University of Notre Dame Du Lac

“Sara Martinez Tucker, Trustee and Richard Notebaert, Trustee - Business relationship John J. Brennan, Trustee and James Rohr, Trustee - Business relationship John J. Brennan, Trustee and Scott C, Malpass, Vice President, Chief Investment Officer, and Trustee - Business relationship James Dunne III, Trustee, and James Rohr, Trustee - Business relationship”

“After internal review of the completed Form 990 and external review by the University's outside tax accountants (PricewaterhouseCoopers), the return is presented to the University's Tax Strategy Committee, which includes University officers (Executive Vice President, Vice President for Finance and General Counsel), the Chief Audit Executive, the Controller and members of his tax and compliance staff, and PricewaterhouseCoopers. Following this internal process, the return is presented for review to the Audit Committee of the Board of Trustees, who review the return and discuss it at a meeting prior to filing the return. Upon completion of their review, it is provided to the full Board of Trustees, also prior to the filing of the return.”

“All faculty, staff and students who are in a position to influence or commit resources of the University of Notre Dame are considered "members" who must complete and submit on no less than an annual basis a Conflict of Interest Disclosure Survey. Such surveys are evaluated by the appropriate "Reviewer". Each member's Reviewer depends on whether they are faculty, staff, department chair, or dean, but ultimately all actual, potential, and perceived conflicts of interest are reviewed by the University Conflicts Committee. The Reviewer determines whether an actual, potential, or perceived conflict of interest exists and makes a recommendation to the University Conflicts Committee as to what conditions or restrictions, if any, should be imposed by the University to manage, reduce, or eliminate such conflicts. The Reviewer, with input from the member if needed, develops a Management Plan for submission to the University Conflicts Committee. The University Conflicts Committee then makes a decision regarding disposition of a disclosure based on the Reviewer's recommendation, the details regarding the Member's actual, potential, or perceived conflict of interest, and the proposed Management Plan. Members of the University's Board of Trustees are governed by a separate conflict of interest policy and must disclose all financial interests and material facts pertinent to any potential conflict on their annual Conflict of Interest statement (or whenever potential conflicts arise) to the Audit Committee of the Board. This policy is coordinated, administered, reviewed, and monitored by the University's internal Audit & Advisory Services department. After any discussion or presentation of the financial interests and material facts to the Audit Committee, the individual must recuse himself/herself during the discussion of, and voting on, the potential conflict. The Audit Committee shall assess whether the potential conflict is reasonable and the result of arms-length negotiation conforming to the University's written policies, as well as if the action furthers the University's charitable purposes and is in the best interests of the University. The Chairman of the Audit Committee shall, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement. Should the Audit Committee have reason to believe a Trustee-member has failed to disclose all financial interests and material facts pertinent to a potential conflict of interest, it shall inform the individual of such, and afford the individual the opportunity to further explain all interests and facts pertinent to the potential conflict. If it is determined that an individual has not disclosed all financial interests and material facts pertinent to an actual or potential conflict of interest, corrective action shall be taken as deemed appropriate. The minutes of any meeting of the University's Board of Trustees or other governing board of the University considering a conflict of interest, including committees and sub-committees of such boards, shall include the names of those present for discussion and voting, as well as those recused from the discussion and voting, on any transaction, arrangement, relationship, or other action involving a potential conflict of interest.”

“The Compensation Committee of the Board of Trustees develops, in conjunction with the President, Executive Vice President, and Vice President of Human Resources, an overall Total Reward Philosophy for Key Employees, which supports the University's overall mission, and shall recommend such Total Reward Philosophy to the Board for approval. The Committee acts on behalf of the Board to implement the executive compensation policy, approve executive compensation levels, adopt a benefit and perquisite policy, and justify reasonable compensation paid to the President, Executive Vice President, and Provost of the University, and other persons who are "disqualified persons" under Internal Revenue Code Section 4958 (intermediate sanctions). The Committee researches competitive and reasonable annual base salary levels, annual incentive plans, executive benefit plans, welfare benefits and supplemental benefits of the named executives and other key individuals. Upon completion of the research, the Committee approves the specific levels and amounts of total rewards that will be paid to, or provided for the benefit of, the named executives and other key individuals. The Committee examines the reasonableness of compensation levels. In so doing, the Committee assesses the nature and scope of the position by reviewing the basis on which compensation was paid. This includes a review of compensation for, but not limited to, exceptional performance, additional duties, and/or the unique background, experiences, personal skills and the abilities of the executive, as well as special challenges facing the University that require the use of such attributes or skills. The Committee's evaluation includes valid market data provided by an independent third party consultant that details each compensation component and the total package in light of the University's executive compensation philosophy. The Committee conducts such examination to be able to establish a presumption under Section 4958 that the total reward package offered to "disqualified persons" is reasonable.”

