MID-Peninsula Palms II Inc.

“The accounting manager completes the 990 questionnaire and accumulates all supporting documentation. Then the assistant controller reviews the questionnaire and supporting documentation. The assistant controller returns the questionnaire to the accounting manager with questions or comments. Once the changes are made and comments have been addressed, the questionnaire is sent to the tax professionals for thier preparation of the tax returns. The draft 900 tax return goes through the review of midpen management. Upon the chief financial officer's approval, the tax return is filed with the internal revenue service.”

“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 on a case-by-case basis. As of the reporting date, there has been no reportable condition 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 request.”

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