Wnet

“Family or business relationship elise jaffe, morris offit, and daniel levine had a business relationship.”

“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 wnets 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 chief legal officer and audit & risk assessment committee, and recusal by conflicted individuals when warranted. Specifically, wnets 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 wnets chief legal officer. 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 chief legal officer, who shall then inform the audit committee of the disclosure. (any disclosures by or involving the chief legal officer shall be made, in writing, directly to the audit & risk assessment committee.) trustees, voting life trustees, officers and key employees are encouraged to consult with wnets chief legal officer and/or the audit & risk assessment committee if they are unsure as to whether a conflict exists. The audit & risk assessment committee, in consultation with the corporate secretary and chief legal officer, 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 chief legal officer 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 people and culture committee of wnets board of trustees (the committee) is responsible for the general oversight of wnets compensation policies and practices, including an annual review and approval of the compensation of wnets ceo and other senior managers. The committees 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 wnets senior managers, including its ceo. Quatt associates reviews each senior managers total cash compensation 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 committees deliberations and decisions regarding compensation are contemporaneously documented in the meeting minutes. Based on its analysis, quatt associates concluded that the compensation for wnets senior managers for 2023/2024, including base pay, benefits, and retirement, was reasonable and consistent with compensation practices for non-profit organizations with similar missions, taking into account the market in which wnet operates. The committee considered quatt associates compensation analysis and performance evaluations before approving the 2023/2024 compensation for each of wnets 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 & 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.”