Goucher College

“After review by the Audit and Governance Committee, the Form 990, excluding Schedule B (Contributor Information), and Form 990T were distributed electronically to the Board of Trustees on April 20, 2016 for a period of review and comment lasting 7 days. Due to the sensitive nature of the information contained therein, Schedule B was made available only to members of the Audit and Governance Committee and Executive Committee upon request. At the conclusion of the periods of comment and review, a meeting of the Audit and Governance Committee of the Board of Trustees was convened to review and revise (if necessary) the Forms 990 and 990T. The forms were approved for filing by the Audit and Governance Committee of the Board of Trustees on May 6, 2016.”

“Every trustee, officer, and key employee is provided a copy of the Conflict of Interest Policy each spring, and required to complete an annual disclosure form reporting any actual or potential conflicts of interest. General Counsel of the College reviews the disclosure forms and reports any disclosures to the Audit & Governance Committee of the Board of Trustees. Committee members then determine what, if any, action should be taken as to each disclosure, and these actions are implemented by the General Counsel. The policy directs the Committee to review and update the list of key employees, and the policy itself is reviewed on a regular basis and revised as necessary.”

“Early each fall, the College President distributes to the Board of Trustees the President's Goals and Objectives ("Goals and Objectives") for the current year. Each spring Goucher receives data from the College and University Professional Association (CUPA) on compensation of senior management at comparable institutions, including Goucher's peer group, other local colleges and prospective overlap institutions. The Vice President of Human Resources prepares this information for review by the College President and by the Compensation Committee of the Board. In addition, each spring the Chair of the Board asks Board members to supply the Board Chair and the Chair of the Compensation Committee with any comments a Board member may have on the President's performance with respect to the Goals and Objectives. After reviewing all of these materials, the Compensation Committee meets with the President to review the President's compensation recommendations for senior staff and evaluate the President's performance. The Compensation Committee's role with respect to compensation for senior staff is to determine whether any recommendation from the President includes excess benefits. The Compensation Committee then reviews with the President the President' s performance with respect to the President's Goals and Objectives, and then meets in executive session to determine its recommendation for the President's compensation. This recommendation is then considered by the Executive Committee of the Board of Trustees and final action is taken. The Compensation Committee Chair provides the General Counsel of the College with a confidential report of the deliberations of the Compensation Committee and the Executive Committee and of the Executive Committee's action. This report includes the CUPA comparability data on which the final determinations were based. This process was varied in 2014 because the College elected a new President on July 1, 2014. The President's compensation was determined and negotiated during the nationwide search and interview process for the position. The President's compensation package was compared to nationwide data for incoming presidents at private liberal arts schools and approved by the Board of Trustees.”

“The governing documents, conflict of interest policy, and audited financial statements are available to the public upon request. Most College policies and the audited financial statements are also available to the public on the College website, www.goucher.edu.”

“Unrealized gain on interest rate swap agreement of $325,216”