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 22 corporators (the corporation) as of june 30, 2019: 22 members of the board of trustees. 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.”

“Form 990 provided to governing body - the university believes that donor information on schedule b is private and confidential. As such, it has provided a copy of form 990 to the entire board but has redacted donors' names and addresses from schedule b. Because of this decision, we are required to answer "no" to the question on line 11a of part vi even though the board has received a copy of form 990 (except for donor information on schedule b). The donor information on schedule b has been reviewed by the chair of the audit committee.”

“Monitoring and enforcement of conflict policy: in its conflict of interest disclosure form, the university 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, including the president. The committee's decisions are informed by the university's senior leadership compensation philosophy which requires the use of comparator market data and consideration of median and market percentiles when setting base salaries for new officer hires. The executive development and compensation committee also reviews the performance of senior leaders/officers against salary data prepared by external compensation experts when considering raises. 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 university's financial statements are available upon request and are posted on the university's website. The university's governing documents and conflict of interest policy are available upon request.”

“Extinguishment of debt -714,544. Change in value of split interest trusts 181,773.”