Westminster College

“The executive committee shall be invested with all the powers of authority of the board of trustees when the board is not in session except as may otherwise be provided in these bylaws, provided that the executive committee shall have no authority to rescind or cancel any resolution theretofore adopted by the board of trustees relating to the membership, powers or duties of the executive committee or to amend the articles of incorporation. The executive committee did not exercise this authority during the fiscal year.”

“Changes to by-laws: section 5. No person shall be eligible for re-election as a trustee after serving two (2) consecutive terms (regardless of the length of the initial term) until after one year's absence from the board. An exception to this rule shall be for the chair and vice chair, whose years of service while chair or vice chair shall not be counted toward one's term of service as prescribed in article ii, section 3. Section 1. There shall be the standing committees specified in this article. In addition, there may be such other special or ad hoc committees or subcommittees of standing committees as the board of trustees may establish from time to time for the discharge of particular duties. The chair shall be a voting member of each committee established by or under the authority of this article. Except as is otherwise provided in section 2 below, the chair and vice chair of each standing or other committee shall be elected by the board at least annually and all other members of standing or other committees shall be appointed by the board chair. The chair of any committee may invite such officers, faculty members, staff members, students or others to attend and participate in the meetings of the committee, without a vote, as the chair shall desire to assist the committee in the performance of its duties. In exceptional cases in which a committee would benefit greatly in fulfilling its duties (e.g., when particular expertise is needed), the board may, upon the recommendation of the relevant committee chair and as approved by the governance committee, elect a non-trustee to serve on the relevant committee (excepting the executive and governance committees).”

“The westminster financial management team reviews the form 990 and seeks input regarding the same from the president. The college's trustees are provided with access to a secure website where they are able to review a draft of the college's tax return for the year ended june 30, 2015. The college's trustees are invited to participate in a teleconference with members of the college's administration who are responsible for preparing the college's tax return. During the teleconference, the college's financial administrators review the draft of the tax return. Website access to a complete copy of the form 990 is provided to the trustees prior to the filing of the return with the internal revenue service.”

“The college has a formal conflict of interest policy. Every trustee and officer along with employees who meet the criteria as defined: employee: an employee of the college who has authority to expend college funds or to incur contractual liability on behalf of the college are required to annually (1) review the college's conflict of interest policy, (2) disclose to the best of his/her knowledge any business, personal, family and not-for-profit relationships that could reasonably give rise to a conflict of interest, (3) summarize in writing any potential conflict of interest as may already exist, and (4) acknowledge by signature on a disclosure form that he or she acted in accordance with the letter and spirit of the policy. The employee disclosure forms are submitted to the college's director of human resources and the disclosure forms for trustees, officers and key employees are submitted to the chair of the college's finance, audit and compliance committee. The chair of the board of trustees and the chair of the finance, audit and compliance committee are responsible for determining whether or not certain relationships give rise to conflicts of interest. The chair of the finance, audit and compliance committee delivers a conflict of interest report to the executive committee of the board of trustees annually.”

“The compensation for the president of the college was determined by a specially appointed committee of the board of trustees who was empowered by the board of trustees to negotiate an employment contract with the president. The members of the special compensation committee were independent, none were compensated by the college, nor does a compensation arrangement exist between the college, family members of the compensation committee or any business in which any of their family members have an interest. When the president's employment agreement with westminster college was renewed on november 1, 2010, the committee reviewed the compensation paid to the presidents of the 30 colleges to which westminster regularly compares itself with respect to tuition and fees, endowment returns and other metrics. Based on this data, the committee was satisfied that the compensation offered to dr. Dorman reflected the fair market value for the services to be rendered to the college. The agreement executed between westminster college and dr. Dorman extended the employment of dr. Dorman to serve the college pursuant to terms and conditions of the agreement as president of the college until june 30, 2016. The president's base salary shall be subject to annual reviews by the governance committee or its designee, and may be increased with the approval of the executive committee. For key employees: the college determines the compensation for its key employees based on the compensation reported on form 990 for the college's peer institutions. The college has identified 30 peer institutions that have characteristics such as enrollment, endowment, student body, etc. That are similar to the college's characteristics. In addition, the college also uses a compensation survey of higher education institutions which provides a broader basis to help assess the reasonableness of the compensation of the college's key employees.”

“Governing documents, conflict of interest policy and financial statements are made available upon request. In addition, the college's financial statements may be viewed on the electronic municipal market access website at http://emma.msrb.org/.”

“The following members serve on the westminster board of directors as associate trustees but have no voting rights: timothy cuff, karen campman emmett, christian friday, patrick krantz, maria mctighe, katherine robertson, bret zimmerman the following members serve on the westminster board of directors as trustees emeriti but have no voting rights: robert bruce, leonard carroll, james dewar, robert gardner, george greer, ann haldeman, george herchenroether, carolyn jones, joseph mack, robert patton, j. Fred rentz, richard white, martha wile, donald cardinal wuerl”

“Westminster college is no longer partnered with the k-12 teachers alliance (kta). This partnership was used to reach a larger population of students by offering off-campus cohorts at various locations. The graduate school at westminster college is now handling everything internally. Two new positions were created to assist in this transition.”

“Changes in unrecognized pension benefit plan costs -471,449.”

“The college's finance, audit and compliance committee assumes the responsiblity for oversight of the audit and of its financial statements and its selection of the independent auditors. This process has not changed from the prior year.”