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PART VI LINE 7B | THE BYLAWS OF THE FOUNDATION STATE THAT NOMINATIONS OF QUALIFIED CANDIDATES TO BE ELECTED AS DIRECTORS OF THE BOARD OF THE FOUNDATION SHALL BE MADE BY THE BOARD OF THE FOUNDATION, UPON CONSULTATION WITH, BUT NOT UNDER THE CONTROL OR DIRECTION OF MASTERCARD INCORPORATED. MOREOVER, THE BYLAWS STATE THAT DIRECTORS OF THE FOUNDATION SHALL BE REQUIRED TO SATISFY THE QUALIFICATIONS OUTLINED IN THE BYLAWS, AS DETERMINED BY A RESOLUTION OF THE BOARD OF DIRECTORS OF THE FOUNDATION AND A MAJORITY OF THE VOTES CAST AT A PROPERLY CONSTITUTED MEETING OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF MASTERCARD INCORPORATED. AMENDING CERTAIN SECTIONS OF THE FOUNDATION'S BYLAWS ALSO REQUIRES APPROVAL BY MASTERCARD INCORPORATED. |
PART VI LINE 11 | THE FORM 990 IS PREPARED BY DELOITTE LLP ("DELOITTE"), BASED ON THE INFORMATION PROVIDED BY THE FOUNDATION'S STAFF. THE FORM 990 IS REVIEWED BY THE FOUNDATION'S STAFF. PRIOR TO FILING, THE FORM 990 IS PROVIDED TO EACH MEMBER OF THE BOARD OF DIRECTORS. DELOITTE SIGNS AS PREPARER AND THE CHIEF EXECUTIVE OFFICER SIGNS ON BEHALF OF THE FOUNDATION. |
PART VI LINE 12C | FOUNDATION OFFICERS MUST COMPLY WITH THE EMPLOYEE CODE OF CONDUCT WHICH REQUIRES AN INITIAL DISCLOSURE FORM BEFORE HIS OR HER INVOLVEMENT WITH ANY OPERATIONS OF THE FOUNDATION. THIS DISCLOSURE IDENTIFIES ANY RELATIONSHIPS, POSITIONS OR CIRCUMSTANCES IN WHICH THE INDIVIDUAL MAY BE INVOLVED THAT HE OR SHE BELIEVES COULD CAUSE A CONFLICT OF INTEREST. THIS INITIAL DISCLOSURE MUST BE CONFIRMED ANNUALLY AND UPDATED WHENEVER SUBSTANTIAL CHANGES OCCUR. THE BOARD OF DIRECTORS ARE GOVERNED UNDER THE CONFLICT OF INTEREST PROVISIONS SET OUT IN THE FOUNDATION'S BYLAWS AND CODE OF CONDUCT FOR DIRECTORS. FOR BOTH OFFICERS AND DIRECTORS THE DISCLOSURE FORMS ARE REVIEWED AS THEY ARE SUBMITTED AND ANY POTENTIAL CONFLICTS ARE ADDRESSED. BOARD MEMBERS WITH A CONFLICT OF INTEREST DO NOT VOTE ON ANY MATTER RELATED TO THE ISSUE FOR WHICH THEY HAVE A CONFLICT, OR RESIGN FROM THE BOARD, AS APPLICABLE. |
PART VI LINE 15A AND 15 B | The Talent and Compensation Committee approves compensation for the President/CEO. President/CEO approves salaries for all Executive Committee members and the Talent and Compensation Committee endorses changes to compensation for the President/ CEO and the Executive Committee. External consultants are engaged to conduct competitive reviews of compensation for the President/CEO, Executive Committee, and all staff. External consultants are also engaged to advise on Compensation strategy. The Foundation reviews compensation planning data provided by external consultants for salary adjustments every year. |
PART VI LINE 19 | GOVERNING DOCUMENTS AND THE CONFLICT OF INTEREST POLICY ARE NOT MADE AVAILABLE TO THE PUBLIC. FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC THROUGH THE FOUNDATION'S WEBSITE. |
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