Carbon War Room Corporation

“This Policy on Review of the IRS Form 990 of the Carbon War Room (hereinafter the "Corporation") applies to the review by members of the Corporation's Board of Directors of its IRS Form 990 prior to filing. The Organization utilizes the following process in annually preparing and submitting IRS Form 990: Primary responsibility for the preparation of the IRS Form 990 rests with the Corporation's staff. Staff works with and relies upon the Corporation's Director of Finance, Human Capital & Infrastructure in preparing the Form 990. The Form 990 is presented as a draft to the Corporation's Treasurer and Audit Committee for review prior to its filing. An open invitation shall be given to all members of the Corporation's Board of Directors to attend, at their option, the Audit Committee meeting at which the Form 990 is to be reviewed. The Treasurer will compile comments to the draft Form 990 and send them to the Organization's independent accountants for possible revision of the Form 990, to the extent deemed appropriate in their professional judgment. The final Form 990 will be submitted to the Treasurer and Audit Committee for approval before filing. Once the final Form 990 has been approved by the Treasurer and Finance Committee, notice and a copy of the return is sent to each member of the Organization's Board of Directors inviting them to review the final Form 990. This invitation will be sent not less than two weeks prior to the date when the Form 990 will be filed. Any comments to the final Form 990 will be directed to the Treasurer to address with the independent accountants. The Organization will file the final Form 990 as soon as reasonably practicable after receiving the signed Form 990. At the next regularly scheduled meeting of the Corporation's Board of Directors, the completed and filed Form 990 is presented to the Board as part of Treasurer's financial report.”

“Each employee shall annually sign a statement which affirms 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 the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes. Periodic Reviews: To ensure the Organization operates in a manner consistent with its charitable purposes and does not participate in activities that could jeopardize its tax-exempt status, period reviews shall be conducted. The periodic reviews shall be at a minimum on the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent salary survey information, and the result of arm's length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in the inurnment, impermissible private benefit, or in excess benefit transaction. Each member of the Corporation's board of directors and each employee shall annually sign a statement which affirms 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 the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes. Periodic Reviews: To ensure the Organization operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews (minimum of once per year) shall be conducted. The periodic reviews shall be at a minimum on the following subjects: a. Whether compensation arrangements and benefits are reasonable, based on competent salary survey information, and the result of arm's length bargaining. b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in the inurnment, impermissible private benefit, or in excess benefit transaction. c. Whether all potential conflicts have been disclosed to the Corporation.”

“The Corporation complies with the public inspection requirements of Internal Revenue Code section 6104 by making its Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code, the Forms 990 for its three most recently completed tax periods (currently not applicable because this is the Corporation's second Form 990) , and Forms 990-T for its three most recently complete tax periods (currently not applicable because this is the Corporation's second tax period and it has not received any unrelated business income). However, as section 6104 does not require organizations described in section 501(c)(3) to disclose its governing documents, conflict of interest policies, or financial statements, the Corporation has decided not to make such information available for public inspection.”

“Founders Circle Roles and Responsibilities: The role of the Founders Circle is to provide the core funding to allow the Carbon War Room to institute our goals to identity and implement scalable solutions to address climate change. Each Founder commits to donate US $1 mm over 3 years. This constitutes the core funding of the Carbon War Room of which the first 60% covers staff and related costs. The remaining 40% is used to seed the new operations as they are identified. The Founders responsibilities include: -Providing core funding; -Comment on operations/approaches of the carbon war room; -Confirming Board of Advisor members and electing Executive Board members; -Approving the CEO; -Approve material changes in strategy; and to -Interact intimately with Management on Battle/Operation execution and additional resources needed. The Founders will meet face to face no less than twice annually at convening and twice annually by telecast.”