Health and Environmental Sciences

“Members of the assembly include: (a) individuals affiliated with public sector organizations, who are enrolled on a roster of active participants in hesi's scientific committees or hesi's emerging issues committee, or who are members of hesi's board of trustees; (b) one individual designated by each sponsor as an official representative; and (c) individuals affiliated with a sponsor who are enrolled on a roster of active participants in hesi's scientific committees or hesi's emerging issues committee, or who are members of hesi's board of trustees. All members of the hesi assembly are eligible to vote at all meetings and on ballots of the hesi assembly.”

“Pursuant to article iv, section 3 of the bylaws, hesi's assembly elects members of the board of trustees.”

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

“The board of trustees complete conflict of interest forms on an annual basis. Completed conflict of interest forms are reviewed by in-house counsel, whose observations are shared with the chair and the executive committee. In the event that a conflict should arise on the part of a trustee, the disinterested members of the executive committee 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 executive committee has the authority to remove the trustee with the interest from consideration of the matter to which the interest pertains.”

“In 2008, the executive committee of hesi's board of trustees established a formal process for setting executive compensation in accordance with the internal revenue service safe harbor regulation regarding excess benefits. That procedure was included in hesi's by laws by virtue of an amendment in january 2009. The procedure established a compensation committee consisting of four trustees, none of whom shall have a conflict of interest with respect to the review and determination of the compensation of hesi employees. In the absence of a conflict of interest, the members of the compensation committee shall be the president, the vice president, the treasurer, and the chairperson of the hesi board of trustees. The compensation committee shall review the compensation of the executive director and such other employees of hesi the compensation committee determines appropriate. Annually, and whenever a modification in compensation is proposed, the review includes an evaluation of the performance of the employees and an analysis of appropriate comparability data. Based on its review, the compensation committee shall decide just and reasonable compensation amounts for the employees. The compensation committee records its 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 hesi employee as it determines appropriate. If the compensation of a hesi 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 hesi 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 that is not subject to such a formal review is established by the executive director, who is independent of the employees, and it is normally based on an informal 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.”

“The articles of incorporation, by laws, and conflict of interest policy are posted on hesi's website.”