Kipp Foundation

“The audit committee and finance committee do not have authority to act on behalf of the governing body.”

“Members of the finance team prepared the 2022 990 organizer tabs, which were either reviewed by the controller or senior director of grants management. The organizer was forwarded to hood and strong, llp for preparation of the form 990. Upon preparation of the 990 draft, the accounting manager, the controller, the senior director of grants management, director of financial planning & analysis, the chief financial officer, and general counsel reviewed the first draft. The draft was presented to the audit committee members during virtual session by paid preparers. The audit committee members were encouraged to review the form 990 and direct their questions to the cfo and/or general counsel. Upon satisfaction of any questions, the form 990 was distributed to the entire board prior to filing.”

“Officers and directors are required to annually disclose interests that could give rise to conflicts, as defined in the conflict of interest policy. Key employees are required to disclose any potential conflict of interest on an ongoing basis in accordance with the conflict of interest policy and kipp foundation code of ethics, which require disclosure wherever a potential conflict arises. If the board determines there is a conflict of interest, the chairman of the board shall, if appropriate, request an investigation of alternatives to the proposed transaction or arrangement. The board will then vote on whether or not to enter into the transaction or arrangement. The interested person may not vote on whether the transaction or arrangement is a conflict of interest nor whether it should be approved.”

“The process for approval involves an independent third party organization providing information which: * provides market comparability data to assist the board in making decisions regarding any potential changes to the current compensation program, * evaluates the competitiveness of the current compensation arrangements and advise the board on the range of competitive practices for functionally comparable positions among similarly situated organizations providing similar services, * provides opinion on the reasonableness of the proposed compensation arrangements, taking all relevant factors into consideration, to assist the board with its governance responsibilities under internal revenue code section 4958 and applicable regulations, commonly referred to as the "intermediate sanctions" legislation, and * finally, said compensation is approved by the kipp foundation's board.”

“Audited financial statements, governing documents, and conflict of interest policy are available for the same period of time set forth in irc 6104(d). Documents may be viewed at www.kipp.org and upon request.”