Mercy Ships Foundation

“MEMBERS WHO MAY ELECT ONE OR MORE MEMBERS OF THE GOVERNING BODY: LESS THAN 50% OF THE DIRECTORS SHALL BE ELECTED BY MAJORITY VOTE OF THE BOARD OF DIRECTORS OF MERCY SHIPS, A NONPROFIT CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF TEXAS. THE BOARD OF DIRECTORS OF MERCY SHIPS, A RELATED ORGANIZATION, MUST APPROVE ANY AMENDMENTS MADE TO THE PURPOSE STATED IN THE ORGANIZATION'S ARTICLES OF INCORPORATION AND ANY CHANGES TO SECTION 4.3 ELECTION & QUALIFICATION AND SECTION 14 AMENDMENTS OF THE ORGANIZATION'S BYLAWS. The Mercy Ships Foundation Board has established an Investment Policy to guide the organization in managing its investments and delegated to the Finance and Investment Committee, comprised of three Board Members with extensive finance experience responsibility for oversight and management of MSF's investments. These responsibilities include the following; - Setting the asset allocation targets and ranges for the Portfolio, and modifying them from time to time. - Implementing this Policy, with input from MSF Staff and the Investment Adviser. - Overseeing the Portfolio's assets and reporting on the status of the Portfolio to the Board at least two times a year. - Engaging the Investment Adviser to assist the Finance and Investment Committee in carrying out its investment responsibilities and to implement the investment strategy and decisions of the Finance and Investment Committee. - Continuing or terminating the Investment Adviser and monitoring its performance. - Monitoring the fees and other expenses associated with the management and administration of Portfolio. In 2021 the Finance and Investment Committee met seven times including 5 times with the Investment Adviser. The results of each of those meetings were reported back to the full Board at their next meeting.”

“Process to review the form 990: the organization's form 990 was prepared by an independent cpa firm and reviewed by the chief financial officer and treasurer in detail. The 990 was then provided electronically to all members of board for their review and comment. Board members were then given at least one week to review the form 990 and send comments to chief financial officer. After all comments and questions were addressed, the 990 was filed with the irs.”

“Process to monitor transactions for conflicts of interest: board members and senior staff including officers are required to complete a conflicts of interest questionnaire on an annual basis. Disclosures are required to be updated with potential conflicts as they become known throughout the year. If a conflict is identified by management or by the board, the person with a conflict recuses themselves from the decision-making process, and the board votes on whether or not to engage in the transaction, based on whether it is in the best interests of mercy ships foundation.”

“Availability of documents: mercy ships foundation makes its governing documents, conflict of interest policy, and financial statements available for public inspection at the international support center in lindale, texas during regular business hours. Documents are also made available upon written request.”

“Compensation of executive directors or key employees: the foundation does not compensate any officers, directors, or management. In accordance with the instructions, these questions have been answered no. If at some point compensation plans are considered, the organization will adopt the compensation process used by mercy ships.”

“The most complete picture of Mercy Ships global operations is contained in the consolidated audited financial statements of Mercy Ships and its affiliates. The consolidated audited financial statements are available in their entirety on the Mercy Ships website at https://www.mercyships.org/2021-mercy-ships-audit-report/. As a party interested in the activities of Mercy Ships, we encourage you to visit our website and review the consolidated audited financial statements.”

“Other changes in net assets: investment in global mercy shipping limited $139,698,676”