Fs-Isac Inc

“The 990 was prepared by the outside accountants and then reviewed by the vp finance/global controller and cfo/coo.”

“A conflict of interest is present whenever a director has a material personal interest in a proposed transaction or business opportunity being considered by fs-isac. This interest occurs either directly or indirectly, as, for example, where the director's employer or a company upon whose board the director also serves has a business interest adverse to the interest of fs-isac. In these cases, the director or committee member gives the appearance of having divided loyalties and not acting in the best interests of fs-isac. The duty of loyalty requires that a director be conscious of the potential for conflicts of interest and act with candor and care in dealing with a conflict prior to the discussion or presentation of such matter before the board or committee. Each employee and board member is asked to sign a coi statement at the time of hire/appointment and then annually. It is the policy of the fs-isac board that any director having an actual or apparent conflict of interest in a matter to be acted upon by the board or a committee discloses the conflict prior to the discussion or presentation of such matter. If possible, the conflict is disclosed to the chair of the meeting in advance of the meeting. The director considers whether it is advisable under the circumstances to recuse himself/herself from the discussion and/or vote and recuse himself/herself, if requested to by the chair of the meeting.”

“The organization's governing documents, conflict of interest policy and financial statements are available upon request.”

“Members who are tier 1-4 can vote for members of the board (governing body). Other tiers may get elected to the board, but they are not allowed to vote. Number of tier 1-4 varies from year to year.”

“Fs-isac has eight tiers of members, the top four tiers of members, (based on the financial institution's size and assets) elect the members of the board of directors, but have no ability to approve the decisions of the board. In the event fs-isac should dissolve, remaining assets would be distributed to another non-profit, not the members.”

“Ceo compensation is set and approved by the board. In 2022, fs-isac engaged korn ferry to do a ceo compensation study. This resulted in an increase to the ceo's bonus for 2022 which was paid in 2023. Subsequent to the independent study, ceo compensation is now determined by the managing board.”

“The oversight and selection process has not changed from the prior year.”

“Financial services industry.”

“Other changes in net assets or fund balances: change in cumulative translation adjustment - 642,321 prior year adjustment - 18,741 total - 661,062”