2023-08-11T08:08:19-05:00 2022-09-30 PwC US Tax LLP 655 NEW YORK AVENUE WASHINGTON DC 20001 990 2021-10-01 521042433 MUNICIPAL SECURITIES RULEMAKING BOARD % BONNIE MOYNIHAN MUNI 2028381500 1300 I Street NW STE 1000 Washington DC 20005 MARK T KIM CEO 2673303000 2023-08-10 true MARK T KIM 999009999 TRAVIS L PATTON P00369623 2024141000 2023-08-10 2 2021 2023-04-26 12:10:37Z Mark T Kim SAME AS C ABOVE Washington DC 20005 32395479 false X www.MSRB.org X 1975 VA THE MSRB PROTECTS INVESTORS, STATE AND LOCAL GOVERNMENTS AND OTHER MUNICIPAL ENTITIES, AND THE PUBLIC INTEREST BY PROMOTING A FAIR & EFFICIENT MUNICIPAL SECURITIES MARKET. 15 15 125 0 0 0 32083204 28176139 2983823 3549975 631915 668714 260 651 35699202 32395479 0 0 0 0 23093921 23491560 0 0 0 18070193 18067390 41164114 41558950 -5464912 -9163471 78531119 68082981 10936216 11570964 67594903 56512017 X SEE SCHEDULE O false false Responsible for developing and maintaining the MSRB rules that establish responsibilities and standards for brokers, dealers and municipal securities dealers effecting municipal securities transactions and for municipal advisors that engage in municipal advisory activities. Market Regulation also maintains the MSRB's professional qualifications program, create compliance and educational resources for regulated entities and provide assistance to other securities regulators that examine for compliance with and enforce MSRB rules: See Schedule O Responsible for developing and operating the MSRB's market transparency and information systems that receive, process and disseminate market-critical data and documents relied on by the municipal securities market, supporting business operations and optimizing the business experience. Cybersecurity prevention, detection and incident response are also the responsibility of this program: See Schedule O Responsible for initiatives that provide insight into the municipal market through data research and analysis. This includes a focus on the governance, quality and analysis of data collected by the MSRB's market transparency systems and providing economic analysis and research relating to regulatory and transparency projects. Economic analysis informs the regulatory approach to addressing an identified need for rulemaking and evaluates the cost of the regulation against the benefit to the market. Working with market transparency and technology, this program also guides strategic development and ongoing improvements of MSRB's market transparency systems including the EMMA website: See Schedule O false false false true false false false false false true false false false true true true false false