Ernst & Young Foundation

“THIS FORM 990 WAS REVIEWED PRIOR TO FILING BY THE Controller and Treasurer OF THE FOUNDATION. IT WAS ALSO REVIEWED BY MEMBERS OF THE EXEMPT ORGANIZATION TAX PRACTICE OF ERNST & YOUNG. IN ADDITION, A COPY OF THE FOUNDATION'S COMPLETED FORM 990 WAS PROVIDED TO EACH FOUNDATION BOARD MEMBER PRIOR TO FILING.”

“The ernst & young foundation monitors proposed or ongoing transactions for conflicts of interest and deals with potential or actual conflicts, whether discovered before or after the transaction has occurred, by doing the following: requires each foundation director, officer and staff member in a position to exercise substantial influence over foundation affairs to annually complete a conflict of interest questionnaire and sign a statement which affirms that such person: (a) has received a copy of the conflicts of interest policy; (b) has read and understands the policy; (c) has agreed to comply with the policy; and (d) understands that the foundation is charitable and that it must engage primarily in activities which accomplish one or more of its tax-exempt purposes without personal inurement by directors, officers or staff; requires each person who completes a questionnaire annually to update the information disclosed on the questionnaire as necessary to reflect material changes during the course of the year; requires the board and legal counsel to review such completed questionnaires; performs periodic reviews to examine: (a) whether any partnerships, joint ventures, and arrangements with management organizations conform to the foundation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction; (b) whether any interested person has: (i) obtained or may obtain a non-financial benefit or advantage that he would not have obtained absent his relationship with the foundation; (ii) has a duty or responsibility owed to the foundation that conflicts with a duty or responsibility owed to some other organization; or (iii) other conflict of interest on which the board should act; and (c) whether the conflicts policy should be updated; and requires disclosure of relevant interests and all material facts of the contemplated transaction or arrangement in writing to the board chair when any director, officer or staff member has an interest that makes him or her an interested person (as defined in the policy). In terms of how the foundation deals with potential or actual conflicts, if the board has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it informs the interested person of the basis for such belief and affords the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person's response and after making further investigation as warranted by the circumstances, the board or committee determines the interested person has failed to disclose an actual or possible conflict of interest, it takes appropriate disciplinary and/or corrective action. Foundation directors, officers and staff are covered under the policy, and they understand that the policy is meant to assist them in identifying, evaluating and addressing any real or potential conflicts of interest that might, in fact or in appearance, compromise his or her professional judgment in the oversight, administration or management of the foundation. Disinterested directors make the determinations of whether a conflict exists, and the board is authorized to use outside advisors in connection with analysis of the results of periodic reviews. A detailed process is used to review actual and potential conflicts. The chairperson of the board may appoint a disinterested person or committee to gather additional facts or to investigate alternatives to a proposed transaction or arrangement. However, responsibility for the review and determinations of whether conflicts exist are made at the board level. Restrictions imposed on a person with a conflict vary depending on the specific facts regarding the conflict. The board has the ability to prohibit the individual with the conflict from participating in”

“Copies can be provided upon request and available for inspection at our office.”

“The ernst & young foundation's mission is to stimulate and support excellence in education, with a particular focus on higher education and preparation for professional service careers in business. The ernst & young foundation focuses its support on high quality educational institutions, encouraging leadership, excellence, continuous improvement and innovation in education quality, diversity and accountability within these institutions. The ernst & young foundation may, at times, provide certain philanthropic services related to disaster relief and other charitable causes.”