Dominican University

“There are no material differences between voting and non-voting Trustee members who are independent. The non-independent members include the President, Faculty Trustee, and the Executive in Residence Trustee.”

“One Trustee of the Board of Trustees has a family relationship with an officer of the university. The officer can authorize transactions within the home department's account, but does not have access to create or adjust financial records.”

“The Members consist of three to nine persons. Each member shall serve a term of that number of years determined by the Members as the length of term for Members. When vacancies among the members occur by reason of death, resignation, failure of qualification or otherwise, the number shall be reduced by such vacancies until qualified replacements are selected by the remaining members for unexpired terms. The responsibilities of the members include the following: approve the mission of the University; amend, restate or modify the Articles of Incorporation and the Bylaws of the University; approve the acquisition, purchase, sale, mortgage, lease, transfer of real property owned by the University; ratify the appointment; remove or replace one or more Trustees; and to approve any plan of dissolution, merger, consolidation or liquidation of the University. Each member shall be entitled to one vote on each matter submitted to a vote of the Members.”

“The members may appoint, in their sole discretion, different members: (a) when the members, in their sole discretion, decide to increase the number of members (within limitations set forth in article ii, section 1). (b) when vacancies occur by reason of death, resignation, failure of qualification, or otherwise. At all times the members shall be comprised of a majority of persons who are elected officials of the sinsinawa dominican congregation. At all times up to three trustees may be elected by the members of the corporation and such trustees shall be members of the corporation or a sinsinawa dominican or other individual recommended by the members for such terms as may be designated by the members of the corporation (the member designated trustees).”

“The governance decisions are reserved to the Board of Trustees and Management of the University. The responsibilities of the Members include the following: approve the mission of the University; amend, restate or modify the Articles of Incorporation and the Bylaws of the University; approve the acquisition, purchase, sale, mortgage, lease, transfer of real property owned by the University; ratify the appointment; remove or replace one or more Trustees; and to approve any plan of dissolution, merger, consolidation or liquidation of the University.”

“The tax returns are prepared by the Management of the University and reviewed by an independent and external audit firms. These returns are provided, in advance by private email, to the Finance Committee of the Board of Trustees for review, discussion, and acceptance. The Finance Committee reviews and accepts the tax returns to be filed. By private email, a copy of the tax return is made available to all Trustees prior to being filed. Once all reviews are done, and after the Vice President for Finance/Administration's final review, the tax returns are electronically filed with the IRS.”

“The University has a written Conflict of Interest Policy that has been approved by the Board of Trustees. It covers each Board of Trustee Member, Officers, and Key employees (covered members) of the University. The Policy requires, annually, that each covered member reviews the policy and discloses any possible personal, family, or business relationship that could give rise to a conflict involving the University. The scope of the conflict includes any material facts of a proposed transaction, and the covered person's interest or relationship in respect to the transaction. Management of the University follows up to ensure timely responses are received, and reviews the responses to determine whether a conflict exist. If a conflict exist, the covered member (including a Trustee of the Board) must excuse themselves from being included when the Committee takes action on a proposed transaction, but can be included in a quorum count. An Officer or Key employee of the University must treat transactions at arms-length and remove themselves from any judgments or decisions in transactions.”

“Compensation for the President of the University is determined by the Board of Trustees. Annually, they determine the base compensation based on the comparability data provided by the Director of Human Resources. Any bonuses and other indirect compensation is based on meeting stated goals, which are approved by the Executive Committee of the Board of Trustees and included as part of the President's contract. For all other top management positions such as officers, key employees, and academic deans, the President determines the initial compensation based on the data that the Director of Human Resources gathered in relation to market data for similar positions. Annually the Vice President for Finance and Administration and the Director of Human Resources reviews all compensation including the senior or top management for equity and external benchmarks. Any compensation recommendations are approved by the President and the Vice President for Finance and Administration. The compensation review process for the President, Officers, and Key employees is completed on an annual basis.”

“Dominican does not make its governing documents, conflict of interest policy, and financial statements available to the public but they are available upon requests.”

“Total Government grants of $11,598,614 include the following: $7,031,468 in HEERF I and II grant revenues ($4,609,381 of this amount had an expense offset, while $2,422,087 was recorded as revenues only); include $3,964,683 in other Federal Grant revenues; and include $602,463 in Federal Title IV student revenues.”

“During the calendar year 2020 (and fiscal year 2021), the University had a bank account in the United Kingdom for its London program. The University stopped offering the program after the fiscal year 2019 year, and therefore, closed the bank account in London in December 2020. No further programs are to be held in London at this time.”

“Federal HEERF I & II Grants received in fiscal year 2021 were $7,031,468. Of this amount, $4,609,381 was an offset to expenses, and the remaining $2,422,087 was a direct relief of lost revenues, hence, no expense effect.”

“Return on Investments in excess of the Spending Rate = $8,028,608; Change in fair value of beneficial interest in perpetual trust & split-interest agreements = $627,632; Change in fair value of interest rate swap agreements = $2,731,970.”

“Federal Higher Education Emergency Relief Fund (HEERF) Grants I and II expensed were $4,609,381 ($2,703,588 student grants and $1,905,793 of institutional grants); these were offset to HEERF Grant I and II revenues.”