Governance – Leadership

At SOHI, our leadership organization effectively places decision-making at the appropriate level and ensures the proper checks and balances exist.

We rely on our Board of Directors to know our organization, conduct thorough reviews and ask the difficult questions. SOHI exemplifies good governance with a presiding director; directors with solid, diverse experience and credentials; corporate governance guidelines; and codes of business conduct and financial ethics.

The CEO is accountable to the Board of Directors.

Other corporate governance highlights at SOHI include:

• Board executive sessions have been a part of SOHI’s Board practices since 1988
• SOHI’s finance committee is composed entirely of directors, with solid financial expertise.
• One director serves as the Presiding Chair of SOHI’s Board, and is responsible for leading executive and full sessions of the Board.

Governance – Filings and Certifications

In accordance with the Special Olympics Inc. (SOI) General Rules and Regulations, SOHI will maintain accreditation through Special Olympics Inc. on a schedule determined by SOI. SOHI will also complete all filings and be in good standing with the State of Hawaii Better Business Bureau.

Governance - Guidelines

The Board of Directors of the SOHI has adopted the following Corporate Governance Guidelines to assist the Board in the proper exercise of its responsibilities. The Board’s purpose is to ensure the continuity and vitality of SOHI by setting policy, selecting the Chief Executive Officer, providing for succession planning, monitoring the performance of both the Company and the CEO, overseeing strategic planning, and providing management with appropriate advice and feedback. Management is responsible for and the Board is committed to ensuring that SOHI operates in a legal and ethically responsible manner.

Director Qualification Standards and Selection of New Director Candidates

The Board has delegated to the Nominating and Governance Committee the responsibility for reviewing and recommending nominees for membership on the Board. There are certain minimum qualifications for Board membership that Director candidates should possess, including strong values and discipline, high ethical standards, a commitment to full participation on the Board and its committees, relevant career experience, and a commitment to ethnic, racial and gender diversity. Candidates should possess individual skills, experience and demonstrated abilities that help meet the current needs of the Board, such as experience or expertise in some of the following area: the medical profession, business, science and technology, finance and/or economics, competitive positioning, corporate governance, public affairs, and marketing. Other factors that are considered are independence of thought, meeting applicable Director independence standards and absence of conflicts of interest.

Director Independence

A Director shall be considered to have a conflict of interest if (a) such Director has existing or potential financial or other interests which impair or might reasonably appear to impair such member's independent, unbiased judgment in the discharge of his or her responsibilities to SOHI, Inc., or (b) such Director is aware that a member of his or her family (which for purposes of this paragraph shall be spouse, parents, siblings, children and any other relative if the latter reside in the same household as the Director), or any organization in which such Director (or member of his or her family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interests.

All Directors shall disclose to the Board any possible conflict of interest at the earliest practicable time. No Director shall vote on any matter, under consideration at a Board or committee meeting, in which such Director has a conflict of interest. The minutes of such meeting shall reflect that a disclosure was made and that the Director having a conflict of interest abstained from voting. Any Director who is uncertain whether a conflict of interest may exist in any matter should request the Board of Committee to resolve the questions by majority vote.

BoardSize

The number of Directors shall be no less than fifteen nor more than thirty. This range provides diversity of thought and experience without hindering effective discussion or diminishing individual accountability. The Directors shall conduct an annual assessment of the size and composition of the Board and from time to time make recommendations to the Board for changes in the size of the Board as appropriate.

Board Committees and Charters

The names and duties of the standing committees of the Board of Directors shall be contained in the Company’s Bylaws. Each standing committee shall adopt a written charter describing its duties. The charters shall be available on the SOHI’s corporate governance website.

Frequency of Board and Committee Meetings

Regular meetings of the Board of Directors shall be held at such times and places as determined by the Board. The frequency of committee meetings shall be set forth in each committee’s charter. Additional meetings of the Board and its committees shall be held in circumstances that create the need for a special meeting.

Selection of Agenda Items for board and Committee Meetings

The Board Chair shall establish the agenda for Board meetings. Similarly, the Committee Chairs shall establish the committee agendas.

Board and Committee materials Distributed in Advance

The Board and its committees shall be provided with appropriate materials in advance of each meeting.

Presiding Director

The Directors shall elect one Director from among their membership as Board Chair. Responsibilities of the Board Chair shall include: leadership of executive sessions of the Board; setting the Board agenda and determining the appropriate materials to be provided to the Board; serving as a member of the Executive Committee; facilitation of communications between the Board and management; serving as focal point for communications addressed to the board; ability to retain outside professionals on behalf of the Board as the board may determine is necessary or appropriate; and such other functions as the Board may direct.

Executive Sessions of Directors

The Directors may meet in executive sessions in connection with each regularly scheduled meeting of the Board, and at other times as they may determine is appropriate. Committees of the Board may also meet in executive session as they deem appropriate.

Board Self-Evaluation

The Nominating Governance Committee shall be responsible for annual evaluations of the Board and Board committees. The qualifications and performance of individual Directors shall be evaluated by the committee on Nominating and Governance annually as well as whenever a Director is nominated or re-nominated as a Director, when there has been a change of employment of a Director, and at other times as the Committee may deem appropriate.

Director Access to Management and Independent Advisors

The organization shall provide each Director with complete access to the management of the organization, subject to the reasonable efforts to avoid disruption to the organization’s management, business and operations. The Board of Directors and Board committees shall have the right to consult and retain independent legal and other advisors at the expense of the organization.

Communication with Directors

Interested parties may communicate directly with full Board, the Presiding Director, the Directors as a group, or with specified individual Directors by any one of several methods. These include mail addressed to the SOHI office at PO Box 3295, Honolulu, Hawaii 96801 and by the “Contact Us” feature of SOHI’s corporate governance website at www.specialolympics.org.   The Presiding Director and other non-management Directors may also be directly contacted by email addressed to Chairman of the Board.

In order that interested parties may contact the Board or individual Directors, the organization shall describe communication procedures on its corporate governance website.

Chief Executive Officer Evaluation and Succession

The Executive Committee shall conduct an annual review of the performance of the Chief Executive Officer.

The Board of Directors shall establish policies and procedures regarding succession to the Chief Executive Officer.

Code of Business Conduct

The organization shall adopt a Code of Business conduct to provide guidelines for ethical conduct by Directors, officers and employees. The code of Business Conduct shall contain guidance regarding conflicts of interest, corporate opportunities, confidentiality and protection of assets. The Code of Business Conduct shall be posted on the organization’s website.

The organization shall adopt a Code of Financial Ethics for the Chief Executive Officer, senior financial officers and appropriate financial mangers.

Director Orientation and Continuing Education

The organization shall have an education and orientation program designed to familiarize new Directors with the organization, its management structure and operations, the industries in which the organization operates, and key legal, financial, and operational issues. Directors shall be provided with information regarding corporate governance and the structure and procedures of the Board and the committees on which the Directors will serve.

Periodic Review of Guidelines

These Governance Guidelines shall be reviewed periodically by the Board and the committee on Nominating and Governance Board Committees.