Pharmaceutical Research and Manufacturers of America Fnd Inc.

“The phrma foundation bylaws were amended in 2015; significant change were as follows: modified the section regarding the foundation's ex-officio board member: changed the ex officio member from the president of phrma to the head of the regulatory and scientific advocacy department of phrma. --added a "written consent" section to the bylaws, authorizing actions to be taken without a meeting of the board if consent in writing, setting forth the action to be taken, is signed by all directors then in office. --added a "duties" section to the bylaws mandating that all directors perform their duties in good faith and in a manner that is in the best interests of the foundation. All directors are to disclose to other board members any material information not known to other members that would affect the board's decision-making or oversight function. --added a "presumption of assent" section the bylaws regarding presumed assent of a board member present at a board of directors meeting, on actions taken at that meeting. --changed the section regarding custody of the foundation's funds and assets; funds and assets are no longer under the custody of the president but rather are managed in accordance with the foundation's investment policy and fiduciary guidelines, or other corporate documents as approved by the board. --added an "indemnification" section, providing indemnification (within the boundaries of the laws of the district of columbia) to any individual who becomes a party to a proceeding because he or she is or was a director or officer of the foundation.”

“The head of the Regulatory and Scientific Advocacy Department of the Pharmaceutical Research and Manufacturers of America (PhRMA), a section 501(c)(6) trade association that has a historic and continuing relationship with the Foundation, is an ex-officio member of the Foundation's Board of Directors. (Up until 2015, the President of PhRMA was the ex-officio member.) Foundation directors must be research and development executives of companies that are members of PhRMA, but are elected by the Foundation board itself.”

“The foundation form 990 is prepared by tate & tryon, cpas, and reviewed internally by key financial mangement and the foundation's president. A copy of the 990 is provided to the board of directors to review prior to filing.”

“All directors, officers and key employees of the Foundation must report potential and actual conflicts as they arise. In addition, they are required to sign an Annual Conflict of Interest Disclosure Statement. When a potential conflict of interest is disclosed to, or otherwise comes to the attention of, the President, the Chair of the Board or a non-affected director, he or she shall consider all the relevant circumstances and shall determine whether the arrangement is potentially harmful to the best interests of the Foundation. If the arrangement is found not to be harmful, then the arrangement may be authorized or approved; otherwise, the director, officer or key employee who is involved or expects to be involved in the arrangement shall be notified that the arrangement is not authorized or approved and, if already in existence, should be terminated. The President shall authorize or approve an arrangement only after consulting with the Chair of the Board. The Chair of the Board shall authorize or approve an arrangement only upon a vote of a majority of uninvolved directors.”

“The current president of the foundation, eileen cannon, is compensated directly by the foundation itself. The officers of the foundation's governing body reviewed the president's compensation as part of an annual performance evaluation process. An independent consulting firm was retained to perform a market survey and salary review for the president's position. The results of the study were provided to the officers of the governing body as part of their determination process. At the conclusion of the process, a salary determination was made by the officers, and was documented in compliance with the organization's policies. The president of the foundation through may 31, 2015, ardell persinger, was compensated by the pharmaceutical research and manufacturers of america (phrma), a section 501(c)(6) organization with which the foundation has a historic and continuing relationship, but which is not related to the foundation for form 990 purposes. Mr. Persinger's compensation was determined in accordance with phrma policy, which includes board review and other factors noted in question 15. A portion of his phrma compensation was charged to the foundation for duties performed in his capacity as the foundation's president; most of his compensation related to his duties as the cfo and evp of phrma.”

“The foundation does not make its governing documents or financial statements available to the public.”

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