WILLIAM J. CLINTON FOUNDATION MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS DECEMBER 20, 2011

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Call to Order The meeting of the Board of Directors was called to order at 3:00pm at the offices of the William J. Clinton Foundation, 77 Water Street. New York, NY. a.

 

Directors Present: Chelsea Clinton Bruce R. Lindsey Terry McAuliffe  b.

 

Invitees: President William J. Clinton John Podesta Laura Graham, Chief Operating Officer, Clinton Foundation Andy Kessel, Chief Financial Officer, Clinton Foundation 2.

 

July 3, 2011 Board Meeting The Board recognized that an interim Board Meeting was held on July 3, 2011, in Aspen, Colorado, where no votes were taken. 3.

 

Foundation Total Compensation Philosophy Mr. Lindsey reviewed a proposed Total Compensation Philosophy prepared by the Foundation’s Human Resource Department. In 2011, the Foundation reviewed the cash compensation (salary and bonus) of its employees compared to the cash compensation of employees in comparable positions at other non-profit organizations. In 2012, the Foundation intends to review the competitiveness of its benefits program. The Board was asked to approve the Parameters for the Foundation’s Total Compensation Philosophy. After discussion, the Board approved the Parameters. 4.

 

2012 Salary Recommendations The Board reviewed the salary recommendations for the Clinton Foundation and the Clinton Global Initiative for 2012. In addition to the employee’s performance review, our benchmarking data was used to prepare the 2012 salary recommendations. Salary

 

increases for employees who were at or above the midpoint of their salary range was capped at 4%. For those employees whose compensation was below the midpoint of the salary range for their position, their salary increase was capped at the lesser of the midpoint of their salary range or

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10% if their performance was rated at the top level (1) of “exceeds all expectations;”

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8% if their performance was rated at the next level (2) of “exceeds most expectations;” or

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6% if their performance was rated at the next level (3) of “meets expectations.” Those employees whose performance was rated below an acceptable level did not receive an increase and were placed on an improvement plan. Additional exceptions were made for CGI employees, who on average were significantly below the market as compared to other parts of the organization, and for a handful of other employees that warranted special consideration. After discussion, the Board approved the 2012 Salary Recommendations. 5.

 

2010 990 and Audited Financials Mr Kessel presented the 990 and Audited Financial for fiscal year 2010. The Board approved both. 6.

 

2012 Program Budget The Board reviewed the proposed 2012 Program Budget. The Board approved the annual financial commitments to the Alliance for a Healthier Generation and the Clinton Health Access Initiative. It was determined that a request by the Clinton Health Access Initiative for funds for Haiti would be declined. The Clinton Climate Initiative budget was deferred pending a comprehensive review; but, in the interim, CCI would continue at its current run rate. It was determined that the Clinton Economic Opportunity initiative would be scaled back. With respect to the Hot Springs, Arkansas, property owned by the Foundation, a decision was made not to develop the property, but instead to explore selling it. All other program items were approved as proposed. 7.

 

Executive Session The Board then held an Executive Session.