Southwestern University

“All trustees elected to the board of trustees have the same voting rights. In between scheduled meetings of the trustees, the university's bylaws empower the executive committee of the board of trustees to act on a broad range of issues and matters. The committee shall, subject to the control of the board of trustees, have authority to: exercise supervision and control over the investment of endowment funds; exercise supervision and control over erection of buildings; negotiate and procure loans; designate those employees and officers for whom dishonesty insurance is required; have the right to sell, lease, convey, or transfer both real and personal property belonging to the university, except that the executive committee shall not sell any of the property used for the university purposes proper; and perform other duties and exercise such other powers as the board of trustees may delegate. All actions of the executive committee are recorded in official record meeting minutes which are reported at the next meeting of the board of trustees.”

“The board of trustees shall comprise not more than 45 trustees, excluding any honorary trustees, and shall be composed as follows: (a) conference trustees eighteen trustees consisting of four persons from each of the central texas, north texas, rio texas, and texas annual conferences of the united methodist church and two persons from the northwest texas annual conference of the united methodist church. Conference trustees are nominated by the university's board of trustees, upon recommendation of the board's trusteeship committee, and elected by their respective conferences. The conferences electing conference trustees are referred to as the university's "patronizing conferences." (b) episcopal trustees two bishops of the united methodist church nominated and elected by the bishops of the university's patronizing conferences after consultation regarding each individual nominee with the board's trusteeship committee, giving due regard to the comments, requests, and concerns of that committee. At least one of the episcopal trustees serving at any given time must be a bishop of one of the university's patronizing conferences. Per the bylaws of southwestern university, any change in the composition of the board of trustees or the method of selection for membership on the board shall be confirmed by the university's patronizing conferences. The term "patronizing conferences" refers to the conferences of the united methodist church that elect members to the university's board of trustees, namely the central texas, north texas, northwest texas, rio texas, and texas annual conferences.”

“All matters requiring confirmation or action by the patronizing conferences shall be accomplished as follows: (a) the matters shall be submitted by the university to the respective patronizing conferences at least 90 days prior to each patronizing conference's next annual session. (b) regarding election of conference trustees, election shall be accomplished upon a majority vote at the respective conference's annual session. (c) regarding matters requiring collective confirmation of patronizing conferences, confirmation shall be accomplished upon the affirmative vote of three-fifths of the patronizing conferences, with each patronizing conference having one vote. (d) should any patronizing conference fail to notify the board of trustees of its action on any matter requiring confirmation or action within 30 days following the close of its next annual session before which the matter was submitted by the university, the matter shall be deemed acted upon affirmatively or confirmed. (e) actions that require confirmation by the patronizing conferences shall be specifically designated in the certificate of formation and bylaws, as applicable.”

“Per the board approved resolution, the audit committee prepares an annual timeline for the preparation, review, and filing of form 990. An external accounting firm reviews the completed return prepared by internal staff. The administration and other staff complete sub-certification statements addressing their individual areas of responsibilities. The completed return, along with sub-certification statements, is reviewed by the vice president of finance and administration. The vice president of finance and administration presents the completed return to the board of trustees audit committee, which has oversight responsibility for the form 990. After review by the audit committee, a copy of the return is made available to the full board of trustees for their review before filing. Board members review the return and send a confirmation of their review. Any comments are submitted in writing to the audit committee. The return is then filed electronically with the irs by the external tax accounting firm. Additionally, the university's external auditing firm reviews the prior year return for completeness and accuracy relevant to the scope and due diligence requirements of the auditing process, and reports any significant or material weaknesses noted to the board of trustees audit committee. The audit committee has oversight responsibility and authority to ensure noted weaknesses or errors are corrected. The audit committee reports regularly to the full board of trustees.”

“The board of trustees has delegated ongoing oversight of the university's conflict of interest policy to the board of trustees audit committee as a permanent duty of the audit committee's charter. The audit committee is responsible for proposing changes in the university conflict of interest policy to the full board of trustees, and for monitoring compliance with the policy approved by the board of trustees. All members of the board of trustees, board committee members, officers, key employees, members of the financial aid office and all professional financial accounting staff annually complete and submit a questionnaire on possible conflicts of interest and independence. Employees of the university other than the president submit conflict of interest information to the president. The president determines if an actual conflict of interest exists and determines the appropriate mitigating action. The president reports to the audit committee, on an annual basis, all identified possible conflicts of interest and mitigating actions taken. The president and the members of the board of trustees submit conflict of interest and independence questionnaires to the board of trustees audit committee. The audit committee is responsible for reviewing the situation and recommending to the board chairman appropriate mitigating actions. If it is determined that a conflict exists then the chair of the board of trustees or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the board of trustees or committee shall determine whether the university can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board of trustees or committee shall determine by a majority vote of the disinterested trustees whether the transaction or arrangement is in the university's best interest and for its own benefit and whether the transaction is fair and reasonable to the university and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. The university also has a whistle-blower policy and process under the oversight and authority of the board of trustees audit committee.”

“The board of trustees compensation committee is responsible for setting compensation for the senior staff of the university. Senior staff includes the president and all vice president-level staff. Additionally, each year any employees listed in irs form 990 part vii, officer, key employee, and highly paid employee, not already within the scope of the compensation committee, are added to the committee's scope of oversight. The compensation committee includes only independent board of trustees members as voting members plus the associate vice president for human resources, as a non-voting ex officio member. The committee compiles industry-wide salary surveys, benchmark institutional data from peer institutions, and other external, objective data, to determine the appropriateness of compensation for employees under its review. The associate vice president for human resources is responsible for compiling a complete list of all compensation, taxable and non-taxable fringe benefits, and any other relevant data for the committee. The compensation committee reports on the salary administration process to the board of trustees on an annual basis for approval by the board. Full disclosure of compensation is reported on form 990 for full board of trustee review. All the information used by the compensation committee is retained by the associate vice president of human resources in the personnel office.”

“The university publishes its articles of incorporation and/or certificate of formation, bylaws, conflict of interest policy, independence policy, the most current three years of audited financial statements, and irs forms 990 and 990-t on the university website. The information may be accessed at: http://www.southwestern.edu/business-office/budget-finance/.”

“Change in value of split interest agreements -175,878. Post-retirement related changes -1,957,753.”