| FORM 990, PART VI, SECTION A, LINE 7A |
THE GOVERNING BODY IS APPOINTED BY THE GOVERNOR ACCORDING TO OHIO STATE LAW, CHAPTER 187, REVISED CODE. |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE FORM 990 IS SUBMITTED TO THE CHIEF FINANCIAL OFFICER FOR HIS REVIEW. SUBSEQUENT TO HIS APPROVAL, IT IS SUBMITTED TO THE PRESIDENT AND CHIEF INVESTMENT OFFICER FOR REVIEW AND APPROVAL. COPIES OF THE FORM 990 ARE PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING THE RETURN. ADDITIONALLY, JOBSOHIO EMPLOYS DELOITTE TO REVIEW THE RETURN AND PROVIDE GUIDANCE IN IDENTIFYING ERRORS IN THE RETURN SUBMISSION AND FEEDBACK ON QUANTITATIVE AND QUALITATIVE RESPONSES. |
| FORM 990, PART VI, SECTION B, LINE 12C |
JOBSOHIO'S CONFLICTS OF INTEREST POLICY IS INTENDED TO PROTECT THE CORPORATION'S INTEREST WHEN IT IS CONSIDERING A TRANSACTION OR ARRANGEMENT THAT MIGHT BENEFIT THE PRIVATE INTEREST OF A DIRECTOR OR OFFICER OR EMPLOYEE OF THE CORPORATION OR MIGHT DIRECTLY BENEFIT THAT INDIVIDUAL IN OTHER THAN A DE MINIMIS MANNER. THIS POLICY SUPPLEMENTS, BUT DOES NOT REPLACE, OHIO LAWS GOVERNING CONFLICTS OF INTEREST APPLICABLE TO THE CORPORATION. UNDER JOBSOHIO'S CONFLICTS OF INTEREST POLICY, DIRECTORS, OFFICERS AND EMPLOYEES OF THE CORPORATION ARE CONSIDERED TO BE INTERESTED INDIVIDUALS WHERE THEY HAVE, DIRECTLY OR INDIRECTLY, THROUGH BUSINESS, INVESTMENT, OR FAMILY: (A) A NON DE MINIMIS OWNERSHIP OR INVESTMENT INTEREST IN ANY PERSON WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT; (B) A COMPENSATION ARRANGEMENT WITH THE CORPORATION OR ANY PERSON WITH WHICH THE CORPORATION HAS A TRANSACTION OR ARRANGEMENT; OR (C) A NON DE MINIMIS POTENTIAL OWNERSHIP OR INVESTMENT INTEREST IN, OR POTENTIAL COMPENSATION ARRANGEMENT WITH, ANY PERSON WITH WHICH THE CORPORATION IS NEGOTIATING A TRANSACTION OR ARRANGEMENT. COMPENSATION INCLUDES DIRECT OR INDIRECT REMUNERATION AS WELL AS MATERIAL GIFTS OR FAVORS. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST WITH RESPECT TO A SPECIFIC TRANSACTION OR ARRANGEMENT BETWEEN AN INTERESTED INDIVIDUAL AND THE CORPORATION, AN INTERESTED INDIVIDUAL MUST DISCLOSE THE EXISTENCE AND NATURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS TO THE DIRECTOR OF COMPLIANCE, BOARD, AND MEMBERS OF ANY COMMITTEES OR INDIVIDUALS WITH BOARD-DELEGATED POWERS THAT ARE CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS AND ANY DISCUSSION WITH THE INTERESTED INDIVIDUAL, THE INTERESTED INDIVIDUAL MUST LEAVE THE BOARD OR OTHER MEETING WHILE A DETERMINATION IS MADE AS TO WHETHER A CONFLICT OF INTEREST EXISTS. THE BOARD SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. IF THE BOARD DECIDES BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS THAT A CONFLICT EXISTS, THE