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GOVERNANCE AND TRANSPARENCY

 
       
   

The Foundation is committed to sustaining the public trust through effective governance and full transparency. We demonstrate this commitment by subscribing to the Principles for Grantmakers put forth by the Minnesota Council on Foundations and by sharing our policies and practices in related areas, as noted below. If you would like more information on any of the areas noted below, or copies of any referenced documents, please send your request to communications@bushfoundation.org, and we will respond promptly.

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Grantmaking Principles
The desire to give is a defining human characteristic. As members of the Minnesota Council on Foundations, we honor diverse charitable expressions across the wide economic, racial, ethnic and social spectrum. We celebrate new and traditional forms of giving that respond to human needs, build community, increase knowledge and promote creative expression. We acknowledge the fundamental roles and responsibilities of engaged individuals and the public, private and nonprofit sectors in a just and equitable society.

As a community of grantmakers, we embrace philanthropy’s role in a civil society. We are leading advocates for public policy to sustain robust philanthropy. We work strategically through grantmaking and other means to improve the vitality and health of our communities, to educate our members and the field, and to achieve our collective mission of strengthening and expanding philanthropy. We express a shared commitment to excellence by formally subscribing to the following Principles for Grantmakers:

  1. Ethics and Law Principle
    To sustain public trust by adhering to the highest ethical principles and practices and abiding by all state and federal laws that govern philanthropy.
     
  2. Effective Governance Principle
    To achieve effective governance by ensuring performance in the areas of stewardship of assets, donor intent, fiduciary responsibility and sound decision-making.
     
  3. Mission and Goals Principle
    To be purposeful in our philanthropy by having a clearly stated mission and explicit goals.
     
  4. Engaged Learning Principle
    To foster continuous learning and reflection by engaging board members, staff, grantees and donors in thoughtful dialogue and education.
     
  5. Respectful Relationships Principle
    To build constructive relationships with applicants, grantees and donors by ensuring mutual respect, candor, confidentiality and understanding.
     
  6. Transparency Principle
    To achieve transparency in our relationships with the public, applicants, grantees and donors by being clear, consistent and timely in our communications with them.
     
  7. Diversity Principle
    To reflect and engage the diversity of the communities we serve in our varying roles as grantmakers, boards and employers, economic entities and civic participants.
     
  8. Self-Assessment and Commitment Principle
    To uphold the highest standards by regularly assessing ourselves against these principles and committing to implement them.

Articles and Bylaws/Board and Committee Charters
The Foundation’s governance structure is defined in its articles and bylaws filed with the State of Minnesota Attorney General’s Office. Further, we utilize a charter and work plan for the Board and for each committee of the Board that defines the roles, responsibilities, meeting agendas and key risks addressed by each. The Foundation utilizes an enterprise risk framework to help identify, prioritize and assign risk responsibilities to management and the Board.
 
Board of Directors/Board Committees
The Board is authorized to have 15 members, including two officers - a chair and a vice chair. The Board has the authority to create or discontinue committees and to utilize non-Board experts as needed.
 
Currently, there are five committees of the Board—Governance, Investment, Finance, Audit and Executive. The Executive Committee is comprised of the chairs of each committee plus the vice chair (who serves as the chair of the Executive Committee), and is designed to perform a coordinative role for the Board.  It is not a decision-making body. The Board and committees are scheduled to meet at least four times a year, with the committee meetings preceding the Board meetings by several weeks to allow time to prepare the Board for review and decision making.
 
Board and Staff Compensation
The Foundation utilizes market benchmarking to help set Board and staff compensation. We also utilize a formal performance review and feedback system as inputs to compensation and to create development and learning plans for Board and staff.
 
The Board reviews and approves Board compensation approximately every three years. The Board reviews and approves senior management compensation each year. The president reviews and approves all staff compensation, including that of senior management, each year.
 
Conflicts of Interest/Code of Conduct Policy
The Foundation has a conflicts of interest/code of conduct policy that applies to our Board, staff, key partners and vendors in the communities we serve. Our goal is to avoid situations where our relationships impair our ability, in fact or appearance, to be independent in our decision making. To that end, we collect annual statements from all key parties listing relationships that could potentially impair the independence of decision making and work diligently to avoid the conflict. We communicate our policy regularly to the Board as we forge new relationships in pursuit of our goals.
 
Whistleblower Policy
The Foundation is committed to lawful and ethical behavior in all of its activities and requires that our Board of Directors, non-Board member committee members, employees and consultants conduct themselves in a manner that complies with all applicable laws and Foundation policies. To support this commitment, we have a whistleblower policy that is shared with the Board annually, is included in our employee handbook and is monitored quarterly by the Audit Committee of the Board of Directors. The policy provides a communication process for any involved party who wishes to raise concerns about wrongful acts at the Foundation. Wrongful acts encompass conduct that is fraudulent, dishonest or illegal, or which violates the Foundation's Articles and Bylaws, Conflicts of Interest/Code of Conduct Policy, Investment Policy, Confidential Information Policy, grantmaking policies, employee handbook policies or any other Foundation policy.
 
Employee Handbook Policies
The Foundation maintains an employee handbook that helps define the way we work with each other and our practices around employment, security and other matters. We review the handbook annually with the Audit Committee of the Board of Directors and periodically with outside counsel.
 
Investment Policy and Investment Managers
The Foundation’s long-term investment objective is to generate an inflation-adjusted return in excess of the IRS minimum 5.0 percent payout. The Foundation utilizes a small internal investment staff, an outside investment advisor and the investment committee of the Board of Directors to establish its investment policy and to select its investment managers.
 

 
 
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