Bai Center

“Delegation of authority the by-laws of bai center provide that there shall be an executive committee of the board of directors to be composed of the chair of the board, vice-chair, president and chief executive officer, secretary and treasurer and the past chair of the board. The executive committee shall serve as a nominating committee to identify and nominate candidates for upcoming vacancies. The executive committee shall be authorized and empowered, in matters pertaining to such subjects and duties enjoined upon the board of directors which require decision as to policy and procedure in the interim between meetings of the board of directors, to act and make such decisions on behalf of the board of directors except as otherwise provided by law. All actions of the executive committee shall be reported to the board of directors. The executive committee may, from time to time, make its own rules governing its conduct of bai center business except where otherwise provided herein. The executive committee will approve the board of directors of prosight's subsidiaries and affiliates.”

“The bylaws were updated to change the total number of board members to a maximum of 18 and the number of officers to 5.”

“Form 990 review process the form 990 is prepared and reviewed by an external accounting firm, grant thornton advisors llc in conjunction with management. Once finalized, the form 990 is reviewed and approved by prosight financial association's controller, chief financial officer, chief administrative officer and executive committee.”

“Conflict of interest policy monitoring & enforcement prosight financial association's conflict of interest policy covers all board of directors and employees. For board of directors, an interested person must disclose the existence of a financial interest, as well as all material facts to the directors and committee members with governing board delegated powers, considering the proposed transaction or arrangement. The remaining board or committee members shall decide if a conflict of interest exists. For employees, an interested person must notify human resources as soon as such potential conflict arises. For board of directors, after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. For employees, human resources (hr) reviews the conflicts.”

“Process for determining compensation each year, bai and prosight financial association, through an overlapping hr committee, engage an outside hr consultant to benchmark executive compensation using data from a number of published salary surveys. The overlapping hr committee of the board of directors considers this benchmarking data, the compensation reported on form 990 for chief executives of comparable financial services trade organizations, the economic environment and bai/prosight business conditions when making compensation decisions. The hr committee recommends ceo compensation to the executive committee for their approval. The compensation approval process for the ceo is contemporaneously documented in the minutes of the board meetings. The hr committee also receives an annual disclosure of total compensation for all officers and leadership team members and approves the process for determining their compensation which is contemporaneously documented in the minutes of the hr committee.”

“How documents are made available to the public prosight financial association makes these documents available to the extent required by law.”

“On january 1, 2024, bai and bai center (collectively, the institute) executed a business combination transaction with the risk management association (rma) and its subsidiaries, the risk management foundation (the foundation) and rma model validation consortium llc (mvc).”

“Prosight financial association reimburses bank administration institute, a related party, fully for all employee time allocated to prosight financial association.”

“Bank administration institute (bai) is the common paymaster for prosight financial association (prosight). Form w-3 is filed under bai's employee identification number, therefore prosight does not file a w-3. The total number of prosight employees is 134, which is listed on line 2.”

“Consulting services 5,680,099. Direct services 1,484,567. Marketing services 386,282. Temps 210,574. Recruiting/relocation 144,462. Admin & support 106,252. Freelance writers services 45,150. Personnel services 30,473.”

“Inherent contribution 23,750,702. Intercompany transaction 12,605,911. Pension adjustment 17,318.”