| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 1A | SOME OF THE MEMBERS OF THE BOARD OF DIRECTORS ARE THE HEADS OF COMMITTEES, AND DO NOT HAVE VOTING RIGHTS FOR MATTERS COMING BEFORE THE BOARD. |
| FORM 990, PART VI, SECTION A, LINE 6 | PCPC IS ORGANIZED AS A NOT-FOR-PROFIT ASSOCIATION. ITS MEMBERS HAVE THE RIGHT TO PARTICIPATE IN THE ORGANIZATION'S GOVERNANCE. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE ASSOCIATION'S MEMBERS ELECT THE OFFICERS OF THE ASSOCIATION. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE 990 IS REVIEWED BY THE CHIEF FINANCIAL OFFICER AND LEGAL COUNSEL OF THE PERSONAL CARE PRODUCTS COUNCIL IN CONJUNCTION WITH THE OUTSIDE ACCOUNTING FIRM. TO ADDRESS THE ISSUE OF THE PRACTICALITY OF A FULL BOARD REVIEW OF THE 990S, THE TREASURER WILL RECEIVE DRAFT COPIES OF THE 990S, REVIEW THEM, AND APPROVE THEM FOR ISSUANCE. THIS REVIEW WILL TAKE PLACE IN A TIME FRAME THAT WILL ALLOW THE 990S TO BE FILED BY THE APPLICABLE FILING DATE. A REPORT WILL BE MADE TO THE BOARD AT ITS NEXT MEETING THAT THE REVIEW AND APPROVAL OF THE 990S TOOK PLACE, AND THAT THEY HAVE BEEN FILED. |
| FORM 990, PART VI, SECTION B, LINE 12C | ANNUALLY ALL DIRECTORS, OFFICERS, AND SENIOR STAFF EMPLOYEES WILL RECEIVE A COPY OF THE CONFLICT OF INTEREST POLICY TOGETHER WITH A CONFLICT OF INTEREST STATEMENT OF DISCLOSURE, WHICH SHALL BE COMPLETED AT LEAST ANNUALLY. EACH NEW DIRECTOR, OFFICER, AND SENIOR STAFF EMPLOYEE SHALL PARTICIPATE IN A SIMILAR PROCEDURE IMMEDIATELY UPON ASSUMPTION OF HIS OR HER RESPONSIBILITIES. DIRECTORS: ANY MEMBER OF THE BOARD OF DIRECTORS WHO MAY BE INVOLVED IN A PCPC BUSINESS TRANSACTION IN WHICH THERE IS A POSSIBLE CONFLICT OF INTEREST SHALL PROMPTLY NOTIFY THE PRESIDENT OR THE GENERAL COUNSEL. THE BOARD MEMBER SHALL REFRAIN FROM VOTING ON ANY SUCH TRANSACTION, PARTICIPATING IN DELIBERATIONS CONCERNING IT, OR USING PERSONAL INFLUENCE IN ANY WAY IN THE MATTER. THE BOARD MEMBER'S PRESENCE MAY NOT BE COUNTED IN DETERMINING THE QUORUM FOR ANY VOTE WITH RESPECT TO A PCPC BUSINESS TRANSACTION IN WHICH HE OR SHE HAS A POSSIBLE CONFLICT OF INTEREST. THE BOARD MEMBER, OR THE CHAIRMAN IN THE DIRECTOR'S ABSENCE, SHALL DISCLOSE A POSSIBLE CONFLICT OF INTEREST TO THE OTHER MEMBERS OF THE BOARD BEFORE ANY VOTE ON A PCPC BUSINESS TRANSACTION AND SUCH DISCLOSURE SHALL BE RECORDED IN THE BOARD MINUTES OF THE MEETING AT WHICH IT IS MADE. ANY PCPC BUSINESS TRANSACTION WHICH INVOLVES A POSSIBLE CONFLICT OF INTEREST WITH A MEMBER OF THE BOARD OF DIRECTORS SHALL HAVE TERMS THAT ARE AT LEAST AS FAIR AND REASONABLE TO PCPC AS THOSE THAT WOULD OTHERWISE BE AVAILABLE TO PCPC IF IT WERE DEALING WITH AN UNRELATED PARTY. STAFF: ANY SENIOR STAFF MEMBER WHO MAY BE INVOLVED IN A PCPC BUSINESS TRANSACTION IN WHICH THERE IS A POSSIBLE CONFLICT OF INTEREST SHALL PROMPTLY REPORT THE POSSIBLE CONFLICT TO THE PRESIDENT OR GENERAL COUNSEL. IF THE POSSIBLE CONFLICT INVOLVES THE PRESIDENT, THE POSSIBLE CONFLICT SHALL BE REPORTED TO THE CHAIRMAN OF THE BOARD BY THE PRESIDENT. THE PRESIDENT, OR WHERE APPLICABLE THE CHAIRMAN, AFTER RECEIVING INFORMATION ABOUT A POSSIBLE CONFLICT OF INTEREST, SHALL TAKE SUCH ACTION AS IS NECESSARY TO ASSURE THAT THE TRANSACTION IS COMPLETED IN THE BEST INTEREST OF THE ASSOCIATION WITHOUT THE SUBSTANTIVE INVOLVEMENT OF THE PERSON WHO HAS THE POSSIBLE