Scenic Hudson Inc.

“990 REVIEW AND OVERSIGHT PROCESS: The Audit Committee first reviews the 990 in draft form for Scenic Hudson and The Scenic Hudson Land Trust. Once the Audit Committee has satisfactorily completed its review, they will recommend distribution of the drafts to the full Board of Directors for review and acceptance at its next meeting. Printed and electronic copies of the draft 990s are distributed to the full board in preparation for the meeting. The board is encouraged to review the draft and provide comments or seek clarification, where necessary, before their acceptance. The return is filed upon acceptance by the board. Public inspection copies of the 990 are available on the Organization's board extranet and on the Organization's website (www.scenichudson.org/about/financials).”

“MONITORING OF THE CONFLICT OF INTEREST POLICY: All board members and staff are required to review and sign the organization's conflict of interest policy annually. Board members who may have any real or perceived conflict of interest must abstain from discussion and voting around such issues. The Board of Directors reviews conflicts of interest that may arise (real or perceived) involving the staff. The Executive Committee (or the Board Membership and Governance Committee in some cases) and reviews conflicts of interest (real or perceived) involving the executive team and board, however they may seek input from the full Board of Directors and/or legal counsel.”

“PROCESS FOR DETERMINING EXECUTIVE COMPENSATION: Executive compensation is determined by the Executive Compensation Committee, who engages a third-party consultant who provides a market analysis with recommendations, in consultation with the Board of Directors. The Executive Compensation Committee also incorporates first hand research data on comparable organizations in Scenic Hudson's staff and/or budget size in their recommendations.”

“PUBLIC AVAILABLILITY OF GOVERNING DOCUMENTS: The following corporate governance documents are available to the public on Scenic Hudson's website (www.scenichudson.org/about/financials): * Form 1023 * Form 990 * Audited financial statements * Certificate of Incorporation * Corporate by-laws * Whistleblower policy * Conflict of interest policy”

“DESCRIPTION OF PROGRAM SERVICE REVENUE: As detailed in Schedule R, Part VII, Scenic Hudson provides The Scenic Hudson Land Trust, a related organization who has no employees of its own, with the services of its employees, office space and general administrative support through a service agreement. Program service revenue, which totaled $1,900,575 during fiscal year 2018, represents the fees collected under this agreement.”

“DESCRIPTION OF ORGANIZATION'S MISSION AND SIGNIFICANT ACTIVITIES: Scenic Hudson preserves land and farms and creates parks that connect people with the inspirational power of the Hudson River, while fighting threats to the river and natural resources that are the foundation of the valley's prosperity. Our work is guided by our vision for the region: The Hudson Valley is a community of informed and engaged citizens working to make the region a model of vibrant riverfront cities and towns linked by inviting parks and trails, beautiful and resilient landscapes, and productive farms.”

“FURTHER CONTEXT FOR ORGANIZATION'S MISSION (CONTINUED): Scenic Hudson helps citizens and communities preserve land and farms and create parks where people experience the outdoors and enjoy the Hudson River. We also bring together people, businesses and government to protect the river and natural resources that are the engines of the valley's local economies. Today, in the face of new challenges and the effects of climate change, we are dedicated to making the Hudson Valley a great place to live, work and play. Our focus is on strengthening and maximizing benefits all can enjoy from the region's great assets - beautiful open spaces, working farms, and vibrant cities and town centers.”

“STATEMENT OF FUNCTIONAL EXPENSES (PROGRAM EXPENSE RATIO): Activities that occur in The Scenic Hudson Land Trust, a supporting organization of Scenic Hudson, directly impact the expenses of Scenic Hudson. Such activities include the purchase of conservation easements and land in fee title. With this in mind, the most meaningful calculation of the program expense ratio of Scenic Hudson and The Scenic Hudson Land Trust is to consider these expenses on a consolidated basis. On a consolidated basis, the program expense ratio for Scenic Hudson and The Scenic Hudson Land Trust was 80% and 81%, respectively, for the fiscal years ended June 30, 2018 and 2017.”

“AUDIT OVERSIGHT AND SELECTION PROCESS: The Audit Committee will annually retain or renew the retention of an independent accountant/auditor to conduct an audit and, upon completion thereof, review the results of the audit and any related management letter with the independent auditor. The Audit Committee reports its activities to the full Board of Directors annually. This process has not changed from the prior year.”