Make-A-Wish Foundation International

“The executive committee includes the voting officers of the organization and the chief executive officer. The committee's scope is to assist the international board in fulfilling its strategic responsibilities and to address and develop discussion on strategic issues. The committee also discusses and develops strategy for the board and global organization with the intent of making recommendations to the board, review and plan board meeting agendas, evaluates and recommends termination of individual board directors (for cause or other appropriate reasons) in accordance with the board's governance principles, discusses the ceo's objective-setting process and conduct an annual ceo performance assessment for review and discussion with the board, and reviews with the board any relevant matters of material importance discussed by the committee, together with any recommendations.”

“The following were the changes made to the bylaws during fiscal 2021: nominating committee: a new clause (iii) in sub-section "responsibilities": other duties or tasks as specifically delegated from time-to-time by the international board. Governance committee: 2 new clauses (iv) and (v) in sub-section "responsibilities" - assist the international board in fulfilling its responsibilities relating to board effectiveness, governance and board leadership. - other duties or tasks as specifically delegated from time-to-time by the international board.”

“The foundation has affiliate members. An affiliate is an "eligible affiliate" if such affiliate (i) is not a provisional affiliate, (ii) is not on affiliate restructuring status (as defined in the affiliation and licensing agreement) and, (iii) has not failed to cure an affiliate breach (as defined in the affiliation and licensing agreement) upon written notice thereof from the foundation.”

“Affiliate council is comprised of affiliate members. An action of the affiliate council shall be determined by a majority of the votes of delegates of eligible affiliates voting at a meeting of the affiliate council at which a quorum is present, except as is otherwise provided in the articles of incorporation or in the foundation's bylaws. A minimum of 7 and a maximum of 13 governing body members (board of directors) are required to be members of the affiliate council. These members are responsible for appointing one or more members of the governing body (up to 13 board of directors).”

“The affiliate council has the following rights: - approve the foundation's financial statements, including the right to review the foundation's budget at the annual meeting; - determine, approve, and levy upon affilaites fees and assessments; - elect affiliate members of the nominating committee; - amend the articles of incorporation and bylaws of the foundation and the right to amend the affiliation and licensing agreement of all existing and future affiliates, subject to specific approval.”

“The audit, finance and investment committee assists the international board of directors in fulfilling its responsibilities relating to oversight of the foundation's financial statements, financial reporting process, systems of internal accounting and financial controls, annual independent audit, and risk management processes. The board of directors receives a copy of the 990 prior to filing with the irs, and reviews and approves the form 990 tax return after the audit, finance, and investment committee has completed their review process.”

“All employees and volunteers are required to comply with our conflict of interest and ethics statement, which is reviewed as new relationships are established. Annually the board of directors review the conflict of interest policy and sign a conflict of interest and ethics statement in which they agree to be bound by its provisions. If any covered person discloses a potential of actual conflict, the following procedure is followed; the conflicting interest is fully disclosed to the board, the covered person responds to any factual questions from the board related to the disclosed conflict, and the board, without the covered person present, discusses the conflict and approves or disapproves the proposed transaction. Board review and discussion is documented in the meeting minutes.”

“The board of directors conducts an annual performance and development review of the ceo. The purpose of the performance and development review is to provide a communication tool for board members and ceo to mutually define job expectations (goals & outcomes), evaluate and recognize performance, and help develop participants to their fullest potential. Compensation is also reviewed and compared to similar organizations using salary and benefits surveys. The review is intended to support the mission, values and goals of make-a-wish foundation international. The process utilizing review and approval by independent persons, comparability data, and contemporaneous substantiation was last utilized in 2020 for hiring of the ceo. The ceo conducts an annual performance and development review of the other officers and key employees. The purpose of the performance and development review is to provide a communication tool for employee and ceo to mutually define job expectations (goals & outcomes), evaluate and recognize performance, and help develop participants to their fullest potential. Compensation is also reviewed and compared to similar organizations using salary and benefits surveys. The review is intended to support the mission, values and goals of make-a-wish foundation international. The process utilizing comparability data and contemporaneous substantiation was last utilized in 2020 for hiring of officers.”

“The foundation's financial statements, governing documents, and conflict of interest policy are available to the public upon request.”

“Designated funds to affiliates - revenue -1,356,838. Designated funds to affiliates - expense 1,356,838. Change due to prior period restatement 245,183.”