DISINTERESTED DIRECTORS MUST DETERMINE WHETHER THE CORPORATION CAN OBTAIN, WITH REASONABLE EFFORTS, A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY AVAILABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD MUST DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE CORPORATION'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER THE TRANSACTION OR ARRANGEMENT IS FAIR AND REASONABLE. IF THE BOARD HAS REASONABLE CAUSE TO BELIEVE THAT A DIRECTOR OR OFFICER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT WILL INFORM THE INDIVIDUAL OF THE BASIS FOR SUCH BELIEF AND PROVIDE THE INDIVIDUAL WITH AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE OF THE DIRECTOR OR OFFICER AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD DETERMINES THAT THE DIRECTOR OR OFFICER HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT MUST TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION, INCLUDING, WITHOUT LIMITATION, INITIATING AN ACTION FOR BREACH OF FIDUCIARY DUTY. THE MINUTES OF THE BOARD MEETINGS CONSIDERING POSSIBLE OR ACTUAL CONFLICTS OF INTEREST SHALL BE KEPT AND SHALL CONTAIN BOTH OF THE FOLLOWING: (A) THE NAMES OF THE INDIVIDUALS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE BOARD'S DECISION AS TO WHETHER A CONFLICT OF INTEREST EXISTED; AND (B) THE NAMES OF THE INDIVIDUALS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. IN ADDITION TO THE FOREGOING, ANY OFFICER OR EMPLOYEE OF THE CORPORATION WHOSE RESPONSIBILITY INCLUDES COMPENSATION MATTERS AND WHO RECEIVES COMPENSATION DIRECTLY OR INDIRECTLY FROM THE CORPORATION IS PRECLUDED FROM VOTING OR PROVIDING INFORMATION TO ANY COMPENSATION COMMITTEE ON MATTERS PERTAINING TO THAT INDIVIDUAL'S COMPENSATION. DIRECTORS MAY NOT SOLICIT OR ACCEPT EMPLOYMENT WITH ANY PERSON THAT RECEIVES OR HAS RECEIVED AN INCENTIVE OR OTHER ASSISTANCE AS A RESULT OF A DECISION THAT SUCH DIRECTOR PARTICIPATED IN AS A DIRECTOR OF THE CORPORATION. EACH DIRECTOR, OFFICER AND EMPLOYEE IS REQUIRED TO ANNUALLY SIGN A STATEMENT AFFIRMING THAT SUCH INDIVIDUAL: (A) HAS RECEIVED A COPY OF THE POLICY; (B) HAS READ AND UNDERSTANDS THE POLICY; (C) HAS AGREED TO COMPLY WITH THE POLICY; AND (D) UNDERSTANDS THE CORPORATION'S STATUTORY PURPOSE AND THAT IT IS A NONPROFIT CORPORATION. TO ENSURE THAT THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH ITS STATUTORY AND CHARITABLE PURPOSES OR CONTRACTUAL OBLIGATIONS AND THAT IT DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE THE STATUS OF THE CORPORATION AS AN ORGANIZATION EXEMPT FROM FEDERAL INCOME TAX, PERIODIC REVIEWS OF ITS OPERATIONS ARE PERFORMED. THE PERIODIC REVIEWS, AT A MINIMUM, DETERMINE ALL OF THE FOLLOWING: (A) WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED