Uncommon Schools Inc.

“The organization's federal form 990 was provided to the audit committee of uncommon schools, inc. For review by its members prior to filing with the internal revenue service ("irs"). Following this review the form 990 was provided to each voting member of the organization's governing body, its board of directors, prior to filing with the irs. The organization's board of directors has delegated to its audit committee the responsibility to oversee, review and approve of the federal form 990, including the preparation, review and filing process. As part of the tax return preparation process the organization hired a professional cpa firm with experience and expertise in not-for-profit tax return preparation to prepare the federal form 990. The cpa firm's tax professionals worked closely with the organization's finance personnel and various other individuals of the organization to obtain the information needed in order to prepare a complete and accurate tax return. The cpa firm prepared a draft federal form 990 and furnished it to the organization's finance personnel and other individuals for their review. The organization's finance personnel and other individuals reviewed the draft federal form 990 and discussed questions and comments with the cpa firm. Revisions were made to the draft federal form 990 where necessary and a final draft was furnished by the cpa firm to the organization's finance personnel and various other individuals for final review and approval prior to presentation of the federal form 990 to the members of the organization's audit committee and providing it to each voting member of its governing body prior to filing with the irs.”

“The organization regularly monitors and enforces compliance with its conflict of interest policy. Annually all members of the board of directors, officers, key employees and senior management personnel complete a conflict of interest questionnaire. The completed questionnaires are returned to the organization's chief financial officer for review. Thereafter, if any conflicts are identified, the chief financial officer prepares a summary of the completed questionaires for review with the board of directors. When necessary, procedures are created for addressing any identified conflicts of interest.”

“The organization's board of directors has a compensation committee "the committee"). The committee completed a comparative analysis of similar organizations which it uses as guidance when it reviews and approves compensation and benefits of the organization's senior management, including all chief (c) level positions. The committee reviews the "total compensation" of the individuals which includes both current and deferred compensation and all employee benefits, both qualified and non-qualified. The committee's review is completed on a regular basis and ensures that the "total compensation" of senior management of the organization is reasonable. The actions taken by the committee enable the organization to receive the rebuttable presumption of reasonableness for purposes of internal revenue code section 4958 with respect to the total compensation of certain members of the senior management team, including the chief executive officer, chief of operations, chief financial officer, and chief schools officers. The three factors which must be satisfied in order to receive the rebuttable presumption of reasonableness are the following: 1. The compensation arrangement is approved in advance by an "authorized body" of the applicable tax-exempt organization which is composed entirely of individuals who do not have a "conflict of interest" with respect to the compensation arrangement; 2. The authorized body obtained and relied upon "appropriate data as to comparability" prior to making its determination and; 3. The authorized body "adequately documented the basis for its determination" concurrently with making that determination. The committee is comprised of members of the board of directors each of whom are independent and are free from any conflicts of interest. The committee adequately documented its basis for its determination through the timely preparation of written minutes of the compensation committee meetings during which executive compensation and benefits was reviewed and subsequently approved. The actions outlined above with respect to the committee and the establishment of the rebuttable presumption of reasonableness only applies to certain senior management personnel, including the chief executive officer, chief of operations, chief financial officer and chief schools officers. The compensation and benefits of certain other individuals disclosed in this form 990 are reviewed annually by the chief executive officer with assistance from the organization's human resources department. This annual review of salaries occurs during the organization's budgeting process. The review includes a consideration of objective factors designed to ensure that reasonable and fair compensation is paid by the organization. The objective factors include each individual's job responsibilities, comparable compensation data, manager, peer and self review information, among others.”

“The organization's governing documents, conflict of interest policy and consolidated financial statements are available to the public.”

“Gain on unwind 1,164,640.”

“The organization did not change the oversight process during the tax year.”