Lewis University

“The university is sponsored by the christian brothers of the midwest, inc. Pursuant to the sponsorship covenant signed in august 2001, the following significant legal aspects are incorporated into the document: 1. Board membership - 6 members are to be christian brothers 2. Reserved powers for the christian brothers regarding: (a) to sell, transfer, or encumber real property assets of the university; (b) to dissolve the corporation or close the university; (c) to merge with another corporation or educational entity; (d) to amend the by-laws or the corporate charter of the university; (e) to change the catholic character or the christian brothers' sponsorship of the university; and (f) to change the requirements of having a christian brother as president of the university. 3. It is preferred that the president of the university shall be a christian brother, presuming he is equally or more qualified than other candidates, unless the board of trustees, with the concurrence of the provincial of the christian brothers, determines that no qualified christian brother is available to serve in this capacity.”

“The irs form 990 is electronically sent to all audit committee members for review. It is also made electronically available to all board members. Approximately two weeks later, the return is electronically filed.”

“The conflict of interest forms completed by the board of trustee members, the administration and others involved in providing goods and services for the university are reviewed by purchasing and business office personnel as well as senior management. Several levels of review are established to detect conflict of interest situations before contractual relationships are entered into. In addition, board of trustee conflict of interest forms are reviewed by the audit committee chair.”

“In determining the compensation for the president of the university, the board seeks to provide compensation to the president which is fair and reasonable and based upon performance committment and available resources. The amount of compensation should generally be within the range of peer and area schools. In determining compensation, a compensation committee comprised of the chair and vice chair of the board of trustees and the board treasurer review in detail compensation information contained in peer and area schools on their respective irs form 990 as well as chronicle of higher education executive compensation survey results. In addition, the university contracted with an outside firm to study and aid in the determination of executive pay. The compensation committee then prepares recommendations to the executive committee of the board of trustees who make the final determination regarding compensation of the president. The compensation committee also is available to address other compensation matters as requested by the president.”

“Irs form 990, articles of incorporation, university by-laws, human resources (policy) manual, and university audited financial statements are available for review by request to the senior vice president/ chief financial officer of lewis university, one university parkway, romeoville, illinois 60446.”

“Gain on interest rate swap agreements 581,882.”