Trilogy Inc.

“It is the operating policy of trilogy that the finance committee, as an extension of the full board, shall be presnted with draft copies of our tax returns (including irs form 990 and related schedules) with sufficient time ahead of the annual filing deadline to review and ask questions of the cfo and the audit firm. The purpose of the finance committee review is to assess and determine that the tax documents have been prepared in a thorough, timely and accurate manner. All questions and concerns of the finance committee will be answered promptly by the cfo and the audit firm, and, responses will be reflected in the final form 990 and related schedules. The final tax documents, having been reviewed by the finance committee, will be signed by trilogy's executives (ceo and/or cfo, as appropriate) and filed by the statuatory due date, as extended. Additionally, each member of the board of directors will receive a copy of the unredacted form 990 and related schedules, via email or via access to a shared portal containing the final documents to be filed.”

“All officers, directors, and key employees are required to sign a conflict of interest disclosure and if any parties become aware of any actual or potential conflict of interest, must notify the president/ceo in writing.”

“The executive committee, led by the board president, takes the leadership role in assessing the performance of the ceo for the preceding fiscal year, and, generally prepares a proposal for a financial incentive commensurate with the achievements of the prior year. Some documents which may be useful in assessing performance may be provided by various members of the leadership team, including final audited results (provided by the cfo or the external auditors). Various documents may be supplied by the vp of hr or the chief operating officer including 360 review of ceo completed by board members; employee retention report summaries; client satisfaction and staff satisfaction survey results; productivity reports on direct service staff; and, historical compensation reports for the ceo. Additional reports may be supplied by the ceo or coo, including progress chart contrasting strategic plan achievements against the original strategic plan initiatives. The review process should be organized and coordinated to start in the 2nd quarter of the new fiscal year and conclude with recommendations to the full board by middle of the 3rd quarter of the new fiscal year. Since the board only meets six times a year, timing of the proposal to the board, should occur no later than mid-march or early april of the new fiscal year. Any final incentive recommendation must be presented to and approved by the full board, before the actual incentive can be disbursed. If the salary of the ceo is to be increased as a result of this review, such increase will be made effective and applied retroactively to either january 1, or, the anniversary date of the ceo being elevated into the current position.”

“Trilogy, inc. Makes its annual report available on the website. The governing documents and conflict of interest policy is available upon request.”

“The executive committee shall be composed of the elected officers. The president & ceo shall be an ex officio non-voting member. The executive committee shall determine the agenda for board meetings and handle such other matters as are delegated to them by the board. The executive committee may act in-between board meetings, except for those matters set forth in section 4.10 which require full board approval. The executive committee shall be responsible for the annual performance evaluation of the president & ceo and make recommendations to the full board regarding any compensation increase for the president & ceo. The executive committee is also responsible for appointing ad hoc committees.”

“The process has not changed from the prior year.”