2021-01-11T11:20:59-06:00 2020-06-30 042571780 AAFCPAS INC 50 WASHINGTON STREET WESTBOROUGH MA 01581 990 2019-07-01 042708762 THE NEW ENGLAND CENTER FOR CHILDREN INC NEWE 5084811015 33 TURNPIKE ROAD SOUTHBOROUGH MA 01772 MICHAEL S DOWNEY CFO 5084811015 2021-01-11 1 THOMAS F MULDOON P01561688 5083669100 2021-01-11 2019 2022-09-23 18:48:47Z MICHAEL S DOWNEY 33 TURNPIKE ROAD SOUTHBOROUGH MA 01772 113948878 0 X HTTP://WWW.NECC.ORG X 1980 MA A PRIVATE, NON-PROFIT ORGANIZATION PROVIDING A FULL RANGE OF EDUCATIONAL, RESIDENTIAL, AND TREATMENT PROGRAMS BASED ON THE PRINCIPLES OF APPLIED BEHAVIOR ANALYSIS TO MORE THAN 800 CHILDREN WITH AUTISM WORLDWIDE. 17 16 1319 131 0 0 1735038 2013402 107832014 111703166 20663 -13026 -55491 -63297 109532224 113640245 0 0 0 0 85318095 90879052 0 0 708537 21003447 19896545 106321542 110775597 3210682 2864648 67850681 68544353 11838438 9690571 56012243 58853782 X THE NECC EXISTS TO IMPROVE THE LIVES OF CHILDREN WITH AUTISM IN THE COMMONWEALTH OF MASSACHUSETTS, ACROSS NEW ENGLAND AND AROUND THE WORLD. THROUGH DIRECT-CARE SERVICES, EDUCATION, PARENT TRAINING, RESEARCH, PROFESSIONAL DEVELOPMENT, AND A PATENTED TECHNOLOGY, NECC IS HELPING TENS OF THOUSANDS OF CHILDREN LEARN AND THRIVE, WHILE ALSO PREPARING THE NEXT GENERATION OF SPECIAL EDUCATION TEACHERS AND BOARD CERTIFIED BEHAVIOR ANALYSTS. 0 0 29557518 30958854 THE SEVERE RESIDENTIAL PROGRAM SERVES STUDENTS AGE 6 THROUGH 22 FROM ACROSS THE UNITED STATES. THIS PROGRAM OPERATES 365 DAYS/YEAR AND IS DESIGNED FOR STUDENTS WITH THE MOST SEVERE CHALLENGING BEHAVIORS, INCLUDING SELF-INJURY. THESE STUDENTS RESIDE IN SPECIALLY DESIGNED GROUP HOMES WHICH ARE STAFFED WITH 1:1 (SOMETIMES 2:1) STAFF/STUDENT RATIO THROUGHOUT THE DAY AND NIGHT. INSTRUCTION IS PROVIDED BOTH IN THE RESIDENCE AND THE SCHOOL BY A TEAM OF TEACHERS, SPECIALISTS AND CLINICIANS WHO WORK ACROSS BOTH SETTINGS. THE GOAL FOR THESE STUDENTS IS TO DECREASE DANGEROUS AND SEVERE BEHAVIORS AND INCREASE THEIR ABILITY TO FUNCTION AND COMMUNICATE INDEPENDENTLY SO THAT THEY MAY MOVE TO A LESS RESTRICTIVE ENVIRONMENT FOR AN IMPROVED QUALITY OF LIFE. 27901822 35458756 NECC OPERATES THE MOHAMMED BIN RASHID CENTER FOR SPECIAL EDUCATION IN ABU DHABI, UAE, UNDER AN AGREEMENT WITH THE ABU DHABI DEPARTMENT OF EDUCATION AND KNOWLEDGE. THE CENTER IN ABU DHABI REPLICATES ALL SERVICES AND PROGRAMS AT THE NEW ENGLAND CENTER FOR CHILDREN IN MASSACHUSETTS, INCLUDING EARLY ASSESSMENT AND INTERVENTION, PRESCHOOL PROGRAMMING, TREATMENT AND EDUCATION SERVICES FOR CHILDREN AGE 3 AND OLDER, FAMILY SUPPORT