'Iolani School

“and trustees FORM 990, PART VI, SECTION A, LINE 2 DAVID HULIHEE AND JENAI WALL, MEMBERS OF THE BOARD OF GOVERNORS, HAVE A BUSINESS RELATIONSHIP. MARK MUGIISHI AND LISA SAKAMOTO, MEMBERS OF THE BOARD OF GOVERNORS, HAVE A BUSINESS RELATIONSHIP. REVIEW PROCESS FOR FORM 990 FORM 990, PART VI, SECTION B, LINE 11 The organizations chief financial officer and controller work closely with the external accounting firm it engages to prepare and review the form 990. In addition, the draft is reviewed and approved by the finance committee before it is forwarded to the full board of governors before it is filed with the IRS.”

“Form 990, Part VI, Section B, Line 12C The Chair & Executive Committee of the Board ARE 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 oF 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. ALL CONFLICTS OF INTEREST ARE: (1) fully disclosed to the Board or Chair; AND (2) the person with the conflict of interest is excluded from voting on ANY MATTERS INVOLVING THE CONFLICT.”

“FORM 990, PART VI, SECTION B, LINE 15A TO DETERMINE THE COMPENSATION OF THE HEAD OF SCHOOL - The Executive Committee (the Committee), comprised of active board members all of whom do not have conflicts-of-interest with each other or with the head of school, is tasked with reviewing the compensation package for the Head of School. - 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. - 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. - 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. - Should evaluation results be satisfactory, the Committee may APPROVE an adjustment in compensation and/or granting of benefits. - 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. - Upon completion of THE Head OF SCHOOL'S evaluation and compensation REVIEW, the Board Chair will issue to the CHIEF FINANCIAL OFFICER, written information pertaining to the head of school's compensation package, including the effective date and any conditions or future benefits granted. THE MOST RECENT COMPARABILITY STUDY DONE FOR DR. COTTRELL FOR THE 06/30/2016 FISCAL YEAR END WAS DONE IN MARCH 2016. 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 DURING THE 2013 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. NO COMPARABILITY STUDY WAS PERFORMED FOR FYE 6/30/2016; HOWEVER, COMPENSATION WAS DETERMINED BY A BOARD-APPROVED PERCENTAGE INCREASE. 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 descriptionS of key employeeS. 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 IX, LINE 9 Unrealized loss on INTEREST RATE SWAP 942,072 UNCOLLECTIBLE PLEDGES (135,102) ----------- TOTAL 810,970”