Northwestern University

“Executive Committee of the Board of Trustees is comprised of 18 members of the governing body. The Executive Committee may exercise the power of the Board of Trustees between meetings with respect to ordinary business transactions.”

“Business Relationships: John A. Canning, Jr. and Eugene S. Sunshine John A. Canning, Jr. and Timothy P. Sullivan Lester B. Knight and John A. Canning, Jr. Lester B. Knight and Frederick H. Waddell Lester B. Knight and William A. Osborn Lester B. Knight and T. Bondurant French Lester B. Knight and M. Jude Reyes Lester B. Knight and D. Gideon Searle Lester B. Knight and Christopher B. Galvin Lester B. Knight and A. Steven Crown Lester B. Knight and Charles Tribbett III”

“Business Relationships continued: Edward M. Liddy and D. Cameron Findlay Edward M. Liddy and D. Gideon Searle Edward M. Liddy and Miles D. White William A. Osborn and Edward M. Liddy William A. Osborn and Miles D. White M. Jude Reyes and A. Steven Crown M. Jude Reyes and Frederick H. Waddell Frederick H. Waddell and Charles Tribbett III Jay C. Hoag and M. Jude Reyes Jay C. Hoag and Patrick G. Ryan Jr.”

“A hard copy of the University's final Form 990 (including all required schedules), was provided to each voting member of the University's governing body prior to filing. That version of the Form 990 is identical to the one ultimately filed with the IRS. Prior to providing a copy to the governing body, a draft of the Form 990 was provided for review to the Audit, Risk and Compliance Committee of the Board of Trustees, which is comprised of a subset of members from the governing body who review the accounting procedures and controls of the University.”

“University ByLaws and Statutes require that any conflict of interest of any Trustee, Officer or their immediate families be disclosed to the Board of Trustees in writing. An Officer shall call any conflict of interest to the attention of the President. If the matter is being considered by the Board of Trustees or one of its committees, such Officer is not permitted to participate in or make recommendations about the conflict of interest under discussion, except to the extent the Officer is required by the Trustees or other officers to answer pertinent questions related to the conflict. A Trustee having a conflict of interest shall call it to the attention of the Board or committee and shall abstain on voting on the subject. The Trustee is encouraged to answer pertinent questions when the his/her knowledge of the subject will assist the Board or any of its committees. In addition, Trustees are subject to a Conflict of Interest Policy, which has been adopted by the Board of Trustees, and disclosures are reviewed annually. Potential conflicts of interest of Trustees and Officers are reviewed by the University's General Counsel. Pursuant to the University's staff and faculty Conflict of Interest Policies, employees are required to disclose potential conflicts of interest to the University on an annual basis. Employees receive annual reminders to complete a conflict of interest questionnaire and responses are submitted electronically and reviewed by each employee's supervisor. Potential conflicts are further reviewed by the University's Department of Human Resources and action taken by senior management as needed.”

“The Compensation Committee of the Board includes members of the University's governing body who are not related or controlled by the employees whose compensation they are reviewing. To assess the reasonableness of employee compensation, the Compensation Committee of the Board relies on formal surveys and comparability data prepared and compiled by outside consultants who have expertise in the field of executive compensation assessment and benchmarking. The Compensation Committee of the Board met in June 2012 to review and approve fiscal year 2013 (September 1, 2012 to August 31, 2013) salaries and met in June 2013 to review and approve fiscal year 2014 (September 1, 2013 to August 31, 2014) salaries. Actions undertaken by the Compensation Committee of the Board are contemporaneously documented in the minutes of each meeting. Compensation Committee of the Board reviewed and approved compensation of all current officers listed in Part VII, Section A.”

“Governing documents: The University maintains an Office for University Relations where information requests from the public are processed. The organizing document by which the University was created, its charter, is available upon request. Conflict of Interest Policies: The University's conflict of interest policies for faculty and staff are available on the University's website. Financial Statements: The University's annual audited consolidated financial statements are available on the University's website.”

“The University does not have local chapters, branches, lodges, units or similar affiliates. As described in Schedule F, the University has one international campus, located in Doha, Qatar. The University has a number of affiliation agreements and arrangements with other research and educational institutions but the University does not have authority to exercise supervision and control of such institutions.”

“The University does not have a written policy regarding joint ventures in general. However, joint venture agreements are reviewed by the University's Office of General Counsel to evaluate whether the arrangement furthers the mission of the University and to ensure the safeguarding of University's assets. The University also has guidelines concerning joint ventures in its technology transfer and investment policies.”

“Change in value of derivative instruments 5317000. Change in value of nonoperating items 13868477.”

“The Audit, Risk and Compliance Committee that assumes responsibility for oversight of the audit review, compilation of financial statements and selection of an independent accountant increased in its membership from ten to twelve members.”