Agriculture & Food Systems Institute

“The cfo, general counsel, and executive director review the return. Once it is in its final form, a copy is sent electronically to the board of trustees for review.”

“The executive director, trustees and key employees complete conflict of interest forms on an annual basis. Completed conflict of interest forms for the trustees and executive director are reviewed by in-house counsel, whose observations are shared with the chair. In the event that a conflict should arise on the part of a trustee, the chair (or if the conflict involves the chair, another disinterested trustee) will communicate with the interested trustee to determine the nature of the conflict and whether the trustee should abstain from deciding on matters affected by the interest. The disinterested members of the board of trustees have the authority to remove the trustee with the interest from consideration of the matter to which the interest pertains. Conflict of interest forms, completed by the executive director, are reviewed by the chair and another independent trustee who will intervene if a true conflict should arise. Conflict of interest forms completed by key employees other than the executive director are reviewed by the general counsel and by the executive director, who has responsibility for managing any conflicts declared by the key employees.”

“In 2008, the ilsi research foundation board of trustees amended the by laws to establish a formal process for setting executive compensation in accordance with the internal revenue service safe harbor regulation regarding excess benefits. Under this procedure, the chair appoints a compensation committee composed of three independent trustees to review the compensation of the ilsi rf executive director. The review includes consideration of comparability data. The compensation committee establishes a range of compensation that the committee deems reasonable. The ilsi research foundation chair sets the executive director's compensation at a figure that is consistent with the ranges established by the compensation committee. The compensation committee records their decision in contemporaneous written minutes in accordance with the irs safe harbor regulation with regard to excess benefits. The compensation committee is only required to perform the compensation review described above with regard to compensation of the executive director. However, the committee has the discretion to perform such a review with regard to any ilsi rf employees as it determines appropriate. If the compensation of an ilsi rf employee other than the executive director is not determined in accordance with the procedure described above, his/her compensation is set by the executive director in accordance with high-to-low ranges established by the director of human resources in cooperation with the executive director. The compensation review for the executive director and any other ilsi rf employee subjected to compensation committee review does include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision. Compensation of employees who are not subject to such a review is established by the executive director, who is independent of the employees, and it is normally based on a review of comparable compensation in nonprofit corporations of the same size in the washington, dc area. The process by which compensation is set is documented in writing, but this is not done in the same formal manner as review by the compensation committee.”

“Governance documents including the conflict of interest policy are posted on website.”