Punahou School

“FORM 990, PART III, LINE 4D Athletics - Punahou School has been a member of the ILH (Interscholastic League of Honolulu) since 1909 and fields over 115 competitive teams. Students interested in participating on an athletic team can try out for one of 23 different sports beginning in the 7th grade. Student Activities - For many students, Punahou becomes more than just a school; it serves as a community, a neighborhood, a place which provides a large part of their total environment. Thus, the student activities are varied and offer the students opportunities to get involved in special interest clubs, May Day/Holoku Pageant and curriculum-related travel by athletic teams, speech/debate and musical groups. Theatre Programs - Theatre has a long history at Punahou. Informal classroom activities growing out of a class studies initiate play-acting in early grades. More structured stage experiences are offered in the Grades 5 and 7 Keaka Punahou Clubs and Thurston Memorial Chapel performances. Theatre opportunities in the Drama Workshop classroom or on the Dillingham stage are offered each semester for seventh and eighth graders. Academy students have the opportunity to perform in a play each semester, or to direct or act in student-initiated productions in the Drama Workshop. Formal Theatre courses are offered in Technical Theatre, Acting and Musical Theatre in the Academy.”

“FORM 990, PART VI, SECTION B, LINE 11 The Board of Trustees has delegated the review of the Form 990 to the Audit Committee. The organization's Assistant Treasurer & Controller works closely with the outside accounting firm it engages to review the return; and the final draft of Form 990 is also reviewed by the Vice President of Finance and Administration prior to providing the draft to the Audit Committee. Subsequent to its review, the Audit Committee reports back to the Board regarding its oversight of the Form 990 and a complete copy of the Form 990 & Form 990-T is provided to the entire voting Board before the return is filed.”

“FORM 990, PART VI, SECTION B, LINE 12C This Conflict of Interest Policy was duly adopted by the Board of Trustees of Punahou School, a Hawaii nonprofit corporation (the School), on June 12, 2007. 1. Purpose. The Board of Trustees recognizes that the Trustees, Directors, KEY EMPLOYEES, and Officers are active participants in the communities in which they live. As such, these people may serve in many capacities with businesses, organizations, agencies and programs that may intersect with the interests of the School. While such roles may give rise to a dual interest which is beneficial to all parties, the Trustees, Directors, KEY EMPLOYEES, and Officers, must be sensitive to instances that may be perceived to present a conflict between the best interests of the School and their individual interests. Accordingly, the purpose of this Conflict of Interest Policy is to protect the interest of the School, and to assist the Trustees, Directors, KEY EMPLOYEES, and Officers in carrying out their fiduciary obligations, when the Trustees, Directors, KEY EMPLOYEES, and Officers are contemplating any arrangement that may benefit the private interest of a trustee, director, KEY EMPLOYEE, OR officer of the School. This policy is intended to supplement but not replace any applicable laws of the State of Hawaii governing conflicts of interest. 2. Definitions. Arrangement shall mean any issue, matter, contract, agreement, transaction or other arrangement with the School or in which the School has an interest. Conflict of Interest shall mean any action or proposed action by a Trustee, director, KEY EMPLOYEE, or officer with respect to an Arrangement with or involving: (i) such Trustee, Director, KEY EMPLOYEE, or Officer (ii) the spouse of such person, or (iii) a Related Entity of such person. An Arrangement in which no action is taken or proposed to be taken by a Trustee, Director, KEY EMPLOYEE, or Officer (i.e., transactions which are not brought before the Board of Trustees or officers for approval) shall not constitute a Conflict of Interest. Interested Person shall mean any Trustee, Director, KEY EMPLOYEE, or Officer, having a Conflict of Interest. Related Entity shall mean any organization in which a Trustee, Director, KEY EMPLOYEE, or Officer, or the spouse of such Trustee, Director, KEY EMPLOYEE, or Officer, directly or indirectly (i) owns or controls a majority of the voting power or beneficial interests, or (ii) is an officer, director, trustee, KEY EMPLOYEE, partner or otherwise serves in a fiduciary capacity. 3. Conflict of Interest Procedures. (a) Duty to Disclose. An Interested Person shall promptly disclose to the Board of Trustees the existence of a Conflict of Interest known to the Interested Person and all material facts relating to the Conflict of Interest. Trustees, Directors, KEY EMPLOYEES, and Officers are encouraged to disclose any Arrangements which may not constitute an actual Conflict of Interest, but which give rise to the appearance of a Conflict of Interest. The conflict of interest policy will be monitored by the audit committee. Any actual or potential Conflict of Interest may also be raised by any other member of the Board of Trustees. (b) Procedures for Addressing the Conflict of Interest. (i) An Interested Person may make a presentation to the Board of Trustees, but after such presentation, the Interested Person shall recuse themselves from the meeting during the discussion of, and the vote on, the Arrangement involving the Conflict of Interest or the appearance of a Conflict of Interest. (ii) The chairperson of the Board of Trustees shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed Arrangement. The Board of Trustees shall endeavor, to the extent reasonably practical, to comply with the "rebuttable presumption of reasonableness" set forth in Internal Revenue Service Treasury Regulation 53.4958-6 when evaluating any proposed Arrangement. (iii) After exerci”

“FORM 990, PART VI, SECTION B, LINE 15A & 15B The Board appoints a Compensation Committee, comprised solely of independent trustees, none of which have a conflict of interest with respect to the compensation arrangement, to be accountable for setting reasonable compensation for each officer or key employee. The President, consistent with the organization's philosophy and principles, and based on performance goals established for the President by the Board and Compensation Committee, develops annual performance goals and criteria to be used by the Compensation Committee in determining merit increases for other officers and key employees. The President acts solely as an advisor in this process, and does not determine, or have a vote with regards to officer or key employee salaries. Appropriate comparability data is obtained from independent experts, i.e., total economic benefits paid by similarly situated organizations (both taxable and tax-exempt) for similar job responsibilities. The Committee's written record include the (1) terms of the arrangement with the President and/or officers and key employees (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 on 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. Key deliberations of the Committee are also documented in minutes which are approved at the next Committee meeting. A benchmark review was prepared in August 2014. The Ad Hoc Committee on Executive Compensation reviewed and approved the benchmarks on 10/20/2014. Their recommendation was approved in the Board Executive Committee Meeting on 12/09/2014.”

“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.”

“Form 990, part xi, line 9 other changes are as follows: change in value of split-int agr: (1,713,052) fmv adjustment - investments : (70,314) adoption of provisions of sfas 158: 473,494 ------------ total (1,309,872)”

“Form 990, part vi, section a, line 2 constance lau, a member of the board of trustees, jeffrey watanabe, a member of the board of trustees, and james scott, president, have a business relationship in a for-profit entity.”