Queen Emma Land Company

“Description of classes of members or stockholders qel has a sole member, which is the queen's health systems, a hawaii nonprofit corporation ("qhs").”

“Description of classes of persons and the nature of their rights qhs elects all of the board members of the qel board of trustees.”

“Descr classes of persons, decisions requiring appr & type of voting rights certain major decisions approved by the qel board of trustees must also be approved by qhs. Such decisions include: 1. A change to the purpose of the company; 2. A financing transaction in excess of $500,000; 3. A lease transaction that has a term that is longer than 3 years or has a rent obligation in excess of $1,000,000 over the lease term; 4. A transaction involving the sale, lease, disposition or hypothecation of real property; 5. Annual operational and capital budgets; 6. Strategic plans; 7. Merger or major acquisitions; 8. Creation of a new entity or joint venture; 9. Sale or disposition of all or substantially all of its assets; 10. Dissolution; 11. Amendment of bylaws; 12. Adoption, amendment or recession of a board policy; 13. Capital expenditures in excess of $1,000,000 for qel.”

“Describe the process used by management &/or governing body to review 990 the form 990 for the queen's health system (qhs) and the separate forms for each of the not-for-profit subsidiaries of qhs were reviewed by the governing body of qhs prior to the filing of the returns. The qhs finance committee, which is comprised of members of the qhs board of trustees, was delegated the responsibility to review the returns prior to their filing. The returns were presented to the committee by management and by the independent public accounting firm that prepared the returns. In addition, compensation related disclosures in the returns were reviewed by the chairperson of the qhs compensation committee prior to the filing of the returns. Also, a copy of the qel return was made available to each of the members of the qel board of trustees prior to all of the returns being filed with the internal revenue service.”

“The conflict of interest, whistleblower and document retention policies have been approved by qhs on behalf of the qel board but have not been separately approved by the qel board. As such, lines 12, 13 and 14 have been checked 'no'.”

“Description of process to monitor transactions for conflicts of interest all qhs companies are subject to a written conflict of interest policy. All trustees, officers, designated employees and contractors are required to complete an annual disclosure form. The designated employees are those selected by executives in the organization who identify those employees (typically manager level or above) who may be in a position to select or influence the selection of a vendor. Disclosures are summarized and maintained by each company's corporate secretary. The contract management division and legal department have the conflict summaries and check for conflicts of interest at the beginning of the contract process. Any conflicts of interest involving a trustee is presented to the board of trustees. Any transaction involving a disqualified person is subject to the process of establishing a rebuttable presumption of reasonableness. Any trustee with a conflict of interest is excused for the portion of the meeting where the subject matter is discussed and voted on.”

“Although not compensated by queen emma land company, a related organization, the queen's health systems, goes through the following procedures for determining the ceo's compensation. A committee of the board of trustees called the compensation committee meets regularly to review the compensation of all companies within qhs. Qel's executive compensation is reviewed annually for its vice president. All decisions regarding executive compensation are made in conformity with the procedures required to establish a rebuttable presumption of reasonableness. Any adjustment to compensation is subject to the process of annual performance reviews and comparison to comparable compensation data prepared by a nationally recognized independent compensation consultant. The most recent review was conducted in september 2014. Outside counsel assists with the review process and documents the decisions of the committee.”

“Avail of gov docs, conflict of interest policy, & fin stmts to gen public qel's governing documents are available upon request. Qel does not make its conflict of interest policy or financial statements available to the public.”

“Other changes in net assets minimum pension liability (84,196) net asset transfer to affiliate (1,956) rounding 2 --------- total (86,150)”