false false false false false false false false false false true false false false false false false false false false false false false false false true 82 0 true 125 true false false false false false false false false X 15 15 false false false false false false true true true false false true true true true true true true false false DC X X BONNIE MOYNIHAN 2028381500 1300 I STREET NW SUITE 1000 Washington DC 20005 X X MARK T KIM PRESIDENT & CEO 40.0 0.0 X 678950 0 57227 NANETTE D LAWSON CHIEF OPERATING OFFICER 40.0 0.0 X 532069 0 67320 JOHN A BAGLEY CHIEF MARKET STRUCTURE OFFICER 40.0 0.0 X 490531 0 61320 GAIL MARSHALL CHIEF REGULATORY OFFICER 40.0 0.0 X 435629 0 46351 E ADAM CUSSON CHIEF TECHNOLOGY OFFICER 40.0 0.0 X 447906 0 25915 JACOB LESSER GENERAL COUNSEL 40.0 0.0 X 415203 0 25397 BRIAN ANTHONY CHIEF DATA OFFICER 40.0 0.0 X 306774 0 51040 JOHN TOYE DEPUTY CHIEF TECHNOLOGY OFFCR 40.0 0.0 X 275169 0 58851 LALITA HIRVE DEPUTY CHIEF TECHNOLOGY OFFCR 40.0 0.0 X 283376 0 50248 SIMON WU CHIEF ECONOMIST 40.0 0.0 X 295266 0 30296 TANGIE DAVIS DEPUTY CHIEF TECHNOLOGY OFFICR 40.0 0.0 X 284803 0 38978 LEAH SZAREK CHIEF OF EXTERNAL RELATIONS 40.0 0.0 X 282246 0 37014 SALLY KLEMPERER SR. ASSOCIATE GENERAL COUNSEL 40.0 0.0 X 284367 0 33209 JILL FURICK CHIEF PEOPLE OFFICER 40.0 0.0 X 282988 0 31904 OMER S AHMED CFO & TREASURER 40.0 0.0 X 235009 0 57020 RONALD W SMITH CORPORATE SECRETARY 40.0 0.0 X 252710 0 34281 SARA AHMADZAI ASSISTANT CORPORATE SECRETARY 40.0 0.0 X 161448 0 35390 MALLORY BUCHER FORMER ASST CORP SECRETARY 40.0 0.0 X 135350 0 24140 JESSICA FAUCETTE ASSISTANT CORPORATE SECRETARY 40.0 0.0 X 102609 0 17473 PATRICK BRETT DIRECTOR, BOARD CHAIR 8.0 0.0 X X 71250 0 0 EDWARD J SISK FORMER BOARD CHAIR 0.0 0.0 X 67500 0 0 JOSEPH P DARCY DIRECTOR 6.0 0.0 X 63750 0 0 MEREDITH L HATHORN DIRECTOR, BOARD VICE CHAIR 6.0 0.0 X X 63750 0 0 CAROLINE CRUISE DIRECTOR 6.0 0.0 X 61250 0 0 SEEMA MOHANTY DIRECTOR 6.0 0.0 X 61250 0 0 DONNA M SIMONETTI DIRECTOR 6.0 0.0 X 61250 0 0 FRANCIS E FAIRMAN IV DIRECTOR 6.0 0.0 X 60000 0 0 CAROL KOSTIK DIRECTOR 6.0 0.0 X 60000 0 0 DANIEL KILEY DIRECTOR 6.0 0.0 X 57500 0 0 THALIA MEEHAN DIRECTOR 6.0 0.0 X 57500 0 0 ANGELIA SCHMIDT DIRECTOR 6.0 0.0 X 57500 0 0 JULIA H COOPER FORMER DIRECTOR 0.0 0.0 X 48750 0 0 MANJU S GANERIWALA FORMER DIRECTOR 0.0 0.0 X 41250 0 0 SONIA TOLEDO FORMER DIRECTOR 0.0 0.0 X 41250 0 0 BETH WOLCHOCK FORMER DIRECTOR 0.0 0.0 X 41250 0 0 WILLIAM M FITZGERALD SR FORMER DIRECTOR 0.0 0.0 X 21305 0 0 ROBERT CLARKE BROWN FORMER DIRECTOR 0.0 0.0 X 19341 0 0 JENNIE HUANG BENNETT DIRECTOR 6.0 0.0 X 16250 0 0 WARREN DANIELS DIRECTOR 6.0 0.0 X 16250 0 0 KATANO KASAINE DIRECTOR 