San Diego Museum of Man

“The review of the 990 is a multi-step process:1.the financial statements, which are audited by independent certified public accountants, are a source document for the 990. Senior management and the independent auditors present a draft of the audited statements to the audit committee. The chair of the audit committee along with the executive director then present the financial statements to the full board for acceptance.2.senior management presents and reviews a draft of the 990 to the board of trustees internal wellbeing committee. Additional review and trustee education is provided by a board member with extensive experience in 990 preparation.3.the draft of the 990 is distributed to the full board, and all trustees have the opportunity to review and comment before the 990 is finalized.”

“THE MUSEUMS CONFLICT OF INTEREST POLICY IS REVIEWED WITH ALL BOARD MEMBERS ANNUALLY. EACH TRUSTEE IS ASKED TO REVIEW THE POLICY, DISCLOSE ANY POTENTIAL CONFLICTS AND SIGN THE POLICY.THE FOLLOWING PROCEDURES ARE PART OF THE MUSEUMS CONFLICT OF INTEREST POLICY:1. ANY POTENTIAL CONFLICT OF INTEREST THAT MAY AFFECT A MATTER UNDER CONSIDERATION SHALL BE DISCLOSED BY THE TRUSTEE TO THE BOARD AND MADE A MATTER OF RECORD AS SOON AS THE POSSIBLE CONFLICT IS DETERMINED.2. THE INTERESTED TRUSTEE SHALL NOT VOTE ON SUCH MATTER AND SHALL NOT ATTEMPT TO EXERT INFLUENCE IN CONNECTION WITH THE MATTER. HE OR SHE MAY BE PRESENT AT THE MEETING OF THE BOARD OR COMMITTEE, BUT HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST.3. THE MINUTES OF THE MEETING SHALL REFLECT THAT A DISCLOSURE WAS MADE AND THE INTERESTED TRUSTEES ABSTENTION FROM VOTING.4. A TRUSTEE WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT TRUSTEES COMPENSATION.5. A MEMBER OF ANY COMMITTEE WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION FOR SERVICES IS PRECLUDED FROM VOTING ON MATTERS PERTAINING TO THAT MEMBERS COMPENSATION. 6. NO TRUSTEE OR COMMITTEE MEMBER WHOSE JURISDICTION INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION, DIRECTLY OR INDIRECTLY, FROM THE CORPORATION, EITHER INDIVIDUALLY OR COLLECTIVELY, IS PROHIBITED FROM PROVIDING INFORMATION TO ANY COMMITTEE REGARDING COMPENSATION. 7. FOR ANY MATTER IN WHICH THE TRUSTEE HAS A MATERIAL FINANCIAL INTEREST, THE FOLLOWING ADDITIONAL PROCEDURES SHALL APPLY PRIOR TO ENTERING INTO THE TRANSACTION:a. THE BOARD DETERMINES IN GOOD FAITH THAT THE CORPORATION WILL ENTER INTO THE TRANSACTION FOR ITS OWN BENEFIT;b. THE BOARD DETERMINES IN GOOD FAITH THAT THE TRANSACTION IS FAIR AND REASONABLE TO THE CORPORATION; ANDc. THE BOARD DETERMINES IN GOOD FAITH AFTER REASONABLE INVESTIGATION THAT THE CORPORATION COULD NOT HAVE OBTAINED A MORE ADVANTAGEOUS ARRANGEMENT WITH REASONABLE EFFORT UNDER THE CIRCUMSTANCES.d. IF THE TRANSACTION IS TO BE CONSIDERED FOR APPROVAL BY A COMMITTEE ANDi. IT WAS NOT REASONABLY PRACTICABLE TO OBTAIN APPROVAL OF THE FULL BOARD PRIOR TO ENTERING INTO THE TRANSACTION; ANDii. THE BOARD, AFTER DETERMINING THAT THE CONDITIONS OF SECTIONS 7A AND 7B OF THE CONFLICT OF INTEREST POLICY WERE SATISFIED, RATIFIES THE TRANSACTION AT ITS NEXT MEETING FOLLOWING APPROVAL BY THE COMMITTEE BY A VOTE OF A MAJORITY OF THE TRUSTEES THEN IN OFFICE WITHOUT COUNTING THE VOTE OF THE INTERESTED TRUSTEE.8. ANY PERSON WHO HAS KNOWLEDGE OF ANY ACTION OR CONDUCT THAT APPEARS CONTRARY TO THE MUSEUMS CONFLICT OF INTEREST POLICY AND PROCEDURES SHALL REPORT THE SAME TO THE CEO OF THE CORPORATION OR THE CHAIRPERSON OF THE BOARD.9. THE MUSEUMS CONFLICT OF INTEREST POLICY AND PROCEDURES APPLY TO THE MEMBERS OF A COMMITTEE OF THE BOARD AS IF EACH COMMITTEE MEMBER WERE A TRUSTEE.10. EACH TRUSTEE MUST BE ADVISED OF THE MUSEUMS CONFLICT OF INTEREST POLICY AND PROCEDURES PRIOR TO COMMENCEMENT OF THE TRUSTEES TERM OF OFFICE. IF A TRUSTEE OR SOMEONE WITH WHOM A TRUSTEE HAS A CLOSE RELATIONSHIP (I.E. A FAMILY MEMBER OR CLOSE COMPANION) HAS OR HAS HAD, A FINANCIAL, EMPLOYMENT, OR PERSONAL RELATIONSHIP WITH AN APPLICANT, GRANTEE, OR VENDOR TO THE CORPORATION, THE TRUSTEE MUST DISCLOSE THIS FACT IN WRITING TO THE CORPORATE SECRETARY. EACH TRUSTEE AND MEMBER OF A COMMITTEE WITH DELEGATED POWERS SHALL ANNUALLY SIGN A STATEMENT WHICH AFFIRMS SUCH PERSON: (1) HAS RECEIVED A COPY OF THE MUSEUMS CONFLICT OF INTEREST POLICY AND PROCEDURES; (2) HAS READ AND UNDERSTANDS THE POLICY AND PROCEDURES; (3) HAS AGREED TO COMPLY WITH THE POLICY AND PROCEDURES; AND (4) UNDERSTANDS THE CORPORATION IS CHARITABLE AND TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE”

“Annually, the executive director prepares an analysis of compensation of the museums ceo to present to the board chair. The analysis considers data from the california association of museums and the american alliance of museums, financial and salary survey data, and other available nonprofit compensation surveys.the board chair presents the information to the executive committee. The executive committee then presents and makes a recommendation to the full board of trustees. The board approves the compensation based on the comparability data and performance.”

“The CEO reviews the annual compensation of all key employees as part of the comprehensive budget review and approval process.”

“The museum posts the last three years of its form 990 information returns andaudited financial statements on its website: www.museumofus.org. The museums governing documents are available upon request.”