The Naras Foundation

“The executive committee is comprised solely of no less than four directors, one of whom shall be a representative chosen by naras, and whose number shall be fixed from time to time by the board. The members of the executive committee shall be elected to a one-year term by vote of the majority of the entire board at the annual meeting of the board (or at such other meeting as may be selected by the board) acting upon the recommendations of the nominating committee; provided, however that the chair (who shall serve as chair of the executive committee), vice chair and secretary/treasurer shall serve ex officio as voting members of the executive committee. The president shall serve ex officio as a non-voting member of the executive committee. Additional members of the executive committee may be recommended by the nominating committee from time to time. During those periods when the board is not in session, the executive committee shall have the power to act with the full authority of the board and shall exercise general supervision of the affairs of foundation, and in all events shall be authorized to address matters of a sensitive, confidential nature, to the extent permitted by delaware general corporation law. Any action taken by the executive committee shall be reported to the board as soon as is practicable.”

“Form 990 was not reviewed by the governing body as the governing body of The NARAS Foundation voted to dissolve and completely liquidate the Foundation at its Board meeting on October 16, 2016. Substantially all of the assets of The NARAS Foundation will be transferred to GRAMMY Museum Foundation, Inc. The financial audit and subsequent preparation of the Form 990 was finalized after The NARAS Foundation Board of Directors disbanded.”

“The conflict of interest policy and questionnaire is presented to board members on an annual basis. The responses are maintained by the director of corporate contracts and corporate secretary of NARAS. The conflict of interest policy is monitored and enforced by both NARAS Foundation management and the chairperson of the board.”

“On a bi-annual basis, management prepares an analytical study of executive compensation that compares the compensation paid to executives in similar tax-exempt organizations of similar activities and size, using the amounts reported on the Form 990 for these similar organizations. The process is managed by the President and CEO, Neil Portnow, with input from our independent Public Accounting firm. This study is then provided to the Organization's audit committee for review. The President and CEO of Musicares Foundation is also the President and CEO of The National Academy of Recording Arts & Sciences, Inc. ("NARAS"), an affiliated tax exempt organization. The president and CEO is paid entirely by NARAS and is subject to the compensation policies set forth for that tax exempt organization.”

“The organization makes its governing documents and conflict of interest policy available to the public upon request.”

“ALL OF NEIL PORTNOW'S COMPENSATION IS PAID BY NARAS, AN AFFILIATED EXEMPT ORGANIZATION, FOR HIS SERVICES TO THEM. HIS SERVICES TO THE naras FOUNDATION ARE AS A VOLUNTEER AND AS SUCH, HE IS NOT COMPENSATED BY THE naras FOUNDATION FOR ANY OF HIS WORK AS ITS PRESIDENT AND CEO.”

“Other Professional Services: Program service expenses 418,646. Management and general expenses 59,036. Fundraising expenses 137,813. Total expenses 615,495. Layout & Design: Program service expenses 21,757. Management and general expenses 0. Fundraising expenses 1,628. Total expenses 23,385. Public Relations: Program service expenses 27,317. Management and general expenses 0. Fundraising expenses 0. Total expenses 27,317. Photography: Program service expenses 9,565. Management and general expenses 0. Fundraising expenses 323. Total expenses 9,888. Commissions: Program service expenses 0. Management and general expenses 0. Fundraising expenses 30,160. Total expenses 30,160. Computer Programming & Consulting: Program service expenses 2,449. Management and general expenses 1,037. Fundraising expenses 8,172. Total expenses 11,658. Security: Program service expenses 24,211. Management and general expenses 2,740. Fundraising expenses 2,791. Total expenses 29,742. Transcription: Program service expenses 7,100. Management and general expenses 0. Fundraising expenses 0. Total expenses 7,100.”

“For GAAP purposes, THE NARAS Foundation is affiliated with National Academy of Recording Arts & Sciences, Inc. ("NARAS"), Musicares Foundation, Inc., Grammy Museum Foundation, Inc., NARAS Properties, Inc., the Latin Academy of Recording Arts & Sciences ("LARAS") and Latin Grammy Cultural Foundation. However, there is not a majority board overlap between THE NARAS Foundation and these other exempt organizations. Accordingly, these entities are not treated as related organizations for tax purposes.”

“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. Section 1.263(a)-3(n) Capitalization Election Taxpayer hereby elects to capitalize repair and maintenance costs under Treas. Reg. 1.263(a)-3(n). The costs were incurred during the taxable year in the electing taxpayer's trade or business and the electing taxpayer treats such costs as capital expenditures on its books and records.”