Wake Forest University

“Winston-Salem is a relatively small city, and some of the officers, key employees, and trustees of the filing organization (the "specified group") have routine business dealings with each other. These include the following: some trustees are members or employees of law firms that provide legal services to some of the specified group or to businesses owned or operated by members of the specified group and to the filing organization; and some members of the specified group have banking relationships with banks in which trustees are executives; members of the specified group may also have common investments. Two of the filing organization's trustees, Gerald Roach and John Vann had a business relationship. As noted in the response to Part VI, Question 12, however, the filing organization has a written conflict of interest policy designed to ensure that none of these transactions adversely affects the filing organization. Interested party transactions with the filing organization that meet the required thresholds, if any, are disclosed on Schedule L.”

“Line 11b Explanation - The organization sends a draft of the Form 990 to its governing board (Board of Trustees) prior to its filing, allowing adequate time for follow-up questions and comments. The draft form is reviewed in detail with the Audit & Compliance Committee of the organization's Board of Trustees. The organization provides a complete copy of the finalized Form 990 to the entire Board of Trustees prior to filing the Form 990 with the IRS.”

“The organization requires officers and key employees to annually review the conflict of interest policy and determine and report any potential conflicts of interest. Any potential conflicts noted in the disclosure are reviewed for appropriate resolution. All members of the Board of Trustees are similarly required to determine and report annually, and as they arise, any potential conflicts of interest to the Secretary or to the Chair of the Board of Trustees. Conflict of interest management plans are prepared for all those officers, trustees, and key employees who are found to have conflicts. The conflict management plans are approved by appropriate individuals in accordance with the policy. University officers are asked to certify annually that trustees have not exercised inappropriate influence concerning matters within the conflict management plan. Officers and key employees are monitored by their supervisors and, for the President, by the Chair of the Board.The resolution of potential and actual conflicts is subject to the approval of the Chair of the Board and is reported to the Chair of the Audit & Compliance Committee of the Board of Trustees.”

“An external compensation consultant experienced in higher education compensation presents available total compensation comparability data for the positions for which compensation is being determined. Other sources of data are used as well to supplement this process. The data is reviewed by the Compensation Committee of the organization's governing board at its meetings; none of the members of that committee are employees of the organization. The Compensation Committee of the organization's governing board has been delegated the authority to review and approve compensation. Minutes of the deliberations of the committee are contemporaneously recorded. In the event that any member of the Compensation Committee has a conflict of interest, that committee member does not participate in the deliberation or approval process and their abstention from the process is reflected in the minutes. Form 990, Part VI, Section B, Line 15B An external compensation consultant experienced in higher education compensation presents available total compensation comparability data for the positions for which compensation is being determined. Other sources of data are used as well to supplement this process. The data is reviewed by the Compensation Committee of the organization's governing board at its meetings; none of the members of that committee are employees of the organization. The Compensation Committee of the organization's governing board has been delegated the authority to review and approve compensation. Minutes of the deliberations of the committee are contemporaneously recorded. In the event that any member of the Compensation Committee has a conflict of interest, that committee member does not participate in the deliberation or approval process and their abstention from the process is reflected in the minutes.”

“The organization's Articles of Incorporation are available to the public on request and are available on the website of the North Carolina Secretary of State. The organization's bylaws are not published, but provisions from the bylaws are included as necessary in the organization's policies. The organization's conflicts of interest policy is available to the public on request. The organization's consolidated financial statements are made available to the public on the University's website.”

“Hours Allocated to This and Other Related and Affiliated Organizations: Susan R. Wente, PhD. Filing Organization: 29.3 hours Related Organizations: 10.7 hours Nathan O. Hatch, PhD. Filing Organization: 40 hours Related Organizations: 0 hours J. Reid Morgan Filing Organization: 19.7 hours Related Organizations: 20.3 hours B. Hofler Milam Filing Organization: 36.5 hours Related Organizations: 3.5 hours Anita Conrad Filing Organization: 21 hours Related Organizations: 19 hours Dr. Julie A. Freischlag MD Filing Organization: 2 hours Related Organizations: 21.2 hours Affiliated Organizations:16.8 hours Dr. John D. McConnell, MD Filing Organization: 0 hours Related Organizations: 40.0 hours”

“Julie A. Freischlag, M.D. All compensation provided to Julie A. Freishlag, M.D. was paid by a related organization, Wake Forest University Health Sciences (WFUHS) for her services as an officer of that related organization (and other related and unrelated organizations comprising the academic medical center of which the filing organization's Medical School is a part) and not for any of her services as an officer of the filing organization. Wake Forest University Baptist Medical Center (WFUBMC) is the organization that has been delegated authority to operate WFUHS and the North Carolina Baptist Hospital (NCBH), an unrelated but affiliated organization, nd all of the respective subsidiaries of each of WFUHS and NCBH. WFUBMC's three Members are the filing organization Wake Forest University (WFU), NCBH, and Atrium Health, Inc. Dr. Freischlag is the Executive Vice President of Health Affairs of the filing organization and is also the CEO of each of WFUBMC, WFUHS, and NCBH as well as Chief Academic Officer of the Medical Center and of the Atrium enterprise. Dr. Freischlag's remaining work hours are divided among those entities she serves, and their respective subsidiaries. NCBH is unrelated to the filing organization, thus the hours are not reported in Part VII. John D. McConnell MD All compensation provided to John D. McConnell, M.D. was paid by a related organization, Wake Forest University Health Sciences (WFUHS) for his services as a former officer and current employee of that related organization (and other related and unrelated organizations comprising the academic medical center of which the filing organization's Medical School is part) and not for any of his services as a former officer of the filing organization. Wake Forest University Baptist Medical Center (WFUBMC) is the organization that has been delegated authority to operated WFUHS and the North Carolina Baptist Hospital(NCBH), an unrelated but affiliated organization, and all of the respective subsidiaries of each of WFUHS and NCBH. WFUBMC's three Members are the filing organization Wake Forest University (WFU), NCBH, and Atrium Health, Inc; Dr. McConnell was the Executive Vice president of Health Affairs and CEO of each of WFUBMC, WFUHS, and NCBH through April 26, 2017.”