SERVICES, PROFESSIONAL TRAINING AND DEVELOPMENT, AND A RESEARCH PROGRAM TO SUPPORT THE BEST CLINICAL PRACTICES. MRC-NECC SERVES MORE THAN 250 STUDENTS WITH AUTISM IN THE UAE. 14201213 14564610 NECC'S INTERMEDIATE RESIDENTIAL PROGRAM RUNS 365 DAYS/YEAR AND SERVES STUDENTS WITH SELF-INJURY AND OTHER CHALLENGING BEHAVIORS THAT MAKE IT UNSAFE FOR THEM TO LIVE WITH THEIR FAMILIES. THESE STUDENTS LIVE IN GROUP HOMES NEAR THE SOUTHBOROUGH CAMPUS AND ARE STAFFED 1:1 THROUGHOUT THEIR DAY. STUDENTS IN THE INTERMEDIATE RESIDENTIAL PROGRAM ATTEND THE DAY SCHOOL WHERE THEY WORK ON LIFE SKILLS, ACADEMICS, SPEECH AND LANGUAGE, SOCIAL SKILLS, PHYSICAL EDUCATION AND THERAPY, AND VOCATIONAL SKILLS. THEY RECEIVE INCREASED CLINICAL AND EDUCATIONAL SUPERVISION. 31202247 30811826 NECC PROVIDES HOME-BASED EARLY INTENSIVE BEHAVIOR INTERVENTION SERVICES TO CHILDREN AS YOUNG AS 12 MONTHS IN THEIR HOMES. THIS PROGRAM PROVIDES 1:1 PLAY-BASED INSTRUCTION FOR 15-30 HOURS/WEEK, AS WELL AS PARENT TRAINING.THE RESIDENTIAL SCHOOL SERVES CHILDREN AGE 3-22 FROM AROUND THE COUNTRY WHO REQUIRE A HIGHLY STRUCTURED, 24-HOUR SETTING TO MAKE EDUCATIONAL PROGRESS. STUDENTS LIVE IN GROUP HOMES WITH OTHER STUDENTS OF THE SAME GENDER AND AGE RANGE. THEY PARTICIPATE IN SMALL GROUP INSTRUCTION FOR ACADEMICS, SOCIAL SKILLS, COMMUNICATION, VOCATIONAL TRAINING AND PHYSICAL EDUCATION. WHILE IN THE RESIDENCE, STUDENTS FOCUS ON INDEPENDENT LIVING SKILLS, LEISURE, RECREATION AND COMMUNITY ACTIVITIES.NECC OPERATES A LIMITED ADULT PROGRAM FOR FORMER NECC STUDENTS WHO HAVE GRADUATED THE PROGRAM BUT ARE NOT ABLE TO LIVE INDEPENDENTLY. THE ADULT PROGRAM PROVIDES SUPPORTS TO HELP THESE INDIVIDUALS WITH AUTISM AND DEVELOPMENTAL DISORDERS DEVELOP SKILLS TO HELP THEM INTEGRATE INTO THE COMMUNITY AND WORKFORCE.NECC OPERATES A VAST CONSULTING PRACTICE, INCLUDING PROFESSIONAL TRAININGS AND WORKSHOPS (AN ONLINE PLATFORM CALLED ABA+), CLASSROOM EVALUATIONS AND CONSULTATIONS, AND INDIVIDUAL STUDENT EVALUATIONS AND CONSULTATIONS. NECC HAS CONSULTING PRACTICES IN 8 COUNTRIES. IN ADDITION, NECC RUNS PRIVATE PROGRAMS FOR INDIVIDUAL FAMILIES, OFFERING APPLIED BEHAVIOR ANALYSIS PROGRAMMING, INCLUDING A FULL RANGE OF EDUCATIONAL SERVICES TO CHILDREN WITH AUTISM.THROUGH PUBLIC SCHOOL SERVICES (PSS), NECC OPERATES PARTNER CLASSROOMS IN 54 PUBLIC SCHOOLS THROUGHOUT NEW ENGLAND. THIS MODEL TAKES THE EXPERIENCE OF NECC RESEARCH AND USES THE METHODOLOGY OF APPLIED BEHAVIOR ANALYSIS IN PUBLIC SCHOOLS SO THAT STUDENTS WITH AUTISM CAN REMAIN IN THEIR DISTRICT WITH THEIR PEERS, WHILE