The Kensico Cemetery

“The Kensico Cemetery is subject to Article 15 of the New York Not-for-Profit Corporation Law. In accordance with the statute, the lot owners of The Kensico Cemetery are the members of the corporation. The members elect the Board of Directors. The New York cemeteries which are subject to Article 15 of the Not-for-Profit Corporation Law are also regulated by the New York State Cemetery Board, which reviews and approves the rules and regulations and charges for services adopted by the Board of Directors of a regulated cemetery.”

“The members elect the Board of Directors.”

“The members elect the Board of Directors.”

“Copies of the final 2020 Form 990 were provided to the full Board of Directors prior to the September 9, 2021 Board meeting, at which the 2020 Form 990 was discussed and approved.”

“Kensico's Conflict of Interest Policy, which describes how the policy is monitored and enforced is as follows: Purpose - This Policy has been adopted to ensure that the Directors, Officers and Key Persons (as defined in New York Not-for-Profit Corporation Law Section 102(a)(25)) of the Cemetery act in the Cemetery's best interest and in accordance with applicable legal requirements. Duty to Disclose - Any Board member, Officer or Key Person having a financial interest or whose relative has a financial interest, as described below, must disclose such interest to the Audit Committee. Furthermore, each Board member, Officer or Key Person shall complete a conflict of interest statement, on the form annexed hereto, annually; the first such statement to be completed by a prospective Board member prior to his or her initial election and the first such statement to be completed by an Officer or Key Person immediately upon becoming an Officer or Key Person. A copy of each completed statement shall be provided to the Chair of the Audit Committee. Financial Interest - A Board member, Officer or Key Person or a relative of such person has a financial interest if the person (i) is a party to or (ii) is negotiating a transaction or arrangement with the Cemetery or has, directly or indirectly: a) An ownership or investment interest in any entity with which the Cemetery has a transaction or arrangement, b) A compensation arrangement with any entity or individual with which the Cemetery has a transaction or arrangement, or c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Cemetery is negotiating a transaction or arrangement. Review of Disclosed Information - The Audit Committee, after disclosure of a financial interest and review of the material facts, shall make all determinations regarding whether a conflict of interest exists and, if so, its resolution. A conflict shall exist in all events with respect to a Related Party Transaction. An interested Board member, Officer or Key Person shall not be present at, or participate in, or vote with respect to any such determination. No person interested in such determination shall attempt to influence the deliberations of the Audit Committee in the voting with respect to any such determination. The existence and resolution of a conflict of interest shall be documented in the Cemetery's records and in the minutes of the applicable Audit Committee meeting. Only Audit Committee members who are independent directors as defined in NPCL Section 102(a)(21) may vote with respect to the matters reported to the Audit Committee in accordance with this Policy. Related Party Transactions - The Cemetery shall not enter into any transaction, agreement or any other arrangement in which a Related Party has a financial interest and in which the Cemetery is a participant (a "Related Party Transaction"), unless the transaction is determined by the Audit Committee to be fair, reasonable and in the Cemetery's best interest at the time of such determination. Any Related Party who has an interest in a Related Party Transaction shall disclose in good faith to the Board of Directors, the material facts concerning such interest. "Related Party" shall mean (i) any Director, Officer or Key Person; (ii) any relative of any Director, Officer or Key Person; (iii) any entity in which any individual described in clauses (i) and (ii) has a 35% or greater ownership or beneficial interest or, in the case of a partnership or professional corporation, a direct or indirect ownership interest in excess of 5%; and (iv) any other person falling within the definition of "Related Party" contained in NPCL Section 102(a)(23). In addition to the procedures set forth in the prior paragraph, if the Related Party has a substantial financial interest in a Related Party Transaction, the Audit Committee shall (i) prior to entering into the transaction, consider alternative trans”

“Kensico's policy on the Process of Determining Compensation is as follows: Pursuant to Section 715(e) of the New York Not-For-Profit Corporation Law and Section 6.05 of the Bylaws of The Kensico Cemetery, compensation paid to officers is fixed by the Board of Directors at the Annual Budget meeting of the Board held in December each year. An affirmative vote of the majority of the entire Board is required when fixing officers' compensation. The compensation established at the Annual Budget meeting applies for the following calendar year. As with all Board meetings, written Minutes with respect to the deliberations and decisions of the Board regarding compensation are contemporaneously made and maintained. The Board will follow this same process with respect to any non-officer key employee. In determining the compensation of officers and key employees, the Board will consider: 1. Comparable compensation data available from public and private services relating to not-for-profit institutions, cemeteries and other organizations; 2. The performance of the Cemetery as a whole and the performance of each aspect of the Cemetery's operation and services, the enhancement of the Cemetery trust funds and the general economy; and 3. The personal performance of the officer or key employee. Any officer or key employee who is a member of the Board shall be excused for the portion of the Annual Budget Meeting that determines the compensation of that officer or key employee. As used herein, the term "compensation" shall include salaries, fees and fringe benefits and the term "key employee" shall have the same meaning as provided by the Internal Revenue Service with respect to the filing of Form 990.”

“Governing documents, conflict of interest policy and financial statements are made available to the public upon request.”

“Other fees for services consist of: Tree & landscape maintenance services $1,007,672; Credit card processing fees $228,453; Excavation & septic system contractor $81,714; Foundation work $49,911; Actuary & PBGC fees $46,707; COVID screening services $45,825; Power clean & paint trim Admin Bldg $32,290; Office cleaning services $31,646; Sanitation & waste removal $25,486; Payroll processing fees $20,667; Safety training consultant $17,970; Geese removal $13,650; Electrician $6,951; Boiler & AC maintenance $5,321; Other fees for services $91,086”

“Other changes in net assets: Pension benefit liability adjustment $(957,624); Other benefits liability adjustment $(312,649); Other components of net periodic pension cost $69,220; Other components of net periodic post retirement cost $(195,345)”