Seattle Biomedical Research Institute

“The board can delegate authority to the executive committee or other subcommittees (e.g. Finance) however most decisions come to the full board for action after vetting at the committee level. There are no material differences among members of the board.”

“The return will be reviewed in detail by the controller. In addition, the 990 will be presented to the board of directors. Any pertinent responses will be addressed and resolved before the final tax return is filed.”

“Each trustee (and all key employees) and members of a committee with board delegated powers shall annually sign a statement which affirms that such person has recieved a copy of the conflict of interest policy, has read and understands the policy, and agrees to comply with the policy. If any known conflicts arise, they are sent to the executive committee for resolution. A followup to the leadership team then occurs, if needed. Procedure: 1. Duty to disclose: in connection with any actual or possible conflict of interest, an interested person must disclose the existance and nature of his/her financial interest to the executive committee of the board of trustees prior to consideration of the proposed transaction or arrangement and must not enter into any arrangement where there is an actual or potential conflict of interest without executive committee approval. 2. Determining whether a conflict of interest exists: after disclosure of the financial interest, the interested person shall recuse himself/herself while the financial interest is discussed and voted upon. The executive committee shall decide if a conflict of interest exists. 3. Procedures for addressing the conflict of interest: a. The executive committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. B. After exercising due dilligence, the board or committee shall determine whether seattle biomed can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. C. If a more advantagous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested members whether the transaction or arrangement is in the institute's best interest and for its own benefit and whether the transaction is fair and reasonable to the institute and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. 4. Violations of the conflicts of interest policy: a. If the board, a committee, the institute's staff or a trustee has reasonable cause to believe that a trustee or a committee member has failed to disclose an actual or possible conflict of interest, it shall inform the member of the basis for such belief and afford the member the opportunity to explain the alleged failure to disclose. B. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the executive board determines that the member has, in fact, failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“Compensation planning and review takes place annually. Human resources provides market data for each position in the institute. For senior leadership positions, specifically key employees, an outside compensation consultant benchmarks these positions and provides data and analysis, which allows the organization's human resource department to establish a pay range for each of these roles at our institute. The human resource department also gathers industry-specific information from our peers to validate the survey information and to ensure that we remain competitive with our compensation. This information is sometimes gathered from local peer organizations in our industry and/or from peer organizations who are part of the association of independent research institutes (airi). The most recent compensation review of senior positions took place in april 2017.”

“The governing documents, conflict of interest policy, and financial statements are available upon request.”

“During the year the organization participated in an acquisition transaction followed by termination of the organization. The organization's general program services will be continued by the acquiring entity, seattle children's hospital. The net operating assets contributed to seattle children's hospital are reported as a grant paid on part ix line 1 as well as schedule i and schedule n. The portion retained for trailing expenses with the remainder to be distributed after year-end is detailed on schedule n.”