Baylor College of Medicine

“The bylaws, at section 2.13, provide for an executive committee that may exercise the authority of the board of trustees in the management of the college, including, but without limitation, the authority to execute agreements. The board of trustees appoints members to the executive committee. All members of the executive committee must be members of the board of trustees. Currently, there are 14 executive committee members.”

“Annually the college hires a qualified independent compensation consultant to review and assess current compensation and any proposed modifications for the president and chief executive officer, other senior officers, chairs, deans, vice presidents, and those employees earning over a certain dollar threshold. The compensation and human resources committee of the board of trustees (the "c&hr committee") reviews and, in reliance on the report from the independent compensation consultant which includes an opinion on the "reasonableness" of proposed compensation, approves and may modify the compensation for the president and chief executive officer. The committee documents the basis for its determination on such compensation concurrently with making the determination. Annually the president and chief executive officer, after consulting the report from the qualified independent compensation consultant, may recommend changes to compensation for other senior officers chairs, deans, vice presidents, and those employees earning over a certain dollar threshold. The c&hr committee reviews the president's recommendation and, in reliance on the report from the independent compensation consultant that includes an opinion on the "reasonableness" of proposed compensation, approves and may modify the compensation for other senior officers, chairs, deans, vice presidents, and those employees earning over a certain dollar threshold. The committee documents the basis for its determination on such compensation concurrently with making the determination.”

“LARRY P. HEARD, FRED LUMMIS, JAY BROWN, AND HENRY J.N. TAUB II - Business relationship, MARC J. SHAPIRO, MURRY BOWDEN, AND ROBERT BREWTON - Business relationship, BROOKS H. MCGEE AND MARK A. MCCOLLUM - Business relationship, KELLY HACKETT AND JAMES HACKETT - Family relationship”

“The college is governed by a board of trustees of not more than 50 members. There are three groups of trustees: the first group, numbering 12, is appointed by, and serves at the pleasure of, baylor university. The second group, numbering 36, appoint and re-appoint themselves. The third group, numbering 2, is appointed by, and serves at the pleasure of, chi st. Luke's health.”

“In 1969, baylor university formed, and conveyed certain assets owned by baylor university to, bcm. At such time, subject to the governance provisions described in this schedule "o", bcm became "independent" of baylor university. As a condition to the conveyance of such assets and the related formation of bcm, baylor university retained certain approval rights reflected in bcm's certificate of formation and described below. Any merger, consolidation, dissolution or discontinuance by other form of transaction must be approved by both a majority of the trustees of this bcm and a majority of the members of the board of trustees of baylor university. No such plan of merger, consolidation, dissolution, or discontinuance by other form of transaction shall be adopted unless such plan requires the assets of this corporation to be transferred to a non-profit educational or scientific organization that is qualified as a charitable organization under section 501(c)(3) of the internal revenue code of 1986, as amended.”

“The audit, compliance and risk management committee of the board of trustees reviews bcm's irs form 990. Following such review, copies of bcm's irs form 990 are circulated to all bcm trustees prior to filing.”

“Bcm policy provides that all officers and trustees must fill out conflict of interest disclosure forms annually. The chair of the audit, compliance and risk management committee ensures compliance with the conflict of interest policy and reviews completed forms, consulting with the general counsel and vice president of compliance as appropriate. The chair reports to the board of trustees as necessary, but at least annually, on findings.”

“The governing documents and conflict of interest policy are made available upon request. The audited financials are on the electronic municipal market access (emma) website.”

“- Total Revenue: -14507137, Related or Exempt Function Revenue: -14507137, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“ALL OTHER REVENUE - Total Revenue: 4322153, Related or Exempt Function Revenue: 4322153, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”