Council of Institutional Investors

“Article 3a of the bylaws of the council of institutional investors generally describes the voting members of the council and their related rights as follows: voting members u.s. Asset owners -employee benefit plans, state or local agencies officially charged with investing public fund assets and charitable tax-exempt foundations and endowments dues - a qualified applicant will become a voting member upon payment of the annual dues set by the membership.”

“Each member has one vote at council business meetings and one vote in constituency meetings. In addition, articles 4b and 5b of the bylaws generally describes the decisions requiring approval by the voting members of the council.”

“The u.s. Asset owners reserve to themselves (i) the power to amend the bylaws, (ii) the power to dissolve the organization, (iii) the right to approve the council's annual budget and any changes or amendments to the budget exceeding ten (10) percent of total annual expenditures, (iv) the right to approve council policies, and (v) the right to change members' voting rights. The u.s. Asset owners, through their constituencies, elect the board of directors.”

“The form 990 is prepared by the outside accountant and reviewed by management. The council's audit committee charter provides that the audit committee review a written communication from the executive director or his/her designee that he/she distributed a draft of the form 990 tax filing to the council board for its review prior to its filing, and that he/she has reviewed the tax filing. The communication also confirms his/her knowledge that the form does not contain any untrue statements or omit any material facts, that the financial information presented fairly represents cii's financial condition for the period covered, that it was filed in a timely manner, and that he/she is maintaining internal controls designed to ensure the material information related to the council's tax filing be made known to him/her. The form 990 is prepared by the outside accountant and reviewed by management. The full board receives a final copy of the return before it is filed.”

“The council has a "conflict of interest policy, procedure & disclosure" that requires officers, directors, and key employees to disclose "other interests", as defined in the policy at least once each year or more frequently if "other interests" arise. The council's governance committee reviews the annual disclosure forms and the full board must decide what if anything to do in response to disclosures of "other interests" according to the policy's procedures. It is cii's prerogative, not that of the disclosing individual, to make determinations regarding corrective measures with respect to "other interests." the board of directors will do so. Among the corrective measures available to be recommended are these: 1. Disclosure to the entire board of directors. In most cases, it is expected that the possibility of subjectivity or bias will be sufficiently offset by disclosing the "other interests" to the entire board of directors. The board of directors will be expected to take the individual's "other interests" into consideration when discussions, debates or decisions occur. Cii, the board of directors, the governance committee and the individuals will all have fully discharged their duties. 2. Recusal. In some instances, it may be determined that the avoidance of conflicts of interest, or even the mere appearance of conflicts of interest, will dictate that the disclosing individual should avoid discussions, debates, and decision-making on subjects related to the disclosure. The individual will withdraw from all or portions of meetings or activities as appropriate. 3. Resignation. There could be situations, expected to be rare, in which the individual's "other interests" are so extensive or pervasive that the individual's involvement in discussions, debates or decision-making on any subject will be adversely affected in the view of the board of directors. In that case the individual will be asked to resign. If resignation is not forthcoming, the board of directors will decide on alternatives consistent with cii's bylaws and governing state law.”

“Article 6 of the council's bylaws provides that the council board "is responsible for the hiring, annual evaluation, compensation and termination of the executive director." article 6 also states that the executive director "will make staff compensation decisions within budgetary limits set by the board." board officers served as the governance committee in 2024. Comparable data is used in the compensation review process for the top management official. The board hired the executive director and set their compensation in july 2024.”

“The council makes its articles of incorporation, bylaws, and audited financial statements available on its website to members of the council. None of these documents are made available to the general public.”

“Net periodic pension benefit other than service costs 239,663. Other net pension gain 804,171.”