6.0 0.0 X 16250 0 0 ELIZABETH SWEENEY DIRECTOR 6.0 0.0 X 16250 0 0 6571153 0 783374 83 true true false AMAZON WEB SERVICES INC 410 TERRY AVENUE NORTH SEATTLE WA 98109 CLOUD SRVC PROVIDER 2154296 CC PACE SYSTEMS INC 4100 MONUMENT CORNER DRIVE SUITE 4 FAIRFAX VA 22030 SOFTWARE DEVELOPMENT 1839330 ACCENTURE FEDERAL SERVICES 800 CONNECTICUT AVE NW SUITE 600 WASHINGTON DC 20006 SOFTWARE DEVELOPMENT 1781419 HITACHI VANTARA LLC 2535 AUGUSTINE DRIVE SANTA CLARA CA 95054 SOFTWARE DEVELOPMENT 1778362 ARSHIL LLC 41940 PADDOCK GATE PL ASHBURN VA 20148 SOFTWARE DEVELOPMENT 569850 13 28176139 28176139 DATA SUBSCRIPTIONS 900099 2440175 2440175 RULE VIOLATION FINE REVENUE 900099 761500 761500 PROFESSIONAL QUALIFICATION EXAM FEES 900099 348300 348300 3549975 668714 668714 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 OTHER INCOME 900099 651 651 651 32395479 4219340 0 X 0 0 0 0 6138281 0 0 13893412 1086397 1155425 1218045 0 87094 419773 207000 0 0 3700670 0 497408 4428699 0 2261493 161425 0 171285 773 0 3682937 358793 DATA & INFORMATION SERVICES 1248973 DUES, REGISTRATIONS, TRAIN. 128499 PROPERTY AND OTHER TAXES 462582 SUBSCRIPTIONS & PUBLICATIONS 124300 125686 41558950 0 0 0 734694 1728944 4111650 2145830 0 0 4040472 4239097 0 0 0 0 0 0 0 0 1663128 1773604 52583329 37598692 10590006 14984637 57391169 43210869 0 0 0 0 0 0 0 0 78531119 68082981 4990928 5952183 0 0 214700 290847 0 0 0 0 0 0 0 0 0 0 5730588 5327934 10936216 11570964 X 67594903 56512017 0 0 67594903 56512017 78531119 68082981 -9163471 -1909054 -10361 X false true X true false false false false 28176139 222928 222928 222928 4384685 1969320 2415365 2146808 1773965 372843 46051836 33855407 12196429 14984637 0 DEFERRED RENT 5324946 LEASE OBLIGATION 2988 5327934 X 30476064 -1909054 -1909054 32385118 10361 10361 32395479 41558950 41558950 41558950 FORM 990, SCHEDULE D, PART X, LINE 2 - FIN 48 (ASC 740) FOOTNOTE THE MSRB ADDRESSES UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH ASC TOPIC 740, INCOME TAXES, WHICH PROVIDES GUIDANCE FOR HOW UNCERTAIN TAX POSITIONS SHOULD BE RECOGNIZED, MEASURED, PRESENTED AND DISCLOSED IN FINANCIAL STATEMENTS. DURING THE YEARS FROM 2019 TO 2022, WHICH REPRESENT THE YEARS MANAGEMENT CONSIDERS TO BE OPEN FOR EXAMINATION BY TAXING AUTHORITIES, MANAGEMENT DID NOT IDENTIFY THE EXISTENCE OF ANY UNCERTAIN TAX POSITION. X true true X X X X X false false false MARK T KIM PRESIDENT & CEO 588950 0 90000 0 0 0 20300 0 36927 0 736177 0 0 0 NANETTE D LAWSON CHIEF OPERATING OFFICER 465569 0 66500 0 0 0 26100 0 41220 0 599389 0 0 0 JACOB LESSER GENERAL COUNSEL 370203 0 45000 0 0 0 21421 0 3976 0 440600 0 0 0 RONALD W SMITH CORPORATE