The Brookings Institution

“The board, by vote of a majority of the number of trustees then in office, may create one or more committees of the board comprised solely of one or more trustees. The board may delegate to a committee of the board any of the powers of the board, except the powers to: (1) elect or remove trustees, (2) elect members of committees of the board, (3) approve the dissolution, merger, or reorganization of the corporation or distribution of its assets, (4) amend the articles of restatement or these bylaws, (5) sell the corporation's buildings, or (6) decide such other matters as the board may determine may not be delegated to a committee of the board. Committees of the board include the executive committee, investment committee, audit committee, and compensation committee.”

“- brookings trustees suzanne nora johnson and ellen futter - business relationship (markle foundation). - brookings trustees glenn hutchins and beth mooney - business relationship (at&t board). - brookings trustees helene gayle and david weinberg - business relationship (coca-cola board). - brookings trustees suzanne nora johnson and james smith - business relationship (pfizer board). - brookings trustees suzanne nora johnson and vasant prabhu - business relationship (intuit board).”

“The board of trustees has designated the audit committee of the board as the responsible party for reviewing the complete form 990 each year. The forms 990 and 990-t are also reviewed prior thereto, by the senior vice president of finance and chief operating officer, the controller, the general counsel, and other members of brookings staff. Following these reviews by both the audit committee and staff, schedule b (the schedule of contributors) is then redacted and the rest of the form 990 is made available to, and shared with, the full board of trustees. The members of the board are presented an opportunity to ask questions and make suggested edits prior to the filing of the form 990 with the irs. As required by irs instructions, if schedule b is redacted from the version shared with the full board, brookings has answered "no" to form 990, part vi, line 11a.”

“Each year, brookings personnel are required to complete a disclosure and acknowledgment form related to the institution's conflict of interest policy. Specifically, all employees and resident affiliates are required to: - acknowledge that they have read, understood, and are committed to abiding by the institution's conflict of interest policy as well as certain other institutional policies; and - make certain disclosures about their outside activities and finances to help identify potential conflicts of interest. Forms are submitted to the office of the general counsel, which reviews them and has discretion to make recommendations or raise concerns with relevant individuals as appropriate. The board of trustees is required to complete an annual questionnaire and affirmation that: - confirms their receipt, understanding, and compliance with the institution's conflict of interest policies that relate to board members as well as other institutional policies; and - discloses relevant information about their family and business relationships, transactions and loans, and other relevant relationships with brookings. Issues involving conflicts of interest are ordinarily resolved by the general counsel or his/her designees, in consultation with other members of senior management, as appropriate. Potential conflicts of interest involving trustees are generally referred to the board co-chairs and the appropriate committee leadership (including the audit committee), according to applicable policies. The general counsel regularly confers with the chair of the audit committee regarding the institution's conflict of interest policies.”

“The institution's bylaws provide for a compensation committee consisting of the board chair (or co-chairs), the board vice chair(s) and no fewer than 3 other trustees. The compensation committee has the authority to set the salary of the president, the chief financial officer and any other employees they deem appropriate. In setting those salaries, the committee reviews relevant salary comparability data and subsequently documents the committee's decisions and rationale underlying such decisions. The committee regularly uses an outside consutlant to establish salary comparables and to determine the reasonableness of the compensation received by all disqualified persons. This process was last completed in 2024.”

“Brookings makes the relevant documents available to the public as follows: - brookings's conflict of interest policy, as well as summaries of other key policies are available on its website: - brookings's audited financial statements are also available on its website; and - brookings's website provides a link to guidestar.org to provide the form 990.”

“Effect of adoption provisions sfas no. 158 93,000.”