Northwestern Properties Corporation

“Merakey usa is the sole member of this organization.”

“The corporate member, merakey usa, has the power to appoint board members.”

“Merakey usa is the parent corporation and sole member of the corporation, shall have the power to recommend and review, as appropriate, and approve certain matters. Articles of incorporation may be amended by vote of the sole member of the corporation.”

“Form 990 was prepared by the organization's tax department, comments and the 990 were reviewed by senior management. The form 990 was then sent to each board member for review prior to filing with the internal revenue service.”

“An annual questionnaire is sent to and completed by each director. Any board member with a conflict of interest is required to recuse himself/herself from any discussions, negotiations, deliberations or decision making involving the transaction causing the conflict. All conflicts of interest involving directors, officers and key employees are reviewed by general counsel. The conflict of interest policy is monitored by the organization's office of quality and compliance and any potential conflicts are investigated immediately. Any disclosed relationships are communicated to the corporate controller for purpose of the audit, completing form 990 and for any possible internal control issues that may take place due to the conflict.”

“An integral part of the organization's executive retention strategy is maintaining a comprehensive, competitive compensation program for key leadership personnel. To ensure that its program and practices are meeting this objective, the compensation committee of the merakey usa board of directors engaged a consultant to review the program structure, current pay and reward levels and related administrative practices. Specifically, the consultants were asked to identify and report on current executive compensation levels and practices and programming trends among mission similar organizations of like size and operational scope, assess current merakey usa executive pay levels and practices in light of prevailing industry norms and, in light of continuing irs and sponsoring agency scrutiny of executive pay levels and practices in tax-exempt organizations to determine reasonableness of executive pay under irc section 4958 guidelines. The compensation committee used this information to approve the compensation of the organization's chief executive officer and chief financial officer and determine the compensation of other key employees.”

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

“Merakey usa uses a cash management system that issues all forms 1099 through the parent organization for all subsidiaries.”