UPON COMPETENT SURVEY INFORMATION, AND ARE THE RESULT OF ARM'S LENGTH BARGAINING; (B) WHETHER THE CORPORATION'S OPERATIONS ARE CONSISTENT WITH THE ARTICLES, THIS CODE OF REGULATIONS AND CONTRACTUAL OBLIGATIONS, AND ARE PROPERLY DOCUMENTED; AND (C) WHETHER TRANSACTIONS ARE FAIR TO THE CORPORATION, REFLECT REASONABLE INVESTMENT OR PAYMENTS FOR GOODS AND SERVICES, FURTHER THE CORPORATION'S STATUTORY AND CHARITABLE PURPOSES OR CONTRACTUAL OBLIGATIONS, AND DO NOT RESULT IN DIRECT PRIVATE BENEFIT TO DIRECTORS, OFFICERS OR OTHER PERSONS, IN OTHER THAN A DE MINIMIS MANNER. A MAJORITY OF THE DISINTERESTED DIRECTORS MAY REMOVE ANY DIRECTOR FOR MISCONDUCT. MISCONDUCT INCLUDES ANY BEHAVIOR BY A DIRECTOR THAT INDICATES THE DIRECTOR HAS FAILED TO PERFORM HIS OR HER FIDUCIARY DUTIES TO THE CORPORATION; TO COMPLY WITH THE REQUIREMENTS OF THE ARTICLES, THIS CODE OF REGULATIONS, OR ANY CORPORATE CONFLICTS OF INTEREST OR ETHICAL POLICIES; TO MEET HIS OR HER OBLIGATIONS AS A DIRECTOR UNDER OHIO LAW; HAS BEEN CONVICTED OF A FELONY; OR HAS OTHERWISE ENGAGED, THROUGH ACT OR OMISSION, IN SIMILAR BEHAVIOR THAT A MAJORITY OF THE DISINTERESTED DIRECTORS DETERMINES WARRANTS REMOVAL FOR MISCONDUCT. A MAJORITY OF THE DISINTERESTED DIRECTORS HAVE SOLE AUTHORITY TO DETERMINE WHETHER A DIRECTOR SHOULD BE REMOVED FROM OFFICE ON THE BASIS OF MISCONDUCT. EFFECTIVE OCTOBER 1, 2013, JOBSOHIO'S BOARD OF DIRECTORS CREATED AN INDEPENDENT REVIEW PANEL TO, AMONG OTHER THINGS, ASSESS THE ADEQUACY OF JOBSOHIO'S REVIEW PROCESS REGARDING POTENTIAL CONFLICTS OF INTEREST. THE DIRECTOR OF COMPLIANCE HAS COMPILED A LIST OF FINANCIAL AND FIDUCIARY INTERESTS FROM THE FINANCIAL DISCLOSURE STATEMENTS THAT ALL JOBSOHIO BOARD OF DIRECTORS AND NUMEROUS JOBSOHIO STAFF MEMBERS MUST FILL OUT AND SUBMIT TO THE OHIO ETHICS COMMISSION. IN THE FALL OF 2013, JOBSOHIO BUILT INTO ITS CUSTOMER RELATIONSHIP MANAGEMENT SOFTWARE SYSTEM A ROBUST POTENTIAL CONFLICT IDENTIFICATION SYSTEM (PCIS) THAT AUTOMATICALLY SEARCHES FOR MATCHES OF DISCLOSED FINANCIAL AND FIDUCIARY INTERESTS OF BOARD MEMBERS AND EMPLOYEES WITH ANY COMPANY THAT SEEKS AN ECONOMIC DEVELOPMENT INCENTIVE FROM JOBSOHIO. AT THREE POINTS IN THE PROJECT DEVELOPMENT PROCESS, THE PCIS ALERTS JOBSOHIO'S GENERAL COUNSEL OF ANY POTENTIAL CONFLICTS AND REQUIRES THOSE POTENTIAL CONFLICTS OF INTEREST TO BE CLEARED OR MANAGED BEFORE THE PROJECT MAY PROCEED TO APPROVAL. IN TANDEM WITH THE AUTOMATED PCIS PROCESS AND TWICE A WEEK, THE DIRECTOR OF COMPLIANCE PERFORMS AN INDEPENDENT REVIEW OF THE AGENDAS FOR THE PROJECT TEAM MEETINGS TO CHECK FOR POTENTIAL CONFLICTS OF INTEREST IN ADVANCE OF THOSE MEETINGS. |
| FORM 990, PART VI, SECTION B, LINE 15 |
