The Brookings Institution

“John thornton and brian greenspun - business relationship”

“The brookings board of trustees approved amended bylaws (attached) on march 1, 2019. The corporate officers were approved by the board on march 1, 2019. The brookings executive committee certified corporate officers 4.9.2019 in coordination with brookings management, we have drafted amendments to the brookings institution's bylaws. The proposed amendments include: - an updated composition of the executive committee to consist of the following fiduciary trustees (see section 6.04(a)): o the board chair or co-chairs; - the vice chair(s); - the secretary and treasurer; - the iac chair or co-chairs; - the committee chairs; - the chair of each of the plcs; and - special representatives (other trustees with specific areas of expertise). - at their discretion, the board co-chairs may now also appoint a designee as chair of the compensation committee (see section 6.06). - additional categories of service have been exempted from counting towards a trustee's fiduciary term on the board, including partial year terms (stub years) and service as chair or vice chair of the iac or plcs (see section 5.03(b)). - the election process has been standardized throughout the bylaws to provide support from the co-chairs, nominations and governance committee, the executive committee, and the full board (see sections 6.01(d) and 6.02(d)). The quorum requirements between committees of the board and advisory committees have also been standardized (see section 6.02(e)). - clarification of the title of chair emeritus (see section 5.04(c)).”

“The executive committee of the board of trustees has appointed the audit committee of the board as the responsible board party for reviewing the form 990 and 990t each year starting with the fiscal year ended june 30, 2009. Once the form has been completed it is reviewed internally by the president, the chief financial officer, the general counsel, and other members of the senior staff, along with the audit committee. Once those reviews are completed and the document has been approved, it is sent to all voting members of the board of trustees before it is filed with the internal revenue service.”

“Each year, all brookings personnel and certain affiliates are required to complete a disclosure and acknowledgment form related to the institution's conflict of interest policy. Specifically, all employees 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 activities outside of work and finances to help identify possible conflicts of interest. All 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 conflict of interest affirmation that: - confirms their receipt, understanding, and compliance with the institution's policy statement on trustee and non-trustee committee member conflict of interest and the investment conflict of interest policy, among other institutional policies; and - discloses relevant information about their family and business relationships, transactions and loans, and other relevant relationships with brookings. Issues involving potential or apparent conflicts of interest and questions about the same are resolved by the general counsel, in consultation with other members of senior management as appropriate. Conflict of interest issues involving trustees as well as other conflict of interest issues, as appropriate, are referred to the audit committee. The general counsel regularly confers with the chair of the audit committee regarding the institution's conflict of interest policy and any conflict of interest issues.”

“The institution's bylaws provide for a compensation committee consisting of not fewer than five trustees, including the chair (or co-chairs) of the board of trustees, vice chairs and at least three other trustees who shall be nominated by the chair (or co-chairs) of the board and determined by the board to be free of any contractual or other relationships that would put into question the exercise of his or her independent judgment. The compensation committee has the authority to set the salary of the president and such other officers, managers, or employees as the executive committee or audit committee recommends be set by the compensation committee and in accordance with any board-adopted compensation policy. In setting such salaries, the compensation committee asks the vice president, chief human resources officer to gather relevant salary comparability data and record committee minutes which clearly document the committee's decisions and the rationale underlying such decisions. The committee uses an outside consultant to establish salary comparables and to determine the reasonableness of the compensation received by all disqualified personnel.”

“Brookings' conflict of interest policy and other key policies are available on our website, brookings.edu. Brookings links to guidestar.org from its website to provide the form 990.”

“The brookings institution (brookings) is a nonprofit public policy organization that conducts in-depth, independent research with the goal of improving governance and solving problems facing society at the local, national and global level. Brookings achieves impact by providing policy analysis and recommendations on pressing policy challenges, which are disseminated which are disseminated through reports, books, media appearances, op-eds, blog posts, congressional testimony, public and private events, and opinion pieces posted on brookings's website, as well as briefings for policymakers and their staffs. Headquartered in washington, dc, brookings is organized into five research programs that focus on domestic and international economics, foreign policy, international development, governance, and metropolitan policy. Brookings has overseas centers in qatar, china and india.”

“He brookings institution is awaiting additional information in order to timely file a complete and accurate form 990-t by the extended deadline of may 15, 2020. The amount shown as net unrelated business taxable income on line 7b of page 1 of the form 990 is an estimate based on available information.”

“Contacts/professional services: program service expenses 5,465,837. Management and general expenses 1,740,111. Fundraising expenses 99,371. Total expenses 7,305,319. Qualified subcontacts: program service expenses 2,084,889. Management and general expenses 0. Fundraising expenses 0. Total expenses 2,084,889. Temporary help: program service expenses 550,944. Management and general expenses 150,638. Fundraising expenses 36,156. Total expenses 737,738.”

“Gain/(loss) on foreign currency exchange -94,578. Effect of adoption provisions sfas no. 158 45,000. India private expenses not included in form 990 4,973.”

“The amended form 990 is being filed to report tax-exempt bond liabilities that were inadvertently shown as third party debt on the previously filed return. Part iv, question 24a has been marked as "yes", part x, lines 20 and 23 were changed to reflect the debt as tax-exempt bond liabilities. The schedule k has been prepared to present the details of the tax-exempt bond liabilities in accordance with the instructions to the form 990.”