Municipal Securities Rulemaking Board

“Decisions requiring approval by members or stockholders: all proposed rule changes adopted by the board of directors of the msrb must be approved by the securities and exchange commission prior to effectiveness, unless otherwise allowed by law.”

“Review of form 990 process: the board of directors of the msrb has an audit and risk committee that is charged with reviewing with management the organization's completed form annually prior to the filing of such form and reporting any findings or conclusions to the board of directors in connection with the committee's review of such form. The audit and risk committee conducted its review on 01/27/2025 and the board of directors conducted its review on 01/29/2025.”

“The msrb maintains conflicts of interest, code of conduct, and whistleblower policies for its board and staff. All board members and staff are trained annually on these policies and must sign various acknowledgments. The msrb requires officers, directors and key employees to disclose annually interests that could give rise to conflicts, and subsequently disclose updates. In connection with the election of new members of the board of directors, each candidate provides information to the msrb concerning potential conflicts of interest. In addition, certain organizational conflicts are effectively prohibited under section 15b(b) of the securities exchange act of 1934 due to the statutory requirements regarding qualification for membership on the board of directors. In particular, public representatives must be independent of any municipal securities broker, municipal securities dealer or municipal advisor. Msrb rule a-3 defines "independent" as having no material business relationship with any municipal securities broker, municipal securities dealer or municipal advisor, including at a minimum not currently or at any time within the last five years being associated with a municipal securities broker, municipal securities dealer or municipal advisor and not having a relationship with any municipal securities broker, municipal securities dealer or municipal advisor, whether compensatory or otherwise, that reasonably could affect the independent judgment or decision making of the individual. The msrb's general counsel reviews the director's conflicts of interest acknowledgement and disclosure forms and determines what actions, if any, need to be taken, including asking a board member to recuse him or herself from deliberations or voting on an action.”

“Process of determing compensation: under the msrb written compensation strategy and program, the finance committee (comprised of members of the board of directors) is responsible for making recommendations and the board of directors is responsible for approving the organization-wide compensation strategy. The annual salary budget is approved by the board of directors. At least once every four years, the compensation strategy and structure are reviewed and approved by the finance committee based on information received from an external salary consultant. Such review was completed and changes were approved by the board effective 07/24/2024. The external salary consultant compares the msrb with comparable peer organizations in the local geographic market and within the industry as appropriate. The full board approves the compensation of the chief executive officer, and the chief executive officer establishes the compensation of the key employees within the parameters and philosophy of the approved compensation strategy. Additionally, the chief executive officer annually provides to the board the salary, benefits, and total compensation of the senior management.”

“Documents available to the public: the organization's website (www.msrb.org) contains the following: securities exchange act of 1934 section 15b (statute creating the msrb), articles of incorporation, by-laws, governance-related administrative rules, board committee charters, code of ethics and business conduct, conflicts of interest policy, risk management program, whistleblower policy, audited financial statements, annual budget, most recent irs form 990 and certain financial policies.”

“The msrb protects investors, municipal entities, obligated persons, and the public interest by promoting a fair and efficient municipal securities market.”

“Msrb's mission is to protect and strengthen the municipal bond market, enabling access to capital, economic growth, and societal progress in tens of thousands of communities across the country. -we create trust in our market through informed regulation of dealers and municipal advisors that protects investors, issuers and the public interest. -we build technology systems that power our market and provide transparency for the investing public and other market participants. -we serve as the official source of market data that empowers better decision making and fuels innovation for the future.”