Charleston Southern University

“The Executive Committee consists of the officers of the Board and the chairman of the standing committees. The Executive Committee has the power, in the interim of the meetings of the Board of Trustees, to do all acts and perform all duties and services necessary to the operation of CSU within the established policy of the Board. This provision does not authorize any act relating to capital improvements, unless the Executive Committee is given such authority by the Board. All actions of the Executive Committee excercised under this provision are reported to the Board of Trustees at the next regular or special meeting for review and consideration, and whenever necessary for ratification.”

“The bylaws were amended to update the titles and responsibilities of the officers and the process by which they are appointed.”

“The governance of Charleston Southern University is vested in a Board of Trustees, elected by the Messengers to the South Carolina Baptist Convention in the manner and for the terms prescribed in the charter of the institution, in accordance with the action of the Convention. The South Carolina Baptist Convention is an association of cooperating churches which meets annually for two days to conduct Convention business. Each church that contributes to the Cooperative Program and adheres to the Baptist Faith and Message 2000 is allowed to send a delegation of messengers to the annual meeting. Messengers register in advance and credentials are issued (including voting ballots) to qualified messengers.”

“The Messengers to the South Carolina Baptist Convention must approve all changes or amendments to the University's charter.”

“Form 990 is prepared by an independent CPA firm and reviewed in detail by the organization's top management. The reviewed Form 990 is then provided to the board of directors prior to filing with the IRS.”

“All trustees and senior administration are required to submit a written listing of any such interests. Any disclosed potential conflicts are reviewed by the officers of the board. Should any potential conflicts of interest be disclosed, the board member or officer would be asked to refrain from participation in any deliberation or decision with regard to matters affected by the relationship.”

“The independent officers of the board review compensation data for other college and university presidents and annual evaluations of the President's performance which are completed by each board member annually. This data is utilized in setting appropriate compensation levels for the upcoming term of the President's contract. The resulting recommendation is presented to the full independent Board of Trustees for discussion and approval contemporaneously. The approval and discussion is documented in the board minutes. Compensation of the organization's other officers is determined annually by the President considering performance and comparability data for others with similar responsibilities at similar institutions. The President is independent. Deliberations and decisions are documented in the HR files.”

“Governing documents are not available to the general public. The conflict of interest policy and the financial statements are available to the general public upon request.”

“Compensation reported in Part VII, column D is the amount reported on the individual's W-2, box 1 or 5 (whichever amount is greater) per the IRS instructions. In the case of minister's compensation when box 5 of the W-2 is not applicable, box 1 compensation is used. Employee deferrals to qualified retirement plans are normally captured in box 5, not box 1 of Form W-2. For reporting purposes we have included the minister's retirement plan deferrals in Part VII, column F and Schedule J, Part II, column C.”

“Gain on Beneficial Interest in Perpetual Trust 22,157. Unrealized Gain on Interest Rate Swap 4,503,055.”