Petroleum Industry Data Exchange

“Line 6 explanation - There is only one class of members, unless otherwise determined by the Board. A company, organization or individual may become a PIDX member by submitting the appropriate application form and paying membership fees.”

“Line 7a explanation - Members are responsible for the election of the Board, one member - one vote.”

“Line 7b explanation - Members have the responsibility to vote on the following matters: 1) approving the minutes of membership meetings; 2) approve, modify or withdraw the Standards published by PIDX; 3) approving revisions to the Bylaws; 4) electing Directors of the Board, other than the President/CEO; 5) electing the Executives and Vice President; and 6) other matters requiring PIDX member action as provided for in other applicable rules or as determined by the Board or Bylaws.”

“Line 11b Explanation - The Treasurer reviews the Form 990 with the COO before presenting the completed return to the entire Board for their review before it is filed. The Board is instructed their review is not required but any questions will be addressed.”

“The policy is designed to help directors, officers, employees and members of PIDX report situations that present potential conflicts of interest for review and evaluation by outside legal counsel and the Board. If any voting Board Member discloses a potential conflict, the Board then determines whether the individual should be removed from their current position, if exceptions are presented. Any Board member in question recuses their self from deliberations.”

“It is the policy of Petroleum Industry Data Exchange Inc. (PIDX) that the executive total compensation package, including base salary, bonuses, and benefits, will be decided by the "compensation committee", made up of independent directors who do not have any personal interest in the compensation arrangement. PIDX's primary objective is to attract and retain key executive talent as well as to pay reasonable compensation for services provided by officers and staff. In order to ensure reasonable compensation, the compensation committee will obtain compensation comparability data for the position. The comparability data may be based on industry surveys, use of compensation consultant, documented compensation of persons holding similar positions in similar organizations derived from Form 990 of those organizations, expert compensation studies, or other comparable data. Compensation committee will document the basis for its determination concurrently with the approval of the compensation package. The documentation will contain the terms of the approved transaction and the date approved, the members of the compensation committee who voted on the decision, the comparability data that was relied on by the committee and how the data was obtained. This procedure will be repeated each time the executive compensation package changes materially. As a basis for recommended salary adjustments and bonus payouts, the committee will annually document the approval with a performance evaluation and assessment of goals achieved. The compensation comparability data procedure need not be repeated for any annual cost of living increases.”

“Governing documents and policies are available on the organization's website, the financial statements are available upon request.”

“PIDX has a Shared Service Agreement with OFS Portal to allow for time and services provided to PIDX. PIDX reimburses OFC Portal for compensation expenses for the PIDX Chief Operating Officer and Treasurer. OFS Portal files Form W-2's for shared employees.”