Washington State University Foundation

“The chair of the Board of Directors is selected by the trustees.”

“Review of the Form 990 prior to submission to the IRS - The Form 990, with all required schedules, is reviewed by the Foundation's Independent Audit Committee for presentation to the Foundation's Board of Directors and key officers of the organization. The Form 990 is then reviewed and accepted by all voting members of the Board to ensure that the financial information including all filings to the Secretary of State's Office represent, in all material respects, the financial condition and results of operations of the organization. The Form 990 with schedules is sent to each Board Member prior to their acceptance of the document.”

“Annually after the Fall meeting of the Foundation, the Board of Directors, all officers, and all other Members of the Foundation's standing committees are provided a copy of the WSU Foundation Conflicts of Interest Policy along with a questionnaire and certification statement. The policy is designed to help fiduciaries of the Foundation identify situations that present potential conflicts of interest and to emphasize the importance of adhering to high standards of responsibility, accountability, and public scrutiny. It describes what a conflict of interest is and the process necessary if one is identified. Under the policy, each Board of Director, officer, and standing committee member must file the annual certification statement, at or immediately following the annual meeting of the Foundation. This statement must set forth any conflicts of interest that might be expected to occur within the coming year. The statement shall disclose as fully as possible the nature of the potential conflicts and the nature of the individuals' (or their family members') interest in the potential transactions. All statements that anticipate conflicts of interest are then circulated to the full Board. In the interim, if any Board of Director or committee member or member of his/her family has or is about to assume an interest or other relationship which might result in a conflict of interest, it is the Board of Director's or committee member's responsibility to immediately disclose all material facts to the chair of the Board of Directors or the Chair of the Audit Committee. This conflict of interest process is managed by the internal Foundation Board Relations team which tracks and monitors submission of the annual certification statements and processes instances where a conflict is identified. If a Responsible Person is aware that the WSU Foundation is about to enter into any transaction or make any decision involving a conflict of interest (a "Conflicting Interest Transaction") such person shall: (i) immediately inform those charged with approving the Conflicting Interest Transaction on behalf of the WSU Foundation of the interest or position of such person or any party related to such person; (ii) aid the persons charged with making the decision by disclosing any material facts within the Responsible Person's knowledge that bear on the advisability of the WSU Foundation entering into the Conflicting Interest Transaction; and (iii) not be entitled to vote on the decision to enter into such transaction.”

“Line 15a, Compensation Review & Approval Process - CEO & Top Managment: The Foundation utilizes a search committee to evaluate qualified candidates for skills, experience, fit and conflict of interest. An external Compensation Specialist provides salary comparisons based on the state of Washington and national data. The documentation regarding deliberations, comparable data and compensation arrangements are maintained as part of the employees' permanent file. This process is followed for all hires within the WSU Foundation. This process was last undertaken in FY2018. Line 15b, Compensation Review & Approval Process - Officers & Key Employees: The Foundation utilizes a search committee to evaluate qualified candidates for skills, experience, fit and conflict of interest. An external Compensation Specialist provides salary comparisons based on the state of Washington and national data. The documentation regarding deliberations, comparable data and compensation arrangements are maintained as part of the employees' permanent file. This process is followed for all hires within the WSU Foundation. This process was last undertaken in FY2020.”

“The Foundation makes its governing documents, Conflict of Interest Policy, and Financial Statements available to the public through its website - http://wsufoundation.wsu.edu/ and/ or by request.”

“Washington State University processes payroll and files all payroll-related returns for the Foundation.”

“Part-time volunteer services are largely provided by the Board of Directors and Board of Trustees. Board members serve on the following committees: Executive, Audit, Gift Acceptance and Management, Investment, Nominating, President's Associates, Recognition and Stewardship, and Scholarship.”

“Changes in Split Interest Agreements ($3,264,670)”