International Liquid Terminals Association

“Ilta is composed solely of corporate members. Ilta members fall into one of three categories, two of those categories are for companies in the terminal business, including for hire and internation terminals. The third category is supplier members.”

“Each year, at the annual meeting, the members of the association elect the board of directors.”

“Each year, at the annual meeting, the members of the association approve the annual budget for the next year by proxy vote to the board of directors.”

“The form 990 is provided to the president to review before filing with the internal revenue service. A copy is also provided to the treasurer. Both officers are members of the governing body.”

“Disclosures of potential conflicts of interest of board members, officers and the president of ilta should be made to the board operations committee. The committee shall determine whether a conflict exists and whether it is material. If a conflict is found to be material, the committee shall determine whether the contemplated transaction shall be disapproved, or whether it should nevertheless be authorized as just, fair, and reasonable to ilta. In making these decisions, the committee shall have discretion to take final action or refer the matter to the board of directors for a final decision. The person making the disclosure to the committee shall not be present during committee or board discussion or decision on the matter. However, that person shall provide the committee or the board with all relevant information. Staff disclosures should be made to the president of ilta, who shall determine whether a conflict exists and whether it is material. If a conflict is found to be material, the president shall bring it to the attention of the board operations committee.”

“The board members will evaluate and determine the pay at board meetings.”

“Ilta's governing documents, conflict of interest policy and financial statements will be made available upon request.”

“The association has not changed its process regarding the oversight of the independent audit and selection of independent auditors during the fiscal year.”