relationship. Edgar wachenheim has a business relationship with john arnhold, john levin, and james tisch.”

“"the process of reviewing form 990"”

“A copy of the irs form 990 was distributed to wnet's audit committee and its board before it was filed. The audit committee and board reviewed the irs form 990 and made recommendations to wnet management prior to its filing.”

“"monitoring and enforcing compliance with the policy":”

“Wnet regularly and consistently monitors and enforces compliance with its written conflict of interest policy by requiring annual and ongoing disclosure of actual or potential conflicts, review of such disclosures by the general counsel and audit committee, and recusal by conflicted individuals when warranted. Specifically, wnet's written conflict of interest policy is distributed annually to all trustees, voting life trustees, officers, and key employees each of whom affirms receipt of the conflict of interest policy and submits a signed disclosure statement to wnet. Any prospective trustee must submit a signed conflict of interest disclosure statement prior to his or her election to the board. The annual disclosure statements are then reviewed by wnet general counsel's office. In addition each trustee, voting life trustee, and officer must report promptly any potential conflict of interest as and when it arises to the general counsel, who shall then inform the audit committee of the disclosure. (any disclosures by or involving the general counsel shall be made, in writing, directly to the audit commitee.) trustees, voting life trustees and officers are encouraged to consult with wnet's general counsel and/or the audit committee if they are unsure as to whether a conflict exists.a trustee, voting life trustee or officer with an actual or potential conflict of interest with regard to a transaction, agreement or arrangement before the board or a committee thereof, must disclose to the board or committee considering such transaction all material facts regarding the conflict, if not already known (in addition to notifying the and general counsel of the conflict). The interested individual may respond to questions during the information-gathering stage but may not participate in, or attempt to influence improperly the outcome of, (a) any final deliberations or vote on the question of whether a conflict of interest exists, and (b) any final deliberations or vote on the transaction. The interested individual may be asked to leave the meeting during deliberations and voting; but may, however, be counted in determining the presence of a quorum at a meeting, if present for the remainder of the meeting. There is also a conflict of interest policy applicable to employees, which is included in the employee handbook.”

“"the process of determining officers' compensation"”

“The personnel & diversity committee of wnet's board of trustees (the "committee") is responsible for the general oversight of wnet's compensation policies and practices, including the review and approval of the compensation of wnet's ceo and other senior managers. The committee's goal is to provide reasonable compensation to these officers and employees. To that end, wnet engages quatt associates, an independent compensation consultant, on an annual basis to review the compensation of wnet's senior managers, including its ceo. Quatt associates reviews each senior manager's total cash compensation against appropriate market medians and wnet's benefits program against appropriate market medians and its findings are presented to the committee. The committee complies with the "rebuttable presumption of reasonablenessx procedures for determining compensation under internal revenue code section 4958. The committee's deliberations and decisions regarding compensation arrangements are contemporaneously documented in the meeting minutes. Based on its analysis, quatt associates concluded that the compensation for wnet's senior managers for 2016/2017, including base pay, benefits, and retirement, was reasonable and consistent with compensation practices for not-for-profit organizations of similar mission to wnet, taking into account the market in which wnet operates. The committee considered quatt associates' compensation analysis and performance evaluations before approving the 2016/2017 compensation for each of wnet's senior managers.”

“See part vi, line 15 (a) above.”

“"availabilty of the documents"”

“Wnet has posted its governing documents (charter and by-laws) on its website, www.wnet.org. Wnet also posts on its website its latest finanicial statements, form 990, and its employee and trustee conflict of interest policies. The form 990 is also available through guidestar. In addition, the foregoing documents are available to the public upon request.”