SECRETARY 225560 0 27150 0 0 0 21055 0 13226 0 286991 0 0 0 OMER S AHMED CFO & TREASURER 210009 0 25000 0 0 0 19002 0 38018 0 292029 0 0 0 SARA AHMADZAI ASSISTANT CORPORATE SECRETARY 150598 0 10850 0 0 0 13799 0 21591 0 196838 0 0 0 JOHN A BAGLEY CHIEF MARKET STRUCTURE OFFICER 440531 0 50000 0 0 0 23850 0 37470 0 551851 0 0 0 GAIL MARSHALL CHIEF REGULATORY OFFICER 395629 0 40000 0 0 0 23200 0 23151 0 481980 0 0 0 E ADAM CUSSON CHIEF TECHNOLOGY OFFICER 389906 0 58000 0 0 0 19888 0 6027 0 473821 0 0 0 BRIAN ANTHONY CHIEF DATA OFFICER 266774 0 40000 0 0 0 18082 0 32958 0 357814 0 0 0 JILL FURICK CHIEF PEOPLE OFFICER 257988 0 25000 0 0 0 18366 0 13538 0 314892 0 0 0 LEAH SZAREK CHIEF OF EXTERNAL RELATIONS 252246 0 30000 0 0 0 22072 0 14942 0 319260 0 0 0 SIMON WU CHIEF ECONOMIST 267366 0 27900 0 0 0 17658 0 12638 0 325562 0 0 0 LALITA HIRVE DEPUTY CHIEF TECHNOLOGY OFFCR 257776 0 25600 0 0 0 21181 0 29067 0 333624 0 0 0 SALLY KLEMPERER SR. ASSOCIATE GENERAL COUNSEL 257717 0 26650 0 0 0 19715 0 13494 0 317576 0 0 0 TANGIE DAVIS DEPUTY CHIEF TECHNOLOGY OFFICR 257503 0 27300 0 0 0 22784 0 16194 0 323781 0 0 0 JOHN TOYE DEPUTY CHIEF TECHNOLOGY OFFCR 250069 0 25100 0 0 0 22735 0 36116 0 334020 0 0 0 MALLORY BUCHER FORMER ASST CORP SECRETARY 122719 0 10000 0 2631 0 10155 0 13985 0 159490 0 0 0 EDWARD J SISK FORMER BOARD CHAIR 67500 0 0 0 0 0 0 0 0 0 67500 0 0 0 JULIA H COOPER FORMER DIRECTOR 48750 0 0 0 0 0 0 0 0 0 48750 0 0 0 MANJU S GANERIWALA FORMER DIRECTOR 41250 0 0 0 0 0 0 0 0 0 41250 0 0 0 SONIA TOLEDO FORMER DIRECTOR 41250 0 0 0 0 0 0 0 0 0 41250 0 0 0 BETH WOLCHOCK FORMER DIRECTOR 41250 0 0 0 0 0 0 0 0 0 41250 0 0 0 WILLIAM M FITZGERALD SR FORMER DIRECTOR 21305 0 0 0 0 0 0 0 0 0 21305 0 0 0 ROBERT CLARKE BROWN FORMER DIRECTOR 19341 0 0 0 0 0 0 0 0 0 19341 0 0 0 FORM 990, SCHEDULE J, PART I, LINE 1A - ADDITIONAL BENEFITS PROVIDED The MSRB reimburses Board Members and the Chief Executive Officer for the cost of coach class air travel for flights of 3 hours or less in total one-way trip duration. For air travel more than 3 hours in total one-way trip duration, the MSRB reimburses Board Members and the Chief Executive Officer for the use of business class when available, or if only two classes of service are offered, first class. Board Members and the Chief Executive Officer are reimbursed for the use of business class rail fares. The MSRB has determined this meets the business requirement standard for not treating the benefit as compensatory on the Form W-2 or 1099. FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION'S MISSION THE MISSION OF THE MSRB IS TO PROTECT AND STRENGTHEN THE MUNICIPAL BOND MARKET, ENABLING