Holy Angels Foundation Inc.

“Holy angels, inc. Is the sole member of holy angels foundation, inc.”

“Holy angels, inc. Approves any major decisions affecting holy angels foundation, inc.”

“A full copy of the form 990 will not be provided to the board prior to filing. However, in order to protect the privacy of the donors, the board will review a public disclosure copy of the form 990 prior to filing.”

“Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: has received a copy of this conflict of interest policy, has read and understands this policy, has agreed to comply with the policy, and understands that holy angels foundation is a charitable organization and, in order to maintain its federal tax exemption, must engage primarily in activities which accomplish one or more of its tax-exempt purposes. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the board of directors or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board of directors or committee members shall decide if a conflict of interest exists.”

“The executive director and other key employees are employed by holy angels, inc., a related entity. The responsibility for executive compensation for the president/ceo is the responsibility of the chair and the executive committee, which consists of the past chair, chair, vice chair, committee chairs and any other members appointed by the chair. The executive committee seeks input from the board and meets on an annual basis to complete a yearly performance and compensation review of the president/ceo. A competent salary survey is used to benchmark compensation for the position and other executive positions. The executive committee shall meet independent of the president/ceo to discuss performance relative to the position. During these deliberations, the committee may also consider input obtained from other board members, sisters of mercy, staff, professional advisors, and other informed community leaders. The chair of the executive committee reviews the accomplishments of the president/ceo during the year and a written performance review is completed. Once a consensus is reached regarding performance, a similar discussion is held concerning compensation relative to annual benchmark and established objectives. The compensation review includes base pay, fringe benefits and any other identified performance incentives. Through its minutes, the chair/executive committee must document all of its deliberations and decisions, including the salary survey used. This process is referenced in article xi, section 1 of the bylaws of holy angels, inc. The holy angels board of directors delegates the authority to the president/ceo to determine all other employee compensation. As for key employees and other employees, it is the policy of holy angels to pay wages and salaries that are reasonable and competitive with rates being paid for similar jobs by other employers in the community. Increases in employee compensation may be offered based on individual job performance, longevity, duties and responsibilities listed in job descriptions, and area wage and salary surveys. Wage or salary ranges have been established for each level of jobs.”

“Copies of the governing documents, conflict of interest policy and financial statements are available upon request.”

“Net asset transfers to affiliates -918,507.”

“The finance and audit committee, who meet quarterly, have the oversight for the audited financial statements as well as the selection of the auditing firm.”