| FORM 990, PART VI, SECTION A, LINE 1 |
THE BOARD MAY APPOINT AN EXECUTIVE COMMITTEE, WHICH SHALL HAVE AUTHORITY TO TAKE SUCH ACTIONS FOR THE BOARD AS MAY BE REQUIRED BETWEEN MEETINGS OF THE BOARD, PROVIDED SUCH ACTIONS ARE NOT INCONSISTENT WITH LAW, THE ARTICLES OF INCORPORATION, OR THE BYLAWS. |
| FORM 990, PART VI, SECTION A, LINE 6 |
NACD CURRENTLY SERVES 20,283 MEMBERS, PRIMARILY IN THE UNITED STATES, BUT WITH A SMALL INTERNATIONAL CONTINGENT. WE DIVIDE MEMBERSHIP INTO TWO PRIMARY CLASSES, INDIVIDUAL MEMBERS AND FULL BOARD MEMBERS. FULL BOARD MEMBERS JOIN AS A GROUP, AND DURING 2017, SLIGHTLY MORE THAN 79% OF OUR MEMBERSHIP WAS COMPRISED OF FULL BOARD MEMBERS. MEMBERS (REGARDLESS OF CLASSIFICATION) ARE NOT PERMITTED TO ELECT MEMBERS OF OUR GOVERNING BOARD OF DIRECTORS, NOR DO THEY SHARE IN ANY MONETARY PROFITS GENERATED BY THE ORGANIZATION. OUR MEMBERS PARTICIPATE WITH THE ORGANIZATION IN A VARIETY OF WAYS, INCLUDING THROUGH OUR CHAPTER NETWORK IN 21 CITIES ACROSS THE COUNTRY WHERE MONTHLY EDUCATIONAL PROGRAMMING IS OFFERED. MEMBERS ALSO PARTICIPATE VIA ROUNDTABLE DISCUSSIONS BOTH AT THE NATIONAL AND CHAPTER LEVEL, WHERE A TOPIC IS IDENTIFIED FOR DISCUSSION AND DIRECTOR INPUT IS SOUGHT. WE CAPTURE THAT INFORMATION FROM THE DIALOGUE TO SHARE WITH OTHER MEMBERS THROUGH WHITEPAPERS, RESEARCH REPORTS, AND INPUT INTO RESPONSES TO REGULATORY REQUESTS FOR COMMENTS. MEMBERS ALSO ATTEND OUR EDUCATIONAL OFFERINGS AROUND THE COUNTRY, AND ALSO CAN ATTEND OUR ANNUAL CONFERENCE IN THE WASHINGTON, DC AREA. |
| FORM 990, PART VI, SECTION B, LINE 11B |
A DRAFT OF FORM 990 WAS PREPARED BY OUR INDEPENDENT AUDITOR AND REVIEWED BY SENIOR MANAGEMENT. THE DRAFT WAS THEN PROVIDED TO OUR AUDIT & FINANCE COMMITTEE, AS WELL AS THE FULL BOARD OF DIRECTORS FOR REVIEW. |
| FORM 990, PART VI, SECTION B, LINE 12C |
OFFICERS AND DIRECTORS ARE REQUIRED TO SIGN A CONFLICT OF INTEREST POLICY STATEMENT ANNUALLY. THE DIRECTORS' SIGNED STATEMENTS ARE REVIEWED BY THE NOMINATING & GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS. ANY POTENTIAL CONFLICT OF INTEREST IS DISCUSSED BY THE FULL BOARD OF DIRECTORS. IF A CONFLICT OF INTEREST IS IDENTIFIED AT THE BOARD LEVEL, THAT DIRECTOR WOULD RECUSE HIMSELF/HERSELF FROM ANY DISCUSSION/DELIBERATIONS ABOUT THAT TOPIC. WE ALSO HAVE A SYSTEM OF INTERNAL CONTROLS WHICH MONITORS EMPLOYEE EXPENSES AND THE REIMBURSEMENT OF EXPENSES. THE PRESIDENT & CEO'S EXPENSE REPORTS ARE REVIEWED AND APPROVED BY THE COO. IN ADDITION, THE PRESIDENT & CEO'S EXPENSE REPORTS ARE REVIEWED BY THE CHAIRMAN OF THE BOARD'S AUDIT & FINANCE COMMITTEE ON A REGULAR BASIS. WE ALSO REQUIRE MULTIPLE SIGNATURES ON ANY CHECK WRITTEN BY THE ORGANIZATION FOR MORE THAN $20,000, OTHER THAN FOR RENT OR COMPANY-WIDE STAFF INSURANCE PREMIUMS. |
