Mercy Ships International

“Except as specifically provided below, the Executive Committee shall have the full authority and power on behalf of the Board of Directors to transact business and oversee the management, administration, and operations of the Corporation between meetings of the Board of Directors, and shall have such additional powers as shall, from time to time, be vested in it by the Board of Directors. In no event shall the Executive Committee have authority or power to: -approve or otherwise effect any merger, dissolution, or the sale of all (or substantially all) of the assets of the Corporation, including the sale or transfer of any stock held by the Corporation in any entity that owns a ship involved in the Corporation's charitable mission; -authorize any change to the Corporation's governing documents -take any action specifically denied it by resolution of the Board of Directors; or, -take any action that the Executive Committee is prohibited from taking under state or federal law.”

“President and Director Don Stephens has a family relationship with Director Deyon Stephens.”

“The organization's Form 990 was prepared by an independent CPA firm and reviewed by the Chief Financial Officer. The 990 was then provided electronically to all members of the board for their review and comment. Board members were then given at least one week to review the Form 990 and send comments to the Chief Financial Officer. After all comments and questions were addressed, the 990 was filed with the IRS.”

“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 International.”

“Mercy Ships International 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.”

“Mercy Ships International makes its governing documents, conflict of interest policy, and financial statements available for public inspection at the International Operations Center during regular business hours. Documents are also made available upon written request.”

“The audit committee of the board of directors is responsible for overseeing the audit and selecting the independent accounting firm. This process has not changed from the previous year.”