Hawaii Visitors and Convention Bureau

“FORM 990, PART VI, SECTION A, LINE 2 JOHN MORGAN AND MADAN TALWAR SHARE A BUSINESS RELATIONSHIP. ORGANIZATION HAS MEMBERS OR STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 6 HVCB is a member organization with 1,267 members. Members are businesses in the State of Hawaii that are associated with the Hawaii tourism industry, benefit from it, or want to support it. HVCB has one class of members, all with the same benefits and rights. Active members are eligible for nomination to serve on the HVCB Board of Directors.”

“Form 990, part vi, section a, line 11a a draft of the form 990 is reviewed by the senior vp, coo prior to filing. The form 990 is not reviewed by the board prior to filing but will be discussed at a board or committee meeting subsequent to the filing date. Conflict of interest policy form 990, part vi, section b, line 12a hcvb has a conflict of interest policy that is signed annually by all employees, officers, and the board of directors. All policies are reviewed by the director of human resources to determine if any conflicts of interest exist. All potential conflicts of interest are then reviewed by the president, who determines what appropriate action, if any, needs to be taken. Officers, directors and key employees who have a conflict inform the board and recuse themselves from the deliberation and decision making processes.”

“Form 990, part vi, section b, line 15a & 15b hvcb has a compensation committee, comprised solely of independent members including an independent compensation expert that approves the compensation of the hvcb president & ceo. The independent compensation expert is provided by the hawaii employers council, a non-profit organization that provides advice to employers on compensation and labor matters, as well as comparability data and wage surveys. The compensation committee met to review the salary of hvcb's president & ceo in april 2019. The compensation committee consists of the independent compensation expert, and two current board members. Comparability data, including similarly qualified persons in functionally comparable positions at similarly situated organizations, is used in determining reasonable compensation. The committee's written records include the (1) terms of the arrangement with the president (including the date the arrangement was approved); (2) a list of members present during the debate on the transaction (and how the members voted when it was approved); (3) a description of the comparable data relied upon by the committee; and (4) any actions taken with respect to consideration of the transaction by members of the committee who had a conflict of interest with respect to the transaction. Deliberations and decisions of the compensation committee are documented by the minutes which are approved at the next committee meeting. An evaluation of the compensation for other officers & key employees was undertaken in april 2019. The hvcb ceo and hvcb hr director reviews and approves compensation of the other hvcb officers and key hvcb employees.”

“FORM 990, PART VI, SECTION C, LINE 19 While federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection, the organization makes its financial statements available upon request.”