Chatham University

“The executive committee shall have authority to act for the board of trustees on all matters except for the following which shall be reserved for the board of trustees (unless the board of trustees directs otherwise): presidential selection and termination; trustee and board officer selection; changes in institutional mission and purposes; changes to the chater; changes to the bylaws; incurring of corporate indebtedness in excess of ten percent (10%) of the college's net worth; sale of college assets or tangible property in excess of one percent (1%) of the college's net worth; adoption of the annual budget; and, conferral of degrees. In addition to its authority to take action on matters which cannot or should not be deferred to the board's next scheduled meeting, process or progress on planning goals, the board's responsibility to support the president and assess her or his performance and shall review the president's compensation and conditions of employment.”

“The following individuals have a business relationship by virtue of employment by or co-membership on the board of directors of an entity (or entities) unrelated to chatham university: w. Duff mccrady; g. Nicholas beckwith iii; freddie fu, m.d.; brooks broadhurst; david finegold”

“The form 990 is reviewed by senior finance management and the president in detail. The form is then discussed and reviewed by the audit committee of the board of trustees. Following committee level review, the approved document is provided to the full membership of the board before electronic submission to the internal revenue service.”

“All trustees shall disclose to the board of trustees any possible conflict of interest at the earliest practical time. Furthermore, the trustee shall absent herself or himself from discussions of, and abstain from voting on, such matters under consideration by the board of trustees or its committees. The minutes of such meeting shall reflect that a disclosure was made and that the trustee having a conflict, or possible conflict, abstained from voting. Any trustee who is uncertain whether a conflict of interest may exist in any manner may request the board of trustees or committee to resolve the question in her or his absence by majority vote. Annually, board members and key employees sign a conflict of interest disclosure form provided by the secretary of the board. The signed form is then forwarded to the president's office and the finance department to be logged and filed for reference. Any identified conflicts are immediately brought to the attention of the executive committee of the board.”

“The president's compensation is established by the board of trustees through the executive or compensation committee using independent consultants and data from peer institutions. Compensation is documented in the board minutes and in a written employment contract. Compensation levels of all employees, including direct reports to the president, are monitored by the human resource department, the senior vice president of finance and administration, vice president of academic affairs, and the president using cupa peer institution comparative data on an annual basis. Compensation increases for direct reports to the president are generally included in the annual merit budget increase pool approved by the board of trustees. From time to time, there are extraordinary compensation issues related to direct reports to the presidents and in these cases, the executive committee of the board of trustees approves any related increases, contracts, agreement side letters, or special considerations.”

“The university's policies, organizational documents and financial statements are made available upon request. Financial statements are also available on the university's website.”

“The following individuals are emeriti trustees who may attend all meetings of the board and committees, but shall have no voting rights: cordelia suran jacobs, nancy follett waichler (as of june 2018)”

“The audit committee of the board of directors approves the appointment of the independent accounting firm engaged to audit the university's financial statements on an annual basis. In addition, the audit committee reviews draft financial statements and receives a report on the results of the audit from the independent accountant. The audit committee is also updated regarding the audit by the senior vice president of finance for finance and administration and by the assistant vice president for finance and administration.”