Baylor University

“Baylor does not have a formally adopted written policy or procedure regarding joint ventures but has a draft policy that is to be adopted in the subsequent tax year. There were two joint venture investments that triggered the "yes" response to part vi, line 16a. One was gifted to baylor by a benefactor and produces an immaterial amount of income to the university. The second joint venture involves the university taking a very small equity interest in a start-up company in which the university has the patent rights and licensed out these rights in return for a royalty payment. In general, baylor will not enter into a joint venture or investment agreement unless (1) the university at all times retains control over the venture sufficient to ensure that the partnership furthers the exempt purpose of the university; (2) in any partnership in which the university is a partner, achievement of exempt purposes is prioritized over maximization of profits for the partners; (3) the partnership does not engage in any activities that would jeopardize the university's exemption; and (4) all contracts entered into by the partnership with the university must be at arm's-length or more favorable to baylor.”

“Baylor university's policies detailed in lines 12-15 do not directly apply to its disregarded entities.”

“Joel Allison and Ronald Wilson - Business relationship, Kenneth Starr and Ronald Wilson - Business relationship”

“The Baptist General Convention of Texas, a nonprofit Texas corporation, has the authority to elect up to 25% of the members of Baylor University's Board of Regents.”

“Baylor University's Board of Regents may be required to obtain approval from the Baptist General Convention of Texas regarding certain changes to its governing documents which address board composition.”

“The return was reviewed by the University's outside tax accountants. Additionally, a copy of the Form 990 was distributed to all Regents and a review of the Form 990 was performed by the Regent Audit & Compliance Committee. The Senior Vice President for Operations & Chief Financial Officer, Associate Vice President for Financial Services & Treasurer, Director of Tax & Compliance, and Vice President of Governance & Risk & Chief Compliance Officer reviewed, discussed, and answered questions regarding the Form 990 and attached schedules with the Regent Audit & Compliance Committee. The review was conducted, and a copy of the return was provided to all Regents prior to the filing of the Form 990.”

“Baylor University maintains three separate conflict of interest policies applicable to the following groups: (1) Regents; (2) officers, administrative employees and other employees; and (3) faculty. Each group is required to complete an annual conflict of interest disclosure form. Regents: The Vice President of Governance & Risk & Chief Compliance Officer reviews all completed Regent conflict disclosure forms and consults with the President & Chancellor, Senior Vice President for Operations & Chief Financial Officer, General Counsel, and other University administrators, if necessary. A final report is prepared for review by the Regent Audit & Compliance Committee. A Regent is not allowed to be involved in discussions, nor vote on related matters, should a conflict of interest exist. Conflicts of interest of a severe nature involving a Regent are addressed via the appropriate Baylor University Board of Regents Bylaws with the action(s) being determined by the Board that could include removal of that Regent as a member of the Board of Regents. Officers, administrative employees and other employees: The Vice President of Governance & Risk & Chief Compliance Officer reviews all completed conflict disclosure forms and consults with the President & Chancellor, General Counsel, Senior Vice President for Operations & Chief Financial Officer, Vice President for Human Resources/Associate Vice President for Human Resources, and other University administrators, if necessary. A final report of all potential conflicts which includes the Vice President of Governance & Risk & Chief Compliance Officer's opinion as to whether a conflict of interest exists is provided to the President & Chancellor and Senior Vice President for Operations & Chief Financial Officer. Should the Vice President of Governance & Risk & Chief Compliance Officer and Senior Vice President for Operations & Chief Financial Officer differ in opinion as to whether a conflict of interest exists, then a final decision is made by the President & Chancellor. However, for potential conflicts reported by the President & Chancellor and his direct reports, the Regent Audit & Compliance Committee will review those matters and make the final decision. A final report of all potential conflicts which includes the Vice President of Governance & Risk & Chief Compliance Officer's opinion as to whether a conflict exists is provided to the Regent Audit & Compliance Committee. Officers, administrative employees and other employees are restricted from participating in the decision-making process for those transactions that involve the acquisition of goods or services should a conflict of interest exist. Conflicts of interest of a severe nature include application of the Baylor University Staff Disciplinary Policy, which provides for different levels of disciplinary actions, including employee termination. Faculty: The Vice President of Governance & Risk & Chief Compliance Officer and the Executive Vice President and Provost review all completed conflict disclosure forms and consult with the President & Chancellor, General Counsel, Vice President for Human Resources/Associate Vice President for Human Resources, and other University administrators , if necessary. Should the Vice President of Governance & Risk & Chief Compliance Officer and the Executive Vice President and Provost differ in opinion as to whether a conflict of interest exists, then a final decision is made by the President & Chancellor. A final report of all potential conflicts which includes the Vice President of Governance & Risk & Chief Compliance Officer's opinion as to whether a conflict exists is provided to the Regent Audit & Compliance Committee. Faculty are restricted from participating in the decision-making process for those transactions that involve the acquisition of goods or services should a conflict of interest exist. Conflicts of interest of a severe nature include application of Baylor University Personnel Policy”

