| FORM 990, PART VI, SECTION A, LINE 6 |
IN ACCORDANCE WITH THE PROVISIONS OF SECTION 601(A) OF THE NOT-FOR-PROFIT CORPORATION LAW OF THE STATE OF NEW YORK (THE "NPCL"), MEDECINS SANS FRONTIERES U.S.A., INC. (THE "CORPORATION") WILL HAVE TWO CLASSES OF MEMBERSHIP: ASSOCIATION MEMBERS AND DIRECTOR MEMBERS. ASSOCIATION MEMBERS: THE ASSOCIATION MEMBERS WILL BE (I) ALL PERSONS GRANTED ASSOCIATION MEMBERSHIP PURSUANT TO WRITTEN GUIDELINES AND A SCHEDULE OF DUES ADOPTED FROM TIME TO TIME BY THE BOARD OF DIRECTORS, AND (II) ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION THEN IN OFFICE WHO ARE NOT OTHERWISE ALREADY ASSOCIATION MEMBERS. FOR THE AVOIDANCE OF DOUBT, PERSONS GRANTED "PROVISIONAL MEMBERSHIP OR SIMILAR STATUS ARE NOT ASSOCIATION MEMBERS. DIRECTOR MEMBERS: THE DIRECTOR MEMBERS WILL BE ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE CORPORATION THEN IN OFFICE. |
| FORM 990, PART VI, SECTION A, LINE 7A |
MEMBERS OF THE ORGANIZATION ELECT A MAJORITY OF THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B |
THE DISPOSITION CLAUSE OF ORGANIZATION'S CERTIFICATE OF INCORPORATION (OR SUBSEQUENT AMENDMENTS) PROVIDES THAT UPON DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ORGANIZATION'S ASSETS, MERGER OR CONSOLIDATION OF THE ORGANIZATION AND DISSOLUTION OF THE ORGANIZATION ARE DETERMINED BY THE DIRECTORS, SUBJECT TO COURT APPROVAL. |
| FORM 990, PART VI, SECTION B, LINE 11B |
FORM 990 WAS PREPARED BY A NATIONALLY RECOGNIZED ACCOUNTING FIRM IN CONJUNCTION WITH THE ORGANIZATION'S FINANCIAL DEPARTMENT. DRAFT FORM 990 WAS REVIEWED BY THE ORGANIZATION'S FINANCE DEPARTMENT AND THE ADMINISTRATIVE COMMITTEE OF THE BOARD OF DIRECTORS AND WAS SUBJECT TO PROPOSED AND REVIEWED ADJUSTMENTS. A FINAL DRAFT VIA ELECTRONIC MAIL WAS PROVIDED TO ALL MEMBERS OF THE BOARD OF DIRECTORS WITH AN OPPORTUNITY FOR THEM TO COMMENT OR MAKE INQUIRY BEFORE IT WAS FILED WITH THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12C |
UPON JOINING THE ORGANIZATION ALL BOARD MEMBERS AND STAFF ARE REQUIRED TO COMPLETE AND SIGN A CONFLICT OF INTEREST STATEMENT AFTER REVIEWING THE CONFLICT OF INTEREST POLICY. ADDITIONALLY, ALL KEY EMPLOYEES (AND OTHERS AS DESIGNATED BY MANAGEMENT) AND BOARD MEMBERS ARE REQUIRED ANNUALLY TO REVIEW THE CONFLICT OF INTEREST POLICY AND COMPLETE A CONFLICT OF INTEREST STATEMENT AND DISCLOSE ANY MATTERS REQUIRED TO BE DISCLOSED BY THE POLICY. |
| FORM 990, PART VI, SECTION B, LINE 15 |
