Eastern State Penitentiary Historic Site Inc.

“Under the organization's bylaws, certain directors and officers serve as members of the Executive Committee of the organization. The Executive Committee is authorized to act for the Board of Directors between its regular meetings.”

“The organization made two changes to the by-laws: 1) The terms of board officers changed from one year to two years. 2) The organization added the City of Philadelphia's 5th District Council Representative and the Commissioner of Public Property to the board as required by the city.”

“Management and outside counsel for ESPHS review the draft Form 990. ESPHS' independent auditor formally presents the audited annual financial statements and the draft IRS Form 990 to the ESPHS Board of Directors (the "Board") Finance Committee. The Finance Committee reviews the audited financials and the draft of the IRS Form 990 in-depth. The Committee approves the IRS Form 990 for the Board. The Committee then prepares an audit presentation to the Board at a formal Board meeting and requests the Board's approval of the audited annual financial statements.”

“ESPHS regularly and consistently monitors and enforces compliance with its Conflicts of Interest Policy (the "Policy"). All officers, members of the Board, key-employees and members of committees with Board-delegated powers are required to comply with the Policy. Each such individual is provided with a copy of the Policy and is then required to review it and sign an acknowledgment of his or her understanding and commitment to comply with the Policy; non-compliance with the Policy is subject to disciplinary action including, but not limited to, dismissal from ESPHS. Prior to entering into any transaction or arrangement that might benefit or inure to the benefit of an "Interested Person" (as that term is defined in the Policy), such transaction or arrangement is discussed in great detail by the Board (excluding any Board member(s) that may be an Interested Person). Each and every member is required to fully disclose any and all benefit he or she may directly or indirectly derive from, or because of, any transaction or arrangement. To the extent a transaction or arrangement has already been entered into, in the event such transaction or arrangement is questionable pursuant to the Policy, or someone has a question about, or issue with, how such arrangement or transaction is benefiting an Interested Person, it is reported, or brought, to the attention of the Chairperson of the Executive Committee (the "Chair") who conducts an investigation to determine if a violation of the Policy has occurred. If the Chair determines a violation has occurred, the matter is referred to the Board for appropriate disciplinary and corrective action. If the Chair is unable to make such a determination, the Chair presents his or her investigation to the entire Board to make the determination. All existing transactions and arrangements that are in effect for longer than a year are reviewed each year by the Board to determine whether a conflict of interest, in accordance with the Policy, exists. The Executive, Governance and Nominations Committees constantly review transactions, nominations and other arrangements in accordance with the Policy. In the event any of the aforementioned committees finds an issue with an existing transaction or arrangement or are unable to make a determination, the issue is presented to the entire Board to determine whether the transaction or arrangement violates the Policy.”

“Compensation for officers and all key-employees is determined annually by the Board's Compensation Committee, and reported to the Finance Committee when it sets the annual budget. The Compensation Committee and Executive Committee members involved in pay decisions are free from conflicts of interest with respect to their efforts in determining compensation levels. The CEO's compensation is recommended by the Compensation Committee for approval by the Board's Executive Committee. The Board's Compensation Committee incorporates relevant marketplace data for each job (examining Museums and other Arts and Culture Non-profits of roughly the same size as well as some general industry data for administrative roles), incorporating reputable studies performed by organizations such as the American Association of Museums into its analysis, its decision making process and the salary budget worksheet. External data is carefully "aged" to a common date in time and regionally adjusted where appropriate Decision makers on the Board, base compensation recommendations and decisions on their own research or on input from independent external consultants using outside information for similarly qualified persons in functionally comparable positions at similarly situated organizations. Independent compensation consultants have no past, present or potential future conflicts of interest that would compromise such firms' independence in conducting analyses. Fees received by any independent compensation consultant are not contingent upon the adoption of any particular action or event resulting from either their work process or the use of their recommendations and analyses. The Finance Committee presents the draft budget and salary/compensation recommendations to the full Board with all of the relevant salary and compensation studies for Board approval. The decision makers on the Compensation Committee and the Executive Committee receive detailed analyses, and have ample opportunity to ask questions of the analyst who prepared them. Members of Management neither exert undue influence nor drive the conclusions of the compensation analyses, and they are recused during deliberations about their pay. The Committee and the Board finalize and contemporaneously document all recommended compensation actions within 60 days of the meeting, prior to any such person's receipt of money or other economic benefits. ESPHS has established a rebuttable presumption of reasonableness under Treasury Regulations section 53.4958-6(a).”

“ESPHS provides its governing documents, the Policy, and its financial statements to the public upon request and all Board members receive a copy of such documents every year.”