Pacific Oaks Education Corporation

“TCS Education System ("TCS ES") is the sole corporate member of Pacific Oaks Education Corporation ("POEC").”

“The Member has the authority to consent to the election of persons to membership on the Board of Trustees, this shall include any elections of persons to Trustees Emeriti status and shall apply to any removal of a member of the Board.”

“The powers and authority of the Member shall be limited to the following: i.The authority of the Member to consent to the election of persons to membership on the Board of Trustees, this shall include any elections of persons to Trustees Emeriti status and shall apply to any removal of a member of the Board. ii.The authority of the Member to consent to a change in the Mission or Purpose of the Corporation. iii.The authority of the Member to consent to a change in the legal entity or tax structure of the Corporation. iv.The authority of the Member to consent to Amendments to the Articles of Incorporation or Bylaws. In addition to the power and authority reserved to the Member in the Articles of Incorporation, the Member shall have the full and exclusive authority to take any action reserved, or granted to it in these Bylaws or applicable law.”

“The IRS Form 990 is prepared by an independent accounting firm (RSM US LLP) along with the advice of management and attorneys of the organization. The Form 990 is made available to the Governing Board prior to filing with the IRS.”

“An Interested Person must annually disclose the existence of the facts and circumstances of any conflict of interest to either 1) the Board members and members of Board committees or 2) the Director of Human Resources or the Corporate Risk and Compliance Committee "CRCC" with respect to any action or proposed action that gives rise to the conflict of interest. Pending review and resolution by the Board or the Governance Committee or Human Resources or CRCC, the Interested Person shall be excluded from any deliberations or action concerning conflicts of the matter that gives rise to the conflict of interest. Each Board member, corporate officer, Board committe members and key employee shall annually sign a statement that affirms that such person a) has received a copy of the conflict of interest policy, b) has read and understands the policy, c) has agreed to comply with the policy, d) understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.”

“The related organization, TCS Education System, has established an Executive Committee who reviews and approves the compensation of all executives of the Corporation to determine that it is just and reasonable. The Executive Committee shall conduct or cause to be conducted an analysis of the compensation to be paid to the executive as compared to other executives in similar positions with similar organizations. The Executive Committee engages an outside independent compensation consultant to benchmark salaries and benefits. Salaries are reviewed and approved by the Board's executive committee with the assistance of a benefits consulting form (Aon Hewitt Associates) that provides recommendations based on comparative data with other organizations. The Board documents the basis for all compensation determination in the records of the Board.”

“The financial information as well as governance documents, which include the conflict of interest policy, are not made available to the public.”