FOR 2023, THE ORGANIZATION MAINTAINED A SALARY SCHEDULE COVERING ALL EMPLOYEES INCLUDING THE EXECUTIVE DIRECTOR AND KEY EMPLOYEES. THE SALARY SCHEDULE CONTAINED 9 GRADES OF SALARY LEVEL WITH SIX SALARY STEPS WITHIN EACH GRADE. THE POLICY OF THE ORGANIZATION, AS APPROVED BY THE BOARD OF DIRECTORS, WAS TO ENSURE THAT THE SALARY OF THE EXECUTIVE DIRECTOR AND OTHER MANAGEMENT POSITIONS WERE WITHIN THE LOWER QUARTILE OF SALARIES FOR SIMILAR POSITIONS IN SIMILAR ORGANIZATIONS. COMPARABILITY SALARY DATA WAS OBTAINED ON A REGULAR BASIS AND PRESENTED TO THE ADMINISTRATIVE COMMITTEE OF THE BOARD. THE PRESIDENT AND VICE PRESIDENT OF THE BOARD REVIEWED THE PERFORMANCE OF THE EXECUTIVE DIRECTOR AND MADE A RECOMMENDATION TO THE ADMINISTRATIVE COMMITTEE REGARDING WHAT STEP IN THE HIGHEST GRADE LEVEL OF THE SALARY CHART SHOULD THE EXECUTIVE DIRECTOR FALL. THE ADMINISTRATIVE COMMITTEE VOTED IN THE GRADE/SALARY STEP FOR THE EXECUTIVE DIRECTOR AND THE DECISION IS DOCUMENTED IN THE MINUTES OF THE MEETING OF THE COMMITTEE AND THE SALARY IS DOCUMENTED BY THE DIRECTOR OF HUMAN RESOURCES AND PROVIDED TO PAYROLL. SALARIES OF OTHER MANAGEMENT TEAM MEMBERS ARE BASED ON PERFORMANCE EVALUATIONS, WERE WITHIN THE APPROPRIATE GRADE AND STEP OF THE SALARY CHART AND APPROVED BY THE EXECUTIVE DIRECTOR. THE COMPENSATION OF THE PRESIDENT OF THE BOARD WAS BASED ON THE HIGHEST GRADE LEVEL (EXECUTIVE DIRECTOR'S GRADE) AND TIME COMMITMENT AS APPROVED BY THE FULL BOARD AND DOCUMENTED IN THE MINUTES OF THE BOARD MEETING. THIS PRACTICE WAS BROUGHT INTO ALIGNMENT IN 2024 TO MANAGE EXCESS BENEFITS TRANSACTIONS AND DEVELOP A SAFEHARBOR, INCLUDING ANNUAL BENCHMARKING FOR CEO AND MT AND BOARD PRESIDENT. IN JANUARY 2021, MSF USA RETAINED KORN FERRY, A GLOBAL ORGANIZATIONAL CONSULTING FIRM, TO CONDUCT A COMPENSATION STUDY. THE CONTRACT WAS EXTENDED ON JUNE 29, 2022 TO PROVIDE ADDITIONAL CONSULTING SERVICES WITH REGARD TO THE EXPANDED SCOPE OF WORK AROUND SUCCESS PROFILES, PERFORMANCE MANAGEMENT PROCESS, TRAINING, IMPLEMENTATION, CHANGE MANAGEMENT AND COMMUNICATION. UPDATED SUCCESS PROFILES, TITLES, AND SALARY LEVELS WERE IMPLEMENTED IN JANUARY 2024. MSF USA CONTINUES TO RETAIN KORN FERRY THROUGH 2024 TO SUPPORT AN UPDATED PERFORMANCE MANAGEMENT PROCESS AND MERIT-BASED SALARY INCREASES. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. |
| LINE 11C - ACCOUNTING FEES |
THE ACCOUNTING FEES FOR 2023 INCLUDE A CORRECTION FROM THE PREVIOUS YEAR'S ACCOUNTING FEES. |
| FORM 990, PART XI, LINE 9: |
ACTUARIAL LOSS ON ANNUITY AND TRUST OBLIGATIONS -1,527,783. GAIN ON FOREIGN EXCHANGE 32,983. |
| FORM 990, PART XII, LINE 2B |
THE ORGANIZATION'S FINANCIAL STATEMENTS ARE INCLUDED IN AUDITED INTERNATIONAL FINANCIAL STATEMENTS BASED ON A COMBINATION. THE INTERNATIONAL FINANCIAL REPORT REPRESENTS AN AGGREGATION OF THE FINANCIAL STATEMENTS OF THE 24 SECTIONS, 18 BRANCH OFFICES, NUMEROUS SATELLITES AND MSF INTERNATIONAL. |