RECEIVING THE BEST EDUCATION POSSIBLE. THROUGH THIS MODEL, SKILLS ARE ADDRESSED IN 1:1 INSTRUCTION, SMALL GROUP SESSIONS AND INCLUSION PERIODS TO ENSURE THE ACQUISITION, GENERALIZATION AND MAINTENANCE OF NEW SKILLS.NECC DEVELOPED A PATENTED TECHNOLOGY, THE ACE ABA SOFTWARE SYSTEM, TO DELIVER THE CURRICULUM USED AT THE CENTER THROUGH ANY DEVICE WITH AN INTERNET CONNECTION. THE APP CONTAINS MORE THAN 2,200 SKILLS AND IS CURRENTLY BEING USED BY MORE THAN 8,300 LEARNERS WITH AUTISM AROUND THE WORLD.NECC RUNS AN INTENSIVE INSTRUCTION PROGRAM (IIP) FOR CHILDREN WITH AUTISM, AGE 3-22. THE SCHOOL IS OPEN YEAR-ROUND AND STUDENTS IN THE IIP RECEIVE A CONTINUUM OF INTENSIVE 1:1 INSTRUCTION. COMMUNICATION SKILLS, SOCIAL SKILLS, PRE-ACADEMIC AND ACADEMIC SKILLS, PHYSICAL THERAPY, OCCUPATIONAL THERAPY, LEISURE, ART, MUSIC AND VOCATIONAL TRAINING ARE ALL PART OF THE PROGRAM THAT IS DESIGNED TO PREPARE EACH CHILD FOR INCLUSION WHENEVER POSSIBLE. THE IIP STRIVES TO TREAT EACH STUDENT WITH A TAILORED PROGRAM TO ADDRESS THEIR NEEDS, STRENGTHS AND ABILITIES TO BRING THEM TO THEIR FULLEST POTENTIAL. 31202247 30811826 102862800 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 1 1 0 1 1 1 0 0 0 1 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 55 0 1 1319 1 0 1 AE UK 0 0 0 1 1 0 0 0 0 0 0 0 0 X 17 16 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MA X X MICHAEL S DOWNEY 5084811015 33 TURNPIKE ROAD SOUTHBOROUGH MA 01772 L VINCENT STRULLY JR PRESIDENT/CEO 40.00 X X 535953 0 65439 MICHAEL S DOWNEY EVP & TREASURER/CFO 40.00 X 358463 0 26204 DANIEL GOULD EXEC DIRECTOR, ABU DHABI 40.00 X 294983 0 57277 CATHERINE WELCH VICE PRESIDENT/ ED-SOUTHBO 40.00 X 281657 0 59440 JUDY CUNNIFF-SERIO COO, ABU DHABI 40.00 X 262855 0 65293 JARED T BOUZAN CLERK AND CDO 40.00 X 205806 0 24388 SUSAN LANGER CHIEF PROGRAM OFFICER 40.00 X 152208 0 56000 DARCIE STAWINSKI DIRECTOR OF FINANCE 40.00 X 175879 0 19314 GLEN CUNNINGHAM ACE TECHNICAL DEVELOPMENT 40.00 X 133097 0 27744 JOHN KIM CHAIR 1.00 X X 0 0 0 LISEL MACENKA VICE CHAIR 1.00 X X 0 0 0 JAMES C BURLING DIRECTOR 1.00 X 0 0 0 STUART M ROSE DIRECTOR 1.00 X 0 0 0 MICHAEL S DUKAKIS DIRECTOR 1.00 X 0 0 0 ALAN LOBOVITS DIRECTOR 1.00 X 0 0 0 BEN NIEDERMEYER DIRECTOR 1.00 X 0 0 0 YEI-HSIN HUNG DIRECTOR 1.00 X 0 0 0 JONAH DOV PESNER DIRECTOR 1.00 X 0 0 0 NEAL J FAULKNER DIRECTOR 1.00 X 0 0 0 HARRY M HUTSON JR DIRECTOR 1.00 X 0 0 0 ELIZABETH WETHERBEE KLEIN DIRECTOR 1.00 X 0 0 0 DANIEL SAUL DIRECTOR 1.00 X 0 0 0 KATHERINE FOSTER EXECUTIVE ADVISOR 1.00 X 0 0 0 ROSEANN LOVELY EXECUTIVE ADVISOR 