Americares Foundation Inc.

“Form 990, Part VI, Line 11 The Form 990 was prepared by a nationally renowned accounting firm in conjunction with the organization's financial department. Before filing, the Form 990 is reviewed by management and distributed to the Board of Directors for review and comment.”

“Form 990, Part VI, Line 12 If a Director or Executive Officer believes that he or she may have a conflict of interest with respect to any particular transaction, he or she shall promptly and fully disclose the potential conflict to the Chief Executive Officer ("CEO") and the Chair of the Governance Committee and the latter shall then promptly notify all members of the Governance Committee. A. If the Governance Committee determines that there is in fact a conflict with respect of a Director, the conflict shall be reported to the full Board, and the affected Director shall agree to answer any questions about the matter that other Board members may have. If the particular transaction requires a vote of the Board, or of one of its committees, the affected Director shall not be counted for purposes of a quorum nor shall he or she vote on the matter. The minutes shall report the quorum determination and the voting. B. If the Governance Committee determines that there is in fact a conflict concerning a particular transaction with respect to an Executive Officer, they shall exercise their best judgment about the appropriate course to follow, which may include: 1. approval of the transaction despite the conflict if they are reasonably certain that the best interests of AmeriCares will be served thereby, or 2. referral of the issue to legal counsel for advice, or 3. referral of the issue to the appropriate committee of the Board of Directors, or to the full Board, for decision. Except that in all cases wherein the Governance Committee determines that there is in fact a conflict of interest concerning a particular transaction involving an Officer of AmeriCares, the full Board shall be notified of the resolution of the issue and the affected Officer shall agree to answer any questions about the matter that Board members may have. C. If the Governance Committee determines that there is no conflict of interest with respect to a particular transaction involving a Director or Officer, they need not notify the Board of Directors, but the Secretary of the Board shall keep a record of the decision which shall be available to Board members upon request. D. In any case in which the potential conflict with respect to a particular transaction involves either the CEO or the Chairman of the Board of Directors, the affected party shall notify the Chair of the Governance Committee, and the conflict shall then be reported to the full Board, and the CEO or Chairman of the Board shall agree to answer any questions about the matter that other Board members may have. If the particular transaction requires a vote of the Board, or one of its committees, the CEO or Chairman shall not be counted for purposes of a quorum nor shall he or she vote on the matter. The minutes shall report the quorum determination and the voting.”

“Form 990, Part VI, Line 15 The Board of Directors determines compensation of the CEO. The organization's Chief Executive determines the compensation of the other senior staff and may utilize available market data, salary survey results and other available tools to substantiate decisions. At least bi-annually, the organization participate in the InsideNGO Salary and Benefits Survey. This survey provides compensation data for the President/CEO/Executive Director level position, among others, based on responses from over 140 participating organizations. All participants are engaged in international development or relief work. This information is shared at an annual meeting of the Compensation Committee of the Board of Directors (January), and in combination with data collected from peer organization Form 990's, the CEO's salary is evaluated against the marketplace.”

“Form 990, Part VI, Line 19 The foundation makes its Form 990 available to the public by retaining a copy at its place of business and on its website. The Form 990 is likewise published on the internet at www.guidestar.org. The organization's financial statements are summarized in its annual report, which is available on its website and by request; full financial statements are available upon request. The governing documents and conflict of interest policy are not ordinarily made available to the public, but, if requested, will be provided at management's discretion. Form 990, Part VII Senior V.P., Programs, Anne Peterson, and Chief Financial Officer, Richard Trowbridge, Jr. commenced employment with Americares in calendar year 2015; accordingly, no compensation is reported on Part VII for either individual since neither received compensation in calendear year 2014. Director, Executive Office, Megin Wolfman, joined the organization in November of 2014; accordingly, her reported compensation is for the two months she worked in calendar 2014.”

“Form 990, Part XI, Line 9 Split-interest agreement $367,110”

“Form 990, Part Vl, Line 4 During fiscal 2015 the AmeriCares Board of Directors made the following changes to the corporation's bylaws: 1)Established a Program Committee to "to provide strategic planning support and policy oversight to ensure focus and direction of programs and services. 2)Redefined Directors' terms of office as three years 3)Enabled certain committees to include non-director, non-voting members.”