San Francisco Museum of Modern Art

“Family/business relationship between officer/director/trustee/key employee: mimi l. Haas and becca prowda - family relationship roselyne chroman swig and susan swig - family relationship robert j. Fisher and bill fisher - family relationship”

“San francisco museum of modern art made the following changes to its bylaws: 1. Expanding composition of executive committee; 2. Clarify the election of executive committee and board officers; 3. Clarify the term limits of officers and trustees; 4. Streamline the committee charter amendment process; 5. Clarify committee appointments; 6. Clarify the role of ex-officio trustees and art interest groups; 7. Reducing committee quorum threshold; 8. Removal of annual report summarizing the program highlights for the year.”

“The form 990 is prepared by an independent public accounting firm based on audited financial statements and with the assistance of the organization's finance and accounting staff. The final draft of the 990 is reviewed by the chief financial officer, the chairman of the finance committee, and the audit committee. Paid preparers presented the 990 to the audit committee in a live meeting. Audit committee members were given an opportunity to ask questions.”

“The organization regularly monitors and enforces compliance with its conflict of interest policy. For trustees, officers, senior staff members, and non-trustee volunteer members of board fiduciary and accessions committees, under the conflict of interest policy, the director's and general counsel's office require completion of an annual disclosure form. The director's office in collaboration with the human resources department (also known as the people team), assures that all forms have been received and, following consultation with legal counsel forwards the forms and corresponding disclosures to the organization's legal counsel. Any issues brought up by the legal counsel upon his/her review of the disclosures are addressed by the director and/or the general counsel at the governance committee and/or the executive committee meeting as appropriate. The chief financial officer/chief operations officer also receives a copy of the summary and reviews all forms and is responsible for assuring appropriate reporting to the external auditors and disclosure in the annual tax filings. Any related party transactions are reviewed by the board governance committee and the committee's recommendation are approved or disapproved by the full board.”

“The process for determining the compensation of the museum's executive director and other officers and key employees is designed to ensure reasonable compensation in compliance with treasury regulation section 53.4958-6, and is as follows: (1) independent market comparability data the museum works with an independent outside compensation consulting firm to obtain robust market data to review and benchmark the museum's salary levels, including, but not limited to, data regarding other comparable arts and cultural institutions and nonprofits on a local and national level, as appropriate for each particular position. In addition, the museum participates in and uses annual survey data from multiple sources to help determine salary structures and median market rates for each benchmarked position. (2) independent review process the compensation of the executive director is reviewed and recommended by the people & culture committee of the board and reviewed and approved by the executive committee of the board in connection with the executive director's annual performance review. The people & culture committee and the executive committee comprises members of the museum's board of trustees. The people & culture committee is facilitated by the chief people officer and, in conducting its compensation review, focuses on the museum's compensation philosophy, total compensation, performance, recruitment and retention, the museum's strategic plan and other relevant considerations. Consistent with the museum's conflict of interest policy and code of ethics, the members of both committees are independent and must have no conflict of interest with respect to the compensation being evaluated and approved. (3) contemporaneous documentation the approval process, including the market comparability data relied upon and factors considered, is contemporaneously documented and retained in the organization's records, including in minutes of the meetings.”

“The organization makes its governing documents, conflict of interest policy, form 990 and financial statements available upon request for the same period of time set forth in sec. 6104(d).”

“Section 1.263(a)-1(f) de minimis safe harbor election: taxpayer is making the de minimis safe harbor election under treas. Reg. 1.263(a)-1(f) for all eligible amounts paid or incurred during the taxable year.”