Wild Salmon Center

“Executive committee is made up of the board chair, and the committee chairs for Audit/Finance and Nominating Committees, as well as the President & CEO and two additional board members. It is chaired by the current board chair. Bylaws allow the committee to perform most, but not all of the Board functions. Most importantly, the committee is prohibited from altering or repealing the Bylaws and Articles of Incorporation; electing, appointing or removing any director, officer or committee member; adopting a plan of merger with another corporation; authorizing the voluntary dissolution of the organization.”

“The external accounting firm prepares Form 990 and supplemental schedules as soon as possible after the completion of the annual financial audit, and forwards a draft of the return to the Chief Financial Officer for review. After reviewing Form 990, the CFO forwards a draft of the return to the Executive Vice President for approval. Once the EVP has approved Form 990 and supplemental schedules, the return is forwarded to all Board members for its review and to the Audit/Finance Committee for its review and approval. After the Audit/Finance Committee has approved the return, the CFO instructs the external accounting firm to prepare a final version of the return for signature by the President and CEO for filing with the Internal Revenue Service. Every effort is made to file the return in a timely manner with the IRS. A copy of the completed, signed and filed Form 990 with schedules is presented at the next Board of Directors meeting.”

“On an annual basis, Board members and all employees complete the conflict of interest questionnaire, which asks them to list each of the potential conflicts as described in the policy. The Executive Vice President and the CFO review the forms and disclosures for all members of the Board and staff, respectively. For the Board members, the Executive Vice President makes a summary of the results and gives them to the Executive Committee for review. The Executive Committee of the Board makes a determination as to whether the perceived conflict is real or not. We have not had a real conflict in the last years, but if we did, the nature of the conflict would be reviewed by the Board, and appropriate actions would be taken (depending on the type of conflict) to eliminate the conflict (This could be as simple as the Board member recusing him/herself from a decision, to disposing or terminating the conflicting relationship). For employees, the management committee would review the conflict and perform a similar function to resolve the conflict.”

“Wild Salmon Center's process for determining CEO compensation included a survey and review of comparable data for other similar nonprofits in the US. It was prepared by Katherine Holler, CFO and reviewed by Sara LaBorde, Executive Vice President. Any adjustments are approved by the Compensation Committee of the BOD.”

“WSC's audited financials are available on the WSC's website; Articles of Incorporation, Bylaws and Conflict of Interest Policy are available upon request from the CFO.”

“The process has not changed from the prior year.”