Affiliates Risk Management Services Inc.

“Policyholders' trust is the sole member of affiliates risk management services, inc.”

“Policyholders' trust, the sole member of affiliates risk management services, inc., elects the board of directors at its annual meeting.”

“The sole member of the organization has certain rights and powers as are typical of members of not-for-profit corporations under the laws of the state of new york.”

“The form 990 is provided electronically to each of the directors for their review. The form 990 is filed only after the board either formally approves the form 990 at a meeting or none of the directors protest the draft form 990 as provided, or otherwise raises any questions or issues regarding the draft form, within a prescribed time period.”

“Arms maintains a written conflict of interest policy, which is annually reviewed by management. All directors, officers, and key employees of the organization are expected to comply with this policy. Each individual has a duty to disclose any actual or possible conflicts of interest, as well as all material facts thereof, to the directors or audit committee members. The interested person may make a presentation to the board or audit committee. Following the presentation, the audit committee will excuse the interested party from the room to allow discussion and voting among the disinterested directors/committee members to determine if a conflict exists. After due diligence, the board or audit committee will determine by majority vote of the disinterested directors whether the transaction or arrangement, or a proposed alternative, is in the best interests of the organization. In cases where an interested party has a substantial financial interest in a potential transaction, the board or audit committee shall appoint a disinterested person to investigate alternatives to the proposed transaction or arrangement, prior to any vote on the potential transaction. The minutes of the board and/or audit committee meetings shall contain the names of the persons who disclosed or were found to have an actual or possible conflict of interest, the nature of the interest, any action taken to determine if a conflict was present, and the board's or committee's decision as to whether a conflict of interest in fact existed. Additionally, the minutes shall include the names of persons who were present for discussions and voting, the content of the discussion including alternatives considered, and a record of votes taken in connection with the proceedings. The board of directors and officers of the organization are required to certify annually that they have read and understand the conflict of interest policy and submit a written questionnaire each year disclosing any known conflicts to the secretary of the organization. Management explains the questionnaire annually at a board of director's meeting. A copy of all completed statements are provided to the chair of the audit committee. The responses to the questionnaires are also reviewed by management. Management also monitors all transactions during the normal course of business to identify other potential conflicts.”

“For the ceo's compensation, periodically and prior to any material increase in compensation or benefits or changes to the terms of the ceo's employment contract, the board (i) evaluates the ceo's accomplishments and work performance and (ii) commissions an independent salary review by an outside consultant and/or reviews comparability data of other similarly-situated non-profit and for-profit organizations to determine the reasonableness of the proposed compensation and/or contract terms in light of the comparability data. The ceo recuses herself from the meetings during such deliberations. The board then votes regarding any changes to the compensation following such deliberation, with the ceo abstaining from such vote and not in attendance. Minutes of the meetings at which such vote is taken are drafted and signed by the chairman or secretary prior to the next board meeting. For 2017, this process was conducted and finalized in march of that year.”

“The form 990 is available for public inspection as required under section 6104 of the internal revenue service code as it is posted on guidestar.org, the new york state charities bureau website, and other similar websites. In addition, forms 990 and 1023, as well as the financial statements, conflict of interest policy, certificate of incorporation, and bylaws are available upon written request of the organization at 215 lexington avenue, new york, ny 10016, or by calling the organization at 212-261-4656.”

“The process and responsibility for audit oversight, preparation of the financial statements, and selection of an independent accountant has not changed from the prior year.”