'Iolani School

“FORM 990, PART VI, SECTION B, LINE 11 The organization's Chief Financial Officer works closely with the outside accounting firm it engages to review the return; and the final draft of the Form 990 is also reviewed by the Controller prior to providing the final draft to the Board of Governors for their review. In addition to consulting with the Controller and Chief Financial Officer, the finance committee of the Board of Governors votes to approve the Form 990 before it is filed.”

“The Chair & Executive Committee of the Board is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the Conflicts of Interest Policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e., board members, officers and key employees). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the Conflicts or Interest Policy; (2) has read the Policy and understands said Policy; and (3) agrees to comply with all requirements of the Policy, including completing the conflicts of interest questionnaire. The procedures for addressing any conflict of interest includes, but is not limited to, the following: (1) the conflicting interest is fully disclosed to the Board or Chair; (2) the person with the conflict of interest is excluded from voting on such transaction; (3) any person with conflicting issues is referred to the Secretary and told that he/she has 7 days to comply and shall not be allowed to attend or vote until compliance is met; and (4) no employee except the head of the school may serve on the board unless approved by a majority of disinterested persons.”

“FORM 990, PART VI, SECTION B, LINE 15A In 2013, the Board of Governors unanimously voted to appoint Dr. Timothy Cottrell as the school's next Head of School. The appointment became effective in 2013 when Dr. Cottrell assumed his new role. Dr. Cottrell's appointment followed a thorough evaluation process led by a Search Committee comprised of several members of the Board of Governors. During the search process, the Board Chair and the Search Committee, all of whom do not have a conflict of interest with respect to the compensation agreement, established Dr. Cottrell's compensation package based on numerous factors, including comparable market data, the duties and responsibilities of the position, and Dr. Cottrell's background and experience. For guidance, the Board Chair and the Search Committee considered comparable compensation survey results conducted by NAIS, Guidestar, and other sources of compensation information relevant and comparable to other Heads of School at peer institutions. THE MOST RECENT COMPARABILITY STUDY DONE FOR DR. COTTRELL FOR THE 06/30/2014 FISCAL YEAR END WAS DONE IN APRIL 2013. TO DETERMINE THE COMPENSATION OF THE HEAD OF SCHOOL 1. Board Chair will appoint a committee to evaluate the HEAD OF SCHOOL (Committee). The Committee is comprised of active board members all of whom do not have conflicts-of-interest with each other or with the Head OF SCHOOL. 2. Head of School performance review IS conducted no less than annually. Results of the evaluation ARE reported to the Board by the Chair of the Committee in closed session with separate minutes taken. 3. Evaluation as to the Head OF SCHOOL's annual performance includeS a review of the Head OF SCHOOL'S job description as contained in the bylaws adopted by the Board of Governors. 4. In addition to the duties as described in the Bylaws, the Committee CONSIDERS performance objectives set forth by the Board Chair in conjunction with the Head OF SCHOOL. 5. Should evaluation results be satisfactory, the Committee may recommend an adjustment in compensation and/or granting of benefits to the Executive Committee. As guidance, the Executive Committee will consider comparable compensation survey results conducted by NAIS, Guidestar, or any other source of compensation information relevant and comparable to Head of School compensation. 6. Upon completion of THE Head OF SCHOOL'S evaluation and compensation decision, the Board Chair will issue to the CHIEF FINANCIAL OFFICER, written information pertaining to compensation effective date, with any conditions or future benefits granted. THE EXECUTIVE COMMITTEE ADEQUATELY AND TIMELY DOCUMENTS THE BASIS FOR ITS DECISION IN ITS COMMITTEE MINUTES WHICH DESCRIBE 1) THE TERMS OF THE COMPENSATION PACKAGE AND DATE OF APPROVAL; 2) COMMITTEE MEMBERS PRESENT AT MEETING AND HOW THEY VOTED; 3) THE SOURCE AND SUBSTANCE OF DATA RELIED ON AND WHY IT IS COMPARABLE; 4) ANY DISCLOSURES OF CONFLICTS-OF-INTEREST; AND 5) THE REASONS IF THE APPROVED COMPENSATION IS BELOW OR ABOVE COMPARABLES.”

