Mp Santa Clara Inc.

“The corporate accounting manager completes the 990 questionnaire and pulls all supporting documentation. Then the director of accounting reviews the questionnaires and supporting documentation. The director of accounting returns the questionnaire to the accounting manager with questions or comments. The questionnaire is then sent to the tax professionals for their preparation of the tax returns. The draft 990 tax return goes through the review of the corporate accounting manager, director of accounting and cfo. The final draft 990 tax return is furnished to the president and subsequently to the audit committee for their review and approval. Upon the audit committee's approval, a complete copy of the form 990 is delivered to all members of the board of directors before filing the form.”

“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 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.”

“The documents are available to public upon request.”

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