Northwestern Health Sciences University

“The chair of the board shall be the chair of the executive committee. The vice chair of the board, the secretary, and the chair of each standing committee of the board shall be members of the executive committee. The board may appoint the immediate past chair of the board as a member of the executive committee with his or her consent. Between meetings of the board of trustees, the executive committee shall have general supervision of the administration and property of the university except that unless specifically empowered by the board to do so, it may not take any action inconsistent with a prior act of the board of trustees, award degrees, alter bylaws, locate permanent buildings on tax-exempt property held for university purposes, remove or appoint the president of the university, or take any action which has been reserved for the board.”

“The finance, facilities, and audit committee of the board review the form 990 and then recommend approval to the board of trustees, the board of trustees are each provided a copy of the form 990 and approve it prior to submission.”

“Trustees and officers of the university are required to complete the university's conflict of interest disclosure form annually by september 1st. All disclosures required under the conflict of interest policy are reported to the secretary of the board of trustees who along with the university's legal counsel and chair will oversee the policy. Individuals found to have a conflict must refrain from participating in consideration of the proposed transaction, unless for special reasons the board or administration requests information or interpretation. The conflicted individual does not vote and is not present at the time of the vote. Actions are reflected in the meeting minutes.”

“The university's executive committee used market analysis conducted using professional compensation surveys to determine compensation for the president. Documentation is included in the board minutes. This process was last conducted for the president in january, 2023. Compensation for other officers and key employees is set by the president and vp of human resources. Comparable data comes from various published salary surveys (cupa, watson wyatt, etc.). Comparable data sources may include other colleges, universities, health care providers and non-profits. Market pricing is done for every position by an outside consulting firm, mra. The human resources dept. Maintains detailed records documenting the methodology for setting compensation for each position. Within the market range for the position, individual compensation is set based on experience and education. This process was last conducted for all positions in january 2023.”

“The university makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Part 1 line 8 prior year reflects the one-time recording of employer retention credit grant of $4,621,097.”

“The process for oversight and selection of an independent accountant has not changed during the tax year.”