National Investor Relations Institute

“Niri is a 501(c)6 organization, with approximately 3,300 members. The board of directors and senior management provide oversight and governance to the organization. The membership of the organization votes annually on a slate of 4 board member nominees to serve up to a 4-year term. These 4 members constitute 25% of the board membership. The slate of nominees is presented to the membership by proxy by the nominating committee for approval. No members are entitled to a distribution or a portion of niri's assets in the event of its dissolution.”

“See response for part vi, section a, line 6.”

“The 990 is prepared by the independent auditing firm that conducts the audit of niri's financial statements. Management then reviews the 990 and determines that the information is consistent with the audited financial statements. The board's audit & finance committee then conducts a final review. A complete copy of the 990 is made available to the full board prior to submission.”

“Niri has a written conflict of interest policy that requires disclosure of any potential conflicts of interest by board members and employees. Niri prepared a conflict of interest document that identifies potential conflicts of interest, scope of the policy, and how such conflicts are reported. The statement identifies the individual that potential conflict of interests should be reported to, including a supervisor, niri executives, or niri audit committee chair, as appropriate. This policy was distributed to all employees as part of the employee handbook; board members receive a copy of the policy as part of the board orientation process. Directors are instructed to inform niri promptly of any potential conflicts of interest as defined in the conflict of interest policy. In addition, board members were sent queries concerning possible business or family relationships with one another to document if there were such relationships--none were noted.”

“Niri has a compensation committee of the board that evaluates staff compensation and benefits competitiveness using an outside consultant for comparable information. A staffing assessment was conducted in 2012 which benchmarked niri against other associations and the district of columbia marketplace, including the ceo's compensation. This process is planned to occur every other year. Niri's compensation committee consists of a chairperson and at least three additional elected members of the board of directors, who shall include the current chairpersons of the institute's other standing and special committees. The committee oversees the compensation and benefits for the institute's president and chief executive officer, and senior staff, and recommends any changes to compensation and benefits philosophy and/or policy to the board of directors. Annually every staff person is assigned goals and an evaluation is completed. Ongoing salary is determined by the ceo based upon an employee evaluation and comparables for their position. These salaries are reviewed by the board compensation committee. In addition, such persons may, as part of their annual performance review, and in conjunction with an evaluation of the success of the organization, receive an annual bonus subject to management and board approval.”

“Abbreviated year-end financial statements are available on niri's website. Niri's by-laws, which includes information about niri's mission, membership, purpose of the board of directors, information about chapters, niri's conflict of interest policy, and other relevant processes, are also on niri's website.”