Wnet

“"family or business relationship" susan wallach and edgar wachenheim,iii have a family relationship. Edgar wachenheim,iii has a business relationship with marlene hess, fritz hobbs, willard overlock, jr., and susan wallach.”

“"delegation of control" wnet has engaged a third party financial advisor to provide investment manager fiduciary services for its tax deferred annuity retirement plan.”

“"the process of reviewing form 990" a copy of the irs form 990 was distributed to wnet's audit & risk assessment committee and its board before it was filed. The audit & risk assessment 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 the office of wnet's general counsel. In addition, each trustee, voting life trustee, officer and key employee must report promptly a conflict of interest or possible 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 committee.) trustees, voting life trustees, officers and key employees are encouraged to consult with wnet's general counsel and/or the audit committee if they are unsure as to whether a conflict exists. The audit committee, in consultation with the corporate secretary and general counsel, will review actual or potential conflicts of interest and will advise wnet senior management and/or the chairman of the board on the proper course of action as well as implementation of the policy. A trustee, voting life trustee, officer or key employee 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 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 only 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 manger'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 reasonableness" 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. At the outset of the covid-19 pandemic and due to the related economic uncertainty, wnet management instituted a self-imposed salary reduction that lasted through most of the 2020/2021 fiscal year until salaries were restored in april of 2021. As a result, wnet did not engage quatt associates to perform a compensation analysis during 2020/2021 and the committee did not revisit the reasonableness of the compensation paid to wnet's senior managers as there were no proposed increases from 2019/2020, a period for which quatt associates had concluded that the compensation for wnet's senior managers, 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.”

“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 & officer conflict of interest policies. The form 990 is also available through guidestar. In addition, the foregoing documents are available to the public upon request.”

“"part iv, line 18: fundrasing event" an annual gala special fundraising event is normally held in person. However, this event was held virtually in fiscal year 2021 where wnet was able to raise contributions but no direct benefit was provided to the donors.”