MID-Peninsula Palms II Inc.

“The corporate assistant controller completes the 990 questionnaire received from the tax accountants and assembles all supporting documentation. Then the controller reviews the questionnaires and supporting documentation. The controller will return the questionnaires to the corporate assistant controller with questions or comments. Once the questions and comments have been addressed, the questionnaires will be sent to the independent tax accountants. After the tax accountants complete the return, the cfo and controller will conduct a detail review of the return. The return is then sent to the president for review. The 990 then goes to the members of the audit committee for review and approval. The return is also sent to each board member for their review and comments prior to filing.”

“A conflict of interest disclosure questionnaire is submitted annually to the board of directors and key employees, who complete and return the forms disclosing any conditions of potential or actual conflict of interest. The disclosures are reviewed by the corporate counsel and the cfo. A summary of the disclosures is presented to the governance committee, which assesses if any conflict of interest actually exists. Any conditions which warrant elevation to the board of directors is done so on a case-by-case basis. As of the reporting date, there has been no reportable conditions of conflict of interest.”

“The vp of human resources prepares compensation information and independent survey data for review and discussion with the governance committee of the board of directors, and then again for the board executive session. The vp of human resources makes a recommendation to the governance committee based on the survey data (governance committee completes the president's annual performance evaluation before any compensation is discussed), and the committee take their recommendation forward to the board for approval. The only executive compensation reviewed and approved by the board is the president and cfo.”

“Governing documents are available upon requet.”

“The organization has no employees. Salaries and wages reported in part ix, functional expenses were reimbursements to property management company. The amount was listed to conform with the requirements of federal and/or state regulatory agency and/or lender on audited financial statements.”

“The process of overseeing the audit and selecting an independent accountant has not changed from the prior year.”