Moravian University

“Moravian College and Theological Seminary ("Institution") recognize that the governance role of the Joint Board includes the annual review of the Form 990. Accordingly, the Institution requires review of the Form 990 by the Boards prior to its filing on an annual basis. The review process includes the opportunity for Board members to provide feedback and requires documented responses from management that address Board member questions and concerns. The process, as outlined below, must be completed no later than the 15th day of the 11th month following the fiscal year ending period (assuming all extensions have been timely filed). With extensions filed, for a June 30th fiscal year end, the process must be completed and the 990 must be filed no later than May 15th of the following year. A Board resolution is not required in order for the Form 990 to be filed. Process: 1. Management shall be responsible for assembling, preparing and inputting all required information necessary for filling out the online Form 990. 2. Initial Draft shall be reviewed by management for accuracy. Accuracy of the Initial Draft shall be verified by management through: * Ensuring the accuracy of the content input * Ensuring that the content input is properly reflected in the Initial Draft 3. Any changes by management to the Initial Draft shall be incorporated where appropriate, and a revised draft ("Revised Draft") of the 990 will generated. 4. Management shall ensure that changes to the Initial Draft are properly reflected in the Revised Draft and that the Revised Draft, with the accuracy of the content now verified by management, is suitable for the Board to do a proper review. 5. In a timeframe sufficiently in advance of the due date, management will make the Revised Draft available for review to all members of the Audit Committee. Management will make the 990 available to the committee members via a secure Trustee website. 6. When the committee members have had an opportunity to sufficiently review the 990, the Audit Committee shall meet with management (in person or via teleconference) to discuss content of Revised Draft and present any recommended changes. Recommended changes will be incorporated into the return as appropriate, and a final draft ("Final Draft") of the return will be completed. Any questions or recommended changes by the Audit Committee shall be documented along with management responses ("Feedback"). 7. The Audit Committee shall make the Final Draft and Feedback available for review to all members of the Boards of the College and Seminary. The Final Draft will be made available to the Board members via a secure Trustee website. Board members shall be notified of the filing date at the time the Final Draft is posted to the Trustee website. Comments from Board members must be forwarded to management no less than 7 days prior to the filing date. Recommended changes will be incorporated into the return as appropriate, and a final return ("Final Return") will be generated Changes and comments will be documented and posted to the Trustee website. 8. Upon filing with the IRS, the Final Return shall be posted to the Trustee website.”

“Conflicts of interest forms for all employees are initially submitted to the Office of Human Resources. The Chief Human Resource Officer assesses whether action or monitoring is required, soliciting the opinion of the Vice President for Finance and Administration if necessary. All conflicts that are disclosed are reported to the Audit Committee and the Governance Committee at least annually. Conflict of interest forms for trustees are submitted to, and reviewed by, the office of the President. Persons are required to comply with the Policy and disclose and announce any conflict, and abstain from involvement in any decision where the conflict would apply.”

“Purpose: The Joint Executive Committee shall determine the institution's executive compensation philosophy and establish such guidelines, rules and procedures as necessary for the proper and efficient administration of the Executive Compensation Program ("ECP"). The Joint Executive Committee shall determine that the ECP is appropriate in view of the mission and tax-exempt status of Moravian College, and that its compensation and benefits are reasonable and not excessive. It shall evaluate the President, and determine the compensation of the President, and shall review and approve all other forms of executive compensation and benefits subject to approval by the Boards, and shall report its actions in full to the Joint Board, College Board, and Seminary Board annually. To that end, the Committee shall review and approve all forms of executive compensation and benefits in a manner necessary to qualify for the "Rebuttable Presumption of Reasonableness" under the intermediate sanctions rules of section 4958 of the Internal Revenue Code. Membership: There shall be a Joint Executive Committee of the Joint Board of Trustees which shall consist of the following: the Chair and Vice Chair of the Board of College Trustees, the Chair and Vice Chair of the Board of Seminary Trustees, the President of the Corporation, the Secretary of the Corporation and the Treasurer of the Corporation; either the Northern or Southern Province President; and such additional members, if any, elected by the Joint Board (from the College Board and from the Seminary Board). The Chair of the Joint Executive Committee shall be the Chair of the College Board of Trustees and the Vice Chair shall be the Chair of the Seminary Board of Trustees. The executives whose compensation will be approved by the Committee currently consist of the 8 individuals in the following positions: - the Vice President of Finance and Administration; the Provost and Dean of Faculty; the Vice President of Student Affairs and Dean of Students; the Vice President of Development & Alumni Relations; the Vice President and Dean of the Seminary; the Vice President of Human Resources; the Chief Information Officer; and the Vice President for Planning and Research. From time to time the Committee in its discretion may amend this list to add/subtract individuals as determined by new recruitments, promotions, realignment in organizational structure and the like. Compensation Philosophy: The Committee is charged with the responsibility to establish and maintain a Compensation Package that will enable the institution to attract, retain, motivate and reward the Management Team Leadership needed to successfully accomplish the Institution's Mission and Strategic and Operational Goals. The following will provide the necessary guidelines to accomplish this objective: - A total compensation concept will be used employing a combination of base salary, benefits, deferred compensation and other perquisites as may be needed from time to time to maintain a competitive position with peer institutions. The committee also has the authority to implement other methods of compensation, e.g. variable pay, as may be necessary from time to time in order to attract and retain qualified executives. - Base Salary will be targeted as a minimum at the 50th percentile of similar positions for experienced professionals as reported annually by CUPA HR (College and University Professional Association for Human Resources) for baccalaureate institutions. Wage levels for the specific executives listed previously shall be established and maintained based upon general experience, specific performance, and overall contribution to the success of the institution. Annual reviews will take place prior to July 1 each year. - The overall goal shall be to maintain equity and fairness in compensation demonstrated through comparability with peers and through the consistent application of principles. - Deferred compensation and perquisite opportu”

“Financial Statements are available on the College website (www.moravian.edu). Governing documents and conflict of interest policies are made available upon request.”

“-$279,627 = Change in value of split interest agreements; rounding -$6,924”