1.00 X 0 0 0 MARCO FARSHEED DIRECTOR 1.00 X 0 0 0 2400901 0 401099 39 0 1 0 HIGH QUALITY LANDSCAPE 871 MASS AVE BOXBORO MA 01719 LANDSCAPING/PLOWING 1156585 DELTA MAINTENANCE & LANDSCAPE INC 380 CENTRAL STREET MILFORD MA 01757 CLEANING AND PAINTING 806132 ELIASSEN GROUP LLC 55 WALKERS BROOK DRIVE 6TH FLOOR READING MA 01867 SOFTWARE DEVELOPMENT 370432 PRIORITY FIRE AND SECURITY INC PO BOX 533 MARLBOROUGH MA 01752 FIRE ALARM AND SECURITY SERVICES 323822 ADP LLC 1 ADP BLVD ROSELAND NJ 07068 PAYROLL PROCESSING 263467 11 1072002 941400 64703 2013402 TUITION AND FEES 611600 107014746 107014746 CONSULTING 611600 4573905 4573905 WORKSHOP REVENUE 611600 114515 114515 111703166 25360 25360 43566 81952 -38386 -38386 -38386 72504 1072002 226681 -154177 -154177 OTHER INCOME 999999 90880 90880 90880 113640245 111794046 0 -167203 1620779 1387470 233309 73802871 71558838 2042980 201053 2338864 2338864 8503264 8097275 368237 37752 4613274 4329167 252948 31159 113831 63509 50322 96702 2955 93747 93000 93000 1858935 1685606 167881 5448 6268306 4024534 2071281 172491 6629235 6589820 35246 4169 2254121 2158491 85580 10050 83350 59660 23690 2499065 1954081 531878 13106 110775597 102862800 7204260 708537 15291022 14490259 65171 156391 537687 395387 6876052 10280004 1000020 821519 72165852 30503322 43682551 41662530 398178 738263 67850681 68544353 8159833 7128110 294322 402498 3384283 2139955 0 20008 11838438 9690571 X 55979653 58841114 32590 12668 56012243 58853782 67850681 68544353 X 2864648 -23109 X X 0 1 X 1 0 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 1 93000 0 0 93000 0 PART II-B, LINE 1: NECC HIRED KEARNEY, DONOVAN & MCGEE, P.C. TO PROVIDE GOVERNMENT RELATIONS AND LOBBYING SERVICES FOR THEM BEFORE FEDERAL, STATE AND LOCAL GOVERNMENTS. 5448484 5448484 58496338 24831143 33665195 2127235 1854330 272905 4080030 2344377 1735653 2013765 1473472 540293 41662530 ACCUMULATED UNREALIZED LOSS ON INTEREST RATE SWAP CONTRACT 20008 20008 X 113848817 5000 203572 208572 113640245 0 113640245 111007278 5000 226681 231681 110775597 0 110775597 PART X, LINE 2: THE CENTER ACCOUNTS FOR UNCERTAINTY IN INCOME TAXES IN ACCORDANCE WITH ASC TOPIC, INCOME TAXES. THIS STANDARD CLARIFIES THE ACCOUNTING FOR UNCERTAINTY IN TAX POSITIONS AND PRESCRIBES A RECOGNITION THRESHOLD AND MEASUREMENT ATTRIBUTE FOR THE COMBINED FINANCIAL STATEMENTS REGARDING A TAX POSITION TAKEN OR EXPECTED TO BE TAKEN IN A TAX RETURN. THE CENTER HAS DETERMINED THAT THERE ARE NO UNCERTAIN TAX POSITIONS WHICH QUALIFY FOR EITHER RECOGNITION OR DISCLOSURE IN THE COMBINED