Goucher College

“Several changes were made to the Bylaws of Goucher College related to board governance including adding a mandatory retirement age for trustees of 75, revising term length to three years with a four term limit, adding a new category of Charter Trustee, clarifying voting rights and Trustee Emeriti participation, and restricting committee membership to trustees only as required by Maryland state law. In addition, the Audit and Governance Committee was renamed the Audit Committee. Article VII names three officers of the College - the President, Provost and VP for Finance and Administration, whereas previously other vice presidents were named as officers. Article VIII and VII clarifies the responsibility of the president and the board in faculty appointments, promotion, tenure and termination and president's authority in non-officer, senior administrative staff appointments. Lastly, Article XI clarifies the indemnification provision to provide that the board may indemnify senior administrators and employees, in addition to trustees and officers.”

“After review by the Audit and Governance Committee, the complete Form 990 and Form 990T were distributed electronically all members of the 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 and Governance 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 May 13, 2021.”

“Every trustee, officer and key employee is provided a copy of the Conflict of Interest Policy annually 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 and 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 the key employees, and the policy itself is reviewed on a regular basis and revised as necessary.”

“Goucher College uses the median of relevant markets to determine salary for positions. For exempt-level positions, the median of the market for private, independent colleges using CUPA-HR salary survey data is used. For non-exempt positions, both local market data (not higher education specific) and the median for private, independent colleges using CUPA-HR salary survey data is used. Faculty salaries have historically been determined solely by rank; however, beginning in 2021, Goucher College has begun looking at the median of the market for private, independent colleges using CUPA-HR salary survey data by academic discipline. This compensation philosophy was discussed and agreed to by President's Cabinet. A Presidential performance review form is used by the Board to evaluate the president's performance. A copy of the report is maintained by the Associate Vice President for Human Resources.”

“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.”

“Changes in fair value of interest rate swap agreement”