Gia Holdings Inc

“Gia holdings, inc. ("gia holdings") is a title holding company organized as a stock corporation. Gia holdings' sole shareholder is gemological institute of america, inc. ("gia"), which is tax-exempt under section 501(c)(3) of the internal revenue code. As shareholder, gia elects the governing body of gia holdings.”

“See explanation for line 6.”

“After an initial draft of the form 990 is prepared, it is circulated for detail review and comment by relevant members of the executive team who have responsibility and/or knowledge about the various matters disclosed and/or described in the form. The form 990 is then made available to the governing body prior to its filing with the irs.”

“Gia (the tax-exempt parent) regularly and consistently monitors and enforces compliance with its conflict of interest policies through annual circulation of a conflict of interest questionnaire, which is completed and signed by all members of the board of governors, officers, and members of executive management, including those holding positions at gia holdings. In addition, gia requires all employees (including those of its domestic and international affiliates) to review its code of conduct, as it may be augmented by gia from time to time, and to acknowledge by signature adherence to its ethical standards, including its conflict of interest policies, as a condition of employment. The legal department reviews contractual relationships entered into by the organization and is responsible for monitoring conflicts of interest as reported through disclosure and by other means. Further, it is incumbent upon all of the aforementioned parties to disclose any conflicts of interest that arise in the course of the year.”

“Gia holdings relies upon the executive committee of gia (tax-exempt parent) to establish the compensation of its ceo. Gia holdings does not pay any individuals directly. The gia board of governors executive committee meets annually to review the officer compensation and to set the pay rate for the subsequent year. Gia has retained the services of mercer, international compensation and benefits consultants, which distributes periodic market pay comparisons of comparable jobs to those of gia officers. This information is provided to the board executive committee for review and use. In the interim years between comprehensive market studies, gia obtains such market data as average merit increases from mercer and also takes the cpi into consideration.”

“Gia's employee code of conduct, which includes a section on conflicts of interest, is posted on gia's website. This code governs employees of gia and its global subsidiaries, including gia holdings. Financial statements are incorporated into the form 990, which, of course, is available to the public. Gia's governing documents are also available to the public upon request.”

“Dividend paid to gemological institute of america, inc. -41,816,069.”