Goucher College

“After review by the Audit Committee, the complete Form 990 and Form 990T were distributed electronically to all members of Board of Trustees for a period of review and comment lasting 7 days. At the conclusion of the periods of comment and review, a meeting of the Audit Committee of the Board of Trustees was convened to review and revise (if necessary) the Form 990 and 990T. The Forms were approved for Filing by the Audit and Governance Committee of the Board of Trustees on July 13, 2020.”

“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 known material financial or other interest of the trustee, officer or key employee or a family member in any transaction or business relationship the College has or is considering, including material financial or other interests in any outside entity involved in such transaction or relationship. General Counsel of the College reviews the disclosure forms and reports any disclosures to the Audit 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 the key employees, and the policy itself is reviewed on a regular basis and revised as necessary.”

“Each year the College President distributes to the Board of Trustees the President's Goals and Objectives ("Goals and Objectives") for the upcoming year, as well as provides periodic updates on current year goals. Each spring Goucher receives data from the College and University Professional Association (CUPA) on compensation at comparable institutions, including Goucher's peer group, other local colleges, and prospective overlap institutions. The Vice President for Human Resources Director 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. Meeting minutes are maintained to document each Committee's review and action. 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. A copy of this report is maintained in a confidential file kept by the General Counsel to memorialize the review.”

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

“After review by the Audit Committee, the complete Form 990 and Form 990T were distributed electronically to all members of Board of Trustees for a period of review and comment lasting 7 days. At the conclusion of the periods of comment and review, a meeting of the Audit Committee of the Board of Trustees was convened to review and revise (if necessary) the Form 990 and 990T. The Forms were approved for Filing by the Audit and Governance Committee of the Board of Trustees on July 13, 2020.”

“Changes in fair value of interest rate swap agreement”