St. Edwards University

“EXECUTIVE 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 CAN EXERCISE ALL POWERS OF THE BOARD AT SUCH TIMES AS THE BOARD IS NOT IN SESSION, EXCEPT THAT IT DOES 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 DOES 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 CANNOT 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 ALSO INCLUDE EVALUATION OF THE STATED MISSION AND GOALS OF THE UNIVERSITY. tHE EXECUTIVE COMMITTEE HAS 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.”

“Power to elect or appoint members of governing body: 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.”

“Process to review form 990: 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 staff in the university's business office. Thereafter, the university's form 990 is reviewed by the associate vice president for finance and the university's audit firm. 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.”

“Process to monitor and enforce compliance with conflict of interest policy: st. Edward's university's conflict of interest policy is applicable to all members of the university's board of trustees, officers, and highest compensated employees. 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 or 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. The disclosures for trustees and officers 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. 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 such as abstain from voting.”

“Compensation of ceo and other officers: for the university president, 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. Compensation increases for the president are approved by the board of trustees. For the university other officers, 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 and reviewed by the board of trustees. Executive committee serves as the compensation committee and reviews all individuals on 990 and documents in the meeting minutes.”

“Availability of documents: university policies, including the conflict of interest policy are made available to the public on our website. Governing documents and financial statements are not made available to the public.”

“Other changes in net assets or fund balances: -$905,325 change in fv of swap”