Internal Audit Foundation

“The members of the Organization are the Board of Directors of The Institute of Internal Auditors (EIN: 13-5532538).”

“The Organization has one class of members. All members can vote at membership meetings.”

“The Organization's top management official and top financial official each review the Form 990 prior to its filing with the IRS. The Form 990 is also reviewed by the Board of Trustees, the Audit Committee, the Global Finance Committee, the President of the Board of Trustees in his capacity as a member of the Executive Committee and the entire Executive Committee of the Organization prior to its filing with the IRS. Finally, a copy of the Form 990 is provided to all members of the Board of Directors prior to its filing with the IRS.”

“The Organization's conflict of interest policy is distributed to each member of the Organization's governing body, its officers, and its key employees on an annual basis. Each such individual provides an annual disclosure statement indicating that they have received, read, understood, and agreed to comply with the policy, and certifying that: (1) they have no relationships or interests that present a conflict of interest, (2) they have one or more conflicts of interest that have been fully disclosed as required by the policy and have been properly administered in conformity with the policy, or (3) they have previously undisclosed conflicts of interest and disclosing the details of such conflicts. Any disclosure statements with previously undisclosed conflicts of interest are forwarded to appropriate Organization officials to take appropriate actions as required by the policy.”

“The Organization does not pay any direct salaries, but reimburses the Institute of Internal Auditors, Inc. (EIN: 13-5532538) for salary costs attributable to the Organization's share of shared employee costs. The Institute of Internal Auditors, Inc. has adopted an executive compensation setting policy applicable to all disqualified persons, including the Organization's officers and key employees. Under the policy, an independent committee of the Board of Directors annually reviews and approves the compensation levels of all individuals subject to the policy. The deliberations and decisions of the committee are contemporaneously substantiated. The committee utilizes comparability data in its deliberations; updated comparability data is generally obtained annually.”

“Institute of Internal Auditors-Research Foundation provides, upon request, copies of its Articles of Incorporation, bylaws, conflict of interest policy, and financial statements. The Organization's financial statements can also be accessed via its website.”

“The Organization's Board of Directors, or a committee thereof, assumes responsibility for the oversight of the audit of its financial statements and the selection of an independent accountant. This process has not changed from the prior year.”