Fondation Merieux USA Inc

“Fondation merieux does not have any subcommittees of the board.”

“The form 990 was prepared by the outside accountants and reviewed by management. A copy was shared with the board of directors prior to filing with the irs.”

“Officers and directors are annually required to sign a conflict of interest policy statement. In connection with any actual or possible conflict of interest, an interested person may make a presentation at the governing board meeting. After the presentation, they leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board, if appropriate, appoints a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board determines whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board determines by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it makes its decision as to whether to enter into the transaction or arrangement. If the governing board has a reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it informs the members of the basis for such belief and affords the member an opportunity to explain the alleged failure to disclose. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board determines the member has failed to disclose an actual or possible conflict of interest, it takes appropriate disciplinary and corrective action.”

“The compensation is reviewed annually in performance reviews with the chairperson of the board and director general of fondation merieux.”

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

“The committee that assumes responsibility for oversight of the audit and the process used to oversee the audit have not changed from the prior year.”