PURSUANT TO ARTICLE 5.1 (A) OF THE JOBSOHIO ARTICLES OF INCORPORATION, THE JOBSOHIO BOARD OF DIRECTORS (BOARD) IS TO APPROVE BY RESOLUTION THE COMPENSATION OF THE CHIEF INVESTMENT OFFICER. PURSUANT TO ARTICLE 5.1 (B) THEREOF, THE BOARD IS TO APPROVE A COMPENSATION PLAN FOR THE CORPORATION. UNDER ARTICLE 6.4 OF THE JOBSOHIO ARTICLES OF INCORPORATION, A COMPENSATION COMMITTEE (COMMITTEE) IS ELECTED BY THE BOARD. THE COMMITTEE IS RESPONSIBLE FOR REVIEWING ANY PLAN FOR THE COMPENSATION OF THE CORPORATION'S EMPLOYEES RECOMMENDED BY THE CHIEF INVESTMENT OFFICER AND FOR MAKING RECOMMENDATIONS REGARDING ANY SUCH PLAN OF COMPENSATION TO THE BOARD FOR THEIR ACTION. IN ADDITION, THE COMMITTEE IS TO REVIEW COMPENSATION ARRANGEMENTS WITH BOTH EMPLOYEES AND INDEPENDENT CONTRACTORS OF THE CORPORATION. DURING THE TAX YEAR THE COMPENSATION COMMITTEE RETAINED THE SERVICES OF A COMPENSATION CONSULTANT AND DEVELOPED AND REVIEWED A COMPENSATION PLAN FOR THE CORPORATION, EXCLUDING THE PRESIDENT/CHIEF INVESTMENT OFFICER. THE COMMITTEE WAS PROVIDED WITH AND CONSIDERED SUPPORTING DATA AND DOCUMENTATION, INCLUDING COMPARISONS, AND APPROVED THE COMPENSATION PLAN. THE COMMITTEE SEPARATELY REVIEWED AND APPROVED A PROPOSAL FOR THE COMPENSATION OF THE PRESIDENT/CHIEF INVESTMENT OFFICER. OFFICERS AND EMPLOYEES THAT WERE THE SUBJECT OF THE COMPENSATION DETERMINATIONS, INCLUDING THE PRESIDENT/CHIEF INVESTMENT OFFICER, WERE NOT PRESENT FOR THE DISCUSSION AND VOTING ON THEIR COMPENSATION. THE ACTIONS OF THE COMPENSATION COMMITTEE WERE CONTEMPORANEOUSLY DOCUMENTED IN COMMITTEE MINUTES. THE ACTIONS OF THE COMPENSATION COMMITTEE WERE FORWARDED TO THE BOARD OF DIRECTORS FOR APPROVAL OF THAT BODY. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE CORPORATION'S ARTICLES OF INCORPORATION ARE FILED WITH THE OFFICE OF THE OHIO SECRETARY OF STATE AND ARE A MATTER OF PUBLIC RECORD AVAILABLE ONLINE. THE CORPORATION'S CONFLICT OF INTEREST POLICY AND AUDITED FINANCIAL STATEMENTS ARE FILED WITH THE OHIO DEVELOPMENT SERVICES AGENCY AND ARE PUBLIC RECORDS AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST. THE FOLLOWING DOCUMENTS ARE AVAILABLE ON THE JOBSOHIO WEBSITE: ARTICLES OF INCORPORATION, CODE OF REGULATIONS, CONFLICTS OF INTEREST POLICY, STANDARDS OF CONDUCT POLICY, EMPLOYEE GIFT POLICY, ETHICAL ANNUAL CONDUCT PLEDGE, ANNUAL ETHICS TRAINING, ANNUAL AUDITED FINANCIAL STATEMENTS, QUARTERLY REVIEWED FINANCIAL STATEMENTS, AND IRS FORM 990. |
| FORM 990, PART IX, LINE 24B: |
NETWORK PARTNER SERVICE FEES ARE AMOUNTS PAID TO JOBSOHIO REGIONAL PARTNERS IN SUPPORT OF ACHIEVING THE MISSION TO PROMOTE ECONOMIC DEVELOPMENT IN THE STATE. THE SIX REGIONAL PARTNERS WITHIN THIS JOBSOHIO NETWORK FOCUS THEIR EFFORTS ON ECONOMIC DEVELOPMENT WITHIN THEIR AREA. |
Attach to Form 990 or 990-EZ.