Dickinson College

“The board of trustees created a task force on board structure to review the structures of selected peer and aspirant institutions and make recommendations informed by best practices in board governance, input from trustees and senior staff, and the college's strategic framework and priorities. After detailed and careful consideration, the task force made recommendations for a new performance-based committee structure that goes beyond basic fiduciary responsibilities. This structure includes goals and key performance indicators for each committee along with additional training for trustees and leadership training for chairs and vice chairs. In may 2020, the board of trustees voted to approve the recommendations made by the task force and the by-laws were amended to reflect changes to the board size (from 25-50 members to 28-40 members), committee structure and committee responsibilities.”

“The form 990 is prepared by the assistant controller in consultation with various departments on campus. The draft 990 is presented to the avp of finance and the vp for finance and administration, along with the college's tax reviewers at kpmg llp. Upon completion of the review and associated revisions, the draft 990 is reviewed with the board of trustees committee on enterprise risk management via conference call (an electronic copy of the draft is provided to each subcommittee member prior to the call). The final draft 990 is then provided to all voting members of the board via the trustee website before filing.”

“Each trustee, officer, or designated person is expected to report promptly to the president of the college or to the chairman of the board of trustees the existence of any business relationship or interest, as it arises, which actually or potentially involves or may appear to involve a conflict of interest. Each trustee, officer and designated person is asked to sign a statement of disclosure reflecting his or her awareness and understanding of the college's statement of policy on conflicts of interest, and compliance with it, on an annual basis. Designated persons include, but are not limited to, key employees of the college as reported on form 990. Each actual or potential conflict shall be addressed on a case-by-case basis in context of the pertinent facts. No contract or transaction between the college and one or more of its trustees, officers or designated persons shall be void or voidable solely for such reason as long as one of the following conditions exist: 1. Where the nature of the conflict is such that the individual involved is not able to disclose the details thereof without breaching other confidences, he must, upon notice to the president of the college or the chairman of the board of trustees, remove himself from all meetings, discussions, deliberations and actions at which the matter is considered; 2. The material facts as to such relationship or interest, and as to the contract or transaction, are disclosed or are known to the board and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested trustees, even though the disinterested trustees are less than a quorum; or 3. The contract or transaction is fair as to the college as of the time it is authorized, approved or ratified by the board. Common or interested trustees may be counted in determining the presence of a quorum at a meeting of the board of trustees which authorizes a contract or transaction. When it is concluded that a conflict actually or potentially exists, and the above process to address the conflict has not been followed, action may include suspension in whole or in part of the individual's duties with the college for such period of time and/or as to such matters as may be deemed appropriate by the board of trustees, or requesting the resignation of the individual from the board or from the office or excluding the individual with the conflict from all meetings, discussions, deliberations, actions or votes related to the subject of the conflict.”

“The board of trustees subcommittee on executive compensation (the "subcommittee") holds a conference call on an annual basis to review the total compensation packages for the president and senior officers of the college. Prior to the call, subcommittee members are provided with comparative compensation data from two separate higher education executive compensation surveys. The subcommittee reviews the surveys and discusses a proposed compensation package for the president (the president proposes compensation packages for senior officers). The subcommittee's recommendations are presented to the board of trustees executive committee for approval during the spring board meetings. Upon approval, a letter from the board chair is sent to the avp for human resource services to confirm the approved compensation for the president and senior officers for the upcoming fiscal year beginning july 1. The avp for human resource services maintains the original copy of the compensation letter, along with all other information provided to the subcommittee in support of its review. Minutes are documented for both the call and the meeting.”

“Form 1023, 990 and 990-t are made available upon request. Form 990 is also available on www.guidestar.org.”

“The college's governing documents, conflict of interest policy, and financial statements are made available upon request. In addition, the college's audited financial statements are posted on the dickinson college website.”

“The total number of forms submitted includes 1098-t (2,810), 1099-k (1), 1099-misc (348), and 1099-r (31).”

“1,296 individuals provided volunteer services for the college on a part-time basis during fiscal year 2019-20. In addition to members of the board of trustees, the dickinson volunteer network includes opportunities in admissions, advancement, college relations and the career center.”

“Certain reclassifications have been made to fiscal year 2019 amounts to conform with classifications in fiscal year 2020.”

“Change in settlement receivable 1,852,320. Change in split interest annuity liabilities -483,084.”