Page 36 - 2024 April report

BOARD OF DIRECTORS MINUTES (5)
Malcolm is looking for some kind of governance piece/course of study that would help define the roles of the Board, Board Chair, and CEO. Both Bill and Angelique suggested Board Source as an excellent resource. Sherry suggested that Malcolm and Bobby document what this transition process has been for them, and the lessons learned. This could be valuable to other foundations as well as for JSF in whatever future transitions may evolve.
6. Committee Reports and Business A. Audit & Risk Committee
In Hugh’s absence, Sherry served as the Acting Chair and reported that she had spoken with Hugh prior to the Committee meeting.
The Committee had discussed the payment to the lawyers for the 2024 work on Malcolm’s O1 Visa and whether it makes sense to be paying this going forward. Sherry said that she had spoken privately to Malcolm about this.
The Committee also discussed risk assessment items that Hugh, Bobby and Tommy had been discussing with Templeton. There will need to be some different protocols going forward for payments to Canadian Directors and consultants. There are changes that need to be made regarding the payments from Malcolm’s Deferred Compensation Agreement. These do have some tax implications for both Malcolm and the Foundation.
The Committee voted to retain Templeton for the 2024 audit (which will be done in 2025).
B. Compensation Committee Malcolm was excused.
King reported that the Committee had been advised of the risk assessment discussions Hugh, Bobby and Tommy had been discussing with Templeton concerning Malcolm’s reimbursement for health insurance and HRA fundings since he is not an employee. That amount previously shown on the staff medical expenses totaled $49,311.29. Templeton had opined that this amount could be included in Malcolm’s compensation with no reference to health insurance. The Committee had reviewed e-mail communications on this matter. The Committee recommended Malcolm’s consulting agreement be redrafted to include this $49,311.29. A draft of that agreement letter was included in the Board materials. King pointed out that there was a separate agreement with Malcolm executed in December which is not a part of this consulting agreement.
Questions arose as to whether this is to be a one-year agreement or until the time that Malcolm retires from the Board. Will this amount be less next year? Will the role as advisor decrease (or increase) next year? It was pointed out that all of the Board consultants are asked each year if they are willing to serve for another year. At this time, none of the consulting agreements include time in them. To be consistent, this agreement also makes no reference to term of service. There is currently no review of the role of Board Chair, other than the annual Board election of Foundation officers.
Simply stated, this is an update of an existing agreement, however, the term “employment” will be replaced with “engagement” to more accurately reflect the nature of the relationship between Malcolm and the Foundation.
The Board unanimously approved the execution of the engagement letter with Malcolm Macleod.
Malcolm returned to the meeting.
Page 34 April Report