Waynflete School

“Reviewed by the executive committee”

“Conflict of interest is monitored every year, as the trustees are asked to complete a form annually. If a conflict exists, it is discussed and resolved at the board level. Trustees recuse themselves from a vote when a conflict arises. Enforcement is part of the governing process.”

“Mark segar (head of school through 6/30/2013): the members of the compensation committee of the board of trustees met numerous times over a period of months to research, analyze, negotiate and sign the head of school's current contract. Committee minutes were taken and remain on file with other board documents. Meetings took place during the spring of 2008 and resumed after the summer into the 2008-2009 school year. To provide expertise and enhance our understanding of the competitive landscape, comparative financial data, relevant changes in deferred compensation regulations and goal setting benchmarks, a compensation consultant was retained. A number of potential consultants were considered and extensive interviews conducted with three of them. The committee elected to work with peter calfee of calfee financial. The committee worked with mr. Calfee over many months to construct fair and competitive contract terms. Mr. Calfee provided a rebuttable presumption letter to the committee at the conclusion of our work. The committee also worked with two attorneys to review the contract language and to write the school's 457(f) plan. The committee reviewed the prior contract and examined salary, benefits and deferred compensation data for peer schools as well as schools nationally. Data examined was sourced from nais, the 990's of other schools and the compensation consultant retained by the committee. Data was examined for heads with modest experience to those with extensive experience, and for schools across a variety of sizes. Our goal was to provide a package that was competitive, market driven, fair and representative of the value mark segar brings to the school. The committee's work was presented on several occasions to the full board and included the opportunity for board members to speak directly with the outside compensation consultant. The final components of the contract were presented to the board and approved by the compensation committee. Geoffrey wagg (head of school since july 1, 2013) mr. Wagg's compensation was determined by william torrey, president of the board of trustees and diane lukac, former president of the board of trustees and co-chairs of the search committee after discussion with independent search consultants, rg175, and review of nais compensation data for similar schools. The search committee recommended the salary to the full board of trustees and mr. Wagg's appointment and contract (which included the salary) was approved by the full board of trustees.”

“UPON REQUEST”

“Unrealized loss on interest rate swap -6,957. Gain on pledges 673.”

“Procedures for oversight of the audit and selection of an independent accountant did not change from prior years.”