Johnson & Wales University

“In addition to the governing board (board of trustees) the university has a group of individuals referred to as "the corporation". The corporation consists of members representing various constituencies and areas of business that are relevant to the institution's mission and purposes. The only duty and authority of the corporation is to elect the members of the board of trustees.”

“In addition to the governing board (board of trustees) the university has a group of individuals referred to as "the corporation". The corporation consists of members representing various constituencies and areas of business that are relevant to the institution's mission and purposes. The only duty and authority of the corporation is to elect the members of the board of trustees.”

“Prior to filing, a complete copy of the 990 is provided to the board of trustees. In addition, members of the audit committee meet with accounting management to address any questions. All questions must be addressed to the satisfaction of the committee members prior to filing.”

“Each trustee, officer and senior executive shall disclose to the board at least once each year all the material facts concerning his or her relationship with, or interest in, any person, firm, corporation or other entity with whom the university has, or proposes to enter into, any contract or other tranaction which may, directly, or indirectly, result in financial gain or other advantage to such trustee, officer or senior executive by reason of such relationship or interest. Additionally, where applicable, all trustees, officers and senior executives are required to disclose potential conflicts of interest not later than when the potential conflict becomes a matter of board action. The corporate secretary shall collect the information included in the aforementioned disclosure statements and report on the same to the audit committee. The information is reviewed by accounting personnel for business and personal relationships that may result in a conflict of interest situation. A listing of the individuals and related businesses and / or organizations is developed and distributed to accounts payable / procurement personnel with a directive to monitor all of the transactions with any of the listed businesses and / or individuals. Also, as part of the annual independent audit, all transactions with such businesses and / or individuals must be summarized for purposes of the required financial statement disclosure of related party transactions. This provides an added opportunity for management to review such transactions and relationships for propriety. Trustees, officers and senior executives may vote on and / or participate in approving transactions with such businesses and / or individuals in certain prescribed circumstances in which the relationship is clearly disclosed and the transaction is approved by a majority of the disinterested trustees, officers and / or senior executives that are charged with making the decision regarding the transaction in question.”

“The process for determining the compensation of the university's top management official (the university chancellor) as well as the next two highest ranking officials (the vice chancellor and the chief operating officer) included all of the elements of the rebuttable presumption of reasonableness. The independent compensation committee of the university's board of trustees independently engaged a firm of compensation specialists to perform a study to evaluate the compensation levels of similarly qualified persons in functionally comparable positions at similarly situated institutions. This information was used by the committee to evaluate the compensation of these three administrators. The resulting compensation amounts were officially approved by the committee and documented in the meeting minutes as well as in signed employment contracts for each individual. These compensation amounts were approved by the compensation committee of the board, and the compensation of the chancellor/president/ceo was approved by the entire board of trustees. This process occurred in december of 2012 for contract periods beginning on january 1, 2013. Similar compensation studies have been performed for all of the remaining individuals and/or posiitions reported in part vii, except for the position of the assistant secretary. All of these studies were performed in 2013 for compensation effective july 1, 2013. Additionally, during the intervening years between the formal studies, the compensation for all of these individuals is reviewed by the compensation committee of the governing board.”

“The university's financial statements are available to the general public via the university's and the massachusetts attorney general's websites. The university's form 990 without schedule b is available to the general public via guidestar's and the massachusetts attorney general's websites. The university's governing documents and conflict of interest policy are not made available to the general public.”

“Change in investment in corporate subs. -988. Investment in controlled not-for-profit organization 958,481.”

“(a) name of person: sarah c. Malik (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $99,161 (d) description of transaction: compensation (e) amount of transaction: $9,958 (f) description of transaction: benefits (g) sharing of organization revenues? = no (a) name of person: kathleen a. Harney (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $80,031 (d) description of transaction: compensation (e) amount of transaction: $8,117 (f) description of transaction: benefits (g) sharing of organization revenues? = no (a) name of person: james c. Greene (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $56,073 (d) description of transaction: compensation (e) amount of transaction: $5,920 (f) description of transaction: benefits (g) sharing of organization revenues? = no (a) name of person: irma julie greene (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $74,542 (d) description of transaction: compensation (e) amount of transaction: $61,594 (f) description of transaction: benefits (g) sharing of organization revenues? = no (a) name of person: barbara g. Disaia (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $74,232 (d) description of transaction: compensation (e) amount of transaction: $6,607 (f) description of transaction: benefits (g) sharing of organization revenues? = no (a) name of person: michele von hein (b) relationship between interested person and organization: family member of officer, trustee, or key employee (c) amount of transaction: $101,971 (d) description of transaction: compensation (e) amount of transaction: $51,591 (f) description of transaction: benefits (g) sharing of organization revenues? = no”