Amherst H Wilder Foundation

“The board of directors does not have an executive committee with broad authority to act on its behalf. However it does have board committees that have been delegated specific responsibilities and authority to act on behalf of the full board. Committee authority to act is limited to those areas specifically delegated to them.”

“The form 990 is prepared by the foundation's auditors with assistance from financial services and corporate compliance staff, other departments may be called upon to provide additional information or assistance as required. Preparation of the form 990 begins after completion of the foundation's june 30 fiscal year-end audit. A draft of the document is reviewed by foundation staff (financial services and corporate compliance) and is then presented to the audit and compliance committee of the board of directors for review and approval. Once the audit and compliance committee has reviewed and approved the draft, the form 990 is then submitted to the full board for approval and submission to the irs, the state of minnesota and any other states as required.”

“It is the policy of the foundation to identify, address and actively manage issues of actual, potential and perceived conflicts of interest involving all trustees, officers, and employees. Covered individuals are required to complete, and update as needed, an annual conflict of interest disclosure form. Any potential conflict involving a member of board, corporate officer, senior management or key employee is reviewed by the chair of the board, the president and the compliance director. When an appearance of impropriety or actual conflict of interest exists, appropriate action is taken, which varies depending upon the particular facts. The individual involved in the conflict situation works cooperatively with the appropriate foundation personnel to achieve a resolution of the conflict issues in the best interests of the foundation. This may include removing the individual from a position of decision-making authority with respect to the conflict situation or other more serious actions, depending upon the nature of the conflict. If the conflict involves a contract or agreement being entered into, the conflict must be disclosed and the steps taken to address the conflict documented. This documentation is provided and kept on file in the corporate compliance department.”

“The governance committee set forth that the organization would obtain and use appropriate compensation data to set executive compensation levels that are aligned with the organization's mission and values. Annually, the human resources committee of the board discusses results of a recent review of officer compensation related to fiscal year salary ranges. The ranges are determined by using comparable market data. Through this process, the pay range for the president/ceo position is determined and recommended by the human resources committee of the board to the full board for approval. After the fiscal year base pay salary range is approved for the position the governance committee reviews the market salary analysis and recommends market pay movement for the president for approval by the board of directors. The president's performance review is also conducted annually in a separate process, reviewed by the governance committee, and approved by the board of directors. The process includes a clear determination of the performance objectives for the current fiscal year; a review and analysis of the performance objectives outcomes following the end of the fiscal year; and a final determination of performance pay for the position. This process was conducted to determine the fiscal year 2018 and fiscal year 2019 compensation for the president. The method used for determining the compensation levels for all officers of the organization, with the exception of the president, is subject to review by the human resources committee and approval by the board of directors. In determining reasonable compensation, consideration is given to the amount ordinarily compensated for like services, by like enterprises (whether taxable or tax exempt), and under like circumstances. This process was conducted to determine the fiscal year 2018 and fiscal year 2019 compensation range of the vice president, cfo, treasurer, assistant treasurer, assistant secretary, and key executives of the foundation.”

“The foundation makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Wilder foundation benefits currently include health benefit plan premiums, life and disability insurance premiums that are non-taxable. A defined benefit retirement plan, due to economic and investment market issues, has been frozen by the foundation. However the foundation provides lump sum and matching contributions to employee 401k plan accounts. The combination of these benefits to officers and key employees resulted in significant other compensation being reported for these employees for the fiscal year ended june 30, 2018.”

“Pension additional minimum liability 4,114,373. Gain on interest rate swap adjustment 213,013.”