The Lovett School Inc

“Two active trustees jointly own a business not related to the school. This business had no transactions with the school.”

“DURING THE YEAR, THE SCHOOL RESTATED ITS BYLAWS. THE AMENDED AND RESTATED BYLAWS OF THE LOVETT SCHOOL, INC. HAVE BEEN MADE AS FOLLOWS: to change the length of each Trustee Term from four (4) years to five (5) years; to reconstitute the membership of the Compensation Committee; to provide specific guidelines for the Compensation Committee to follow in an effort to insure compliance with IRS Guidelines for determining executive compensation paid in non-profit entities which have been granted tax exempt status; to provide for the Governance Committee to provide information regarding prospective candidates for election as Trustees sufficiently prior to any vote by the Board that such prospective candidates may be vetted and commented upon by any Trustees desiring to do so; to add the "Work, Wealth and Wisdom" standard employed so successfully by Bob Glenn, former Trustee and Governance Committee Chair, as a standard to be considered by the Governance Committee when selecting a slate of Trustee candidates; to clarify the duties of the Audit Committee; to require all policies adopted by any Standing Committee or Special Committee to comply with the Amended and Restated Bylaws, the Restated Articles of Incorporation, the Georgia Non-Profit Code, and all other applicable Legal Requirements, and to require that all such policies be approved by the Executive Committee or the Board;”

“The School's Audit Committee reviews and approves the form 990 and then provides copies to the full Board prior to filing.”

“Annually all members of the Board of Trustees, key employees, and highest compensated employees complete a conflict of interest and family and business relationship disclosure.”

“Annually, the compensation of key employees and the top ten compensated employees are reviewed and approved by the Executive Committee of the Board. Compensation is compared to similar positions at other peer schools and compensation surveys conducted by school associations.”

“The School's form 990, governing documents, conflict of interest policy, and financial statements are made available upon request.”

“The Governance Committee shall present to the Board nominations for Trustees and officers to be elected by the Board. The Committee shall furnish information relating to the background and qualifications of all such nominees with the notice of the Board meeting at which an election or appointment is scheduled to be considered by the Board. The Committee, on an on-going basis, shall determine the characteristics and profile for Trustee candidates and shall maintain a current profile of the Board's membership composition to guide the selection process. The Committee shall annually review and evaluate the performance of incumbent Trustees and Board officers whose terms expire during such school year and who are eligible for reelection, and shall develop and help administer a program of orientation with the Board Chair and the CEO and Head of School for newly-elected Trustees.”

“Board Standing Committees (and Board Special Committees when and if created) are authorized to make certain recommendations to Executive Committee of the Board of Trustees or to the full Board of Trustees as provided in the School's corporate bylaws, but such Board Standing Committees and, if applicable, Board Special Committees are not authorized to make any final decisions or approvals on behalf of the School except in certain limited circumstances. All final decisions and approvals on behalf of the School are made by the Executive Committee of the Board of Trustees or by the full Board of Trustees as provided in the School's corporate bylaws, except for a limited number of final decisions and approvals authorized to be made as specified in the School's corporate bylaws by the Endowment Standing Committee or by the Audit Standing Committee, as applicable.”

“Total fundraising expenses incurred of $3,017,227 are almost entirely internal expenses of the School and include direct and indirect expenses. Direct expenses are attributed to the School's advancement department operating expenses, including expenses for advancement department personnel. Indirect expenses (i.e. depreciation) are allocated by the School's management based upon identified cost drivers associated with fundraising and the School's advancement department.”

“Interest swap gain 2,133,585. Change in allowance for doubtful accounts 369,565.”