St. Edwards University

“The Executive Committee of the university is composed of at least five voting members of the Board of Trustees, including the officers of the Board and, ex officio, the President of St. Edward's University. Members of this Committee, other than the officers of the Board and the President, are appointed by the Chairperson of the Board, these appointments being ratified by vote of the full Board. The Executive Committee shall exercise all powers of the Board at such times as the Board is not in session, except that it shall not have the power to alter or revoke any previous order, resolution, or vote of a meeting of the Board unless specifically granted such power by the Board. It shall not have the power to elect or remove officers of the Board of Trustees, elect or remove the President of St. Edward's University, or to amend the charter or Bylaws of the Corporation. The Committee shall not act on matters properly the first responsibility of standing committees for review, study, and recommendation to it and/or to the Board, except in emergencies of consequence to St. Edward's University generally. The functions of this Committee shall also include evaluation of the stated mission and goals of the University, evaluation of the various programs of the University and ensuring that these are consistent with the mission and goals of the University. The Executive Committee shall have a standing subcommittee, appointed by the Chairperson of the Board, responsible for reviewing the compensation package of the President and recommending the same to the full committee. The subcommittee will also oversee the compensation packages of senior staff to assure compliance with applicable law, regulation and good practice. Regular and special meetings shall be at the call of the Chairperson or President or upon written request of any two voting Trustee members of the Committee.”

“The Executive Committee of the university is composed of at least five voting members of the Board of Trustees, including the officers of the Board and, ex officio, the President of St. Edward's University. Members of this Committee, other than the officers of the Board and the President, are appointed by the Chairperson of the Board, these appointments being ratified by vote of the full Board. The Executive Committee shall exercise all powers of the Board at such times as the Board is not in session, except that it shall not have the power to alter or revoke any previous order, resolution, or vote of a meeting of the Board unless specifically granted such power by the Board. It shall not have the power to elect or remove officers of the Board of Trustees, elect or remove the President of St. Edward's University, or to amend the charter or Bylaws of the Corporation. The Committee shall not act on matters properly the first responsibility of standing committees for review, study, and recommendation to it and/or to the Board, except in emergencies of consequence to St. Edward's University generally. The functions of this Committee shall also include evaluation of the stated mission and goals of the University, evaluation of the various programs of the University and ensuring that these are consistent with the mission and goals of the University. The Executive Committee shall have a standing subcommittee, appointed by the Chairperson of the Board, responsible for reviewing the compensation package of the President and recommending the same to the full committee. The subcommittee will also oversee the compensation packages of senior staff to assure compliance with applicable law, regulation and good practice. Regular and special meetings shall be at the call of the Chairperson or President or upon written request of any two voting Trustee members of the Committee.”

“Board of Trustees: As provided for in the Merger Agreement, the Provincial Superior of Congregation of Holy Cross Moreau Province and another three active Trustees to be named by the Congregation of Holy Cross Moreau Province are members of the university Board of Trustees. All other members of the Board of Trustees are elected. The Board of Trustees is self-perpetuating and shall consist of Trustees elected by the Board and those persons elected as Emeriti or who sit with the Trustees, ex officio.”

“The Vice President for Finance and Administration (who reports to the university's President) is responsible for overseeing all tax compliance matters for St. Edward's University, including the preparation of the university's Form 990; accordingly, under her direction the university's Form 990 is prepared by the Director of Taxation in the university's Office of Finance and Administration. Thereafter, the university's Form 990 is reviewed by the Director of Taxation's supervisor, the Associate Vice President for Finance. Next, the university's Vice President for Finance and Administration reviews the university's Form 990 one final time before the return is provided to the university's Fiduciary Committee of its Board of Trustees, which has been delegated appropriate authority to review the return on behalf of the university's Board of Trustees. Subsequent to its review, the Fiduciary Committee reports back to the full Board of Trustees regarding its oversight of Form 990, and the final draft of the university's Form 990 (including all required schedules thereto) is provided to the entire Board of Trustees so it is able to make any appropriate inquiries regarding the data contained in the university's Form 990 before the return is filed.”

