Elderhostel Inc DBA Road Scholar

“While Vice Chairs are generally voting members of the Board of Directors, this year, the Board selected a former Board member with extensive experience to serve as Vice Chair. He participates in Board and committee meetings although he is not able to vote on Board actions.”

“The Form 990, as it is ultimately filed, is reviewed by the CFO, President/CEO, tax advisors from the national accounting firm of Grant Thornton, Audit Committee and the Board of Directors before it is filed.”

“Road Scholar has a Conflict of Interest Policy to govern arrangements and activities between the Organization, and Road Scholar's Board of Directors, key employees and other "Interested Persons" as defined in the policy. This policy details the duty to disclose conflicts of interest, procedures for addressing any conflict, including the recusal of directors or employees from decisions regarding their potential conflict, and defines and identifies possible conflicts of interest. Annually, all directors and key employees sign a statement which affirms their understanding of the policy and discloses any potential conflicts of interest. All disclosed potential conflicts are reviewed with the Executive Committee of the Board of Directors.”

“Compensation of the President/CEO ad other senior employees is reviewed annually by the Executive Committee of the Board of Directors against compensation data available from various sources. These surveys assist the Board in ensuring that Road Scholar management's compensation is comparable with other not-for-profit organizations of similar size (in terms of revenue assets, or number of employees). The deliberation and decisions regarding copensation arrangements are contemporaneously documented and recorded in the minutes of the Executive Committee. The compensation review process has been conducted annually since 2002.”

“Road Scholar provides its governing documents, Conflict of Interest Policy and Audited Financial Statements upon request in either print or electronic form.”

“The top five independent contractors reported on the Form 990 are program providers. Payments to these providers are shown on a gross basis for the calendar year 2013. A substantial portion of the payment is for costs incurred by the provider in arranging and conducting Road Scholar programs including accommodations, transportation, and meals for program participants, which Road Scholar cannot segregate. The top five independent contractors that are not program providers are as follows: Graphic Communications (producing and mailing catalogs and brochures) - $2,965,274; Epsilon Data Management LLC (database services) - $651,770; Execuspace Construction (building renovations) - $410,260; Harvard Partners LLP (assisting with IT software solutions) - $320,419; and Atrion Networking (implement WAN) - $236,990.”

“Elderhostel, Inc., doing business as Road Scholar, changed its fiscal year end from September 30th to June 30th effective June 30, 2013. Therefore, prior year information reflects activities for nine months.”

“Change in fair value of forward currency contracts totaled $1,692,584.”