Remington College

“The board of directors appointed a 3 member executive committee on april 1, 2011 and granted the executive committee the power and authority to exercise the powers of the full board of directors of the company to the extent authorized by ark code ann 4-33-825. The board of directors appointed a two member audit committee comprised of independent directors on april 1, 2011 and granted the audit committee the power and authority to exercise the powers of the full board of directors of the company to the extent authorized by ark code ann 4-33-825 as to the selection of independent auditors for financial and financial aid audits, consultation with auditors and review and approval of monthly financial statements. The board of directors appointed a 3 member compensation committee comprised of non-employee directors on april 1, 2011 and granted the executive committee the power and authority to exercise the powers of the full board of directors of the company to the extent authorized by ark code ann 4-33-825 with respect to the fixing of compensation for executive officers and other employees of the company.”

“Board members jackson farrow, jr., kevin wilcox and marshall mckissack are all employed by stephens, inc., a privately-held, independent financial services firm. The following are either officers or directors of the company and are also shareholders and either a director or officer of education america, inc.: jerald m. Barnett, jr., reid allison jerald m. Barnett is a member of viratox, llc.”

“The sole member of the college is the education charitable trust.”

“The articles of incorporation of the company provide that the company shall have a member. The company's bylaws provide the member of the company, currently the education charitable trust, has the power to appoint a majority of the members of the board. This power ensures that all actions taken by the board will be approved by disinterested members, i.e. Members with no prior affiliation with the predecessor organization, education america, inc. The company's bylaws also provide that education america, inc. Has the right to appoint two of the company's directors.”

“The arkansas nonprofit corporation act provides that the member of the company may amend the company's articles of incorporation and that the approval of the member is required to make certain amendments to the articles of incorporation. The arkansas nonprofit corporation act provides that the member of the company must approve any merger of the company, any sale or other disposition of substantially all of the assets of the company or the dissolution of the company.”

“The form 990 is reviewed by the controller, chief financial officer, chief executive officer, general counsel and is made available to the directors of the organization prior to being filed.”

“The company has a policy that requires immediate disclosure of any conflict of interest or potential conflict of interest by directors, officers, managers at the time the conflict arises. The company also requires a conflicts of interest disclosure statement to be completed annually. The board has had conflicts of interest presented to them for consideration and approved the terms upon which the conflict would be resolved or disallowed. The ceo of the company has reviewed conflicts presented to him/her where the resolution was within his/her authority in accordance with the conflicts of interest policy and approved the terms upon which the conflict would be resolved or disallowed. All conflicts of interest that might involve a private benefit were also reviewed in accordance with the private inurement policy. Contracts for goods and services purchased by the company are reviewed by the legal department and any that might involve a conflict of interest are reported to the ceo in accordance with the conflicts of interest policy.”

“Changes in compensation of executive officers and the compensation of new executive officers are reviewed by a compensation committee which consists of three disinterested directors of the company. The compensation committee determines whether the compensation is at fair market value based upon the experience levels of these individuals and importance to the operations of the company in the future.”

“All documents are available upon request.”

“The organization did not receive audited financial statements for the tax year ended december 31, 2017 but did receive audited financial statements for the fiscal year ended june 30, 2017. The organization has an audit committee that assumes responsibility for oversight of the fiscal year audit and selection of an independent accountant. The fiscal year audited financials are issued on a separate basis.”

“Bad debt expense -5,356,513. Accrued interest expense -4,356,317. Book/tax difference in amortization expense 9,301,745. Book impairment of intangible -140,000. Tax penalty -31,946.”

“The organization received audited financial statements for the fiscal year ended june 30, 2017.”