Avina Americas Inc.

“Mr. Biondi-morra, mrs. Hilda vega, and mr. Mckaughan have a business relationship, as described below: control over avina americas' operations is vested in a self-perpetuating board of seven voting directors. The secretary and the executive director are the seventh and eighth non-voting members. Avina americas' ability to attract this level of talent is due, in large part, to its close relationship with fundacion avina. Three of avina americas' seven voting directors have some connection to fundacion avina. Mr. Sean mckaughan, mrs. Hilda vega, and mr. Brizio biond-morra serve on the board of fundacion avina. Mr. Sagel, although a non-voting member as board secretary, is an employee of fundacion avina. In addition, under avina americas' conflict of interest policy, any direct transaction between it and fundacion avina has to be approved by at least one of the four independent directors who do not hold any positions at fundacion avina.”

“The outside accountants prepared the form 990 and forwarded it to avina for review. Once the comments and reviews were updated, avina americas emailed the completed form 990 to the entire board along with a request for their comments to be completed within a 10-day period. After any comments from the board were resolved, the form 990 was submitted to the irs.”

“Pursuant to the organization's policy, the responsibility for disclosure rests with board members. The board of directors holds at least one annual meeting, subject to notice requirement, thus allowing for a level reflection on this topic once per year. If the board or committee has reasonable cause to believe that a person has failed to disclose an actual or potential conflict of interest, it informs the person of the basis for such belief and affords the person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the member and making such further investigation as is warranted in the circumstances, the board or committee determines that the member has, in fact, failed to disclose an actual or potential conflict of interest, it takes appropriate disciplinary and corrective action.”

“Salary studies were conducted to determine compensation for the executive director. Three references were used for this purpose. The board made recommendations to appoint the current executive director and a board resolution was adopted and documented in board minutes to this effect. This review process was last completed in february 2022.”

“Avina americas makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Officers and board members of fundacion avina, a related entity of avina, received compensation for work performed for fundacion avina and not for their service as board members.”

“Future of works and climate action are new programs in 2022.”