United States Olympic and Paralympic Foundation

“Executive committee pursuant to its bylaws, the foundation has an executive committee that consists of at least three (3) and no more than eleven (11) members of the board of directors, with all such committee members appointed annually by the board chair with the approval of the usopc, as sole corporate member; provided that at all times the board chair, the usopc ceo, and the usopc chair are each one of the appointees serving on such committee. The president of the foundation serves as staff liaison to the executive committee, participating in all executive committee meetings, but has no voting rights and does not count towards any quorum requirements. When the board of directors is not in session, the executive committee has and may exercise all of the powers of the board of directors, except to the extent, if any, that such authority is limited by the foundation's bylaws or by resolution of the entire board of directors (approved by the member). Notwithstanding the foregoing or anything to the contrary, neither the executive committee nor any other committee has the power to amend the articles of incorporation or the bylaws of the foundation, alter any restriction imposed on grant funds within section 3.1 of the bylaws, or to fill vacancies on the foundation board other than through the process set out in section 3.2(b) of the bylaws, or to remove any members of the foundation board, or to create any foundation board committees.”

“Management agreement the usopf has entered into a service agreement with the usopc, a related party, whereby certain services are provided by the usopc. These include management services of the usopc ceo, cfo and other management. See schedule r for more details.”

“Members the usopf has one class of membership, which has voting rights of and consists of one corporate member, the usopc.”

“Power to appoint the usopf board reviews potential candidates for membership to the board as recommended by the nominating & governance committee. The chair of the nominating & governance committee shares the following candidate information in writing to the full board for the board's consideration: (i) the names of the individuals being considered; (ii) the reasons the individuals' nominations to the board are being supported; (iii) the proposed commencement of such directors' terms on the board; and, (iv) any other information the nominating & goverance committee considers to be pertinent to the nominations. Directors of the foundation board have seven days to object to any such nominations. Any nominations forwarded by the nominating & governance committee are deemed approved by the foundation board, and thereby elected, as long as no more than ten members of the board object to any such nomination in writing. Notwithstanding the forgoing, no election of an individual to the board is effective unless and until approved by the usopc.”

“Governance decisions usopf board members have the same voting rights. All board members have a single vote. Household board members, that is individuals or spouses acting in concert, have only one vote per household. However, the usopc, as the sole member of the usopf, has approval authority for most actions that the board can take by vote. This authority includes duties such as appointment of committee members and election of new board members.”

“Form 990 review the finance committee of the usopf is charged with overseeing the accounting and financial reporting processes of the foundation, which includes the review of the foundation's financial statements. The finance committee has been provided with a complete copy of the form 990 and the opportunity to discuss issues or concerns with the finance committee chair and treasurer of the foundation prior to submission. The treasurer and chair of the finance committee provide the opportunity for the usopf's board memebers to meet or conduct telephone conferences with them to address any questions or concerns. The treasurer will take immediate action to address any outstanding matters prior to filing that may result from the finance committee review and full board review. The finance committee formally endorses the complete 990 for final approval by the usopc board prior to it being filed with the internal revenue service.”

“Conflict of interest policy the usopf requires officers and board members to biannually disclose potential conflicts of interest through a voluntary disclosure process. Any potential conflicts reported by board members or officers are reviewed by the chief ethics & compliance officer of the usopc or her designee, in consulation with the usopf president and usopf secretary as necessary. Disclosures that give rise to actual conflicts are communicated to the disclosing member. Any conflicts are handled privately and individually and may include broader disclosure of the conflict to the board, specifically if it relates to a financial interest. This creates a firewall regarding issues on which the board member is conflicted and any potential request of resignation or other such remedies.”

“Executive compensation the usopf does not have employees. Compensation is set by the usopc and therefore the usopf utilizes the compensation setting policies of the usopc. Compensation setting practices include engaging external consultants to provide comparable market data from independent salary survey data. Decisions about compensation are made by the compensation committee of the usopc board of directors in strict accordance with the bylaws of the organization.”

“Public disclosure the usopf's governance documents and financial statements are all available on the usopf's website. All other documents are made available to the extent required by law.”