University of Miami

“Family and Business Relationships: Stuart Miller - Trustee, and Steven Saiontz - Trustee - Business Relationship; Charles Cobb-Trustee, Jorge Perez - Trustee - Business Relationship; Phillip T. Frost - Trustee, Phillip T. George - Trustee - Business Relationship; Marc Buoniconti - Trustee, Nicolas Buoniconti - Trustee, Paul DiMare - Trustee, - Business Relationship; Marc Buoniconti - Trustee, Nicolas Buoniconti - Trustee - Family Relationship”

“Charter amended to state the Chair-elect of the Board will take the office of Chair of the Board of Trustees at the close of the next Annual meeting. Bylaws Board of Trustees composition amended to remove the National Trustee classification. Visiting committees removed from committee service requirements. Resignation policy in the Bylaws amended to state in the event a trustee has a significant change in circumstances, the Executive Committee may, at its discretion, decide whether or not to request the resignation.”

“Significant Diversion of Assets: The University became aware during FY 2019, of a $1M theft by a faculty member who submitted false invoices for medical supplies and were paid to a company owned by the faculty member. The case was reported to law enforcement.”

“Board Review of Form 990: Process by which the governing body was provided a copy of form 990 prior to filing: Form 990 is prepared by the University's Office of the Controller and reviewed by KPMG, LLP. Due to schedule constraints of committee chairs and members, the meeting dates for the Audit and Compliance Committee fluctuate from year to year. The University provides Form 990 to the Committee prior to filing. If the Committee's meeting dates do not coincide with the availability of the return, it is provided to the Committee electronically with time provided for questions and comments. Subsequent to the Committee's review a copy of the final return is shared with all voting members of the Board prior to filing.”

“Monitoring and Compliance with Conflict of Interest Policy: The Office of the Secretary of the Board of Trustees sends an annual conflict of interest questionnaire together with the policy adopted by the Board to all trustees, officers and key employees. Once replies are received, they are reviewed by the Vice President and Chief Compliance Officer and the Chair of The Conflict of Interest Sub-Committee. When apparent conflicts arise, the Sub-Committee reviews and makes recommendations to the Executive Committee for management or denial of the relationship or proposal creating the conflict.”

“Process for Review of Compensation of Officers and Key Employees: The Compensation Review Sub-Committee of the Executive Committee reviews a summary of proposed compensation and survey data for any offer to a new officer or key employee of the University, including the President and trustees who are employees of the University. Once the compensation is approved, it is provided to the payroll office as a record of the committee's approval. Minutes of the meeting of the Compensation Review Sub-Committee of the Executive Committee are recorded by the Office of the Secretary. The following process is performed annually, typically at the April/May meeting of the Compensation Review Sub-Committee of the Executive Committee to approve compensation for the President, Executive Vice President and Provost, Senior Vice Presidents, the Vice President, General Counsel and Secretary, Vice President and Chief Compliance Officer, the Intercollegiate Athletic Director, and employees who are current trustees and former trustees for up to 5 years following conclusion of their service on the board: each officer's supervisor completes a written performance review and proposes a salary increase, prior to the meeting. The University participates in an annual comprehensive compensation survey compiled by an actuarial firm. The actuarial firm produces a survey of universities across the United States and, separately, data from for-profit corporations for positions that have a for-profit equivalent. The Compensation Review Sub-Committee of the Executive Committee receives the performance appraisals for each officer, key employee and trustee/employee, the completed survey prepared by the actuary, and the current and proposed salaries and other cash compensation for each officer and key employee, including the President and trustees who are employees of the University. After review and discussion, the Compensation Review Sub-Committee of the Executive Committee approves the compensation for those officers listed above, including the President, who is excused while deliberation about his/her compensation is discussed, and trustees who are employees of the University. Once the compensation is approved, it is provided to the payroll office as a record of the committee's approval. Minutes of the meeting of the Compensation Review Sub-Committee of the Executive Committee are recorded by the Office of the Secretary. The sub-committee reviews executive compensation in April/May as described above.”

“Governing Documents, Conflict of Interest Policy and Financial Statements Made Available to the General Public: The State of Florida, Department of State, Division of Corporations requires an annual registration filing, including any changes to Charter. Once filed, the Charter can be viewed on the State of Florida web site. Financial statements of the university are made available on the University's website. The University's financial statements are also made available to the general public on the federal government's census bureau website. The University's Bylaws and the Board's Conflict of Interest Policy are not made available to the public.”

“Edward A. Dauer is a Trustee and also serves as Research Associate Professor in the College of Engineering. Average hours per week estimate of 40 hours is based on a full time teaching load. Marc Buoniconti is a Trustee and also Senior Director - Advocacy and Donor Relations at the Miami Project to Cure Paralysis. Average hours per week estimate of 40 hours minimum is based on his being a full time, exempt employee.”

“Various Other Adjustments -4,012,236. Other Pension Related Gains / Losses -25,401,744. Refunds of Contributions -159,045.”