National Restaurant Association

“The number of voting members includes Past Chairs with voting rights”

“The National Restaurant Association has 71 board members. For operating purposes, the Organization presumes that some of those board members, from time to time, may have family or business relationships with other board members. The Organization does not solicit, collect or maintain any formal records of family or business relationships that directors may have with each other, however, the officers, key employees, and voting board members of the Organization are required to submit conflict of interest disclosure statements on an annual basis. Where a board member has disclosed a family or business relationship with another board member, that information is reported. See the following: Richard Brennan and Ralph Brennan - Family Relationship.”

“The National Restaurant Association is organized as a corporation with members who have the right to participate in the Organization's governance.”

“The Board elects the officers of the governing body of the National Restaurant Association who are nominated by the Board Governance Committee.”

“Members have the right to approve decisions of the governing body's election of directors and officers.”

“The Form 990 is reviewed by the governing body's leadership which includes the following positions: Officers of the Association including the Chairman, Vice Chairman and the Treasurer/Chairman of the Audit/Finance Committee of the Board. The 2018 Form 990 was distributed to and reviewed by this leadership group prior to filing.”

“Officers and Directors are required to disclose conflicts of interest annually to the Chair of the Board of Directors. For each interest disclosed to the Chair, the Chair will determine whether to: (a)take no action; (b) assure full disclosure to the Board of Directors and other individuals covered by this policy; (c) ask the person to recuse from participation in related Association discussion or decisions; (d) ask the person to resign from the Association position, or, if the person refuses to resign; become subject to possible removal in accordance with removal procedures in the Association bylaws. The President and CEO and CFO monitor proposed or ongoing transactions for conflicts of interest and disclose them to the Chair in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occurred.”

“The National Restaurant Association Compensation Committee meets three times a year to review compensation. The Committee reviews and approves the compensation of the Chief Executive Officer, and reviews the compensation of her direct reports. An outside consultant uses comparable data for similarly qualified person in functionally comparable to positions at similarly situated organizations. Contemporaneous documentation of these decisions regarding the compensation arrangement are kept on file.”

“The Organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request for the same period of disclosure set forth in IRC Section 6104(d).”

“In November 2018, NRA sold substantially all of the assets and liabilities related to the annual trade show known as "The National Restaurant Association Show" to Winsight, LLC, an unrelated private company. Consideration received included a promissory note and an equity investment in Winsight Holdings LLC. A sponsorship agreement provides annual royalty payments equal to two percent of the gross revenues of the Show for 45 years, beginning in 2019.”