Washington University

“- The Executive Committee is composed of the Chair, Vice Chairs, Chancellor and not less than six voting members of the Board of Trustees appointed by the Board at its annual meeting. The Executive Committee is subordinate and responsible to the Board of Trustees. In the interval between meetings of the Board of Trustees, the Executive Committee has and may exercise all powers of the Board of Trustees except i to approve or authorize amendments to the Charter or Bylaws or other major changes in the organization of the University or, except as authorized or delegated by resolution of the Board of Trustees, the creation of any debt encumbering any property of the University, ii to select recipients of Honorary Degrees, iii to grant diplomas, iv to approve budgets, v to grant tenure, and vi to act on matters as regards which other specific directions have been given by the Board of Trustees.”

“- Officer Kim Walker and trustee David Kemper have a business relationship. Officer Larry Shapiro and Trustee William Wiesmann have a business relationship. Trustees John Beuerlein and Lawrence Thomas have a business relationship. Trustees Gregory Boyce and Hugh Grant have a business relationship. Trustees Andrew Bursky and Steven Rappaport have a business relationship. Trustees Andrew Bursky and Arnold Donald have a business relationship. Trustees David Kemper and Pricilla Hill-Ardoin have a business relationship. Trustees Jerald Kent and Joyce Wood have a business relationship. Trustees Andrew Taylor and David Kemper have a business relationship. Trustees Andrew Taylor and Priscilla Hill-Ardoin have a business relationship.”

“- The bylaws were amended to allow indemnification of university employees, volunteers and agents against expenses from a legal action and defense expenses except for an action instituted by the university and defense expenses are limited pursuant to subsection 3 of Section 351.355 of the Revised Statutes of Missouri except upon affirmative vote of the Board or Executive Committee.”

“- The Form 990 is initially prepared by the Universitys Tax Department and then reviewed by the Universitys auditor. The auditors review is thorough and provides sufficient assurance for them to sign as paid preparers. The return is then reviewed by the Universitys Controller who signs the return and its CFO. It is then reviewed with the Universitys Board of Trustees Audit Committee. Following their review, the final return is made available to the full Board. All reviews take place prior to filing the return.”

“- The University regularly monitors and enforces compliance with its conflict of interest policies COI Policies, which include the Policy on Institutional Conflict of Interest, Research Conflicts of Interest Policy and the Policy on Conflicts of Interest in Clinical Care. Each of the foregoing COI Policies established a dedicated committee, comprised of faculty and staff, to assess the financial relationships of faculty and determine whether a COI exists and a management plan warranted. Faculty involved in research are required to disclose annually their financial interests or within 30 days of a new financial relationship. The financial disclosures are circulated to the three COI committees for COI evaluation. The Research COI and the Institutional COI committees regularly monitor faculty compliance with their management plans. If the committees determine that a faculty member is not in compliance with a management plan, the matter is investigated by the committees and appropriate action taken. The University Compliance Office annually audits clinical faculty members compliance with management plans imposed by the Clinical COI committee. Any noncompliance is addressed and remediated by the faculty members department.”

“- contd Disclosures by staff employees are made to their immediate supervisors. Disclosures by officers and Deans are made to the Chancellor for resolution, and the Chancellor reports on those and his own disclosures to the Chair of the Board. The Board of Trustees has approved a separate conflict of interest policy applicable to its members. Under that policy, members of the Board are required to make annual disclosure of existing or prospective matters that reasonably create an actual or potential conflict of interest involving the University including 50 or more affiliated entities and the member including certain affiliated business entities and family members. With certain limited exceptions, that policy further requires a member to be excused from participation in or vote on a matter with respect to which she/he has a conflict of interest.”

“- The recommended compensation of the Chancellor and all officers and key employees collectively, the executive group is reviewed and approved annually by the Compensation Committee, a committee of independent voting members of the Board of Trustees. The Committees discussion and review includes examination of multiple third-party sources of comparator market data specific to those institutions with which the University compares itself. Additionally, the Committee has available market data provided by industry specific professional organizations and the Executive Compensation Report published annually by The Chronicle of Higher Education. The Chairman of the Board of Trustees makes a recommendation to the Committee for the Chancellors compensation. The Chancellor recommends to the Committee the compensation of all officers. The Committees deliberations and decisions are contemporaneously substantiated in its minutes.”

“- The University makes its charter, conflict of interest policy, and annual reports available to the public through the University website see 990 Page 1 Box J.”

“- Column D - Reportable compensation for officers Blasingame and Cannon include a distribution or vesting of amounts under nonqualified deferred compensation plans reviewed and approved by the Compensation Committee of the Board of Trustees, individually or as part of their overall compensation. The amounts distributed or vested, among other amounts, are reported on Schedule J, Part II, column Biii.”

“- Column F - The other compensation reported for officer Wrighton includes, among other amounts, the annual increase in value of a defined benefit plan. The university has agreed to supplement officer Wrightons retirement income contingent on continuing service as Chancellor, based on an annual accrual of 3 of final average earnings.”

“- contd encompass most areas of scholarship and professional training, with interschool centers and institutes, libraries, computing facilities, athletic programs and undergraduate and graduate housing. The University offers undergraduate and graduate degrees and sponsors interdisciplinary institutes and centers engaged principally in research and advanced training. Many educational programs include one or more practicum or experiential learning components. The School of Medicine WUSM is among the leading medical research institutions in the nation. WUSM carries out its educational, research, and clinical programs through 20 departments, 60 divisions, and 4 programs in allied health professions, and provides patient care as part of its educational and research programs. WUSM provides emergency and non-emergency medical care to all patients in its community, including those who are underinsured and non-insured as well as those who have adequate insurance coverage or the ability to pay for such care.”

“- Volunteers support and benefit the organization in a wide variety of activities, programs, and services, including service as Trustees or advisors who receive no compensation for their service on various University Councils. The total count provided is an estimate based on surveying departmental administrators.”

“- Washington Universitys mission is to discover and disseminate knowledge, and protect the freedom of inquiry through research, teaching and learning. Washington University creates an environment to encourage and support an ethos of wide-ranging exploration. Washington Universitys faculty and staff strive to enhance the lives and livelihoods of students, the people of the greater St. Louis community, the country, and the world. Our goals are to welcome students, faculty, and staff from all backgrounds to create an inclusive community that is welcoming, nurturing, and intellectually rigorous to foster excellence in our teaching, research, scholarship, and service to prepare students with attitudes, skills, and habits of lifelong learning and leadership thereby enabling them to be productive members of a global society and to be an institution that excels by its accomplishments in our home community, St. Louis, as well as in the nation and the world. To this end we intend to judge ourselves by the most exacting standards to attract people of great ability from diverse backgrounds to encourage faculty and students to be bold, independent, and creative thinkers to provide an exemplary, respectful, and responsive environment for living, teaching, learning and working for present and future generations and to focus on meaningful measurable results for all of our endeavors.”

“- ACADEMIC SUPPORT Represents primarily administrative activities that directly support program services but do not qualify as management and general costs. Significant components include the central and school libraries, animal care, environmental compliance, the Deans offices, school information systems, school-specific human resource activities, and human research participant protection.”

“- Chile, China, France, Germany Italy and Spain.”

“- 1,771,000 of changes, reclassifications in split-interest agreements and 1,083,412 change in uncollectible pledges are included in the amount entered on line 9.”