Phoenix Islands Protected Area

“A copy of form 990 was provided to the organization's governing body before it was filed.”

“The conflict of interest policy for the pipa trust was reviewed and adopted by a resolution of the board of directors of the pipa trust on march 17, 2010. The purpose of this conflicts of interest policy (the "policy") is to protect the interests of the phoenix islands protected area conservation trust (the "trust") when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the trust. This policy is intended to supplement but not replace any kiribati laws governing conflicts of interest applicable to nonprofit and charitable corporations. Whenever there is a reasonably foreseeable possibility that any director or, member of such director's immediate family, may benefit or suffer loss financially from any decision to be made by the board on any matter (a "director interest"), the director must disclose the material facts as to interest, to the board. If the board determines, excluding the vote of the disclosing director for the purposes of such determination, that such director interest constitutes a conflict of interest or conflict with the objectives of the trust (each a "conflict of interest"), the disclosing director must abstain from any vote related to such matter. Section 18(2) of the act sets forth the procedures used to address a conflict of interest or conflict with the objectives of the trust involving a director. The same procedures shall be used by the board to address a conflict of interest or conflict with the objectives of the trust involving an officer. In addition, the following steps shall be taken by the board to address any conflict of interest or conflict with the objectives of the trust involving any director or officer: a. The chairman of the board or the committee shall, if appropriate, appoint a. Disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. B. After exercising due diligence, the board or committee shall determine whether the trust can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest or conflict with the objectives of the trust. C. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest or conflict with the objectives of the trust, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the trust's best interest, for its own benefit, and whether it is fair and reasonable. The board or committee's deliberations should include an analysis of comparable transactions or arrangements. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. Each director and officer shall annually sign a statement which 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, and d. Understands that the trust is charitable and must engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“The pipa trust executed an employment contract with ms. Lily brechtefeld kumkee as its executive director effective september 1, 2020. The terms of her employment contract were negotiated at arm's length and with the assistance of legal counsel between ms. Kumkee, ambassador tito, chair of the trust, and anthony brown, treasurer of the trust. To ensure the trust paid no more than fair market value for ms. Kumkee's services, ms. Kumkee's salary was established in advance of her employment after an inquiry into range of reasonable pay scales for chief executive officers in kiribati and in the pacific island region and was based on the demands of the position to develop annual operating revenues and manage the pipa trust's capital accounts which are expected to exceed $10 million when fully capitalized. To ensure that the trust operates in a manner consistent with its charitable purposes, periodic reviews of ms. Kumkee's compensation will be conducted by the board. The board will review, at a minimum, whether compensation arrangements and benefits are reasonable, based on available survey information and the result of arm's-length bargaining. Ms. Kumkee's salary is based on experience, value, and the salary set for the prior executive director.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Per the attached trust document, the government of the republic of kiribati has elected to terminate the phoenix islands protected area conservation trust. Consistent with section 30 of the phoenix islands protected area conservation trust, the government has submitted a proposed bill to the trust entitled, "the phoenix islands protected areas conservation trust repeal act 2022." the government introduced the bill for passage at the august 2022 session of the maneaba ni maungatabu and the bill has been enacted and assented to by the beritenti. The effect of the legislation is to repeal and terminate the trust in its entirely. It is underway in the first quarter of 2023. The trust will act to dissolve its corpus as provided by section 29 of the original act. Section 29 of the attached trust document makes provision for the possible dissolution of the trust. Under certain circumstances, the board's request that the trust be dissolved may be conveyed to the maneaba ni maungatabu. Dissolution will require the passage of new legislation. Should the trust be dissolved, the assets of the trust must be paid out in the order of priority provided for in section 29(3). This provision is essential in order to preserve the charitable status of the trust prior to dissolution. The board may make a request, through the minister, to the maneaba ni maungatabu that the trust be dissolved- (a) in the event of bankruptcy of the trust; (b) if its tax exempt status is revoked; (c) if it has become impracticable to achieve the objectives of the trust; or (d) upon a special majority vote of the board. In the event of dissolution of the trust, the assets of the trust shall be distributed in the following order of priority- (a) first, to pay all liabilities of the trust; (b) second, to return to the government any contributions to the revenues of the trust made under section 22(l)(c); and ( c) third, in the discretion of the board, to one or more organizations having charitable purposes similar to those of the trust; provided that all assets of the trust will be used exclusively for charitable, educational or scientific purposes. The trust is organised exclusively for charitable, educational and scientific purposes for the benefit of the public of republic of kiribati.”

“Foreign currency translation difference -350,988. Distribution to republic of kiribati -2,461,841. Distribution to conservation international foundation -2,401,471.”

“The process has not changed from the prior year.”