Fox Theatre Inc.

“Tax return is prepared by an outside accounting firm from the audited financial statements. The return is reviewed by the audit & compensation committee and senior management prior to filing with the irs. In addition, a copy of the return is electronically sent to all board members before the return is filed.”

“Members of the organization's board of trustees and senior management may, from time to time, be associated, either directly or indirectly, with companies doing business with the organization. For senior management, the organization requires annual disclosure of significant financial interests in, or employment or consulting relationships with, entities doing business with the theatre. When such relationships exist, measures are taken to appropriately manage the actual or perceived conflict in the best interests of the organization. The organization has a written conflict of interest policy that requires, among other things, that no member of the board of trustees can participate in any decision in which he or she has material financial interest. Each trustee is required to certify compliance with the conflict of interest policy on an annual basis and indicate whether the theatre does business with an entity in which a trustee has material financial interest. When such relationships exist, measures are taken to mitigate any actual or perceived conflict, including requiring that such transactions be conducted at arm's length, for good and sufficient consideration, based on terms that are fair and reasonable to and for benefit of the organization, and in accordance with applicable conflict interest laws. No such associations are considered to be significant.”

“Compensation of the president/ceo is reviewed every three years. The compensation of the other key employees is reviewed every three years using information provided by the international association of venue managers and comparable organizations provided by guidestar. An outside placement company is used to review compensation. The current president/ceo's salary review was done in 2009 and reviewed again in 2012. An outside consulting firm is used to review the pay of all full-time employees in mid 2013 - the hay group. This is done at senior management's discretion.”

“Governing documents, conflict of interest policy and audited financial statements are available to be reviewed on site.”

“A former board member occupies previously unused space in the facility under a lease agreement dated 12/28/1979 between that individual and the organization. The occupancy under the terms of the lease is for the life of the former board member. Under the lease, rent was established and paid in the form of improvements to the space costing not less than $50,000. The period for reimbursement to the former board member in the event of termination, 15 years, has expired. The improvements become the property of the organization upon the former board member's death or termination of the lease. There was no appraisal obtained at that time, however it does not seem unreasonable that this agreement was entered into at arms length and was fair market value at the time.”