CONFLICT OF INTEREST. THIS DOES NOT MEAN THAT THE PURCHASE OR OTHER TRANSACTION MUST NECESSARILY BE DIVERTED, BUT SIMPLY THAT PERSONS OTHER THAN THE ONE WITH THE POSSIBLE CONFLICT SHALL MAKE THE JUDGMENTS INVOLVED AND SHALL CONTROL THE TRANSACTION. A WRITTEN RECORD OF ANY REPORT OF POSSIBLE CONFLICT AND OF ANY ADJUSTMENTS MADE TO AVOID POSSIBLE CONFLICTS OF INTEREST SHALL BE KEPT BY THE PRESIDENT OR THE GENERAL COUNSEL. ANY DISPUTED ACTION WITH RESPECT TO THIS POLICY SHALL BE RESOLVED BY THE BOARD. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE FINANCE & AUDIT COMMITTEE (THE "COMMITTEE") OF THE BOARD OF DIRECTORS ASSISTS THE BOARD IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES RELATING TO PCPC'S COMPENSATION OF STAFF. SPECIFICALLY, THIS INCLUDES DETERMINING PCPC'S COMPENSATION PHILOSOPHY AND DETERMINATION AND APPROVAL OF THE CEO'S COMPENSATION. WITHIN THE COMPENSATION PHILOSOPHY AND SYSTEM APPROVED BY THE COMMITTEE, THE CEO IS SOLELY RESPONSIBLE FOR ADMINISTERING THE COMPENSATION SYSTEM FOR ALL PCPC EMPLOYEES OTHER THAN THE CEO. THE COMMITTEE, HOWEVER, WILL REVIEW AND APPROVE THE COMPENSATION OF OTHER EXECUTIVE (NON-CEO) STAFF TO CONFIRM THAT PAY LEVELS ARE WITHIN MARKET PRACTICE AND PCPC'S COMPENSATION PHILOSOPHY. ANNUAL PERFORMANCE OBJECTIVES ARE DEVELOPED AS A BASIS FOR ASSESSING THE CEO'S ANNUAL PERFORMANCE AND FOR COMPENSATION REWARDS AT YEAR-END. THE PERFORMANCE OBJECTIVES ARE LINKED TO PCPC'S ANNUAL GOALS AND OBJECTIVES. THEY COMBINE SUBSTANTIVE (E.G., POLICY/GOVERNMENTAL) OBJECTIVES WITH MEASURES OF INTERNAL EFFECTIVENESS (FOR EXAMPLE, MEMBERSHIP AND PERFORMANCE AGAINST BUDGET). THEY ARE WRITTEN TO BE AS CONCRETE AND NUMERICAL AS POSSIBLE. THE CHAIRMAN OF THE BOARD, WITH INVOLVEMENT OF MEMBERS OF THE FINANCE & AUDIT OR EXECUTIVE COMMITTEES AS APPROPRIATE, REVIEWS AND APPROVES THESE OBJECTIVES. AT YEAR-END, THE FINANCE & AUDIT COMMITTEE CONDUCTS A PERFORMANCE REVIEW OF THE CEO TO DETERMINE THE EXTENT TO WHICH THE ANNUAL PERFORMANCE OBJECTIVES HAVE BEEN MET. THE COMMITTEE MAY SEEK INPUT FROM OTHER MEMBERS OF THE BOARD REGARDING THE CEO'S PERFORMANCE. BASED ON THE PERFORMANCE REVIEW OF THE CEO, THE COMMITTEE WILL DETERMINE THE LEVEL OF INCENTIVE COMPENSATION TO BE AWARDED TO THE CEO FOR THE PREVIOUS YEAR'S PERFORMANCE. THE COMMITTEE WILL ALSO DETERMINE THE BASE SALARY INCREASE FOR THE CEO FOR THE COMING YEAR. IN MAKING THIS DETERMINATION, THE COMMITTEE WILL CONSIDER THE CEO'S CURRENT AND HISTORICAL PERFORMANCE, AS WELL AS RELEVANT MARKET DATA. THE COMMITTEE WILL REVIEW THE CEO'S COMPENSATION DECISIONS REGARDING OTHER EXECUTIVE STAFF TO CONFIRM THAT THEY ARE IN KEEPING WITH PCPC'S COMPENSATION PHILOSOPHY AND CURRENT MARKET PRACTICE. THE CEO'S COMPENSATION DECISIONS ARE BASED ON THE EXECUTIVES' ANNUAL PERFORMANCE AGAINST THEIR PERFORMANCE OBJECTIVES, WHICH HAVE BEEN APPROVED BY THE CEO. |
| FORM 990, PART VI, SECTION C, LINE 19 | PCPC ONLY MAKES THE 990S AVAILABLE TO THE GENERAL PUBLIC UPON REQUEST. PCPC WILL MAKE GOVERNING DOCUMENTS, POLICIES, AND AUDITED FINANCIAL STATEMENTS AVAILABLE TO MEMBERS IF REQUESTED. |
| FORM 990, PART XI, LINE 9: | CHANGE IN MINIMUM PENSION LIABILITY 1,222,216. |
| FORM 990, PART XII, LINE 2C | THE AUDIT OVERSIGHT PROCESS REMAINS UNCHANGED FROM THE PRIOR YEAR. |
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