Chesapeake Bay Foundation Inc.

“William C. Baker and Truman T. Semans have a business relationship.”

“An independent audit firm was engaged to conduct the financial statements' audit and to assist in preparing the Form 990. The Chief Financial Officer and Finance staff directly participated in preparing the form, drafting responses to questions and reviewing the Form 990 in draft. The Chief Financial Officer then reviewed it with the President and Chairman of the Audit and Finance Committee. The 990 was provided to the Audit and Finance Committee, comprised of Board of Trustee members, for their review and comments, after which it was sent to the full Board before being electronically filed with the IRS.”

“Each Trustee, officer, key employee and employees in positions to obligate CBF are required to review a copy of the conflict of interest policy annually and complete a disclosure form identifying any relationship positions or circumstances in which he or she believes could contribute to a conflict. The conflict of interest disclosure form is completed, signed and returned to the Chief Financial Officer who notifies the Chairman of the Audit and Finance Committee and the General Counsel of any concerns. This process is also covered in orientation sessions held for new Trustees as well as for new employees. If items arise during Board meetings that are conflicts of interest, the board member having possible conflicts of interest cannot vote or participate in Board or Committee deliberations on the subject or be counted toward meeting a quorum. However, they may answer questions.”

“During the annual budget approval meeting of the Audit and Finance Committee of the Board of Trustees, the Committee reviews and approves the salary and any proposed pay increase for the President and key employees. Compensation related decisions are documented within the minutes. The committee will provide this information to the full board for approval. The President's last compensation review took place on May 21, 2014. Generally, compensation for all staff is independently reviewed and determined annually based on performance evaluation, and analysis of comparable data obtained from industry resources and peer organizations. An overall increase pool, based on market data, is approved by the Committee for use in the process. In addition, the President, Chief of Staff and Director of Human Resources review and approve all staff alignment to ensure consistency and continuity of various positions within the appropriate pay grades and ranges.”

“CBF's governing documents and conflict of interest policy are available to the public upon request using contact information on the website. Audited financial statements, the Form 990, and the Annual Report can be found on CBF's website. Audited financial statements and the Form 990 are also filed with state charitable solicitation registrations, and are also available through not-for-profit internet portals such as Guidestar and Charity Navigator.”

“Continued from page 2: The Chesapeake Bay and its tributary rivers are broadly recognized as a national treasure. But, they are fouled by excess nitrogen, phosphorus, and sediment pollution. In fact, the Bay and most of its tidal tributaries are listed on the Clean Water Act's 303(d) list of "impaired waters." The Chesapeake Bay Foundation's (CBF) mission, simply stated, is to Save the Bay and keep it saved. We define a saved Bay as having a score of 70 (out of 100) on CBF's State of the Bay health index. Thanks largely to a dramatic reduction in the amount of pollution entering the system, at 70 the Chesapeake Bay and its tributary rivers will be highly productive and in good health as measured by established water-quality standards. The result will be clear water, free of the impacts from toxic contaminants, and healthy oxygen levels, able to support living resources in all parts of the Bay. Founded in 1966, CBF is the largest regional conservation organization dedicated solely to saving a national treasure-the Chesapeake Bay and its rivers and streams. With headquarters in Annapolis, MD; state offices in MD, VA, PA, and DC; and educational centers and programs across the region; CBF works throughout the 64,000-square mile Chesapeake watershed to educate-build an informed citizenry; advocate-advance pollution reduction; litigate-encourage enforcement of environmental law; and restore-rebuild the Bay system's natural filters such as oysters, underwater grasses, and streamside forests. CBF is supported by more than 228,000 members and e-subscribers and has a staff of 170 full-time employees.”

“Education, continued from page 2: CBF's systemic environmental literacy program, in 9 counties in MD and VA Beach City Public Schools in VA, offers comprehensive professional development for middle and high school teachers that will increase their capacity to provide environmental literacy instruction, promote environmental stewardship among their students, and develop innovative curricula for their districts.”

“Environmental Protection and Restoration (EPR), continued from page 2: In PA, CBF continued work with the agricultural community on water quality restoration, including an incentive program for Amish and Mennonite communities. We helped urban/suburban communities develop polluted runoff reduction plans, successfully supported legislation for local governments to adopt urban and suburban polluted runoff authorities, and restored funding for county conservation districts. In MD, CBF successfully pressed for legislation to reduce polluted runoff in the state's 10 most populous jurisdictions and advocated for strong runoff pollution permits. CBF also expanded the acreage of productive oyster bottom in sanctuaries protected from harvest and worked with partners to increase the number of oyster spat-on-shell planted on three-dimensional restoration reefs. In VA, CBF continued work on whole-community restoration projects in targeted watersheds on the Eastern Shore, in Richmond, and in the Shenandoah Valley. In the General Assembly, CBF worked to secure funding for the upgrade of wastewater treatment plants and for state grant funds to localities for polluted runoff improvement projects. Litigation CBF uses carefully chosen legal action as another tool for advancing the restoration and protection of the Chesapeake Bay and its tributaries. During FY14, CBF continued to pursue legal actions on the federal and state levels aimed at reducing pollution to the Bay. CBF was involved in several significant matters: the Farm Bureau's legal challenge of the Chesapeake Clean Water Blueprint, an investigation of pollution from the Sparrows Point steel mill, state land use cases, a Clean Air Act matter concerning mercury pollution, and Clean Water Act permitting.”

“Communications, continued from page 2: CBF was quoted or named in 1,921 print, broadcast, and online news stories or 5.2 times per day. CBF researched, wrote, and released "Polluted Runoff: How Investing in Runoff Pollution Control Systems Improves the Chesapeake Bay Region's Ecology, Economy, and Health," and produced over 70 additional publications including the Save the Bay magazine, annual report, brochures, and informational materials. More than 460,000 unique individuals visited cbf.org, and over 62,000 advocacy messages were sent to key decision makers. CBF's quarterly electronic newsletter was distributed to more than 130,000 e-members. CBF's Facebook audience increased by more than 55% to over 55,000 fans. CBF's Twitter following increased by more than 20% to over 1,300 followers. CBF's more than 52,000 volunteers donated over 80,000 hours. Using the Independent Sector scale, their value is greater than $1.8 million.”

“During FY12, the organization accrued federal and state tax expenses, related to unrelated business income generated from the sale of its interest in a partnership. No tax expenses were accrued for federal and state taxes. In FY14, $11,472 were recovered.”

“Unrealized gain on interest rate swap 57,146.”