Personal Care Products Council

“The executive committee of personal care products council, inc. Chooses the board of directors of personal care products council foundation, inc.”

“The foundation has no committees.”

“The federal form 990 is reviewed by the cfo, director of finance and general counsel. The review takes place upon receipt of the draft 990 received from the independent accounting firm who conducts the financial statement audit. The final return is then reviewed by the board treasurer before being submitted to the irs.”

“The foundation follows the policy of pcpc since pcpc's executive committee also serves as the foundation's board of directors. Each new director, officer, and senior staff employees will receive a copy of the conflict of interest policy together with a conflict of interest statement of disclosure, which shall be completed upon assumption of his or her responsibilities. Directors: any member of the board of directors who may be involved in a foundation business transaction in which there is a possible conflict of interest shall promptly notify pcpc's president or general counsel. The board member shall refrain from voting on any such transaction, participating in deliberations concerning it, or using personal influence in any way in the matter. The board member's presence may not be counted in determining the quorum for any vote with respect to a foundation business transaction in which he or she has a possible conflict of interest. The board member, or the chairman in the director's absence, shall disclose a possible conflict of interest to the other members of the board before any vote on a foundation business transaction, and such disclosure shall be recorded in the board minutes of the meeting at which it is made. Any foundation business transaction with a member of the board of directors shall have terms that are at least as fair and reasonable to the foundation as those that would otherwise be available to the foundation if it were dealing with an unrelated party. Staff: any senior staff member who may be involved in a foundation business transaction in which there is a possible conflict of interest shall promptly report the possible conflict to pcpc's president or general counsel. If the possible conflict involves the president, the possible conflict shall be reported to the chairman of the board by the president. The president, or where applicable the chairman, after receiving information about a possible conflict of interest, shall take such action as is necessary to assure that the transaction is completed in the best interest of the foundation without the substantive involvement of the person who has the possible conflict of interest. This does not mean that the purchase or other transaction must necessarily be diverted, but simply that persons other than the one with the possible conflict shall make the judgments involved and shall control the transaction. A written record of any report of possible conflict and of any adjustments made to avoid possible conflicts of interest shall be kept by pcpc's president or the general counsel. Any disputed action with respect to this policy shall be resolved by the board.”

“The foundation follows pcpc's compensation policy, and the ceo of pcpc also is the president of the foundation. Because of that, pcpc's compensation committee also serves in that capacity for the foundation. The compensation committee (the "committee") of the board of directors assists the board in fulfilling its oversight responsibilities relating to pcpc's compensation of staff. Specifically this includes determining pcpc's compensation philosophy and determination and approval of the ceo's compensation. Within the compensation philosophy and system approved by the committee, the ceo is solely responsible for administering the compensation system for all pcpc employees other than the ceo. Annual performance objectives are developed as a basis for assessing the ceo's annual performance and for compensation rewards at year-end. The performance objectives are linked to pcpc's annual goals and objectives. They combine substantive (e.g. Policy/governmental) objectives with measures of internal effectiveness (for example, membership and performance against budget). They are written to be as concrete and numerical as possible. The chairman of the board, with involvement of members of the finance and audit committee reviews and approves these objectives. At year-end, the compensation committee conducts a performance review of the ceo to determine the extent to which the annual performance objectives have been met. The committee may seek input from other members of the board regarding the ceo's performance. Based on the performance review of the ceo, the committee will determine the level of incentive compensation to be awarded to the ceo for the previous year's performance. The committee will also determine the base salary increase for the ceo for the coming year. In making this determination, the committee will consider the ceo's current and historical performance, as well as relevant market data.”

“Upon request, these documents would be furnished to the requesting party by mail or e-mail for the same period of disclosure as set forth in section 6104(d).”

“The audit oversight process remains unchanged from the prior year.”