FINANCIAL STATEMENTS AT JUNE 30, 2020. THE CENTER FILES INCOME TAX AND INFORMATION RETURNS IN THE UNITED STATES FEDERAL, MASSACHUSETTS AND FLORIDA STATE AND UNITED KINGDOM JURISDICTIONS. THE RETURNS FILED IN THE UNITED STATES FEDERAL, MASSACHUSETTS, AND FLORIDA JURISDICTIONS ARE SUBJECT TO EXAMINATION BY THE FEDERAL AND STATE JURISDICTIONS AND GENERALLY REMAIN OPEN FOR THE MOST RECENT THREE YEARS. RETURNS FILED IN THE UNITED KINGDOM JURISDICTION ARE GENERALLY SUBJECT TO EXAMINATION BY TAX AUTHORITIES FOR THE MOST RECENT FOUR YEARS. PART XI, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENTS EXPENSE - $226,681 PART XII, LINE 2D - OTHER ADJUSTMENTS: SPECIAL EVENTS EXPENSE - $226,681 LOSS ON INTEREST RATE SWAP CONTRACT - $23,109 1 1 1 1 0 1 1 0 0 0 0 0 0 0 0 0 0 1 SCHEDULE E, PART I, LINE 3 IN COMPLIANCE WITH SPECIFICATIONS SET FORTH IN SEC. 4.03 OF REV PROC 75-50, AN ANNUAL AD DISCLOSING THE SCHOOLS NON- DISCRIMINATION POLICY IS RUN IN THE BOSTON GLOBE, A NEWSPAPER OF GENERAL CIRCULATION IN COMMUNITIES SERVED BY THE SCHOOL. SCHEDULE E, PART I, LINE 4 SCHOLARSHIPS AND FINANCIAL ASSISTANCE IS NOT AWARDED. UAE 1 285 PROGRAM SERVICES SCHOOL FOR AUTISTIC CHILDREN 25813532 UAE, QATAR 0 26 PROGRAM SERVICES CONSULTING FOR AUTISTIC CHILDREN 1934490 UK - LONDON 1 1 PROGRAM SERVICES SCHOOL FOR AUTISTIC CHILDREN 183184 2 312 0 0 2 312 27931206 0 27931206 0 0 0 0 0 0 PART III ACCOUNTING METHOD: CHILDREN OF PROMISE GALA 1023870 951366 72504 148136 78545 4 120636 120636 1144506 1072002 72504 148136 78545 226681 -154177 X X X X X X 0 1 0 0 0 0 0 1 0 L VINCENT STRULLY JR PRESIDENT/CEO 470645 0 46308 0 19000 0 6000 0 59439 0 601392 0 0 0 MICHAEL S DOWNEY EVP & TREASURER/CFO 325376 0 33087 0 0 0 0 0 26204 0 384667 0 0 0 DANIEL GOULD EXEC DIRECTOR, ABU DHABI 279983 0 15000 0 0 0 0 0 57277 0 352260 0 0 0 CATHERINE WELCH VICE PRESIDENT/ ED-SOUTHBO 256657 0 25000 0 0 0 0 0 59440 0 341097 0 0 0 JUDY CUNNIFF-SERIO COO, ABU DHABI 247855 0 15000 0 0 0 0 0 65293 0 328148 0 0 0 JARED T BOUZAN CLERK AND CDO 186566 0 19240 0 0 0 0 0 24388 0 230194 0 0 0 SUSAN LANGER CHIEF PROGRAM OFFICER 147208 0 5000 0 0 0 0 0 56000 0 208208 0 0 0 DARCIE STAWINSKI DIRECTOR OF FINANCE 170879 0 5000 0 0 0 0 0 19314 0 195193 0 0 0 GLEN CUNNINGHAM ACE TECHNICAL DEVELOPMENT 131597 0 1500 0 0 0 0 0 27744 0 160841 0 0 0 PART I, LINE 7 FOR ANY STAFF LISTED IN THE 990 AS AN OFFICER, DIRECTOR, TRUSTEE, KEY EMPLOYEE OR HIGHEST COMPENSATED EMPLOYEE, RECOMMENDED BONUS AMOUNTS ARE FORMULATED BY THE CEO AND CFO BASED UPON ORGANIZATIONAL PERFORMANCE COMPARED TO GOALS