St Catherine University

“The board of trustees designates four or more trustees, including the chairperson and president to constitute an executive committee. To the extent determined by the board, the executive committee has the authority of the board in the management of the business of the university. The executive committee shall act only in the interval between meetings, and at all times is subject to the control and direction of the board.”

“An affirmative vote of at least four of the sponsorship council trustees shall be required for the board of trustees to act on any matter which substantially affects or alters the mission or catholic identity of the university; selection of trustees; selection or termination of the president; sale or mortgaging of property; major construction contracts or debt in excess of the thresholds established by the national conference of catholic bishops; closing or merging the university; and amendments to the university articles or bylaws.”

“Before filing the tax return, the president and cfo review it. After management approval, the audit committee then approves the tax return as delegated by the board of trustees. The public inspection copy of the tax return is then provided electronically to the full board.”

“St. Catherine university's conflict of interest policy applies to all "interested persons": officers, members of the board of trustees, key employees, and other employees who may influence the actions of the institution. Interested persons are required to complete an annual conflict of interest statement. Periodic reviews are conducted to ensure the institution operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status. If a conflict or potential conflict arises, the interested person alerts the board chair to such conflict before participating in deliberations or decisions on the matter. The interested person is given an opportunity to disclose material facts to the board. If a conflict is found to exist, the interested person may not participate in deliberations or voting on the transaction or arrangement, except to present information to the board. The board chair may appoint a disinterested person or committee to investigate alternatives to avoid perceived or actual conflicts. If the board of trustees, or a committee, believes an individual has failed to disclose an actual or possible conflict of interest, it informs the person, affords the person an opportunity to explain the alleged failure, makes further investigation as warranted, and takes appropriate disciplinary and corrective action. All conflict of interest discussions are documented in the minutes of the board or committee meeting.”

“The board or a committee designated by the board conducts a review of the president's performance on an annual basis. This past year human resources did a review of president compensation from the 990 reports of other higher education institutions and provided a summary to the executive committee of the board. The board reviewed the information provided and determined the appropriate compensation adjustment for the president. This adjustment was incorporated into the president's new salary amount. The salaries of other officers and key employees were determined utilizing the same manner as other exempt and faculty employees. All eligible employees received a flat increase amount to their base salary/hourly wage. The amount available for annual increases was approved by the board of trustees. This process was last completed in 2022.”

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

“Change in fair value of beneficial interest in perpetual trusts -296,409. Change in value of split interest agreements -9,802.”

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