ACCESS TO CAPITAL, ECONOMIC GROWTH, AND SOCIETAL PROGRESS IN TENS OF THOUSANDS OF COMMUNITIES ACROSS THE COUNTRY. - WE CREATE TRUST IN OUR MARKET THROUGH INFORMED REGULATION OF DEALERS AND MUNICIPAL ADVISORS THAT PROTECTS INVESTORS, ISSUERS AND THE PUBLIC INTEREST. - WE BUILD TECHNOLOGY SYSTEMS THAT POWER OUR MARKET AND PROVIDE TRANSPARENCY FOR ISSUERS, INSTITUTIONS, AND THE INVESTING PUBLIC. - WE SERVE AS THE STEWARD OF MARKET DATA THAT EMPOWERS BETTER DECISIONS AND FUELS INNOVATION FOR THE FUTURE. FORM 990, PART III, LINE 4A, PROGRAM SERVICE ACCOMPLISHMENTS ESTABLISHING REGULATIONS AND SUPPORTING GUIDANCE FOR MUNICIPAL ADVISORS AND DEALERS: THE MSRB WAS CREATED BY CONGRESS TO REGULATE SECURITIES FIRMS, BANKS AND MUNICIPAL ADVISORS THAT ENGAGE IN MUNICIPAL SECURITIES AND MUNICIPAL ADVISORY ACTIVITIES (COLLECTIVELY "REGULATED ENTITIES") WITH THE GOAL OF PROTECTING INVESTORS, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND THE PUBLIC INTEREST. IN FISCAL YEAR (FY) 2022, THE MSRB'S REGULATORY ACCOMPLISHMENTS INCLUDED: - ISSUING A REQUEST FOR COMMENT TO EXPLORE WHETHER THE TIME MIGHT BE RIGHT TO CONSIDER SHORTENING WHAT CONSTITUTES "REAL-TIME" TRADE REPORTING IN THE MUNICIPAL MARKET FROM 15 MINUTES TO AS SOON AS PRACTICABLE, BUT NO LATER THAN WITHIN ONE MINUTE OF THE TIME OF TRADE; - PROVIDING ADDITIONAL REGULATORY RELIEF FOR DEALERS IN LIGHT OF THE ONGOING IMPACT OF THE PANDEMIC, EXTENDING TEMPORARY PERMISSIONS UNDER RULE G-27 TO CONDUCT OFFICE INSPECTIONS REMOTELY UNTIL JUNE 30, 2023; - PROPOSING AND IMPLEMENTING AMENDMENTS TO RULE G-34 TO BETTER ALIGN REQUIREMENTS FOR OBTAINING CUSIP NUMBERS WITH CURRENT MARKET PRACTICES; - PROPOSING A STANDALONE RULE FOR SOLICITOR MUNICIPAL ADVISORS THAT WOULD ESTABLISH THE CORE STANDARDS OF CONDUCT FOR SUCH MUNICIPAL ADVISORS, CODIFY CERTAIN INTERPRETIVE GUIDANCE AND BETTER ALIGN SOLICITOR MUNICIPAL ADVISOR OBLIGATIONS WITH THOSE APPLICABLE TO CERTAIN OTHER REGULATED FINANCIAL PROFESSIONALS; - PUBLISHING A REQUEST FOR COMMENT ON DRAFT AMENDMENTS TO RULE G-32 TO STREAMLINE THE DEADLINES FOR SUBMITTING INFORMATION ON FORM G-32 AND MAKE OTHER CHANGES TO IMPROVE THE READABILITY OF THE RULE; - AUTHORIZING PROPOSED AMENDMENTS TO RULE G-40 THAT WOULD ALLOW MUNICIPAL ADVISORS TO USE TESTIMONIALS, SUBJECT TO LIMITATIONS, IN ALIGNMENT WITH THOSE APPLICABLE TO SEC-REGISTERED INVESTMENT ADVISERS; - PROPOSING A RULE CHANGE TO AMEND RULE G-3 CONTINUING EDUCATION PROGRAM REQUIREMENTS TO HARMONIZE WITH INDUSTRY-WIDE CHANGES; - PROPOSING APPLYING REGULATION BEST INTEREST REQUIREMENTS TO MUNICIPAL SECURITIES ACTIVITIES OF BANK DEALERS UNDER RULE G-19; AND - AMENDING CERTAIN