Guthrie Theatre Foundation

“Lifetime directors may not vote or be counted towards a quorum. The executive committee is made up of all the officers, the chairs of all board committees and up to 3 additional directors designated by the chair - all are members of the governing body. From the bylaws: "the executive committee shall have and may exercise all of the powers of the board when the board is not in session, except with respect to: a)the election of members of the board; b)the removal of a member of the board; and c)the amendment or repeal of bylaws or the adoption of new bylaws."”

“The return is distributed electronically to the full board for review.”

“Each year, all board members and senior executives submit to management a written disclosure statement identifying any known, real, and potential conflicts of interest. A summary of these conflicts is reviewed by the governance committee and reported to the board. Additionally, management reviews the documents and conducts business with outside parties based solely on what is in the best interest of the theater. A director shall disclose any real or potential conflict of interest the director may have in a board decision before the board or the executive committee reviews the transaction and takes action. After disclosure of the facts pertinent to a potential conflict of interest, the director shall leave the meeting while the remaining directors determine whether the facts constitute a conflict of interest. A director who has been determined to have a conflict of interest may make a factual presentation at the meeting, but after such presentation, he or she shall leave the meeting during the discussion of, and the vote on, the contract or transaction that results in the conflict of interest. A director who has been determined to have a conflict of interest in respect of a matter shall refrain from participation in the discussion of the matter and shall abstain from voting on the matter. In addition, a director who has a conflict of interest shall not be considered present in determining whether a majority of all members of the board of directors or the executive committee, as the case may be, is present for the meeting at which the transaction that results in the conflict of interest is to be voted upon.”

“The director position compensation is discussed and approved by a special committee of the bod. An independent compensation consultant is retained to help determine a reasonable amount of compensation based on specific criteria. As part of the independent consultant's review, comparable executive compensation data from other large cultural institutions across the country is used. The last time this process was conducted was in 2023.”

“All policies and financial data are available upon request.”

“CHANGE IN ANNUITY 1,035.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”