Washington and Lee University

“PART VI, QUESTION 2 FAMILY OR BUSINESS RELATIONSHIPS THE COMPANIES OF TWO TRUSTEES HAVE PARTICIPATED TOGETHER IN OIL AND GAS INVESTMENTS. ONE TRUSTEE OWNS AN INTEREST IN AN OIL COMPANY THAT DOES BUSINESS WITH ANOTHER TRUSTEE'S COMPANY. THE UNIVERSITY HAS NO INVOLVEMENT WITH EITHER COMPANY. ONE TRUSTEE'S INSURANCE BUSINESS PROVIDES SERVICES TO A COMPANY FOR WHICH ANOTHER TRUSTEE IS PRINCIPAL. BOTH COMPANIES RECEIVE FAIR MARKET VALUE FOR THE SERVICES PROVIDED. THE UNIVERSITY ALSO RECEIVES FAIR MARKET VALUE RATES FROM THE COMPANY FOR WHICH THE TRUSTEE IS PRINCIPAL. PART VI - GOVERNANCE, MANAGEMENT, AND DISCLOSURE PART VI, QUESTION 11 990 REVIEW THE 990 IS PREPARED BY THE UNIVERSITY BUSINESS OFFICE AND REVIEWED BY MANAGEMENT. AN OUTSIDE ACCOUNTING AND TAX FIRM COMPILES THE 990 FORMS AND PROVIDES ADDITIONAL CLARIFICATION. THE AUDIT SUBCOMMITTEE OF THE FINANCE COMMITTEE REVIEWS AND APPROVES THE FORM 990, AFTER WHICH A COPY IS provided TO THE ENTIRE BOARD OF TRUSTEES.”

“Part vi, question 12 conflict of interest policy the conflict of interest and transactions with interested persons policy imposes a continuing obligation to disclose potential conflicts to the office of general counsel of the university. The controller will advise the chair of the trusteeship committee (for trustee and interested person disclosures) or chair of the audit subcommittee of the finance committee (for employee disclosures) regarding any potential conflicts of interest among these persons. The trusteeship committee for trustees and interested persons and the audit subcommittee for employees, have the authority to oversee and decide whether an individual covered under the policy should disclose his or her interest to the board and recuse him or herself in matters where a potential conflict may exist. They also decide whether any disclosed potential conflicts rise to the level of excess benefit transactions or unmanageble conflicts. The general counsel will make a permanent record of disclosed potential conflicts, which is available to any trustee or other persons authorized by the chair of the trusteeship committee and audit subcommittee. The policy defines the means to disclose, resolve and manage real, apparent or potential conflicts. A conflict of interest policy is in place for all other employees and financial and financial aid personnel review their respective codes of conduct/ethics annually.”

“Part vi, question 15 executive compensation the policy on "guidelines for reviewing executive compensation" outlines the process to be followed. The board of trustees executive committee is charged with thoroughly reviewing the president's compensation, as well as, assessing and approving the reasonableness of the compensation. After review and recommendation, which includes evaluation of market and comparison to peer schools, the full board of trustees approves compensation for the president. They also conduct a thorough review of the president's performance from the prior year at this time. The university general counsel records minutes of the meetings regarding the president's compensation, and retains copies of the performance reviews. For other executives and officers, the president and executive director of human resources review financial budgets, employee performance, and benchmark data for similar positions at peer schools to determine reasonableness of compensation.”

“Part vi, question 19 availability of documents the university makes its governance documents, such as the charter and bylaws, available on the university website under "the office of general counsel, policies and legal notices, board policies and statements". The conflict of interest policies, statement of ethical principles, codes of conduct/ethics are also posted at the same website address. Financial statements are summarized on the office of the treasurer web page. Copies of audited financial statements are available upon request from the university treasurer. The university website is www.wlu.edu”

“Mission statement of washington and lee university: washington and lee university provides a liberal arts education that develops students' capacity to think freely, critically, and humanely and to conduct themselves with honor, integrity, and civility. Graduates will be prepared for life-long learning, personal achievement, responsible leadership, service to others, and engaged citizenship in a global and diverse society. Part iii, line 4a program service accomplishments founded in 1749, washington and lee university is named for two of the most influential men in american history: george washington, whose generous endowment of $20,000 in 1796 helped the fledgling school (then known as liberty hall academy) survive, and robert e. Lee, whose presidency and innovative leadership brought the university into the national limelight. Washington and lee is a small, private, liberal arts university nestled between the blue ridge and allegheny mountains in lexington, va. It is the ninth oldest institution of higher learning in the nation. Washington and lee is composed of two undergraduate divisions, the college and the williams school of commerce, economics, and politics; and a graduate school of law. The mudd center for ethics is a resource for students and faculty at all three schools. The school of law is home to the center for law and history, the francis lewis law center and the transnational law institute.”

“In years prior to tax year 2010, the financial statements of the university have been reported on a separate basis, as no other affiliates existed. On november 15, 2010, colonnade restoration, llc, a virginia limited liability company and controlled affiliate of the university, was formed for the purpose of restoring, rehabilitating, constructing and developing the historic buildings on the university grounds known collectively as the colonnade. Colonnade restoration, llc was formed so that the renovation expenditures incurred on the rehabilitation projects designated by the virginia department of historic resources will support virginia historic tax credits certified to colonnade restoration, llc for allocation to its members. The university has no membership interest in colonnade restoration, llc but rather controls the affiliate through various leasing arrangements.”

“The 2013 form 990 for washington lee university was amended for two reasons: 1) the most recent tax-exempt bond issue from july 2013 was omitted from schedule k. 2) on schedule b, the university checked that it met the 33 1/3% support test under irc section 509(a)(1) and 170(b)(1)(a)(vi) and therefore only reported contributions that met or exceeded 2% of total contributions. In order to be able to use this special rule, washington and lee updated schedule a, part ii with financial information from the past 5 years in order to prove that it met the 33 1/3% public support test.”