Carlow University

“The sole member of the university is the conference for mercy higher education which exercises reserved canonical powers delegated by the institute of the sisters of mercy of the americas and as outlined in the university's bylaws.”

“Up to six of the total trustees (ex-officio and elected trustees) shall be professed sisters of the institute of the sisters of mercy of the americas or its canonical successor. There shall be three ex-officio trustees, who shall be voting members of the board of trustees and included in the total number of trustees, and such ex-officio trustees shall consist of one sister of mercy, appointed by the institute of the sisters of mercy of the americas, the president of the university, and the bishop of the diocese of pittsburgh or his designee.”

“The member has the right to approve the following actions to the extent such actions are taken by the board of trustees: amendments to the articles of incorporation, if they relate to the reserved powers delegated to the conference for mercy higher education, the adoption or amendment to the mission of the university, the incurrence by the university of any debt, and any sale, transfer, long-term lease or emcumbrance of any real or personal property, tangible or intangible, of the university outside the ordinary course of business only to the extent such approval is required under canon law, any merger, consolidation, dissolution, transfer of substantially all the assets, or other fundamental transaction within the contemplation of the pennsylvania nonprofit corporation law, of or by the university to the extent such approval is required by canon law.”

“Form 990 is prepared by a certified public accounting firm based on information provided by management. Form 990 is reviewed by management and submitted to the audit committee for review and approval, once the audit committee approves the submitted form 990; it is submitted to the board of trustees prior to filing.”

“The conflict of interest policy applies to all "covered persons" as defined in the policy. Each covered person is given a copy of the policy, required to sign a statement acknowledging that he or she has received a copy of the policy, understands it, and agrees to comply with it. The covered person is also required to complete a covered person's questionnaire on an annual basis. Each covered person shall disclose all actual and potential conflicts as set out in the policy. Compliance with this policy is monitored and enforced by the following procedure: - each year the vice president for finance and administration, or his designee, under the supervision of the chair of the audit committee, prepares a list of covered persons. - a covered person questionnaire is distributed to each person on the list - forms are completed and signed by each covered person - completed forms for all trustees are reviewed by the chair of the audit committee to determine if any actual or potential conflicts exist - completed forms for all covered persons who are members of staff or faculty are reviewed by the vice president of finance and administration, or his designee. - the chair of the audit committee asks at a minimum of two board meetings if any trustee is aware of any conflicts and it is documented in the board minutes disclosure of any potential or actual conflicts - disclosure of any potential or actual conflict of interest must be disclosed at the time they become a covered person, or at the time a potential or actual conflict arises and at the time of the completion of the annual questionnaire. - all disclosures determined to be a conflict of interest according to the policy are discussed with the chair of the audit committee and brought forward to the next board of trustee meeting. - any identified conflict shall be reflected in the minutes of the board of trustee meetings along with the nature of such conflict. - the minutes shall also reflect all persons present at the meeting where any voting took place on an item related to the disclosed conflict.”

“The executive committee is the authorized committee of the board of trustees to review compensation of the president. The executive committee created a compensation committee (the subcommittee) to perform annual performance reviews and set the president's annual salary, in accordance with the executive compensation philosophy, policies and procedures approved by the board. No member of the governance committee may have a conflict of interest within the meaning of the applicable treasury regulations under section 4958 of the internal revenue code of 1986. The governance committee shall document its decisions with respect to compensation as required by the applicable treasury regulations under section 4958 of the internal revenue code of 1986. The actions of the governance committee are intended to qualify under the rebuttable presumption provisions in section 4958 of the internal revenue code of 1986. Other senior executive compensation: no prospective salary adjustments were anticipated for other senior level executives. Comparability data and analysis was provided to the president in this fiscal year. Report to the board of trustees: the procedure states that, the governance committee shall provide a written report to the board of trustees no later than the next regularly scheduled meeting of the board following the governance committee action on the compensation of senior executives. The report shall reflect base salary and all other elements for senior executives' compensation, as well as a summary of the criteria and processes used to make the compensation decisions and to assure that the compensation is "reasonable" and not "excessive" within irs policy and criteria. Reliance on comparability data derived from market review and selection of peer institutions: in determining and approving compensation, the governance committee shall rely on comparability data derived from a review of the most current information available as to compensation levels for comparable senior executives at peer institutions, taking into account that available information is generally for the prior fiscal or academic years.”

“The university's governing documents, conflict of interest policy and audited financial statements are available upon request by the public at the corporate address.”

“The following individuals serve as emeritus trustees of carlow university with no voting powers: presidents emeritae: grace ann geibel, rsm, ph.d.; mary hines, ph.d.; and jane scully, rsm trustees emeritae: judith m. Davenport, dmd; anna marie goetz, rsm; helen hanna casey; elsie h. Hillman; kevin p. Kearns, ph.d.; eileen mcconomy; jane scully, rsm; mary ann sestili, ph.d.; regina d. Stover; patricia whalen, rsm; david r. Williams; and judith worden, rsm”

“The organization's financial statements are audited by an independent accounting firm. In addition, the organization has a committee that assumes the responsibility for oversight of the audit of its financial statements and its selection of the independent auditor. This process has not changed from the prior year.”