Oneoc

“The business and finance committee votes on financial matters (financial statements, new fiscal projects), the audit committee approves the audit and tax return and the investment committee sets up the investment strategies and presents it to the board of directors in a consent agenda for approval. The board of directors can pull it if they have any questions. B & f (4 of 10 on board), audit committee (2 of 6 on board), investment committee (1 of 4 on board)”

“The 990 is reviewed and approved by the audit committee. It is then presented to the board for approval.”

“Oneoc does have a written conflict of interest policy on file. The business and finance committee of the board is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflicts of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and executive leadership or key employees). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the conflicts of interest policy; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflicts of interest questionnaire. The completed questionnaires are reviewed by the business and finance committee and any persons with actual or potential conflicts are informed via written communication. The procedures for addressing any conflict of interest includes, but is not limited to, the following: (1) the conflicting interest is fully disclosed to the board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval of such transaction; (4) alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; (5) any conflicting issues during the course of a board meeting which cannot be resolved is referred back to the business and finance committee; and (6) the transaction or action must be approved by a majority of disinterested persons.”

“The board assigns a standing governance committee, comprised solely of independent directors, none of which have a conflict of interest with respect to the compensation arrangement, to be accountable for setting reasonable compensation packages for the ceo. The committee develops, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for the ceo. The committee uses benchmarking data for the total compensation and benefits packages of the ceo, i.e., total economic benefits paid by similarly situated organizations for similar job responsibilities and the annual compensation & benefit guide by the center for nonprofit management. The committee presents its report to the board of directors for a discussion which is documented in the board minutes. A similar process takes place by the ceo for each of the key officers and highly compensated employees. The process described here was last completed in 2022”

“While federal tax laws do not mandate that the organization's governing documents, conflict of interest policy, and financial statements be made available for public inspection, the organization makes it financial statements available upon request.”

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