Queen Emma Land Company

“Qel has a sole member, which is the queen's health systems, a hawaii nonprofit corporation ("qhs").”

“Qhs elects all of the board members of the qel board of trustees.”

“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 rescission of a board policy; 13. Capital expenditures in excess of $1,000,000 for qel.”

“The form 990 for the queen's health systems (qhs) and the separate forms for each of the not-for-profit subsidiaries of qhs were reviewed by the governing body prior to the filing of the tax return. The qhs enterprise risk management and cybersecurity 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 reviewed the returns. In addition, compensation related disclosures in the returns were reviewed by the chairperson of the compensation committee prior to filing 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 the returns being filed with the internal revenue service.”

“Qel's governing documents are available upon request. Qel does not make the conflict of interest policy that it follows available to the public.”

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

“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 and 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 contracts management department and legal department have the conflict of interest summaries and check for conflicts of interest at the beginning of the contract process. Any conflict of interest involving a trustee is presented to the board of trustees. Any conflict of interest 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 executive compensation. A committee of the board of trustees called the compensation committee meets regularly to review the compensation of all executives (vice president and above) of all companies within qhs. 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 took place in october 2024. Outside counsel assists with the review process and documents the decisions of the committee.”

“Minimum pension liability - 1761; rounding - -3;”