Marietta College

“There shall be a standing Executive Committee composed of the Chairperson and Vice Chairperson of the Board; the President of the College; the Chairpersons of the Committees on Academic Activities, Administrative Operations, Development, Finance and Trusteeship; and the Secretary and Treasurer of Trustees. A quorum shall consist of five members of the Executive Committee. Any other Trustee may attend meetings of the Executive Committee and participate in all discussions. The Executive Committee shall be, and is hereby, vested with all the powers and duties of the Board of Trustees, between Board of Trustee meetings except Secured Loans and changes to the bylaws. While vested with broad authority, the Executive Committee shall be expected to exercise sound discretion in determining those matters which should and can reasonably be postponed until the next meeting of the board. The Secretary, or in his or her absence, the Assistant Secretary, shall act as Secretary at meetings of the Executive Committee and shall keep the minutes of the proceedings, which minutes shall be transcribed and mailed to all members of the Board of Trustees prior to the next meeting.”

“TONI ROBINSON-SMITH - Family relationship, EDGAR L. SMITH, JR. - Family relationship”

“A Draft of the Form 990 is prepared by the Financial and Business Services staff and an independent accounting firm. Prior to filing, the Draft 990 is provided to the CFO and President for review. The Audit Committee, on behalf of Board of Trustees, reviews the Form 990 prior to filing. An electronic copy of the Form 990 and supplemental schedules is then provided to all Trustees prior to filing with the IRS.”

“Covered Individuals: An individual that is a 1) current officer, trustee or key employee; 2) former officer, trustee or key employee depending on current compensation arrangements; and 3) one of the top five paid individuals outside the groups in (1) and (2) above. College officers shall refer such conflicts as they are unable to resolve to the President and or Audit Committee for his or her recommendation. Covered individuals who have declared or have been found to have a conflict of interest shall refrain from participating in consideration of proposed transactions, unless for special reasons the board of trustees or administration requests information on interpretation. A trustee shall not vote on any matter under consideration at a board of trustees meeting in which said trustee has a conflict of interest, nor shall said trustee be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that a disclosure was made by the trustee having a conflict of interest and that this trustee abstained from voting and was not counted in determining the quorum for the meeting. Trustee committees and their members shall also operate under the procedures outlined above.”

“Compensation for the College President is established by the College Board of Trustees and documented in a multi-year employment contract. All compensation levels are compared to published industry data (primary source - College & University Professional Association for Human Resources) for reasonableness. The process is undertaken annually”

“Compensation for the administration is established by using 80% of the median for each specified (and matched) position as reported by CUPA-HR for private independent colleges with the same enrollment and budget category as MC (national pool). Marietta College matches each position description to corresponding descriptions provided by CUPA-HR in their annual salary surveys. The above process is completed on at least an annual basis for all positions. Information is reviewed by the President's Cabinet and presented to Administrative Operations Committee of the Board of Trustees for review and discussion. Documentation of the review is maintained by HR and are in the minutes of the applicable Board of Trustees committees.”

“Available at main address or provided in electronic format upon request.”

“Change in perpetual trusts held by others - -1882887; Actuarial adjustment of split interest agreements - -68110; Postretirement liability related changes other than periodic costs - -307680;”