Centre College

“The Executive Committee 1. There shall be an Executive Committee of the Board of Trustees appointed each year by the Chair of the Board, and approved by vote of the Board. The Executive Committee shall have all the powers of the Board of Trustees when the Board is not in session, except the power to elect or remove the President of the College, to amend the Charter and Bylaws of the College, and to elect new Trustees. 2. The Executive Committee shall consist of nine or more members, including the Chair of the Board, the Vice Chair of the Board and the Secretary of the Board. Any action of the Executive Committee to be effective must be authorized by at least five affirmative votes. 3. Regular meetings of the Executive Committee may be held at such times and places as the Executive Committee from time to time shall fix. Other meetings may be called by the Chair or the President of the College by giving notice at least twenty-four hours in advance by telephone, facsimile transmission, telegraph or in writing.”

“A draft of the form 990 and supplemental schedules are prepared by an independent accounting firm and reviewed by management. The final form 990 and supplemental schedules are provided electronically to the board of trustees prior to filing with the irs.”

“All trustees and officers are surveyed annually, via an extensive questionnaire, to disclose a variety of relationships with each other or directly with the college. This survey is reviewed and maintained by college counsel, and reviewed by both the vp finance and the controller. Those found to have a potential conflict, or the appearance of such, do not participate in final related business discussions or votes.”

“The board of trustees has a committee on compensation and performance evaluation, composed of eight members of the board, which review performance of the president on an annual basis. As part of the evaluation of the president, the committee reviews an expansive report written by the president on the drivers and goals associated with his work, and also reviews objective institutional data. In setting the compensation of the president in the president's current contract, the committee employs an independent consultant who provides an assessment of compensation from comparable presidents at comparable colleges. For the current contract, the consultant provided recommendations to the committee, which then made recommendations to the entire board of trustees. The board of trustees approves the base salary for the president under the current contract and has established a maximum percentage for any annual incentive compensation. Each year, in connection with the evaluation of the president, the committee makes recommendations on any incentive compensation for which the president is eligible, subject to the approval of the board of trustees. Written documentation of contract discussions, approvals, attendance, and actions taken are maintained on campus by a non-board member.”

“The university president reviews and approves compensation of officers and key employees.”

“The organization's governing documents, conflict of interest policy, and audited financial statements are available upon request and on its website.”

“ADJ of Actuarial Liability for annuity obligations - -148923;”