AND EMPLOYEE PERFORMANCE. THE RECOMMENDED BONUS AMOUNTS ARE REVIEWED BY THE EXECUTIVE COMPENSATION COMMITTEE, WHICH EITHER APPROVES THE RECOMMENDATION OR ADJUSTS THE RECOMMENDED BONUS AMOUNTS. THE BONUS AMOUNTS ARE THEN PRESENTED TO THE FULL BOARD OF DIRECTORS FOR APPROVAL. FORM 990 SCHEDULE J LINE 4B: THE FOLLOWING INDIVIDUALS ARE ENROLLED IN THE CENTER'S 457F PLAN. CONTRIBUTIONS TO THIS PLAN DURING THE FISCAL YEAR ARE AS FOLLOWS: L. VINCENT STRULLY - $6,000. A THE NEW ENGLAND CENTER FOR CHILDREN INC PROJECT SERIES 2012 042708762 2012-02-09 11950000 REFINANCE OF EXISTING DEBT AND PARTIAL FUNDING OF A CAPITAL PROJECT 0 0 0 A 9772530 11950000 236935 11713065 2012 1 0 1 1 A 0 0 0 0 1 0 0 A 0 0 1 0 1 1 RBS CITIZENS NA 1.125000000000 0 0 0 0 0 A 0 X EQUIPMENT 1 60537 FAIR MARKET VALUE X HEATING OIL 1 3596 FAIR MARKET VALUE X TICKETS 1 570 FAIR MARKET VALUE 0 1 0 FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION RETAINS ITS INDEPENDENT CPA FIRM TO PREPARE THE 990. THE CPA FIRM PRESENTS AND REVIEWS THE FORM 990 TO THE BOARD'S AUDIT COMMITTEE MADE UP OF INDEPENDENT TRUSTEES. THE AUDIT COMMITTEE MEETS IN EXECUTIVE SESSION WITH THE CPA FIRM AND THEN REPORTS TO THE BOARD THE RESULTS OF ITS REVIEW. A COPY OF THE 990 IS DELIVERED TO ALL MEMBERS OF THE BOARD OF DIRECTORS AND THE CPA FIRM PRESENTS AND REVIEWS THE 990 TO THE BOARD. FORM 990, PART VI, SECTION B, LINE 12C NEW ENGLAND CENTER FOR CHILDREN REQUIRES THAT ALL OFFICERS, DIRECTORS AND KEY EMPLOYEES SIGN OFF ON THE CONFLICT OF INTEREST POLICY ANNUALLY. IN ADDITION, PERIODIC REVIEWS PERFORMED BY NECC INCLUDE REFERENCE TO THE ADEQUACY OF THE CONFLICT OF INTEREST POLICY AS WELL AS THE REASONABLENESS OF COMPENSATION ARRANGEMENTS. FORM 990, PART VI, SECTION B, LINE 15 THE EXECUTIVE COMPENSATION COMMITTEE MADE UP OF INDEPENDENT TRUSTEES REVIEWS THE SALARY AND BENEFITS ANNUALLY OF THE CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, CHIEF FINANCIAL OFFICER AND THE CHIEF DEVELOPMENT OFFICER. THE REVIEW IS DONE WITH THE ASSISTANCE OF AN INDEPENDENT SALARY AND BENEFITS CONSULTING FIRM. ONCE THE EXECUTIVE COMPENSATION COMMITTEE HAS PREPARED ITS ANNUAL REPORT IT REVIEWS THAT REPORT WITH THE BOARD OF DIRECTORS FOR ITS APPROVAL IN EXECUTIVE SESSION. FORM 990, PART VI, SECTION C, LINE 19 THE NEW ENGLAND CENTER FOR CHILDREN MAKES THEIR GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: UNREALIZED LOSS ON CARRYING VALUE OF INTEREST RATE SWAP CONTRACT -23,109. FORM 990, PART XII, LINE 2C: NECC HAS A DESIGNATED AUDIT COMMITTEE RESPONSIBLE FOR AUDIT OVERSIGHT.