“Baylor's procedures and practices in support of the Board of Regents Guidelines for Board Operations ensure that compensation arrangements for the President & Chancellor must be approved by the Board in order to go into effect. A Regent subcommittee conducts the President & Chancellor assessment process and obtains and reviews appropriate comparable compensation data annually and as needed in order to review and approve compensation arrangements. The comparability data comes from a variety of sources which includes the College and University Professional Association for Human Resources surveys, Western Management Group Surveys, The Chronicle for Higher Education, and outside consultant surveys that include salaries and/or benefits data. The Regent subcommittee reviews the reasonableness of compensation arrangements against the comparability data as well as the performance of the President & Chancellor and documents the basis of their determinations and actions concurrent with making the determination. The documentation includes the terms of the transaction, the date of approval, the names of the Regent subcommittee members present during the review and vote on the transaction, the comparability data relied upon and the basis for the determination. The Regent subcommittee subsequently presents its recommendations to the full Regent Board for approval, which is concurrently documented as well. This process was done in 2014-2015.”

“Baylor's procedures and practices ensure that compensation arrangements for other officers and key employees deemed to be disqualified persons and/or highly compensated must be approved by the Board of Regents in order to go into effect. A Regent subcommittee obtains and reviews appropriate comparable compensation data annually, and as needed, in order to review and approve compensation arrangements for other officers and key employees deemed to be disqualified persons and/or highly compensated. This includes the review and approval of the President & Chancellor's salary recommendations for Executive Council members. The comparability data comes from a variety of sources to include the College and University Professional Association for Human Resources surveys, Western Management Group Surveys, The Chronicle for Higher Education, Form 990s, Winthrop AD surveys, athletics association surveys, and outside consultant surveys, that include salaries and/or benefits data. The Regent subcommittee reviews the reasonableness of compensation arrangements against the comparability data and documents the basis of their determinations and actions concurrent with making the determination. The documentation includes the terms of the transaction, the date of approval, the names of the Regent subcommittee members present during the review and vote on the transaction, the comparability data relied upon and basis for the determination. The Regent subcommittee subsequently presents its recommendations to the full Regent Board for approval, which is concurrently documented as well. This is done annually and as needed. All officers and key employees that are included in Part VII, Section A, were reviewed under this process in 2014-2015.”

“Baylor's financial statements and conflict of interest policies for faculty and officers, administrative employees, and other employees are posted on Baylor's website. The University's governing documents and conflict of interest policy for Regents are not available to the public.”

“A former key employee has average hours reported because this individual remains an employee of the University but not in the role as a key employee.”

“Baylor transmits an annual questionnaire with pertinent instructions and definitions to each of its current and former regents, officers, key employees, and highest compensated employees listed on Part VII, Section A, inquiring into amounts of any reportable compensation or other compensation that was received by these individuals from a related organization. The questionnaire includes the name, title, date, and signature of each person reporting the information to Baylor. No amounts were reported for the fiscal year ending 5/31/15.”

“- Total Revenue: 10601073, Related or Exempt Function Revenue: 10076109, Unrelated Business Revenue: 524964, Revenue Excluded from Tax Under Sections 512, 513, or 514: 0;”

“(Expenses $ 63,724,528 including grants of $ 2,777,679)(Revenue $ 129,956,820) OTHER EXPENSES CONTAINED HEREIN ARE COMPRISED OF THE FOLLOWING: RESEARCH, PUBLIC SERVICES, AND AUXILIARY ENTERPRISES. BAYLOR ENGAGES IN RESEARCH WORK SPONSORED BY NUMEROUS FEDERAL, STATE, AND LOCAL AGENCIES. ADDITIONALLY, BAYLOR PROVIDES NON-INSTRUCTIONAL SERVICES THAT BENEFIT INDIVIDUALS AND GROUPS EXTERNAL TO BAYLOR. AUXILIARY ENTERPRISES ARE COMPRISED GENERALLY OF THE FOLLOWING ITEMS: RESIDENCE HALLS, DINING SERVICES, BOOKSTORE, AND VENDING SERVICES.”

“Included in the number of forms reported in box 3 of form 1096 are 20,445 1098-t forms, 733 1098-e forms, 1,364 1099-misc forms, 6 1099-k forms, and 4 1099-r forms.”

“Loss on Interest Rate Swap - -1556746; Present Value Adjustment to Annuities Payable - -1209101; Adjustment for Fundraising Expense Crossover - 5261; Facilities & Admin Cost Allocation Adjustment - 2261564; Ticket Elimination - 1074368; Miscellaneous Reclass - 3831852;”

“Fixed payments associated with the contract entered into with the President and Chancellor is subject to the initial contract exception. The President and Chancellor was not a disqualified person immediately prior to entering into the initial contract.”

“Name - kim mulkey, compensation from unrelated organization - 60005.000000, name of unrelated organization - nike, type of compensation - apparel, compensation and bonus”

“Name - phil bennett, compensation from unrelated organization - 2250.000000, name of unrelated organization - nike, type of compensation - apparel”

“Name - philip montgomery, compensation from unrelated organization - 2250.000000, name of unrelated organization - nike, type of compensation - apparel”

“Name - arthur briles, compensation from unrelated organization - 5000.000000, name of unrelated organization - nike, type of compensation - apparel”

“Name - scott drew, compensation from unrelated organization - 5000.000000, name of unrelated organization - nike, type of compensation - apparel”