Sample questions - compensation and related party transactions

 

Nonfixed compensation

You provide (or will provide) compensation through non-fixed payments. Provide the following information:

  • The non-fixed payment compensation arrangements you use or intend to use
  • Who is eligible for your non-fixed payment compensation arrangements; explain how you determine the amount of non-fixed compensation and the approval process
  • The limits you place on total compensation, and
  • Other information about these compensation arrangements, including copies of any employment or compensation contracts or agreements.

Related party compensation decisions

You provide (or will provide) compensation to related parties. Provide the following information:

  • The compensation arrangements that you have (or will have) with related parties
  • The related parties that are eligible for compensation and their relationship to you
  • How you determine amounts of compensation and the approval process for direct and indirect compensation for board members or other related employees
  • The limits you place on total compensation for related parties, and
  • Any other information about your related party compensation arrangements, including copies of any employment or compensation contracts or agreements.

Common control

One or more members of your governing body receives (or will receive) compensation from an organization related to you through common control. Provide the following information:

  • The compensation arrangements that members of your governing body have (or will have) with organizations that are related to you through common control
  • The individuals who are eligible to receive compensation from organizations that are related to you through common control; describe how you and each individual are related to those organizations
  • The process used to approve compensation arrangements with organizations that are related to you through common control
  • The limits you place on compensation arrangements between individuals related to you and organizations that are related to you through common control, and
  • Other information about these common control compensation arrangements, including copies of any employment or compensation contracts or agreements.

Leases, contracts, loans and other similar agreements with officers and directors

You have (or will have) leases, contracts, loans or other agreements with your directors or officers, or with organizations in which one or more of your directors or officers has a financial interest. Provide the following information:

  • A description of all leases, contracts, loans and other similar agreements you made (or intend to make) with your officers and directors
  • A description of all leases, contracts, loans and other similar agreements you made (or intend to make) with organizations in which one or more of your directors or officers has a financial interest
  • The parties with whom you have (or will have) these agreements
  • The process used to approve these leases, contracts, loans or other similar agreements
  • How you ensure that you pay no more than fair market value or that you are paid at least fair market value when agreements involve related individuals or entities, and
  • Copies of all signed leases, contracts, loans or other written agreements with related parties; if you have leases, contracts, loans or other agreements with related parties that are not in writing, provide copies of the board of directors' minutes that authorize these agreements.

Purchase or sale of goods, services and assets to or from officers or directors

  1. You purchased (or will purchase) goods, services or assets from one or more of your officers or directors.
  1. You sold (or will sell) goods, services or assets to one or more of your officers or directors.] Provide the following information:
    • A description of all [purchases, sales, purchases and sales] you made (or intend to make) with your officers and directors.
    • The parties with whom you made (or will make) these [purchases, sales, purchases and sales].
    • The process you use for negotiating and approving [purchases, sales, purchases and sales] of goods, services, and assets with your officers and directors.
    • How you determine the price of the goods, services or assets that you [purchase from, sell to, purchase from or sell to] your officers and directors, and how you determine that all transactions are made at fair market value.
    • Copies of all contracts and other written documents relating to [purchases, sales, purchases and sales] of goods, services and assets with your officers and directors. If you made [purchases, sales, purchases and sales] with your officers or directors without executing a written document, provide copies of board of directors' minutes that authorized the transaction.

Additional information

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