Sheppard Pratt Investment Inc

“The organization is a wholly-owned subsidiary of the sheppard and enoch pratt foundation, inc.”

“Sheppard and enoch pratt foundation, inc. Holds reserved rights which include the powers to appoint board members.”

“Sheppard and enoch pratt foundation, inc. Holds reserved rights which include the powers to appoint and remove board members. The foundation also holds the right to approve certain select transactions of its subsidiaries.”

“The finance committee of the board of trustees reviews the form 990 at the april meeting. Following finance committee review of the form 990, the form 990 is posted to the sheppard pratt website portal for the board of directors review prior to filing.”

“The organization requires all trustees and key executive personnel to complete a conflict of interest questionnaire annually. The completed questionnaires are reviewed by the cfo who summarizes the reported conflicts. This information is then presented to the ceo and the chairman of the board for review if in the normal course of conducting a board meeting, an agenda topic is determined to present a conflict of interest, the interested board member is required to disqualify him or herself from any further discussion on the matter. The chairperson will select a disinterested person to investigate alternatives to the transaction that poses the potential conflict. If after exercising due diligence the board determines that its unable to secure a more advantageous transaction with an entity that would not give rise to a conflict of interest, the board will determine whether or not to enter into the transaction, if it is in the best interest of the organization.”

“Salaries of the ceo and top management are reviewed by the employee compensation committee of the board of trustees of sheppard and enoch pratt foundation, inc. This committee is comprised of independent trustees. The trustees review compensation for reasonableness. They use comparative industry data and form 990s of other organizations in their review process. The process for employee compensation includes development of compensation recommendations based on market surveys and other comparative industry data as well as written employment contracts. The salary information for this group is obtained by a consultant that is engaged by the executive compensation committee. This consultant uses current market compensation surveys and other comparative industry data to make recommendations, that are then presented to the executive compensation committee for approval. The executive compensation committee reports that compensation was approved to the full board. There is contemporaneous documentation and recordkeeping for deliberations and decisions regarding the compensation arrangements.”

“Financial statements, governing documents, and other policies including the conflict of interest policy are available upon request.”

“Transfer to affiliates -5,333,196.”

“The parent entity, sheppard and enoch pratt foundation, inc., has a finance committee that assumes responsibility for the consolidated audited financial statements. This process has not changed from the prior year.”