Prosight Financial Association

“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 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 review process the organization distributes the tax return electronically to each voting member of the board of directors prior to it's filing with the irs.”

“Conflict of interest policy monitoring & enforcement 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 a financial interest, as well as all material facts to the directors and commitee 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 bai center, through an overlapping hr commitee, 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/baic business conditions when making compensation decisions. The hr 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. 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 bai center does not make its governing documents, conflicts of interest policy or financial statements available to the public.”

“Bai center reimburses bank administration institute, a related party, fully for all employee time allocated to bai center”

“Intercompany transaction -2,880,390. Pension adjustment 32,584.”