Priv & Conf: Governance Review Update

From:vbjorklund@stblaw.com To: brucerlindsey@aol.com, john.podesta@gmail.com CC: aj66@nyu.edu Date: 2011-12-09 20:00 Subject: Priv & Conf: Governance Review Update

Dear Bruce and John-I am writing to give you an update on the progress of our governance review work since my November 11 update. UPDATE First, we completed 38 interviews (more than double the original estimate); we reviewed governing documents for the Clinton Foundation and its affiliates; we prepared an organization chart of the Clinton Foundation and its affiliates and other offices/activities of the President; we reviewed Doug Band's Friday, November 18 memorandum addressed to us and compared its points with our documents and officer/staff comments as we prepared our remarks; we compiled the results of all these interviews and document reviews into our oral report; we sorted the interview comments into "theme sheets"; and we presented our oral report at our meeting on Wednesday, November 23. Second, as requested at the November 23 meeting, we redacted and reformatted the theme sheets and delivered them to the two of you and to Chelsea for your confidential information. Third, we prepared and delivered to you on Saturday, December 3, our draft governance review memorandum and a draft checklist of recommendations. Fourth, we researched and delivered to you on Tuesday, December 6 sample COO position descriptions. BILLING Our billing group advises me that through December 7, we have recorded 298.5 hours of work giving rise to a discounted fee of $176,412. Disbursements and similar charges come to $502. This is below the $200,000 fee that I estimated at our first meeting, even though the scope of work expanded significantly as events unfolded and our timeframe for completion was accelerated. It is also below the fees for many governance reviews, which often total about $300,000, as we had discussed at that first meeting. Bruce, I know that you wanted the bill to be lower but I believe that you are aware of the additional work that we have been asked to do and have done along the way. Since the Clinton Foundation's taxable year is a calendar year that ends 12/31/11, I thought that you might want a portion of this total amount billed and paid this year. In that way, we and you could for optics purposes spread the billing and payment cycle over two Form 990 reporting years 2011 and 2012. For example, I could prepare and send you an invoice Monday for governance review services for half of the total which the Foundation could pay before 12/31 and then send a second bill in January 2012 for the remainder (and any new work you might ask us to do). Please advise if you would like me to bill the Foundation in that manner. If not, please advise how you would like me to proceed. Please also let me know if you have any questions or if there is anything further that you would like us to do at this time. With best regards, Victoria IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under federal, state or local tax law or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. ____________________________ Victoria B. Bjorklund Partner Head, Exempt Organizations Group Co-Chair, Diversity Committee Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Tel: (212) 455-2875 Cell: (646) 258-9444 Fax: (212) 455-2502 vbjorklund@stblaw.com ____________________________