“FORM 990, PART VI, SECTION B, LINE 15B CHIEF FINANCIAL OFFICER THE BOARD OF GOVERNORS UNANIMOUSLY VOTED TO APPOINT REID GUSHIKEN AS THE SCHOOL'S NEXT CHIEF FINANCIAL OFFICER. THE APPOINTMENT BECAME EFFECTIVE IN AUGUST 2013 WHEN REID GUSHIKEN ASSUMED HIS NEW ROLE. REID GUSHIKEN'S APPOINTMENT FOLLOWED A THOROUGH EVALUATION PROCESS LED BY A SEARCH COMMITTEE COMPRISED OF SEVERAL MEMBERS OF THE BOARD OF GOVERNORS. DURING THE SEARCH PROCESS, THE BOARD CHAIR AND THE SEARCH COMMITTEE, ALL OF WHOM DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION AGREEMENT, ESTABLISHED THE CHIEF FINANCIAL OFFICER'S COMPENSATION PACKAGE BASED ON NUMEROUS FACTORS, INCLUDING COMPARABLE MARKET DATA, THE DUTIES AND RESPONSIBILITIES OF THE POSITION, AND REID GUSHIKEN'S BACKGROUND AND EXPERIENCE. FOR GUIDANCE, THE BOARD CHAIR AND THE SEARCH COMMITTEE CONSIDERED COMPARABLE COMPENSATION SURVEY RESULTS CONDUCTED BY NAIS, GUIDESTAR, AND OTHER SOURCES OF COMPENSATION INFORMATION RELEVANT AND COMPARABLE TO OTHER CHIEF FINANCIAL OFFICERS AT PEER INSTITUTIONS. ADVISORS THE COMMITTEE DETERMINED THE SALARIES FOR THE ADVISOR TO THE HEAD OF SCHOOL AND ADVISOR TO THE CHIEF FINANCIAL OFFICER UNDER CIRCUMSTANCES THAT MEET THE REBUTTABLE PRESUMPTION OF REASONABLENESS. THE SALAIRES WERE: 1. DETERMINED AND APPROVED BY THE SEARCH/TRANSITION COMMITTTEE COMPRISED OF BOARD MEMBERS WHO DO NOT HAVE A CONFLICT OF INTEREST 2. MADE USING COMPARABLE MARKET DATA 3. ADEQUATELY DOCUMENTED BY THE AUTHORIZED BODY FOR THE BASIS OF ITS DETERMINATION OTHER KEY EMPLOYEES Initial recommended compensation of key employees will be included in the budget parameters set by the Chief Financial Officer who then submits it to the Head of School for consideration. Recommended compensation of key employees is validated by the head of School based on their job performance and comparable compensation information provided by NAIS, Guidestar, or any other source of compensation information relevant and comparable to the duties or job description of key employee. The reason for any key employee compensation which is not comparable or provides excess benefitS will be reported to the Board Chair. The budget presented to the Finance Committee and subsequently to the Board will include the key employee compensation determined by the Head of School and Chief Financial Officer whose conflicts-of-interest, if any, are disclosed to the Board. Any key employee compensation which is not within comparable parameters, or provides for excess benefitS, will be disclosed to the Board during the budget approval process.”

“FORM 990, PART VI, SECTION C, LINE 19 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.”

“Form 990, part vi, section a, line 2 dudley s.j. Seto, a member of the board of governors, and glenn ching, an officer of 'iolani school, have a family relationship. Donald horner, david hulihee, and jenai wall have a business relationship. All are members of the board of governors. Mark mugiishi and lisa sakamoto, members of the board of governors, have a business relationship.”