| FORM 990, PART VI, SECTION B, LINE 15 |
THE NACD BOARD OF DIRECTORS HAS A COMPENSATION COMMITTEE COMPRISED OF FOUR INDEPENDENT DIRECTORS APPOINTED ANNUALLY BY THE BOARD. THE COMPENSATION COMMITTEE IS CHARGED WITH ASSISTING THE BOARD OF DIRECTORS IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES RELATING TO THE COMPENSATION AND BENEFITS OF THE CEO AND THE CEO'S SENIOR MANAGEMENT TEAM WITH AN ANNUAL COMPENSATION OF $200,000 OR GREATER. ANY BONUSES PAID TO THE SENIOR MANAGEMENT TEAM ARE ALSO APPROVED BY THE COMPENSATION COMMITTEE. ACCORDING TO THE COMMITTEE'S CHARTER, ITS OVERSIGHT RESPONSIBILITIES INCLUDE: 1. DEVELOPING A COMPENSATION PHILOSOPHY AND POLICIES FOR APPROVAL BY THE BOARD 2. REVIEW OF NACD'S GOALS AND OBJECTIVES RELEVANT TO THE COMPENSATION OF THE CEO AND THE CEO'S SENIOR MANAGEMENT TEAM FOR APPROVAL BY THE BOARD 3. ANNUALLY EVALUATE THE CEO'S PERFORMANCE IN LIGHT OF THESE GOALS AND OBJECTIVES, AND MAKE A RECOMMENDATION TO THE BOARD WITH RESPECT TO THE CEO'S COMPENSATION 4. THE CEO WILL ESTABLISH SALARIES AND ANY ADJUSTMENTS FOR MEMBERS OF THE STAFF BELOW $200,000 IN ANNUAL COMPENSATION FOLLOWING APPROVAL OF A MERIT AND BONUS POOL BY THE COMMITTEE, AND 5. ANNUALLY REVIEW THE CEO'S AND THE CEO'S SENIOR MANAGEMENT TEAM COMPENSATION TO ENSURE THAT SUCH SALARIES, BONUSES, AND BENEFITS ARE APPROPRIATE AND CONSISTENT WITH PUBLISHED COMPENSATION SURVEYS OR GUIDANCE RECEIVED BY OUTSIDE CONSULTANTS. THE COMMITTEE WILL ALSO REVIEW ANY CHANGE IN BENEFITS INCLUDING COMMUTING APPLICABLE TO THE CEO'S SENIOR MANAGEMENT TEAM. |
| FORM 990, PART VI, SECTION C, LINE 19 |
NACD'S GOVERNING DOCUMENTS ARE AVAILABLE FOR REVIEW ON OUR WEBSITE: WWW.NACDONLINE.ORG. INCLUDED ARE NACD'S GOVERNANCE GUIDELINES, BOARD OF DIRECTORS' BIOGRAPHIES, ALL COMMITTEE CHARTERS, BYLAWS, CODE OF ETHICS, AND DOCUMENT RETENTION POLICY. WE KEEP A COPY OF OUR AUDITED FINANCIAL STATEMENTS AND OUR IRS FORM 990 AVAILABLE FOR PUBLIC REVIEW IN OUR OFFICES. OUR IRS FORM 990 IS ALSO AVAILABLE ON GUIDESTAR. NACD'S CONFLICT OF INTEREST POLICY IS DESCRIBED ABOVE, AND IS NOT CURRENTLY PUBLISHED ON OUR WEBSITE. |
| FORM 990, PART VII, SECTION A: |
THREE MEMBERS OF THE GOVERNING BODY RECEIVED FEES FOR CONTRACTED SERVICES THEY PROVIDED IN THEIR CAPACITY AS A FACULTY MEMBER AT THE ASSOCIATION'S WORK PROGRAMS DESCRIBED IN PART III. |
| FORM 990, PART XII, LINE 2C: |
THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM THE PREVIOUS YEAR. |
Attach to Form 990 or 990-EZ.