RATES OF ASSESSMENT FOR RATE CARD FEES UNDER RULES A-11 AND A-13 AND IMPLEMENTED A NEW RATE CARD PROCESS FOR FUTURE RATE AMENDMENTS. FORM 990, PART III, LINE 4B, PROGRAM SERVICE ACCOMPLISHMENTS PROVIDING MARKET TRANSPARNECY AND DATA: THE MSRB COLLECTS MUNICIPAL MARKET DOCUMENTS AND DATA FROM REGULATED ENTITIES, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND/OR THEIR AGENTS AND MAKES THE INFORMATION PUBLICLY AVAILABLE. THE MSRB ENSURES THAT THE MARKET OPERATES TRANSPARENTLY AND EFFICIENTLY BY MAKING MOST OF THIS INFORMATION AVAILABLE TO THE PUBLIC, FREE OF CHARGE, ON ITS ELECTRONIC MUNICIPAL MARKET ACCESS (EMMA) WEBSITE AT EMMA.MSRB.ORG. THE MSRB IS WORKING TO TAKE ADVANTAGE OF ITS INVESTMENT IN ENTERPRISE CLOUD TECHNOLOGY WITH A VIEW TO CONSTANTLY IMPROVING THE TRANSPARENCY THAT EMMA PROVIDES. AS PART OF THIS MULTI-YEAR INITIATIVE, THE MSRB DELIVERED A NUMBER OF NEAR-TERM USER IMPROVEMENTS, INCLUDING: - REMOVING UNUSED CUSIP NUMBERS FROM EMMA AS PART OF AN OVERALL EFFORT TO IMPROVE EMMA'S DATA AND INFORMATION; - ADDING THE ICE MUNICIPAL AAA YIELD CURVE TO EMMA; AND - ADDING A ESG INDICATOR ON EMMA'S NEW ISSUE CALENDAR THE MSRB ALSO REDESIGNED ITS MSRB.ORG WEBSITE TO MAKE IT MORE INTUITIVE AND EASIER TO USE, WITH A MORE USER-FRIENDLY DESIGN, MORE INTUITIVE NAVIGATION, DYNAMIC PAGES THAT CONSOLIDATE RELATED CONTENT, AND MORE POWERFUL SEARCH CAPABILITIES. AS THE MUNICIPAL MARKET'S CENTRAL REPOSITORY FOR DATA, THE MSRB IS MODERNIZING ITS DATA PLATFORMS IN THE CLOUD AND HAS DEVELOPED AN INNOVATION SANDBOX CALLED EMMA LABS WHERE MARKET STAKEHOLDERS CAN HELP REFINE PROTOTYPES OF POTENTIAL DATA TOOLS. IN EARLY 2022, THE MSRB LAUNCHED EMMA LABS TO THE PUBLIC, DEBUTING WITH TWO ACTIVE LABS-AN ADVANCED KEYWORD SEARCH ENGINE THAT UNLOCKS INFORMATION CONTAINED IN TENS OF THOUSANDS OF DISCLOSURES SUBMITTED TO THE MSRB AS UNSTRUCTURED PDFS, AND A MARKET ANALYSIS DASHBOARD THAT EMPOWERS USERS TO VISUALIZE MARKET TRENDS. FORM 990, PART III, LINE 4C, PROGRAM SERVICE ACCOMPLISHMENTS UPHOLDING THE PUBLIC TRUST: AS THE MUNICIPAL SECURITIES MARKET'S SELF REGULATORY ORGANIZATION, THE MSRB IS COMMITTED TO PRUDENT STEWARDSHIP OF THE REVENUE IT RECEIVES FROM REGULATED ENTITIES. FOLLOWING A THOROUGH EVALUATION OF THE WAY IT ASSESSES FEES ON REGULATED ENTITIES AND AFTER CAREFUL CONSIDERATION OF INPUT FROM STAKEHOLDERS, IN 2022 THE MSRB ESTABLISHED A NIMBLER AND MORE SUSTAINABLE FEE MODEL. THE NEW ANNUAL RATE CARD PROCESS, WHICH BECAME OPERATIVE FOR THE 2023 FISCAL YEAR, ANNUALLY ADJUSTS FEE RATES TO ACCOUNT FOR PRIOR YEAR RESULTS, ELIMINATING THE POTENTIAL FOR SIGNIFICANT OVER-ACCUMULATION OF RESERVES AS HAD HAPPENED IN THE