Simmons College

“Authority of executive committee: the executive committee of the board of trustees consists of the chair and the vice chair of the board of trustees; the president; the chairs of the finance committee, the audit committee, the committee on trusteeship and governance, the advancement committee, the executive development and compensation committee, the educational stewardship committee, the investment committee, and the faculty review committee; the clerk; and any other trustees may be designated by the board of trustees from time to time. In between meetings of the board of trustees, the executive committee has the full power and authority of the board of trustees, except to sell real estate and to confer degrees.”

“And form 990, part vi, section b, line 7a: members and powers of the members: simmons currently has 30 corporators (the corporation): 24 members of the board of trustees plus 6 additional members serving as a consultative body to the president and board of trustees and as non-voting members of one board committee. The corporation's primary duties are to elect annually the trustee membership and amend the simmons' by-laws.”

“See explanation for line 6a above.”

“Review of form 990: the board of trustees has delegated the responsibility of reviewing form 990 to the audit committee. The review of the form is facilitated by the outside public accounting firm that prepares the return. The compensation sections of form 990 are reviewed by the compensation committee. Before filing, form 990 is provided to the board of trustees.”

“Monitoring and enforcement of conflict policy: in its conflict of interest disclosure form, the college asks all trustees and officers to declare any conflict of interest. Completed conflict of interest disclosure statements are reviewed by the general counsel who also serves as the secretary of the board. The general counsel prepares a written report for the audit committee which sets forth all disclosures or comments made by respondents concerning potential or actual conflicts, and that report is presented to the audit committee, president, and board chair for discussion and necessary follow-up each year. At a minimum, those with conflicts are instructed to refrain from voting on matters where there are or may be perceived to be a conflict and to recuse themselves during any discussion of the issue.”

“Compensation review and approval: the executive development and compensation committee is governed by a detailed charter which grants it jurisdiction over compensation matters for all simmons officers. The president makes salary recommendations for the officers each year to the executive development and compensation committee, and the committee reviews the performance of the officers against salary data prepared by external compensation experts. The committee then makes recommendations for officer salaries to the board of trustees for review and approval. The members of the executive development and compensation committee are independent of the employees for whom compensation decisions are being made.”

“Availability of documents: simmons college's financial statements are available upon request and are posted on the college's website. The college's governing documents and conflict of interest policy are available upon request.”

“Extinguishment of debt -1,959,832. Restatement of beg.net assets to correct immaterial prior year errors -1,379,000.”