Biotechnology Innovation Organization

“The board of directors shall designate, by resolution and with a quorum present, not more than nineteen (19) directors of the board to act as an executive committee. The executive committee shall consist of the seven (7) elected officers of the organization (as defined in article viii); the immediate past chair of the organization; the vice chairs of each section's governing board; and the balance being at-large directors from the full board. If the immediate past chair is no longer eligible to serve on the full board, an additional at-large director from the full board shall be selected for the executive committee. The executive committee shall have, and be authorized to exercise, all powers of the full board, except: (a) the power to elect or remove elected officers or directors, to change the size of the board, to change eligibility, qualifications or rights of membership, to approve the financial budget for the organization, or to make determinations as to director and officer compensation, where applicable; and (b) the power to amend the articles of incorporation or the bylaws of the organization. The executive committee shall report to the board of directors at the next meeting on its actions since the last meeting of the full board and submit such actions for ratification by the board of directors.”

“Based on responses to a survey distributed to each member of bio's board of directors, two directors - kristine peterson and daniel junius -- had a business relationship in 2014 as defined by the form 990 instructions”

“The bylaws were amended on june 23, 2014, to enact the following changes: (1) to alter the size and composition of the health section governing board so as to permit greater participation by large firms members, while ensuring that emerging and established companies maintain a majority of available seats on the governing board and on the relevant nominating committee; and (2) to eliminate the restrictions regarding the percentage of "designated officers" from large firms on the section governing boards, while providing additional guidance to the relevant nominating committees on the factors that are relevant to assessing the credentials of proposed designated officers.”

“The members of the organization shall be divided into four classes; core members, associate members, affiliate members, and center members, defined as follows: (a) core members. Any corporation, partnership, association, or other entity organized for profit, a substantial percentage of whose business activities involve biotechnology, genomics, bioinformatics or related new technologies, is eligible for membership. Core members are those entities that utilize biotechnology, genomics, bioinformatics or other related new technologies in research, development, testing, manufacturing, or sales of product or information, as well as other firms the board so characterizes and places in this category. Core members shall be grouped in the following subcategories: (i) emerging companies, which are firms that employ less than 350 persons and that do not have a therapeutic or diagnostic product approved for sale in the u.s. Market; (ii) established firms, which are those firms that employ 350 or more persons or that have a therapeutic or diagnostic product approved for sale in the u.s. Market; and (iii) large firms, which are established firms that have annual worldwide sales of biotechnology products in excess of $1.5 billion; and (iv) non-domestic companies, which are core members without significant operations in the united states or significant collaborations with a u.s. Entity. (b) associate members. Any corporation, partnership, association, or other entity organized for profit, a substantial portion of whose activities involve providing services or products of benefit to companies whose principal business is biotechnology, is eligible for associate membership. Associate members are those commercial entities which do not necessarily utilize biotechnology; e.g. Technical support, equipment, construction, accounting, and law firms that service the biotechnology industry, as well as other firms that the board characterizes and places in this category. (c) affiliate members. Any governmental or nonprofit entity or country, state or regional industry, trade or professional association with an interest in, or a mandate to promote the development of, biotechnology is eligible for affiliate membership. There shall be no size tests applied to affiliate member applicants. (d) center members. Any institution, not generally eligible for core membership that is sponsored by a state, region, or academic institution and works in support of commercial biotechnology may be eligible for consideration as a center member.”

“At all membership meetings of the organization, each current member shall have one (1) vote and may take part in the voting in person or by proxy. For each section in which the member participates, each member shall have the right to vote on the election of directors for the section governing board, but shall have no other voting rights except on matters brought to the membership by any such governing board or the organization's board of directors.”

“The form 990 and related schedules are prepared by the organization's certified public accountants under the guidance of the cfo. The cfo and the controller thoroughly review all calculations and schedules to confirm they reflect the actual financial results of the organization. The complete form 990 is then reviewed internally by the ceo, coo, cfo, and controller in consultation with legal counsel and, as appropriate, further consultation with the organization's certified public accountants. Finally, once all internal reviews are completed, the form 990 is provided to the chairman of the board and all members of the bio executive committee for their review, questions and/or comments, prior to filing with the irs.”

“Bio takes several steps to address compliance by employees and directors with its conflicts of interest policy. Bio trains all new employees and directors on various aspects of bio's compliance program, including conflicts of interest, and bio's written conflicts of interest policy requires all employees to disclose any outside personal business interests to their supervisor. Bio's general counsel regularly advises bio's executives and supervisors on such matters. Bio also contracts with an independent organization to provide employees and others with the ability to file anonymous reports concerning the violation of any laws or bio policies, including allegations of potential conflicts of interest, and bio has a process in place to follow up on any such complaints in a timely and thorough manner. Further, bio undertakes a questionnaire sent annually to each member of its board of directors seeking disclosure of any potential conflicts of interests they may have, or their family members may have, associated with businesses or organizations that do business with bio. Potential conflicts are monitored and reviewed at the management and senior management level of the organization, and depending on the conflict, determinations may be made at the board or senior management level. A conflict at the board level will normally result in recusal of the individual from participation or activities with respect to the relevant subject matter. At the staff level, the applicable bio supervisor is informed of the potential conflict and is required to take all appropriate steps to ensure that the individual does not participate in, or receive confidential information relating to, any bio activity related to the subject matter of the conflict, up to and including, where appropriate, termination of such employee.”

“The performance and compensation of the president and ceo of bio for 2014 was reviewed and determined in a process that was led by the chairman of the board and involved the full executive committee of the board. The bio executive committee, which is comprised of independent bio board members, leads and undertakes this annual process. If needed in carrying out this process, the members of the executive committee can be assisted and counseled by both independent outside legal counsel who is an expert in this area of the law, and an independent outside consultant that provides benchmarking services and information on executive compensation issues. The underlying executive employment agreement was revised and extended in 2014, in consultation with external independent legal and compensation consultants and with the full board of directors, and with final approval by the executive committee of the board. Based on the executive committee's evaluation of the president and ceo's performance for 2014, including review of his objectives and self-assessment, the committee determined the appropriate amount for the discretionary component of his compensation for that year, in accordance with provisions of the executive agreement. The process of this review was documented in the january 2014 executive committee meeting minutes. In addition, the information related to compensation changes are discussed in the executive agreement or communicated to the cfo via email by the chairman of the board. Form 990, part vi, section b, line 15b: decisions regarding the compensation for officers and key employees of the organization are negotiated individually and are performance-based, in accordance with an annual written evaluation process that has been established for all employees of the organization. The chief operating officer leads and undertakes this process, in coordination with the president & ceo. An independent consultant provides comparative benchmarking services for senior management positions, and other information on compensation issues, trends, policies, and best practices for use by the organization. The organization also has an established compensation policy for all of its employees, which sets forth the general parameters governing bio's compensation practices.”

“The organization does not make its governing documents, conflict of interest policy, and financial statements available to the public.”

“As part of the audit conducted for the organization a fin 48 (asc 740) analysis is completed. It was determined that no uncertain tax positions existed and as such there is no footnote in the financial statements that discusses fin 48 (asc 714).”

“Cbi lobbying fund revenue 856,950. Cbi lobbying fund expense -828,095. Food & ag initiatives revenue 32,064. Food & ag initiatives expenses -32,064. Food & ag legal fund revenue 1,218,240. Food & ag legal fund expenses -1,218,240. Biosimilars revenue 469,000. Biosimilars expense -457,368.”