PAST, AND ALLOWING THE MSRB TO MORE EFFECTIVELY AND EFFICIENTLY MANAGE RESERVES LEVELS OVER TIME. FORM 990, PART VI, SEC. A, LINE 2 - FAMILY & BUS. RELATIONSHIPS NO OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE HAS A FAMILY RELATIONSHIP OR BUSINESS RELATIONSHIP (AS SUCH TERMS ARE DEFINED FOR PURPOSES OF FORM 990) WITH ANY OTHER OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE. AS CONTEMPLATED BY THE CONGRESSIONALLY MANDATED STRUCTURE OF THE MSRB'S BOARD OF DIRECTORS (WHICH SERVES AS THE ORGANIZATION'S GOVERNING BODY), AND WITH THE MSRB BEING A SELF-REGULATORY ORGANIZATION UNDER THE FEDERAL SECURITIES LAWS, THE EMPLOYERS OF SOME MEMBERS OF THE BOARD OF DIRECTORS, AND SUCH MEMBERS IN THEIR CAPACITIES AS EMPLOYEES OF THEIR EMPLOYERS, FROM TIME TO TIME TRANSACT BUSINESS WITH ONE ANOTHER IN THE ORDINARY COURSE OF THEIR BUSINESS AS PARTICIPANTS IN THE MUNICIPAL MARKET ON THE SAME TERMS AS ARE GENERALLY OFFERED TO OTHERS IN THE SAME LINE OF BUSINESS. FORM 990, PART VI, SEC. A, LINE 7B - GOVERNING BODY/MANAGEMENT ALL PROPOSED RULE CHANGES ADOPTED BY THE BOARD OF DIRECTORS OF THE MSRB MUST BE APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION PRIOR TO EFFECTIVENESS, UNLESS OTHERWISE ALLOWED BY LAW. FORM 990, PART VI, SEC. B, LINE 11b - FORM 990 REVIEW PROCESS THE BOARD OF DIRECTORS OF THE MSRB HAS AN AUDIT AND RISK COMMITTEE THAT IS CHARGED WITH REVIEWING WITH MANAGEMENT THE ORGANIZATION'S COMPLETED FORM ANNUALLY PRIOR TO THE FILING OF SUCH FORM AND REPORTING ANY FINDINGS OR CONCLUSIONS TO THE BOARD OF DIRECTORS IN CONNECTION WITH THE BOARD'S REVIEW OF SUCH FORM. THE AUDIT AND RISK COMMITTEE CONDUCTED ITS REVIEW ON 01/18/2023 AND THE BOARD OF DIRECTORS CONDUCTED ITS REVIEW ON 01/26/2023. FORM 990, PART VI, SEC. B, LINE 12C - CONFLICT OF INTEREST POLICY THE MSRB MAINTAINS FOR ITS BOARD OF DIRECTORS AND ITS STAFF: A CODE OF ETHICS AND BUSINESS CONDUCT POLICY; A CONFLICTS OF INTEREST POLICY; AND A WHISTLEBLOWER POLICY WITH COMPLAINT HANDLING PROCEDURES, WHICH ARE AVAILABLE ON MSRB.ORG. ALL BOARD MEMBERS AND STAFF ARE TRAINED ANNUALLY ON THESE POLICIES AND MUST SIGN VARIOUS ACKNOWLEDGMENTS. THE MSRB REQUIRES OFFICERS, DIRECTORS AND KEY EMPLOYEES TO DISCLOSE ANNUALLY INTERESTS THAT COULD GIVE RISE TO CONFLICTS, AND SUBSEQUENTLY DISCLOSE UPDATES. IN CONNECTION WITH THE ELECTION OF NEW MEMBERS OF THE BOARD OF DIRECTORS, EACH CANDIDATE PROVIDES INFORMATION TO THE MSRB CONCERNING POTENTIAL CONFLICTS OF INTEREST. IN ADDITION, CERTAIN ORGANIZATIONAL CONFLICTS ARE EFFECTIVELY PROHIBITED UNDER SECTION 15B(B)OF THE SECURITIES EXCHANGE ACT OF 1934 DUE TO THE STATUTORY REQUIREMENTS REGARDING QUALIFICATION FOR