Washington and Lee University

“Part vi, question 2 family or business relationships a trustee has disclosed that he is an employee of m&t bank. Washington and lee university does have a business relationship with m&t. In the spring of 2014, through a competitive rfp process, the university determined to name m&t/wilmington trust as the universitys primary securities broker for gifted securities. The trustee receives no benefit from the relationship. 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. A trustee has disclosed that he is a partner in a firm consulting with w&l its on security risk. The trustee was not involved with in making the contract possible and will receive no direct benefit. This same trustee has also disclosed that he had a niece employed in the office of admissions. His niece is a 2014 graduate of w&l and it is the practice of admissions to hire at least one current graduate for a period of one year, more or less, after graduation. Her employment period was full-time september, 2014 thru september, 2015 and then part-time until leaving on december 4, 2015. A trustee has disclosed that he has been an officer or director of two companies that produce products for which university dining services may use. The university may purchase products from these companies but does so via a wholesale dealer at fair value. A trustee has disclosed that he works for an insurance company which is a subsidary of the universitys main banking relationship. At one time the university used the insurance portion of this company but in 2010 through a competitive rfp process, the insurance relationship was severed at the naming of a new insurance brokerage.”

“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 committee reviews and approves the form 990, after which a copy is distributed through a confidential web portal 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) and chair of the audit 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. The review of presidential compensation includes evaluation of market data and comparison to peer schools. The full board of trustees approves compensation for the president. The board also conducts 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.”