Prosight Financial Association

“BAI Center has no paid employees, and on its From 990, Part V, Line 2A, reports all payroll paid by a related party, Bank Administration Institute, that is paid via common paymaster. Delegation of Authority Form 990, Part VI, Line 1A Executive Committee The by-laws of BAI Center provide that there shall be an Executive Committee of the Board of Directors to be composed of the Chairman of the Board, Vice-Chairman, President and Chief Executive Officer, Secretary and Treasurer, the Past Chairman of the Board, and the Counselor to 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 BAI's subsidiaries and affiliates.”

“Form 990, Part VI, Line 2 BAI center is an educational organization serving the financial services industry. Its board members are all employees of financial organizations which utilize BAI's educational resources. The employers of its board members do business with each other on a daily basis in the ordinary course of business (e.g. each bank clears checks from the other banks).”

“Form 990, Part VI, Line 11b The organization sends the tax return to each voting member of the organization's Board of Directors in electronic form prior to its filing with the IRS. The Board of Director members will conduct a review of the Form 990 (including required schedules) and will have the opportunity to ask questions and make comments. Any final changes are incorporated into the return before the final draft is filed with the IRS.”

“Form 990, Part VI, Line 12C BAI Center's conflict of interest policy covers all Board of Directors and employees. For Board of Directors, an interested person must disclose the existence of the financial interest by giving the opportunity to disclose all material facts to the directors and member of committee 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.”

“Form 990, Part VI, Line 15a Each year, BAI Center, through its related organization, Bank Administration Institute, engages an outside Human Resources consulting firm to benchmark executive compensation using data from a number of published salary surveys. The Human Resource Committee of the BAI 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 business conditions when making compensation decisions. The Human Resource Committee also receives an annual disclosure of total compensation for all officers and leadership team members. This process was last completed in September 2016. The Human Resource Committee recommends CEO compensation to the full Board of Directors for their approval. The compensation approval process for the CEO is contemporaneously documented in the minutes of the Board meetings.”

“Form 990, Part VI, Line 19 BAI Center does not make its governing documents, conflicts of interest policy or financial statements available to the public.”

“Other changes in net assets or fund balances consist of: Intercompany Transaction....... ($3,751,062) Rounding Difference............ ($3) TOTAL.......................... ($3,751,065)”