“St. Edward's University's Conflict of Interest Policy is applicable to all members of the university's Board of Trustees and Officers. A conflict is deemed to exist in the event that a Trustee, Officer or family member of either is affiliated with an organization that may transact business with the university. The policy defines "Trustee", "Officer", "family members" and "affiliation". Disclosure of any/all of these types of relationships or the appearance of such relationships is required to be made annually by September or as soon as a potential conflict arises. These disclosures are made in writing on the St. Edward's Conflict of Interest form and submitted to the Chief of Staff in the Office of the President for trustees. After collecting the Conflict of Interest forms, the Chief of Staff provides the President and Chair of the Board with a report stating whether or not there are any conflicts. If any potential conflicts are disclosed, university's legal counsel is to be notified. Counsel will in turn determine if an actual conflict exists. If a conflict is determined to exist with a trustee the matter is reported to the university President and Board Chair. If a conflict is determined to exist with a university officer, the matter is reported to the university President. In either case, the individual(s) receiving the report must take all appropriate action.”

“For the university President and key employees, the university engages national search firms to solicit candidates who meet the established criteria for the open position. As part of the work performed by these firms, a salary range acceptable to the university is determined and compared to industry data. All work performed by the national firm is reviewed by an internally appointed search committee. Once individuals are hired, any increase in compensation for key employees is approved by the President. Compensation increases for the President is approved by the Board of Trustees.”

“The university makes the following items available to the general public: Governing Document - maintained on file in the university library. Conflict of Interest Policy - maintained with the governing documents in the university library. Financial Statements - available upon request from the Office of Vice President for Finance and Administration.”

“George E. Martin: Included in Column [D] is a taxable housing allowance of $45,000, taxable automobile allowance of $4,068, taxable long-term disability insurance of $380, taxable employer provided life insurance greater than $50,000 of $4,944, payment of IRS 457(f) plan deferred compensation of $790,357 and taxable reimbursements of $17,450. The payments of the taxable reimbursements, automobile allowance, long-term disability insurance, deferred compensation and housing allowance are made pursuant to the terms of the contract with President Martin and the university. Donna M. Jurick SND is a member of the religious order of the Sisters of Notre Dame. Sister Jurick does not receive compensation from St. Edward's University; therefore, no Form W-2 is prepared or reported. Sister Jurick participates in St. Edward's University's medical and dental plan. The amounts reported on Part VII, Section A, Column F reflect the value of these benefits. Frank Krafka, Jr.: Included in Column [D] is a taxable compensation of $144,330 resulting from participation in the faculty early retirement program. This program was offered to select faculty members. Paul T. Newton: Included in Column [D] is a taxable compensation of $110,592 resulting from participation in the faculty early retirement program. This program was offered to select faculty members. Raymond J. Spinhirne: Included in Column [D] is a taxable compensation of $127,294 resulting from participation in the staff early retirement program. This program was offered to select staff members.”

“Section 1.263(a)-1(f) De Minimis Safe Harbor Election: The university is making the de minimis safe harbor election under Treas. Reg. 1.263(a)-1(f) for all eligible amounts paid or incurred during the taxable year. Section 1.263(a)-3(n) Capitalization Election: The university hereby elects to capitalize repair and maintenance costs under Treas. Reg. 1.263(a)-3(n). The costs were incurred during the taxable year in the university's trade or business and the university treats such costs as capital expenditures on its books and records.”

“Other changes to net assets as follows: Loss related to change in fair market value of interest rate swaps, ($1,065,011). Loss related to change in actuarial value of annuities payable, ($145,213). Total other changes to net assets -decrease - ($1,210,224).”

“St. Edward's University, Inc. issued consolidated financial statements that are audited and opined by an independent certified public accountant prepared in accordance with GAAP and GAAS for the fiscal year ended June 30, 2016. The university's financial statements consolidate the financial activity of St. Edward's University, Inc. with the financial activity of The Catholic Cemetery Association of Austin, Inc. in which the university has a controlling and economic interest. The independent certified public accountant issued an unmodified opinion for the consolidated financial statements for the fiscal year ended June 30, 2016. In the accountant's opinion, based upon their audit and reports of other auditors, the consolidated financial statements presented fairly, in all material respects, the financial position of St. Edward's University, Inc. and its subsidiaries as of June 30, 2016 and changes in the net assets and cash flows for said year ended in conformity with accounting principles generally accepted in the United States of America.”