MEMBERSHIP ON THE BOARD OF DIRECTORS. IN PARTICULAR, PUBLIC REPRESENTATIVES MUST BE INDEPENDENT OF ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR. MSRB RULE A-3 DEFINES "INDEPENDENT" AS HAVING NO MATERIAL BUSINESS RELATIONSHIP WITH ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR, INCLUDING AT A MINIMUM NOT CURRENTLY OR AT ANY TIME WITHIN THE LAST FIVE YEARS BEING ASSOCIATED WITH A MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR AND NOT HAVING A RELATIONSHIP WITH ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR, WHETHER COMPENSATORY OR OTHERWISE, THAT REASONABLY COULD AFFECT THE INDEPENDENT JUDGMENT OR DECISION MAKING OF THE INDIVIDUAL. THE MSRB'S GENERAL COUNSEL REVIEWS THE CONFLICTS OF INTEREST ACKNOWLEDGEMENT AND DISCLOSURE FORMS AND DETERMINES WHAT ACTIONS, IF ANY, NEED TO BE TAKEN, INCLUDING ASKING A BOARD MEMBER TO RECUSE HIM OR HERSELF FROM DELIBERATIONS OR VOTING ON AN ACTION. FORM 990, PART VI, SEC. B, LINE 15A - COMPENSATION REVIEW PROCESS UNDER THE MSRB WRITTEN COMPENSATION STRATEGY AND PROGRAM, THE FINANCE COMMITTEE (COMPRISED OF MEMBERS OF THE BOARD OF DIRECTORS) IS RESPONSIBLE FOR MAKING RECOMMENDATIONS AND THE BOARD OF DIRECTORS IS RESPONSIBLE FOR APPROVING THE ORGANIZATION-WIDE COMPENSATION STRATEGY. THE ANNUAL SALARY BUDGET IS APPROVED BY THE BOARD OF DIRECTORS. AT LEAST ONCE EVERY FOUR YEARS, THE COMPENSATION STRATEGY AND STRUCTURE ARE REVIEWED AND APPROVED BY THE FINANCE COMMITTEE BASED ON INFORMATION RECEIVED FROM AN EXTERNAL SALARY CONSULTANT. SUCH REVIEW WAS COMPLETED AND CHANGES WERE APPROVED BY THE BOARD EFFECTIVE APRIL 22, 2020. THE EXTERNAL SALARY CONSULTANT COMPARES THE MSRB WITH COMPARABLE PEER ORGANIZATIONS IN THE LOCAL GEOGRAPHIC MARKET AND WITHIN THE INDUSTRY AS APPROPRIATE. THE FULL BOARD APPROVES THE COMPENSATION OF THE CHIEF EXECUTIVE OFFICER, AND THE CHIEF EXECUTIVE OFFICER ESTABLISHES THE COMPENSATION OF THE KEY EMPLOYEES WITHIN THE PARAMETERS AND PHILOSOPHY OF THE APPROVED COMPENSATION STRATEGY. ADDITIONALLY, THE CHIEF EXECUTIVE OFFICER ANNUALLY PROVIDES TO THE BOARD THE SALARY, BENEFITS, AND TOTAL COMPENSATION OF THE SENIOR MANAGEMENT. FORM 990, PART VI, SECTION C, LINE 19 - GOVERNING DOCUMENTS THE ORGANIZATION'S WEBSITE (WWW.MSRB.ORG) CONTAINS THE FOLLOWING: SECURITIES EXCHANGE ACT OF 1934 SECTION 15B (STATUTE CREATING THE MSRB), ARTICLES OF INCORPORATION, BY-LAWS, GOVERNANCE-RELATED ADMINISTRATIVE RULES, BOARD COMMITTEE CHARTERS, CODE OF ETHICS AND BUSINESS CONDUCT, CONFLICTS OF INTEREST POLICY, RISK MANAGEMENT PROGRAM, WHISTLEBLOWER POLICY, AUDITED FINANCIAL STATEMENTS, ANNUAL BUDGET, MOST RECENT IRS FORM 990 AND CERTAIN FINANCIAL POLICIES.