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 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 in May 2016. 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.”

“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 233,462 members and e-subscribers and has a staff of 181 full-time employees.”

“Education, continued from page 2: Engaged 74 student leaders from high schools across the region through our Student Leadership summer courses. Designed to engage tomorrow's environmental leaders, these students now participate in CBF events, share what they learned with peers, and create projects in their communities to better the environment. Educated 241 elected officials, policy makers, journalists, and other community leaders and advocates through on-the-water field experiences. These trips inform influential members of the community about the issues facing the Bay and the ways that they can help further the Bay's restoration. Taught 56 principals and school administrators through our Principal Environmental Leadership Courses. These courses increase support for environmental education, while promoting the establishment of environmental school programs. Partnered with 12 Maryland school systems to develop lesson plans that incorporate environmental education. These model curricula are being used by schools across the state, helping teachers to fully implement Maryland's first-in-the-nation environmental literacy graduation requirement. Expanded systemic environmental education in Virginia by partnering with Hampton City Public Schools. This comes in addition to existing partnerships with the Virginia Beach City and Rockingham County school systems. Through this work, CBF is striving to connect classroom instruction to outdoor learning for students at every grade level.”

“Environmental Protection and Restoration (EPR), continued from page 2: Engaged volunteers in environmental restoration projects. All told, these dedicated volunteers contributed 21,251 hours of their time and assisted with projects ranging from tree plantings to oyster gardening. Cleaned 440 miles of stream and shoreline during the 28th annual Clean the Bay Day. That day, approximately 6,000 volunteers collected 130,000 pounds of trash at 265 sites across Virginia. Planted 17,560 trees and 5,000 grass plugs in Pennsylvania, Maryland and Virginia. Worked with nearly 400 farmers and landowners in Pennsylvania and Virginia to assist in the installation of conservation practices. Helped secure one of the largest investments in water quality in the history of the Commonwealth of Virginia - $140 million in bond and general funds. CBF also worked to ensure that $61.7 million was allocated for agricultural best management practices in fiscal year 2017, the highest funding level for one year ever provided in Virginia for this program. Defended Virginia's stormwater management law against efforts to weaken it by ensuring that $20 million was allocated for the Stormwater Local Assistance Fund. Advocated for the passage of the Sustainable Oyster Harvest Act of 2016 which should provide the scientific data needed to create a science based fisheries management plan for oysters as required under current Maryland law. Worked to ensure Maryland is making the proper investments to protect irreplaceable natural resources, including sufficiently funding the state agencies that are tasked with implementing important restoration efforts and enforcing critical environmental laws. CBF advocated against any cuts to the budget that would compromise the progress on restoring and protecting the Bay. Urged Pennsylvania County Commissioners to pass the Clean Water Counts Resolution that calls on the Commonwealth to prioritize funding and increasing investments for clean water. So far, 33 counties have signed on to the initiative. Advocated for increased funding in Pennsylvania for agricultural conservation practices as well as conservation and environmental protection budgets. Litigation Defended the Chesapeake Clean Water Blueprint in federal appeals court, arguing in support of the pollution limits that are the cornerstone of the plan. The court agreed, ensuring that multi-state clean-up efforts will continue. Continued challenge of stormwater permits issued by the Maryland Department of the Environment in six counties. The appeals were dismissed by the Maryland Court of Appeals based on deference to MDE's decision making discretion. Continued our participation in cases defending the federal Mercury and Air Toxics Standards, which are designed to limit the emission of toxic air pollutants including mercury released by power plants. These important pollution limits are being challenged by some states and industry. Intervened in a lawsuit brought by Norfolk Southern Railroad against the City of Roanoke for the imposition of a stormwater control fee. The railroad claims rail beds and train yards are just as pervious as lawns and the City's assessment is discriminatory. Intervened in litigation before the Anne Arundel County Circuit Court to defend a Forest Conservation Easement located in the Maryland Critical Area sought to be overturned by a subsequent landowner. Began proceedings before the Anne Arundel County Board of Appeals challenging the County's decision to grant conditional sketch plan approval for 11 new homes in an area zoned to allow only 1 home near Deep Cove Creek, Churchton, Maryland. Reviewed and commented on a proposed consent decree concerning the City of Baltimore's combined sewer system sewage discharges.”

“Communications, continued from page 2: More than 602,000 unique individuals visited cbf.org, and over 31,000 advocacy messages were sent to key decision makers. CBF's quarterly electronic newsletter was distributed to more than 165,000 e-members. CBF's Facebook audience increased by more than 36% to over 87,000 fans. CBF's Twitter following increased by more than 15% to over 19,000 followers. CBF's volunteers donate over 60,009 hours.”

“CBF held a foreign investment. However, at the end of the year, the investment balance was zero.”

“Unrealized gain on interest rate swap 22,701.”