Monterey Peninsula Foundation

“Line 2 explanation - the following officers/directors have a business relationship with another officer/director: clint eastwood; william perocchi; heidi ueberroth; and peter ueberroth. The following officers/directors have a family relationship with another officer/director: heidi ueberroth and peter ueberroth.”

“Pebble beach company and at&t, the pebble beach company and at&t shall each have the right to name one director ("the designated directors") to serve on the board.”

“There are no committees with authority to act on behalf of the board.”

“The board of directors may, by a majority vote of directors then in office, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an executive committee and delegate to such committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to: (a) the filling of vacancies on the board or on any committee which has the authority of the board; or (b) the fixing of compensation of the directors for serving on the board or on any committee; or (c) the amendment or repeal of bylaws or the adoption of new bylaws; or (d) the amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable; or (e) the appointment of committees of the board or the members thereof; or (f) the expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected; or (g) the approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in section 5233(d)(3) of the california nonprofit public benefit corporation law.”

“The 990 draft is reviewed internally by management, which included steve john, ceo and jeanne kleinsorg, director of finance. The 990 is also reviewed by board of director member and audit committee chair, murray demo. The 990 is distributed to the entire board for review and comment. Once all comments and questions are addressed by the tax preparer the return is filed.”

“Duty to disclose each employee who is not an insider person shall disclose to foundation's president all material facts regarding his or her interest (including relevant affiliations) in any transaction being considered by foundation (other than his or her own compensation as an employee). The employee shall make that disclosure promptly upon learning of the proposed transaction. If there is a question as to whether the employee is an insider person, the president shall present this issue to the board of directors, and the board shall resolve the matter. Each insider person shall disclose to the board, or to the executive committee or other board committee empowered to approve a specific transaction or type of transaction ("committee"), all material facts regarding his, her, or its interest (including relevant affiliations) in the transaction. The insider person shall make that disclosure promptly upon learning of the proposed transaction. Insiders shall make disclosures on behalf of insider persons related to them unless the related insider person does so. (committee powers and procedures depend on state corporate law and the authority properly delegated to the committee by the board. Committee actions taken under this policy must also comply with such law and authority.) determining whether a conflict of interest exists with regard to an employee who is not an insider person, the president shall determine whether a conflict of interest exists. With regard to an insider person, the board or committee shall determine if a conflict of interest exists. The insider(s) and any other insider person(s) involved with the transaction shall not be present during the board or committee's discussion or determination of whether a conflict of interest exists. Procedures for addressing a conflict of interest once a conflict of interest has been found: with regard to an employee who is not an insider person, the president shall ascertain that all material facts regarding the transaction and the employee's conflict of interest have been disclosed, and decide the appropriate response by foundation, taking into consideration the seriousness of the conflict. With regard to an insider person, the board or committee shall follow the procedures set forth in article iv in order to decide what measures are needed to protect foundation's interests in light of the nature and seriousness of the conflict, to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are appropriate. In the case of an insider who is a director, the director shall not vote on any transaction in which the director has an interest, and the remaining board or committee members shall decide the matter. Review by the board or committee the board or committee may ask questions of and receive presentation(s) from the insider(s) and any other insider person(s), but shall deliberate and vote on the transaction in their absence. The board or committee shall ascertain that all material facts regarding the transaction and the insider person's conflict of interest have been disclosed to the board or committee, and shall compile appropriate data to ascertain whether the proposed transaction is fair and reasonable to foundation. After exercising due diligence, which may include investigating alternatives that present no conflict, the board or committee shall determine whether the transaction is in foundation's best interest, for its own benefit, and whether it is fair and reasonable to foundation. If the transaction involves a director, the board or committee shall also determine that the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. If the transaction involves a director with a material financial interest, the transaction may then be approved by a vote of the majority of the directors then in office, not including any interested directors. If it is not reasonably practical to”

“The executive committee, consisting of three board members, is the independent body making the decision for the compensation of the organization's ceo and other top management officials. The executive committee reviews the compensation of what other comparable exempt organizations pay their top management officials as well as as look at data points nationally to determine the right compensation for monterey peninsula foundation's top management officials. When needing to hire a new top managment official, the executive committee does additional research and compensation reviews to ensure they are hiring the new individual at a competitive starting salary. Annual cost of living increases and bonuses are determined based on what the executive committee determines is comparable to the national market or what other comparable exempt organizations are paying their top management officials. Documentation of final decisions is available and compensation is reviewed annually.”

“AVAILABLE UPON REQUEST.”

“The process for oversight and selection of an independent accountant has not changed from the prior year.”