Punahou School

“Relationships between officers, trustees, and key employees ann teranishi (trustee) and noelehua archambault (vp - institutional advancement) have a business relationship in a for-profit entity. John morgan (trustee) and emily reber porter (trustee) have a business relationship in a for-profit entity. Mark fukunaga (trustee) and constance lau (trustee) have a business relationship in a for-profit entity.”

“Review process for form 990 the board of trustees has delegated the review of the form 990 to the audit and compensation committee. The organization's assistant treasurer & controller works closely with the outside accounting firm it engages to review the return. The final draft of the form 990 is also reviewed by the vice president of finance & operations and treasurer prior to providing the draft to the audit and compensation committee. A final copy of the form 990 is provided to the full board prior to filing.”

“Conflict of interest policy 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 and compensation committee. Any actual or potential conflict of interest may also be raised by any other member of the board of trustees. 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. 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. After exercising due diligence, the board of trustees shall determine whether the school is able to obtain a more advantageous arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest or the appearance of a conflict of interest. If a more advantageous arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest or the appearance of a conflict of interest, the board of trustees shall determine by a majority vote of the disinterested trustees: that the arrangement is in the school's best interest, is fair and reasonable to the school, and whether to enter into the arrangement. The minutes of the board of trustees shall contain: (a) the names of the persons who disclosed or otherwise were found to have a conflict of interest and the nature of the conflict of interest. (b) the names of the persons who were present for the discussion and vote relating to the arrangement, the content of the discussion (including any action taken to determine whether the conflict of interest was in the school's best interest and any alternatives to the proposed arrangement), and a record of any votes taken in connection therewith. Each trustee, director, key employee, or officer shall annually fill out a conflict of interest statement. In it, they sign a statement which affirms that such person (i) has received a copy of the conflict of interest policy, (ii) has read and understands the policy, (iii) agrees to comply with the policy, and (iv) discloses any actual or potential conflict of interest (as defined in the conflict policy).”

“Compensation determination 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 the president. The president, consistent with the organization's philosophy and principles, and based on critical success factors presented by the president to the board and compensation committee, determines the merit increases for other officers and key employees. 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 includes 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. Compensation for the president and key executives are reviewed annually against comparative market salary data. Updates are discussed with and approved by the audit and compensation committee. In addition, the audit and compensation committee will periodically engage an independent compensation consultant to provide independent data and assist in analysis, with the most recent study completed in may 2024.”

“Information available to the public 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.”

“Loss on uncollectible pledges -279,198. Change in value of split interest 1,277,862. Change in post retirement benefits -261,201.”