Seton Hall University

“Part VI, Section A, Line 7A: The Board of Regents is responsible for the entire management of the affairs and concerns of the University. The Board of Regents is vested with the responsibility, power, and authority to govern the University and shall exercise the corporate powers of the University under Law. Board of Regent Emeriti do not have voting privileges. Part VI, Section A, line 7b: The Board of Trustees stand in the stead of the original incorporators of Seton Hall College and have the rights and powers reserved to it by the University's By-Laws. Those powers include the right to amend the University's organizing documents, to authorize the sale of any University property and, most importantly, to elect the Board of Regents. Part VI, Section B, line 11: The Board of Regents adopted a written policy charging the Audit Committee with the responsibility to conduct, on an annual basis, an appropriate review of the University's completed Form 990 and Form 990-T prior to filing with Internal Revenue Service. The Audit Committee is also charged with making an appropriate report and recommendation to the Board of Regents on their review. Following review by the Audit Committee, Forms 990 and 990-T are submitted to the entire Board of Regents for its review and approval for filing with the Internal Revenue Service. The Board of Regents shall contemporaneously document the meeting at which the Forms 990 and 990-T are reviewed and approved for filing. Part VI, Section B, Line 12c: The University's conflict of interest policy is posted on the University's web site. All new employees are made aware of the policy at the time of hire. For senior management, the University requires an annual disclosure of significant financial interests in, or employment or consulting relationships with, entities doing business with the University. These annual disclosures cover both senior management and their immediate family members. When such relationships exist, measures are taken to address the actual or perceived conflict to protect the best interests of the University. The policy requires, among other things, that no member of the Board of Regents or its Committees can participate in any decision in which he or she (or an immediate family member) has a material financial interest. Each Regent is required to certify compliance with the conflict of interest policy on an annual basis and indicate whether the University does business with an entity in which a Regent has a material financial interest. When such relationships exist, measures are taken to mitigate any actual or perceived conflict, including requiring that such transactions be conducted at arm's length, for good and sufficient consideration, based on terms that are fair and reasonable to and for the benefit of the University, and in accordance with relevant conflict of interest laws. The University is unaware of any such associations considered to be significant. Part VI, Section B, Line 15: Seton Hall University can ensure and demonstrate that our compensation actions do not inure to the benefit of a private individual. We can demonstrate that the compensation of all disqualified persons, such as officers, directors, and key employees, is considered reasonable and would ordinarily be paid for like services by like enterprises under like circumstances. The reasonableness of our compensation takes into account all benefits. Any compensation transactions for these individuals are approved by an authorized body of individuals who have no conflict of interest. Utilizing a compensation consultant, appropriate compensation data is relied upon for comparability and proof of fair market value, before making a decision. Compensation decisions and reports are contemporaneously documented in the minutes of the meeting of the Committee when the decisions are made. Part VI, Section C, Line 19: The University's By-Laws and its conflict of interest policy are posted on the University's website.”

“Mary J. Meehan, Ph.D. started as Interim President/Trustee/Regent on April 11, 2017. Karen E. Boroff, Ph.D. started as Interim Provost on January 1, 2017.”

“Seton Hall University (the "University") is the nation's oldest Diocesan Catholic University. In a diverse and collaborative environment, it focuses on academic, ethical, and spiritual development. Seton Hall students are prepared to be leaders in their professional and community lives in a global society and are challenged by outstanding faculty, a technologically advanced setting, and values-centered curricula. The University is home to ten nationally recognized and accredited schools located on three campuses, all within 15 miles of New York City. Its main campus is in South Orange, New Jersey, its nationally ranked Law School is in Newark, New Jersey, and its Interprofessional Health Sciences ("IHS") campus is in the City of Clifton and the Township of Nutley, New Jersey. Within these ten schools, the professors of Seton Hall educate, shape and develop approximately 6,200 undergraduate and 4,000 graduate students, who are enrolled in 90 rigorous majors. This has led to the University being nationally recognized for academic excellence by the Princeton Review, U.S. News and World Report, and Bloomberg Businessweek. The University remains a pioneer in Catholic education. In June 2015, the University and Hackensack University Health Network ("HUHN"), acting on behalf of Hackensack University Medical Center ("HUMC"), signed an agreement to establish the principle elements of a long-term relationship to develop an undergraduate school of medicine, as well as sponsor graduate medical education programs. In October 2015, the University and HUMC formed Kingsland Street Urban Renewal, LLC ("Kingsland") for the purposes of leasing and renovating a location for the University's new IHS campus, which was to house the school of medicine, as well as the University's College of Nursing ("CON") and School of Health and Medical Sciences ("SHMS"). Kingsland executed the lease in June 2016, with lease commencement in September 2016. Through March 18, 2018, the University had a 50% membership interest in Kingsland. Kingsland is exempt from federal income taxes under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3). In January 2016, the University and HUHN formed the Seton Hall-Hackensack School of Medicine, a nonprofit New Jersey corporation. HUHN subsequently became Hackensack Meridian Health, Inc. ("HMH") after its merger with Meridian Health System, Inc. in July 2016. In March 2017, an agreement was reached between HMH and the University that superseded the June 2015 agreement. Under this agreement, both the University and HMH controlled 50% of the School of Medicine, and the name of the school was changed to the Seton Hall-Hackensack Meridian School of Medicine ("SOM"). The SOM is exempt from federal income taxes under Section 501(a) of the Internal Revenue Code as an organization described in Section 501(c)(3). The University agreed to offer, under its existing accreditations and regulatory approvals, the SOM academic degree program (the "MD Program"). The University received preliminary accreditation from the Liaison Committee on Medical Education (the "LCME") to operate the MD program in February 2018. The MD program commenced academic operations in July 2018 with the University being the degree-granting institution. On March 19, 2018, the University and HMH reached an agreement for the transition of the MD Program and the full control of the SOM to HMH. Under this agreement, the University's membership interest in Kingsland was transferred to HMH and all costs associated with the Kingsland lease were assumed by HMH, with a sublease established with the University. In addition, the entire financial responsibility for the SOM was transferred to HMH effective July 1, 2018, although the University will continue to perform certain administrative functions for the SOM. The name of the MD Program was changed to the Hackensack Meridian School of Medicine at Seton Hall University. The University ret”

“Add back the recovery for uncollectible contributions receivable of $110,000 less the change in value of split-interest agreements of $39,000.”