Park University

“Substantive Changes: Article 4: Amended Duty of Care, Duty of Confidentiality, Duty of Loyalty and Conflicts of Interest section. There is no longer a separate Conflicts of Interest Policy or Disclosure Statement. Article 17: Amended Advancement Committee Charter Article 18: Amended Audit Committee Charter to include Committee review/monitoring of cyber security. Article 21: NEW Strategic Alliances Committee. A full Standing Committee of the Board. Article 22: Amended Indemnification language to include an ERISA fiduciary. Appendix A: Added/deleted defined terms, as referenced in the Bylaws Appendix C: NEW Receipt/Acknowledgement of Bylaws signed by Trustees each year.”

“The information for the form 990 is gathered and prepared by the university finance team and then sent to an independent cpa firm for preparation of the form 990. A draft of the form 990 is then reviewed by the university controller and chief financial officer with the independent cpa firm. Upon resolution of any comments or concerns, the form 990 is placed on the university's secure, confidential, electronic board of trustees portal for review and comment by all members of the audit committee. Upon consensus, the form 990 is approved for filing with the irs and all board of trustees are notified that the form 990 has been posted for their information on the university's secure, confidential, electronic board portal. The board of trustees portal is the channel utilized by the university to provide management and governance information to the board of trustees.”

“The board of trustees (board) of park university has adopted and regularly monitors the implementation, periodic review, and updating, of the park university conflict of interest policy (policy) and conflict of interest disclosure statement (disclosure statement). Every year, each interested person (as defined in the policy), university officers, university trustees, and key employees of the university are required to complete a policy and disclosure statement. In addition, interested persons are required to complete updated disclosure statements at anytime potential or actual conflicts of interest arise. When new trustees are elected to the board and when employees become interested persons, each is required to file a disclosure statement. The assistant secretary collects and the audit committee, along with outside legal counsel, reviews the nature of the conflicts and related information reported on the disclosure statements. The board of trustees has delegated to the audit committee the authority to take actions described below. The audit committee initiates an inquiry into whether a conflict of interest exists. An interested person who is the subject of an audit committee conflicts inquiry may present information relevant to the existence of a conflict of interest. However, the interested person may not participate in the deliberations of the audit committee, and even if the interested person is a member of the audit committee, the interested person may not participate in the deliberations of the audit committee related to the conflict inquiry, and may not vote on any issue related to the conflict inquiry, including the existence of a conflict of interest or any actions to be taken by the audit committee, the executive committee or the board as a result of the existence of a conflict of interest. The chair of the audit committee keeps the board chair, the executive committee, the trusteeship committee, the board of trustees and outside legal counsel apprised of the status of conflict-related inquiries and other conflict-related matters that are within the purview of the audit committee. The audit committee chair, board chair, and other trustees may seek advice from outside legal counsel regarding conflicts related issues. No trustee with a conflict of interest may participate in deliberations or any decision making related to that conflict of interest.”

“The board executive committee functions as the university's authorized body regarding compensation of the university president (who serves as the chief executive officer of the university). No trustee with a conflict of interest to a compensation arrangement may participate in compensation deliberations or in any decision making of the executive committee related to that conflict of interest. The executive committee and the president, with assistance from the chief human resources officer obtain comparable compensation information from a variety of sources, including the most current administrative compensation survey produced by the college and university professional association for human resources (cupa survey). The executive committee also considers compensation data that may be available from other sources such as the chronicle of higher education. The executive committee uses that data in its periodic compensation deliberations. The cupa survey includes data regarding compensation of persons in functionally comparable positions at similarly situated organizations. Deliberations of the executive committee regarding executive compensation are contemporaneously documented and records regarding executive compensations arrangements are maintained.”