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 June 2018. 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 Chief Financial Officer and Director of Human Resources informally 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.”

“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 200,000 members and e-subscribers.”

“Environmental Protection and Restoration (EPR), continued from page 2: To achieve its objectives, the department utilizes a team of lawyers, water quality and restoration scientists, outreach experts, citizen organizers, lobbyists, and policy specialists with expertise in fisheries, pollution reduction, land use, and agriculture. Their focus is local, state, and federal government policies; private sector practices; and citizen engagement. The Program develops and employs strategies and tactics designed to define the necessary governmental policies and programs, create the needed "political will" to ensure implementation of these policies and programs, and organizes CBF members to interact with decision-makers. When appropriate, the department uses the law as a tool to protect and preserve the Chesapeake Bay.”

“Education, continued from page 2: 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. In addition, the Education Department conducts professional learning courses for educators throughout Maryland, Virginia, Pennsylvania, and the District of Columbia. Known as Chesapeake Classrooms, these courses provide teachers first-hand experience on local waterways and help them to develop lesson plans that incorporate Bay studies. The department also teaches principals and school administrators through our Principal Environmental Leadership Courses. These courses increase support for school-wide environmental education programs. Furthermore, the department helps to educate 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.”

“Communications, continued from page 2: Communications' tactics are to develop well-researched messages and deliver them through integrated channels, including: publications such as CBF's member magazine, brochures, and regular and special reports; earned, paid, or donated media; digital media, including the CBF website, social media, and outbound e-mails; and any other forms of direct or indirect communications with our members and the public at large. The Communications Department is organized around four primary functional areas: creative services; media; digital communications, and integrated communications/marketing.”

“Unrealized gain on interest rate swap 196,343.”