Icahn Charter School 5

“The board of trustees of the school seeks to include a parent representative on the board who is a parent of an active school student and who is an officer of the school parents' association and designated by the association to represent it. This parent association board trustee member has voting rights.”

“The financial statements were audited by an independent accounting firm, which also reviewed the form 990 prior to its completion and filing. The form 990 is provided to the trustees upon completion of the independent audit and prior to filing of the form 990.”

“On an annual basis, the secretary of the organization sends the officers, directors, and key employees a conflict of interest disclosure questionnaire. After being filled out, the questionnaires are returned to the secretary, reviewed, and maintained in the organization's records for the relevant year. If the board or a committee has reasonable cause to believe that an interested person has failed to disclose an actual or possible conflict of interest, it will inform the interested person of the basis for such belief and afford him or her an opportunity to explain the alleged failure to disclose. If, after hearing the response and making such further investigation as may be warranted in the circumstances, the board determines that the interested person has in fact failed to disclose an actual or possible conflict of interest, it will take appropriate action which may include recommendation to the board for removal from the board or termination of employment, as well as reconsideration of whether the transaction or arrangement was in the best interests of and fair and reasonable to the school at the time it was undertaken. If it is determined that the transaction was not fair and reasonable to the school, the school in its discretion, may void the contract and/or require the interested person to restore the school to the financial position it would have been in if such person had been dealing under the highest fiduciary standing.”

“The compensation paid to top management officials, officers, and key employees is reasonable based on the duties and responsibilities of the positions, the time spent performing their duties, and their performance level. This is determined by conducting research of compensation for similar positions at similar types of schools. The compensation for top managenment officials, officers, and key employees is reviewed and approved by the board of directors annually and included in the minutes.”

“The school does not make its governing documents, conflict of interest policy, or audited financial statements available to the public. However, form 990 is available upon request.”

“ALL COMPENSATION LISTED IN COLUMNS D AND E FOR JEFFREY LITT, DANIEL GARCIA AND RICHARD SANTIAGO IS PAID AND W-2s ARE ISSUED OUT OF ICAHN CHARTER SCHOOL 1. THESE EMPLOYEES ALSO WORK FOR ICAHN CHARTER SCHOOLS 2-7 (RELATED ORGANIZATIONS). COMPENSATION IS ALLOCATED TO EACH OF THESE SCHOOLS AND ICAHN CHARTER SCHOOL 1 IS REIMBURSED ACCORDINGLY.”