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 Chairs, the chairs from among the Board's standing committees, the Emeriti Chair (subject to the requirement contained in Board Policy) and, if still serving as a member of the Board, the immediate past Chair of the Board. The President also served as a non-voting 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 certificate 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.”

“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, Chief Business Officer, Vice President of Finance/ Assistant Secretary, General Counsel & Chief Legal Officer and Corporate Secretary, Chief of Staff to the President and Vice President for Board Relations, and Chief Audit 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 two separate conflict of interest policies applicable to the following groups: (1) Board of Regents; (2) all full-time faculty and staff, and some part-time employees as deemed necessary. Each group is required to complete an annual conflict of interest disclosure form or dual interest form. Regents: Internal Audit and Management Analysis (IA) reviews all completed Regent conflict disclosure forms and consults with the President, Chief Business Officer, General Counsel & Chief Legal Officer, and other University administrators, if necessary. The Chief Audit Officer presents the results of the review to the Board of Regents Audit 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. Full-time faculty and staff, and some part-time employees as deemed necessary: IA initially reviews all completed dual interest forms. If an actual or perceived conflict exists, the statement will be reviewed by the Conflict of Interest Review Committee (review committee). The review committee is made up of the Chief Business Officer, the Vice President and Chief Human Resources Officer, the Vice Provost for Academic Affairs and Policy, a designated attorney from the Office of General Counsel, the Chief Compliance Officer, the Vice Provost of Research (or designees), and the Chief Audit Officer. The review committee shall take such action as reasonably may be necessary to eliminate any actual or perceived conflict of interest or otherwise safeguard the interests of the University through a management plan. For potential conflicts reported by the President, the Regent Audit Committee will review those matters and make the final decision. The Chief Audit Officer annually reports to the President the number of employees who have reported actual or perceived conflicts and the nature of the conflicts along with recommended plans to resolve them. The Chief Audit Officer also presents the results of the review to the Board of Regents Audit Committee. 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. Employees who deliberately or repeatedly fail to disclose fully and truthfully dual interest situations or fail to comply with any stipulated management plan for managing the disclosed conflicts will be subject to the applicable University disciplinary processes.”

“Baylor's procedures and practices in support of the Board of Regents Guidelines for Board Operations ensure that compensation arrangements for the President must be approved by the Board in order to go into effect. A Regent subcommittee conducts the 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 qualified, independent outside compensation consultants selected by the Board of Regents, 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, and Western Management Group Surveys. The Regent subcommittee reviews the reasonableness of compensation arrangements against the comparability data as well as the performance of the 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 2020-2021.”

“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's salary recommendations for President's Council members. The comparability data is sourced from a variety of sources which includes qualified, independent outside compensation consultants selected by the Board of Regents. Comparability data sources can vary dependent upon the type of position being reviewed. Standard sources of data are Form 990 data from other institutions, College and University Professional Association for Human Resources surveys, Western Management Group Surveys, Winthrop Athletic database, and other industry specific surveys as applicable. 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 2020-2021.”

“Baylor's certificate of formation, bylaws, guidelines for board operations, statement of commitment and responsibilities, conflict of interest policies, and annual financial statements are posted on Baylor'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 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 5/31/21.”

“The average hours reported per week for Regents Sara Dolan, Randy Umstead, Gaynor Yancey (Former Regent), and Andrea Dixon (Former Regent) include average hours in their roles as board members and employees of the University. Four former officers have average hours reported because these individuals were employed during all of the calendar year that fell within the current tax year but not in the role as officers.”

“Reportable compensation for Regents Sara Dolan, Gaynor Yancey, Andrea Dixon, Michael McFarland, and Randy Umstead include compensation in their roles as employees and regents 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.”

“Auxiliary Revenue - Total Revenue: 8519509, Related or Exempt Function Revenue: 8070788, Unrelated Business Revenue: 448721, Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“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.”

“The outbreak of COVID-19, a respiratory disease caused by a new strain of coronavirus, has been declared a pandemic by the World Health Organization. The outbreak of the disease has affected travel, commerce, and financial markets globally. The University has been and continues to closely monitor the COVID-19 pandemic and its impact on the Baylor community. Changes in the University's operations during fiscal year 2020-2021 included a shift to online delivery of some academic programs for portions of academic year, postponement or cancellation of athletic and other events, reductions in on-campus housing and dining services, and a decline in demand for University programs that involve travel or that have international connections.”

“(Expenses $ 201,104,423 including grants of $ 98,496,226)(Revenue $ 137,209,435) Research, Public Service and Auxiliaries: Other program service areas include research activities, public service activities and auxiliary enterprises operated by the university. Research activity includes grants and contracts to conduct sponsored research, primarily in five key initiatives: health; data sciences; materials science; human flourishing, leadership, and ethics; and Latin America. Public service includes activities which primarily benefit individuals and organizations external to the university. 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 24,751 1098-T Forms, 606 1098-E Forms; 126 1099-MISC Forms; 833 1099-NEC Forms; 0 1099-K Forms, 0 1099-R Forms, and 0 1099-S Form.”

“Loss on Interest Rate Swap - -84709; Present Value Adjustment to Annuities Payable - 7347351;”

“Fixed payments associated with the contracts entered into with the President, Vice President and Provost, Chief Business Officer, and Vice President for Marketing & Communications & Chief Marketing Officer are subject to the initial contract exception. These officers were not disqualified persons immediately prior to entering into the initial contract.”