Helios Education Foundation

“VINCENT ROIG AND JANE ROIG - Family relationship”

“The foundation's senior staff and board of directors (all voting members of the governing body) review and approve the form 990 prior to its filing with the internal revenue service. There are several review and due diligence steps that occur prior to the board receiving the completed form 990 for its consideration. The foundation's form 990 is prepared, reviewed and approved in the following manner: 1) the foundation's form 990 is prepared by a certified public accounting firm in conjunction with the foundation's chief financial officer after completion of the annual audited financial statements. The form 990 is then shared with independent tax counsel for further review and comment. 2) upon completion of the review by independent tax counsel, the chief financial officer reviews the form 990 and related schedules with senior staff. 3) following the review and concurrence by senior staff, the form 990 is reviewed with the foundation's audit committee. The audit committee is a regular standing committee of the board of directors, and it is charged with reviewing the form 990. A full copy of the form 990 and related schedules is provided to all members of the audit committee as well as all members of the board of directors (all voting members of the governing body) in advance of the review meeting in order to give the audit committee members and board members ample time for review. Once the audit committee is satisfied with the form 990 review, it approves the form 990 and recommends it to the full board of directors for approval and filing. 4) following approval and recommendation by the audit committee, the board of directors takes action on the form 990. The chair of the audit committee provides the board of directors with an overview of the form 990 review conducted by the audit committee and recommends approval by the entire board of directors. If required, the board of directors may further review the form 990 and engage in additional discussions. Once the board of directors is satisfied with the form 990, it votes on approval and acceptance. Once approved, senior staff is directed to file the form 990 with the internal revenue service.”

“The foundation has created a comprehensive conflict of interest policy for the entire organization. The conflict of interest policy is monitored and enforced at two distinct levels or tiers within the foundation. These tiers are: - board members and officers - interested persons - foundation staff - non-interested persons the primary distinguishing factor between the tiers is whether the person is considered an "interested person." an interested person is defined as any individual, related party, or entity in a position to exercise control or influence over the foundation, including, without limitation, directors, officers and members of a committee with board delegated powers, who have a direct or indirect financial or beneficial interest in a transaction with the foundation. Board members and officers - interested person: every employee, officer and board member receives a copy of the foundation's conflict of interest policy. The policy is available and incorporated into the foundation's employee handbook. The policy is reviewed and shared with all employees (including officers) every january. Additionally, the board of directors discuss and review the policy annually. - monitoring. The foundation, in conjunction with its tax advisor (a national cpa firm), has developed and customized a comprehensive conflict of interest and related party transaction questionnaire. This questionnaire addresses and aligns with the key governance and policy questions asked in the form 990. The questionnaire is reviewed and updated annually. All foundation officers and board members are required to answer the questionnaire on an annual cycle commencing in january. Additionally, each officer and board member upon completion signs an acknowledgement of duties, conflict of interest policy and confidentiality statement. Key elements of our conflict of interest policy and best practices of the foundation include the following protocols: - duty to disclose. An interested person must disclose any actual or potential conflict of interest to the board and/or member of pertinent committees of the board that are considering the proposed transaction or arrangement. - determining whether a conflict of interest exists. A determination of whether the conflict exists is made by the board or relevant committee of the board. - procedures for addressing the conflict of interest: * in the case of an actual conflict of interest, an interested person may make a presentation at the board or committee of the board concerning the transaction, but may not participate in any deliberation or vote or future meetings during the discussion of, deliberations about, and the vote on, the transaction or arrangement that results in the conflict of interest. * if appropriate, a disinterested person or committee may be appointed to investigate alternatives to the proposed transaction. If a more advantageous transaction is not necessarily attainable under circumstances that would not give rise to a conflict of interest, the board or committee may determine whether the transaction or arrangement is in the foundation's best interest. * the interested person shall not influence or attempt to influence the decisions of the board or committee considering the transaction. - violations of the conflict of interest policy. If the board or committee has reasonable cause to believe that an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If the board or committee determines that the interested person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Foundation staff - non-interested person: on an annual basis and as part of new hire orientation all foundation staff (including officers) are made aware of and briefed on”

“Compensation for the following positions is reviewed and approved by the board of directors annually. Chairman of the board president and chief executive officer executive vice president and chief operating officer senior vice president and chief financial officer the most recent formal compensation study was conducted by an independent outside consulting firm in 2021. - the process for determining senior staff compensation commences with an annual performance review for each position. - salary ranges for each position are determined by the foundation's participation and review of multiple salary surveys for comparable compensation for similarly qualified individuals in functionally comparable positions at similarly situated like-kind organizations. - the board reviews performance, the salary surveys, and any other comparability data. Any recommended adjustment is discussed and approved by the board of directors. - contemporaneous documentation and recordkeeping with respect to the discussion and decisions regarding the compensation arrangement are reflected in the board minutes.”

“See Line 15a disclosure”

“The following foundation documents are not required to be made available to the general public. - governing documents - financial statements - conflict of interest policy certain documents and financial information may be found through other sources such as the arizona corporation commission or guidestar.”