National Association of Corporate Directors

“The board may appoint an executive committee, which shall have authority to take such actions for the board as may be required between meetings of the board, provided such actions are not inconsistent with law, the articles of incorporation, or the bylaws.”

“The form 990 was prepared by the independent accounting firm and reviewed by senior management. The form 990 was then provided to the audit & finance committee, as well as the full board of directors for review prior to filing with the irs.”

“Officers and directors are required to sign a conflict of interest policy statement annually. The directors' signed statements are reviewed by the nominating & governance committee of the board of directors. Any potential conflict of interest is discussed by the full board of directors. If a conflict of interest is identified at the board level, that director would recuse himself/herself from any discussion/deliberations about that topic.”

“The nacd board of directors has an hr & compensation committee comprised of four independent directors appointed annually by the board. The hr & compensation committee is charged with assisting the board of directors in fulfilling its oversight responsibilities relating to the compensation and benefits of the ceo and the ceo's senior management team with an annual compensation of $275,000 or greater. Any bonuses paid to the senior management team are also approved by the hr & compensation committee. According to the committee's charter, its oversight responsibilities include: 1. Developing a compensation philosophy and policies for approval by the board; 2. Review of nacd's goals and objectives relevant to the compensation of the ceo and the ceo's senior management team for approval by the board; 3. Annually evaluate the ceo's performance in light of these goals and objectives, and make a recommendation to the board with respect to the ceo's compensation; 4. The ceo will establish salaries and any adjustments for members of the staff below $275,000 in annual compensation following approval of a merit and bonus pool by the committee; and, 5. Annually review the ceo's and the ceo's senior management team compensation to ensure that such salaries, bonuses, and benefits are appropriate and consistent with published compensation surveys or guidance received by outside consultants. The committee will also review any change in benefits applicable to the ceo's senior management team. The most recent compensation review was in january 2024.”

“Nacd's governing documents are available for review on its website: www.nacdonline.org. Included are the organization's governance guidelines, board of directors' biographies, all committee charters, bylaws, code of ethics, and document retention policy. The organization also keeps a copy of our audited financial statements and irs form 990 available for public review in its offices. The irs form 990 is also available on guidestar. The organization's conflict of interest policy is described above, and is not currently published on the website.”

“One member of the governing body received fees for contracted services they provided in their capacity as a faculty member at the association's work programs described in part iii.”