“The University makes its governing documents (http://www.nd.edu/aboutnd/leadership/pdf/bylaws.pdf, http://www.nd.edu/aboutnd/leadership/pdf/statutes.pdf) and financial statements (http://controller.nd.edu/annual-reports/) available to the public on the University's website. Notre Dame makes its conflict of interest policy that applies to all employees available to the public by posting it on the University's website (http://policy.nd.edu/policy_files/ConflictofInterestPolicy.pdf). This information, as well as copies of Form 990 and Form 990-T, is also available upon request. Form 990 is also available on the charity websites Guidestar (http://www2.guidestar.org/) and Charity Navigator (www.charitynavigator.org/). Notre Dame does not make its trustees' conflict of interest policy available to the public.”

“The University of Notre Dame is a Catholic academic community of higher learning, animated from its origins by the Congregation of Holy Cross. The University is dedicated to the pursuit and sharing of truth for its own sake. As a Catholic university, one of its distinctive goals is to provide a forum where, through free inquiry and open discussion, the various lines of Catholic thought may intersect with all the forms of knowledge found in the arts, sciences, professions, and every other area of human scholarship and creativity. The intellectual interchange essential to a university requires, and is enriched by, the presence and voices of diverse scholars and students. The Catholic identity of the University depends upon, and is nurtured by, the continuing presence of a predominant number of Catholic intellectuals. This ideal has been consistently maintained by the University leadership throughout its history. What the University asks of all its scholars and students, however, is not a particular creedal affiliation, but a respect for the objectives of Notre Dame and a willingness to enter into the conversation that gives it life and character. Therefore, the University insists upon academic freedom that makes open discussion and inquiry possible. The University prides itself on being an environment of teaching and learning that fosters the development in its students of those disciplined habits of mind, body, and spirit that characterize educated, skilled, and free human beings. In addition, the University seeks to cultivate in its students not only an appreciation for the great achievements of human beings but also a disciplined sensibility to the poverty, injustice and oppression that burden the lives of so many. The aim is to create a sense of human solidarity and concern for the common good that will bear fruit as learning becomes service to justice. Notre Dame also has a responsibility to advance knowledge in a search for truth through original inquiry and publication. This responsibility engages the faculty and students in all areas of the University, but particularly in graduate and professional education and research. The University is committed to constructive and critical engagement with the whole of human culture. The University encourages a way of living consonant with a Christian community and manifest in prayer, liturgy and service. Residential life endeavors to develop that sense of community and of responsibility that prepares students for subsequent leadership in building a society that is at once more human and more divine. Notre Dame's character as a Catholic academic community presupposes that no genuine search for the truth in the human or the cosmic order is alien to the life of faith. The University welcomes all areas of scholarly activity as consonant with its mission, subject to appropriate critical refinement. There is, however, a special obligation and opportunity, specifically as a Catholic university, to pursue the religious dimensions of all human learning. Only thus can Catholic intellectual life in all disciplines be animated and fostered and a proper community of scholarly religious discourse be established. In all dimensions of the University, Notre Dame pursues its objectives through the formation of an authentic human community graced by the Spirit of Christ.”

“Net gain/(loss) on debt-related derivative instruments -6,560,040. Change in value of split-interest agreements 19,560,450. Net pension and postretirement benefits-related changes -9,866,785. Other non-operating changes in net assets 1,632,658.”