La Roche University

“Between meetings of the board, the executive committee shall have general supervision of the administration and property of the university except that unless specifically empowered by the board to do so, it may not take any action inconsistent with a prior act of the board, award degrees, alter bylaws, locate permanent buildings on tax-exempt property held for university purposes, remove or appoint the president of the university, or take any action which has been reserved for the board or exercise such powers as cannot be delegated by applicable law. All executive committee members are members of the board of trustees and include the chair, the vice chair, the chair of the finance committee, the chair of the human resource committee, the chair of trustees committee, the cdp provincial director, the president and a trustee at-large.”

“Lyle and mary elizabeth albaugh are husband and wife and are both members of the board of trustees.”

“Members of the provincial council of the sisters of divine providence have reserved powers, e.g., to accept or reject a presidential nominee, approve sale or distribution of assets, etc.”

“The return is reviewed initially by the university's chief financial officer and is then presented to the audit committee of the board for review and approval. An electronic copy of the return is then provided to each member of the board of trustees.”

“The secretary to the board/general counsel annually compiles, maintains, and screens a list of potentially conflicted entities and individuals, including board members and key employees for possible conflicts of interest. The university takes appropriate disciplinary and corrective action if a person who is covered by the conflict of interest policy fails to disclose an acutal or possible conflict of interest. No person votes on any matter under consideration at a board or committee meeting in which such person has a conflict of interest. The minutes of such meeting will reflect that a disclosure was made and that the person having a conflict abstained from voting.”

“The executive committee of the board of trustees conducts an annual review of the president, which includes an evaluation of the president's compensation. Consideration is given to compensation levels provided to presidents at peer institutions. During the 2015 fiscal year, the university introduced a compensation program which classified each position into a pay grade and compared each pay grade to peer institutions. A benchmark has been established to assess each employee's compensation in future periods.”

“All relevant documents, including the conflict of interest policy are made available upon request.”