North Central College

“Material Differences in Members' Voting Rights There were 36 voting members at the beginning of fiscal year 2014 and 33 voting members at the end of fiscal year 2014. John Giannini is now an honorary board member. Steve Bergerson and Beth Zimmerman are Life Trustees. The President and 6 other members of the Board have a conflict based on the criteria provided. Executive Committee Membership: There shall be an Executive Committee of up to thirteen members, composed of the Chair, the four Vice-Chairs, the Secretary, the audit committee chair, the President of the College and up to five at-large members. A quorum shall consist of seven members. Duties: The Executive Committee shall transact such business as may be referred to it by the Board of Trustees, and any other business which the interests of the College may require during the intervals between meetings of the Board. It shall hold such meetings as it may deem desirable, and shall keep an accurate record of its proceedings and receive approval of these minutes at the next regularly scheduled meeting of the Board. The Secretary of the Board shall mail the record of the proceedings of each meeting within forty-five days to all members of the Board and to such other persons as the Committee may designate. The Committee shall annually set by June 30 the salary and benefits to be provided the President of the College for the following fiscal year.”

“Family Relationships TRUSTEE JEFF OESTERLE HAS A BUSINESS RELATIONSHIP WITH TRUSTEE SCOTT WEHRLI. TRUSTEES KEVIN GENSLER, RAY KINNEY, AND SCOTT WEHRLI HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER.”

“Form 990 Review Process A review was conducted prior to filing the 990 with the IRS. The Assistant VP of Finance/Comptroller and Assistant Controller gather all information from various areas of the college and submit to tax professionals for the first draft of the 990. The Assistant VP of Finance/Comptroller and Assistant Controller review and make necessary changes. The second draft was reviewed by the VP for Business Affairs and the College President. Again, updates and changes were made if necessary. A final draft was sent via email to all voting board members for their review. If any changes were required after board review, they were sent to the tax professionals for incorporation into the Form 990.”

“Conflict of Interest Policy Monitoring & Enforcement The conflict of interest statements are sent to each board member with the May board packet, which includes reading materials for the upcoming meeting. All board members are expected to return the conflict of interest statements at the May board meeting, if not sooner. A process has been established to follow up with any members who have not returned the conflict of interest statement within the given parameters. The college monitors conflicts of interest by sending out a questionnaire annually, as well as at every meeting the question is raised. If a conflict arises, that individual is prohibited from participating in the governing body's deliberations and decisions in the transaction under discussion.”

“Process for Determining Compensation The Compensation Committee (a sub-committee of the Board) is responsible for determining the President's salary and reviewing the Vice Presidents' salaries. The Compensation Committee works with Human Resources (and possibly outside consultants) to obtain comparable salary/benefit data from organizations such as College and University Personnel Association (CUPA), in order to establish appropriate salary/benefit packages. The Compensation Committee consists of the Chair of the Board and two active trustees, who are not related to the President or Vice Presidents and do not perform management-directed services to the College. The College has an annual review of their compensation process. Annually, the Executive Committee reviews the Compensation Committee's recommendations and approves the President's compensation. The Vice Presidents' compensation is brought before the Board of Trustees in an executive session at the fall meeting. Contemporaneous documentation is maintained for all compensation decisions.”

“How Documents are Made Available to the Public The conflict of interest policy, financial statements and public disclosure copies of the 990 and 990T are available to the public at North Central College's website, www.noctrl.edu.”

“SUPPLEMENTAL DESCRIPTION - OTHER Other Changes in Net Assets or Fund Balances Change in fair value of interest rate swap agreement -$2,295 Change in value of split-interest agreements $763,841 Total increase in net assets or fund balances $761,546”