Tcs Education System

“The Bylaws were amended to add clarifying language regarding the roles of the Board and disclosing party in subsections (a) Duty to Disclose and (b) Determining Whether a Conflict of Interest Exists.”

“The Form 990 is prepared by an independent accounting firm (RSM US LLP) along with the advice of the management and attorneys of the organization. The Form 990 is posted to a secure web portal, allowing members to review and offer commentary prior to the filing of the Form 990.”

“An Interested Person must annually disclose the existence of the facts and circumstances of any conflict of interest to either 1) the Board members and members of Board committees or 2) Human Resources with respect to any action or proposed action that gives rise to the conflict of interest. Pending review and resolution by the Board or the Governance Committee or Human Resources, the Interested Person shall be excluded from any deliberations or action concerning conflicts of the matter that gives rise to the conflict of interest. Each Board member, corporate officer, Board committee members and key employee shall annually sign a statement that affirms that such person a) has received a copy of the conflict of interest policy, b) has read and understands the policy, c) has agreed to comply with the policy, d) understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.”

“TCS Education System has established an Executive Committee who reviews and approves the compensation of all executives of the Corporation to determine that it is just and reasonable. The Executive Committee shall conduct or cause to be conducted an analysis of the compensation to be paid to the executive as compared to other executives in similar positions with similar organizations. The Executive Committee engages an outside independent compensation consultant to benchmark the salaries and benefits of the President and other TCS personnel. Executive salaries are reviewed and approved by the Board's Executive Committee with the assistance of a benefits consulting firm (Korn Ferry) that provides recommendations based on comparative data with other organizations. The Board documents the basis of all compensation determinations in the records of the Board.”

“Financial information as well as governance documents, which include the conflict of interest policy, are not made available to the public.”

“Fair value of assets received in affiliation 500,000.”