The Personal Care Products Council Inc

“Some of the members of the board of directors are the heads of committees, and do not have voting rights for matters coming before the board.”

“The membership of pcpc shall consist of three classes - active members, associate members, and international members - however only active members and associate members are entitled to vote. Active members - any entity engaged in the manufacture or distribution of cosmetic, toiletry, or fragrance products in the united states of america, upon approval of the board, and payment of dues, may become an active member of the association. Associate members - any entity engaged in providing active members with component ingredients, supplies or services, upon approval of the board and payment of dues, may become an associate member of pcpc.”

“The association's members elect the officers of the association.”

“The 990 is reviewed by the chief financial officer and legal counsel of the personal care products council in conjunction with the outside accounting firm. To address the issue of the practicality of a full board review of the 990s, the treasurer will receive draft copies of the 990s, review them, and approve them for issuance. This review will take place in a time frame that will allow the 990s to be filed by the applicable filing date.”

“Each new director, officer, and senior staff employees will receive a copy of the conflict of interest policy together with a conflict of interest statement of disclosure, which shall be completed upon assumption of his or her responsibilities. Directors: any member of the board of directors who may be involved in a pcpc business transaction in which there is a possible conflict of interest shall promptly notify pcpc's president or general counsel. The board member shall refrain from voting on any such transaction, participating in deliberations concerning it, or using personal influence in any way in the matter. The board member's presence may not be counted in determining the quorum for any vote with respect to a pcpc business transaction in which he or she has a possible conflict of interest. The board member, or the chairman in the director's absence, shall disclose a possible conflict of interest to the other members of the board before any vote on a pcpc business transaction, and such disclosure shall be recorded in the board minutes of the meeting at which it is made. Any pcpc business transaction with a member of the board of directors shall have terms that are at least as fair and reasonable to pcpc as those that would otherwise be available to pcpc if it were dealing with an unrelated party. Staff: any senior staff member who may be involved in a pcpc business transaction in which there is a possible conflict of interest shall promptly report the possible conflict to pcpc's president or general counsel. If the possible conflict involves the president, the possible conflict shall be reported to the chairman of the board by the president. The president, or where applicable the chairman, after receiving information about a possible conflict of interest, shall take such action as is necessary to assure that the transaction is completed in the best interest of pcpc without the substantive involvement of the person who has the possible conflict of interest. This does not mean that the purchase or other transaction must necessarily be diverted, but simply that persons other than the one with the possible conflict shall make the judgments involved and shall control the transaction. A written record of any report of possible conflict and of any adjustments made to avoid possible conflicts of interest shall be kept by pcpc's president or the general counsel. Any disputed action with respect to this policy shall be resolved by the board.”

“The finance & audit committee (the "committee") of the board of directors assists the board in fulfilling its oversight responsibilities relating to pcpc's compensation of staff. Specifically this includes determining pcpc's compensation philosophy and determination and approval of the ceo's compensation. Within the compensation philosophy and system approved by the committee, the ceo is solely responsible for administering the compensation system for all pcpc employees other than the ceo. Annual performance objectives are developed as a basis for assessing the ceo's annual performance and for compensation rewards at year-end. The performance objectives are linked to pcpc's annual goals and objectives. They combine substantive (e.g. Policy/governmental) objectives with measures of internal effectiveness (for example, membership and performance against budget). They are written to be as concrete and numerical as possible. The chairman of the board, with involvement of members of the finance and audit committee reviews and approves these objectives. At year-end, the compensation committee conducts a performance review of the ceo to determine the extent to which the annual performance objectives have been met. The committee may seek input from other members of the board regarding the ceo's performance. Based on the performance review of the ceo, the committee will determine the level of incentive compensation to be awarded to the ceo for the previous year's performance. The committee will also determine the base salary increase for the ceo for the coming year. In making this determination, the committee will consider the ceo's current and historical performance, as well as relevant market data.”

“Pcpc only makes the 990s available to the general public upon request. Pcpc will make governing documents, policies, and audited financial statements available to members if requested. These items are available for the same period of disclosure as set forth in section 6104(d).”

“The audit oversight process remains unchanged from the prior year.”