Baylor University

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

“The Executive Committee consisted of the Chair, Vice Chair, the chairs among the Board's standing committees and the immediate past Chair of the Board. The Interim President also served as an ex officio member of the Executive Committee. The Board Chair also served as the Chair of the Executive Committee. This Committee had full authority of the Board to act on corporate issues between meetings with the exception of the following matters, which matters are specifically reserved for the Board: (1) any action regarding Baylor's mission, vision or strategic plans; (2) amendment of the certification of formation, bylaws or board guidelines; (3) conferral of degrees; (4) selection, evaluation, or termination of the President; (5) termination of a Vice President or member of the President's Executive Council; (6) election of Baylor University Regents and Board officers; (7) removal of a Regent; (8) election of Regents to affiliated organizations; (9) any action increasing or decreasing the University's annual budget; (10) any action using Baylor credit; (11) determination of reasonableness of salaries, other compensation and benefits of disqualified or highly compensated persons; (12) any matter in which any voting or ex officio member of the Executive Committee asks to be considered by the Board; (13) capital projects and real property transactions.”

“Joel Allison and Ronald Wilson - Business relationship”

“Baylor's corporate documents were amended as follows: (1) Regents are comprised of four types of voting Regents: (a) At Large Regents elected by the Board; (b) BGCT Regents elected by The Baptist General Convention of Texas; (c) Alumni Elected Regents elected by graduates of Baylor; and (d) Regents Honoris Causa elected by the Board from specific constituencies or groups. Regents Honoris Causa include two Regents elected from tenured faculty employed by Baylor, one Regent elected from among membership of the Baylor B Association, one Regent elected from membership of the Baylor Bear Foundation, and two Regents elected from among the student body of Baylor; (2) Regents Honoris Causa serve single three-year terms except student Regents may serve a maximum of two one-year terms. All Regents Honoris Causa vote except any student in his/her first one-year term in office; (3) specific provisions covering removal of At-large Regents, BGCT Regents and Regents Honoris Causa; (4) separate provisions added covering removal of Alumni-elected Regents; (5) One Regent Emeritus is elected by the Board to serve a single three-year term as Chair of the Regent Emeriti with the right to vote and serve on the Executive Committee; (6) the Board is required to have an Executive Committee and the composition of the members was expanded; (7) Regents Honoris Causa must be Christian and an active member of a local church from a historic Christian tradition. Most of these changes are effective starting fiscal year 2018.”

“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 Committee. Senior administration including the President, Senior Vice President & Chief Operating Officer, Vice President of Financial Operations/ Assistant Secretary, General Counsel & Chief Legal Officer and Corporate Secretary, Chief of Staff to the President and Vice President for Board Relations, Senior Director of Tax & Compliance, and Vice President of Governance & Risk & Chief Compliance Officer participated in the review and discussion regarding the Form 990 and attached schedules with the Regent Audit Committee. All Board members were invited to participate in the Audit Committee meeting. A final 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 Interim President, Senior Vice President & Chief Operating Officer, General Counsel & Chief Legal Officer, 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 Interim President, General Counsel & Chief Legal Officer, Senior Vice President & Chief Operating Officer, Vice President for Human Resources & Chief Human Resources Officer, 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 Interim President and Senior Vice President & Chief Operating Officer. Should the Vice President of Governance & Risk & Chief Compliance Officer and Senior Vice President & Chief Operating Officer differ in opinion as to whether a conflict of interest exists, then a final decision is made by the Interim President. However, for potential conflicts reported by the Interim President 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 Interim President, General Counsel & Chief Legal Officer, Vice President for Human Resources & Chief Human Resources Officer, 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 Interim President. 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 which provides for consequences including termination o”

“Baylor's procedures and practices in support of the Board of Regents Guidelines for Board Operations ensure that compensation arrangements for the Interim President must be approved by the Board in order to go into effect. A Regent subcommittee conducts the Interim President 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 outside compensation consultants, surveys conducted by outside consultants that includes salaries and/or benefits data, Form 990 data from other institutions, the College and University Professional Association for Human Resources surveys, Western Management Group Surveys, and The Chronicle for Higher Education. The Regent subcommittee reviews the reasonableness of compensation arrangements against the comparability data as well as the performance of the Interim President 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 performed in 2016-2017.”

“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 Interim President's salary recommendations for Executive Council members. The comparability data comes from a variety of sources which includes outside compensation consultants, surveys conducted by outside consultants that includes salaries and/or benefits data, Form 990 data from other institutions, College and University Professional Association for Human Resources surveys, Western Management Group Surveys, The Chronicle for Higher Education, Winthrop AD surveys, and athletics association surveys. 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 occurs annually and as needed. All officers and key employees that are included in Part VII, Section A, were reviewed under this process in 2016-2017.”

“Baylor's certificate of formation, bylaws, financial statements, conflict of interest policies for faculty and officers, administrative employees, and other employees are posted on Baylor's website. As of May 31, 2017, the University's Conflict of Interest Policy for Regents was not publicly available; however, beginning in March 2018, the Conflict of Interest Policy for Regents is posted on the University's website.”

“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 5/31/17.”

“One officer had 0 hours per week reported due to inability to work because of sickness. One highly compensated employee that was employed during the 2016 calendar year has 0 hours per week reported because no services were performed during Baylor's current tax year. Two former officers have average hours reported because these individuals were employed during a portion of or for all of the current tax year but not in the role as officers.”

“The average hours reported per week for Regent Bill Simon include average hours in his roles as board member and employee of the University.”

“Contributions and grants reported in the University's audited financial statements and Form 990 appropriately exclude intents to give (pledges) and revocable deferred giving commitments. Reported contributions made during fiscal year 2017 were lower than in fiscal year 2016 due to a significant, one time gift received in fiscal year 2016.”

“Auxiliary Activities - Total Revenue: 13411243, Related or Exempt Function Revenue: 12558178, Unrelated Business Revenue: 606620, Revenue Excluded from Tax Under Sections 512, 513, or 514: 246445;”

“(Expenses $ 78,156,982 including grants of $ 3,876,366)(Revenue $ 137,519,419) 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 AND PRIVATE ENTITIES. 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, RENTAL PROPERTIES AND VENDING SERVICES.”

“Included in the number of forms reported in box 3 of Form 1096 are 21,169 1098-T Forms, 613 1098-E Forms, 1,583 1099-MISC Forms, 4 1099-K Forms, 2 1099-R Forms, and 1 1099-S Form.”

“During preparation of this return, the University identified the gift of a small sailboat. The University will review the need for a 1098-C filing and will prepare and issue if required.”

“Loss on Interest Rate Swap - 2082050; Present Value Adjustment to Annuities Payable - 2691128; Facilities & Admin Cost Allocation Adjustment - 2563311; Fundraising Expense Adjustment - 2247; Ticket Elimination - 1290007; Miscellaneous Reclass - 3845254;”

“Name - kim mulkey, compensation from unrelated organization - 61037.000000, 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 - jim grobe, compensation from unrelated organization - 4370.000000, name of unrelated organization - nike, type of compensation - apparel”

“Name - arthur briles, compensation from unrelated organization - 630.000000, name of unrelated organization - nike, type of compensation - apparel”

“Name - scott drew, compensation from unrelated organization - 11369.000000, name of unrelated organization - nike, type of compensation - apparel”