San Francisco America'S Cup Organizing Committee

“Form 990 was prepared by an external accounting firm. The return was reviewed by the organization's ceo, cfo and coo, and then forwarded to the entire board of directors and audit committee for their review. During this time, the tax preparer responded to questions and comments from board and audit committee members. Subsequent to the board and audit committee review phase, a complete copy of the form 990 was provided to the entire voting board and committee before the return was filed.”

“The board of directors is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflict of interest policy, an annual conflict of interest questionnaire, aimed at determing any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers, employees and committee members). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the conflict of interest policy; (2) has read the policy and understands said policy; (3) agrees to comply with all requirements of the policy, including completing the conflict of interest questionnaire. The completed questionaires are reviewed by the board and any persons with actual or potential conflicts are informed via written communication. The procedures for addressing any conflict of interest includes, but is not limited to, the following: (1) the conflicting interest is fully disclosed to the board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval of such transaction; (4) alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; (5) any conflicting issues during the course of a board meeting which cannot be resolved is referred to a disinterested person or committee; and (6) the transaction or action must be approved by a majority of disinterested persons.”

“The board, comprised solely of independent directors, none of whom have a conflict of interest with respect to the compensation arrangement, was accountable for setting a reasonable compensation package for the chief executive officer (ceo). The board developed, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining increases and variable compensation criteria for the ceo. The board also hired a qualified independent compensation and benefits specialist (independent expert) to review, analyze and provide benchmarking data for the total compensation and benefits packages of the ceo. Appropriate comparability data was obtained from the independent experts, i.e.,total economic benefits paid by similarly situated organizations for similar job responsibilities. The board's written records include (1) the terms of the compensation arrangement and the date the arrangement was approved; (2) a description of the comparable data relied upon by the board and how the data was obtained; (3) documentation of the compensation decisions made by the board; and (4) the members of the board who approved the transaction.”

“While federal laws do not mandate that the organization's tax returns, governing documents, conflict of interest and financial statements be made available for public inspection. The organization makes the financial statements available upon request.”

“Contracted services - city & co of san francisco: program service expenses 1,675,213. Management and general expenses 0. Fundraising expenses 0. Total expenses 1,675,213. Contracted services - other: program service expenses 816,343. Management and general expenses 30,018. Fundraising expenses 533,680. Total expenses 1,380,041.”

“The audited financial statements include a donated non-cash asset which is not recognized for purposes of this form 990: 2011 2012 2013 future leasehold rights $26,892 $13,446 $13,446”

“There has been no change in the process of selecting the auditor and reviewing the annual audit in the past year.”