John L Santikos Charitable Foundation

“Successor trustees and new trustees filling vacancy shall be elected by the board of directors of the area foundation at a regular or special meeting of the board of directors of the area foundation.”

“The board of trustees may, but is not required to, create any one or more of the following committees: standing committees and special committees. At this time the organization does not have committees.”

“A detailed review of the form 990 was performed by the san antonio area foundation's audit/finance committee. All committee members received a copy of the form 990. Once accepted by the audit/finance committee, a copy of the form 990 was provided to each member of the board of directors before filing with the irs.”

“The john l. Santikos charitable foundation has a written conflict of interest policy that requires all members of the board of trustees to annually disclose potential conflicts of themselves and their family members on a questionnaire. The questionnaires are reviewed for conflicts. Any questionnaires that disclose potential conflicts are brought before the board of trustees for review. No member with a financial conflict shall evaluate or vote on any matter in which he or she has a financial conflict of interest and shall not use his or her personal influence with other responsible members to approve or disapprove any action by the foundation related to the matter. Members who have an emotional conflict of interest or an apparent conflict of interest may continue to participate in the discussion and many vote on the matter if no financial conflict of interest exists provided that the member first discloses his or her emotional or apparent conflict of interests.”

“Santikos enterprises, llc does an annual appraisal of the ceo through the board compensation committee. Each board member has an opportunity to provide feedback on that form and it is aggregated into a single form and provided to the ceo by the chair of the compensation committee. Regarding other executive at santikos enterprises llc, the ceo prepares an hr analysis of each job description using data from a national compensation provider. The ceo discusses recommendations for salary adjustments with the chair of the compensation committee. Annual bonus targets are established at the beginning of the year and then scored in the february board meeting following year end close. The compensation committee chair makes a recommendation to the board on bonus evaluation and the board determines final bonus considerations.”

“The foundation makes its governing documents and conflict of interest policy available to the public upon request.”

“All policies that apply to the reporting organziation also apply to the disregarded entities as a whole.”

“Section a includes trustees of the john l. Santikos charitable foundation and the santikos enterprises, llc advisory board of directors. The john l. Santikos charitable foundation is the sole member of santikos enterprises, llc, a disregarded entity. Trustees of the john l. Santikos charitable foundation are not compensated by the foundation. Santikos enterprises llc's advisory board of directors are compensated.”

“Other reconciling item 927,257. Book to tax differences from passthrough entity 2,053,396. Distributions from passthrough entity -5,000,000.”

“The financial statements were audited on a consolidated basis. The san antonio audit committee assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process has not changed from prior year.”