Detroit Regional Chamber

“The board of the detroit regional chamber consists of up to 87 prominent business leaders from the community representing a diversity of business sectors. There are board members whose companies have "arms length" business transactions with other board members' companies. The chamber's board members are also in high demand to serve on other boards. It is not unusual for some of the chamber's board members to sit on other boards, including companies that are represented on the chamber board.”

“The detroit regional chamber is a membership organization, refer to the information provided for part vi, section a, lines 7a and 7b below for further details.”

“By the last day of march each year, the nominating and governance committee selects 20 candidates to be proposed for election to serve three year terms on the board of directors, and also selects up to 20 candidates for appointment to the board of directors for one-year terms. The names of up to 20 candidates proposed by the nominating and governance committee for appointment for one year terms to the board of directors are presented for approval by the board of directors at its april meeting. A ballot is prepared by the nominating and governance committee with the names of the 20 candidates proposed by the nominating and governance committee for election for three-year terms, as well as spaces for names of additional nominees for election. This ballot is published in the detroiter magazine, which is aviailable online, at least 30 days prior to the election. Voting members are requested to vote and return the ballot in person, by mail, or email. The 20 candidates receiving the most votes are elected to the board.”

“In addition to the information disclosed above in the response to part vi, section a, line 7a, the general membership has voting and approval rights at the annual meeting and special meetings, according to sections 2.4 and 2.5 of the amended and restated by-laws of the detroit regional chamber. "2.4 annual meeting- the annual meeting of the voting members of the corporation shall be held at the time determined by the board of directors and stated in the notice of meeting." "2.5 special meetings- special meetings of the voting members of the corporation may be called by the president or the secretary at the written request of 5% or more of the voting members in good standing and entitled to vote, which written request shall state the purpose of the proposed special meeting." "a nominating and governance committee of the board of directors has a purpose to- identify and recommend to the full board of directors nominees to serve on the board of directors and to serve as officers of the chamber- discharge the duties and responsibilities of the board of directors with respect to the corporate governance of the chamber- fulfill the duties and responsibilities set forth in the chamber by-laws and in the committee charter."”

“Form 990 is prepared by an independent cpa firm and is reviewed by the chief executive officer, the chief operating officer, and the chief financial officer. The board of directors has appointed an audit and finance committee, which is a committee of the board of directors. The audit and finance committees primary function is to assist the board of directors in fulfilling its oversight responsibilities by reviewing the financial information which will be provided to the chamber and others, the system of internal controls which management and the board have established and the audit process. In doing so, it is the audit and finance committee's responsibility to provide an open avenue of communication between the board of directors, management and the chamber's external auditors prior to submission of form 990. The return is reviewed with the chair of the audit and finance committee.”

“The board of directors and staff of the chamber are expected to maintain the highest ethical standards in conducting the business of the chamber. All staff have signed an acknowledgment stating they are familiar with and understand the chamber's conflict of interest policy. The policy is a 12 question "annual questionnaire" on conflict of interest that is given to each board member. This questionnaire includes disclosing any known conflicts. Each board member's signature is required and the following statement is included in the questionnaire "as a member of the board of directors of the detroit regional chamber, i understand that certain disclosures regarding independence and transactions with interested persons are required by the board members of the detroit regional chamber. I agree to promptly update the information contained on this form should i become aware of a situation that may lead to independence issues, conflict of interest, or transactions with interested persons. I also agree to disclose the information contained on the form immediately during a meeting should i become aware of the situation that may lead to independence issues, conflicts of interest, or transactions with an interested person that requires discussion or voting." the conflict of interest questionnaire is sent to members of the board of directors annually and is kept on file in the president's office.”

“The purpose of the compensation committee (the "committee") of the board of directors of the detroit regional chamber is to discharge the duties and responsibilities of the board of directors with respect to the compensation of the ceo, as well as other executive officers of the chamber who report directly to the ceo, plus any employee of the chamber whose total compensation equals or exceeds that of any of such direct reports with such direct reports and other employees referred to as "covered employees and to fulfill the following duties and responsibilities: -annually review and approve the goals and objectives of the ceo and of the chamber. -conducting an annual appraisal of the ceo based upon previously approved goals and objectives. -establishing and approving all forms of compensation and benefits for the ceo. -based upon input from, and the recommendation of, the ceo, and based upon documented performance evaluations, annually approving all forms of compensation and benefits for the covered employees. -keeping abreast of current developments in executive compensation relative to the chamber of commerce industry and relative to best practices in the business and nonprofit communities. -establishing and periodically reviewing and updating succession plans for the ceo. -periodically reviewing succession for the covered employees as developed by the ceo. -when appropriate as determined by the chair of the chamber, leading the selection process to identify and employ the successor to the ceo. -before the adoption of any material changes to significant compensation and benefit plans generally available to all employees of the chamber, review and, if determined to be appropriate by the committee, recommend any such adoption of material changes for consideration by the board of directors of the chamber. -periodically reviewing with the ceo the human resources policies employed by the chamber. -providing input to the board of directors and the ceo on whether compensation arrangements for the chamber executives incentivize unnecessary and excessive risk taking. -overseeing any other compensation matters as may be directed by the board of directors from time to time. The compensation committee consists of seven members, each of whom must be a current member of the board of directors of the chamber, comprised of the following individuals: -the chair of the chamber -the first vice-chair of the chamber -the immediate past chair of the chamber -the general counsel of the chamber and -three individuals, meeting the following criteria: each individual must be recommended by the chair of the chamber and approved by the executive committee or the board of directors- each individual, unless otherwise approved by the executive committee or the board of directors, must be independent of any material affiliation with the chamber in terms of business conducted directly or indirectly with the chamber. At least one of these three individuals must have experience in human resources and/or compensation-related matters, as determined by the chair of the chamber. These three individual members are classified into three classes with staggered terms of three years, with the initial terms of the first class, the second class, and the third class expiring on june 30, 2024, 2025, and 2026, respectively, and the subsequent terms of each class to be three years. Each of these individual members may be appointed for successive terms. In addition the ceo serves as an ex-officio and non-voting member of the compensation committee. The chamber engaged mercer in 2009 to complete a review of the compensation, prerequisites, and supplemental benefits of the chambers executive positions, to assist on a review of the organizations structure, and to develop recommendations for an executive compensation strategy and an annual incentive plan framework. The chamber followed up in 2012 with an update to compensation for executive staff and added approximately 20 staff”

“The chamber's governing documents, conflict of interest policy, and financial statements are not available to the public.”

“Detroit regional chamber's audited financial statements are prepared on a consolidated basis between it and its supporting organizations of detroit regional services, inc., detroit regional foundation, inc. And michigan future, inc. This has not changed from the prior year.”