Westminster University

“The executive committee of the board of trustees shall include the officers of the board of trustees, the president, and the chairs of the standing committees of the board. The chair of the board of trustees shall be the chair of the executive committee. The executive committee shall perform the following duties: - represent the board of trustees in the intervals between board meetings on actions which must be final and approved prior to the next meeting of the board and on the matters as delegated by the board of trustees to the executive committee, except to the extent prohibited by these bylaws and the utah revised nonprofit corporation act 2000, and any subsequent amendments or successor thereto; - report all executive committee actions shall be the final and official actions of the corporation, unless the board of trustees is responsible for final action on the matter pursuant to the terms of these bylaws or the executive committee indicates that its action is a recommendation to the board of trustees.”

“The westminster college (the "college") tax return is prepared by tanner llc, and reviewed by the director of budget and reporting and the vp of finance and administration. Once completed, the documents are reviewed by the audit and risk management committee and submitted electronically to the full board of trustees. Once the trustees have reviewed, the return is transmitted electronically to the irs.”

“Process of identification: the secretary of the board will collect statements of disclosure from all trustees, officers, and key employees each year at the first board meeting of the college's fiscal year and from all new trustees, officers, and key employees at the time of their appointment. The audit and risk management committee will review each statement of disclosure for actual or potential conflicts of interest, including, but not limited to, the following factors: - solicitation or acceptance of gifts, gratuities, free travel, or other items of value that could create the appearance of a conflict or an expectation of special treatment in college matters; - incidents of abuse or misuse of an individual's position for personal or third-party gain or benefit; - use of the college's staff, services, equipment, materials, resources, or property for personal or third party gain, or representing to third parties that one's authority as a trustee, officer, volunteer, or key employee is more extensive than it is in actuality; - situations where a trustee, officer, or key employee may be divided between personal interests or the interests of another organization and the best interests of the college; - engagement in business, professional conduct, or other activities that may be directly or indirectly adverse to the interests of the college; and, - any arrangements in which a trustee, officer, or key employee provides goods or services to the college as a paid vendor or outside service-provider. The audit and risk management committee may request additional information from any trustee, officer, or key employee at any time. While an individual's relationships or activities are under review, the individual may not deliberate, debate, or vote until a determination is made. Resolution: when the audit and risk management committee or the board of trustees identifies an actual, potential, or apparent conflict of interest, it may take one of the following actions to resolve such conflict: - waive the conflict of interest as unlikely to affect the trustee's, officer's, volunteer's, or key employee's ability to act in the best interests of the college; - recuse the individual trustee, officer, volunteer, or key employee from deliberation or decision-making related to the specific matter giving rise to the conflict. - request the resignation of the trustee, officer, volunteer or key employee from his or her service or position at the college because the conflict of interest is so pervasive that it is likely the trustee, office or key employee would be unable to act solely in the best interests of the college. The board of trustees has final authority over the resolution of all conflicts of interest involving a trustee, officer, or key employee and may overrule any decision of the audit and risk management committee may refer any conflict of issue matter to the board at any time.”

“The executive committee of the board of trustees of westminster college is responsible for the compensation review and approval process for officers and key employees. Review of the president. The executive committee is responsible to conduct an annual evaluation of the president, and to review and make recommendations regarding the terms of the contract with the president, including compensation. The executive committee will conduct and annual review of the president's compensation. Concurrent with this review, the executive committee shall evaluate an annual report of the president's performance, provided by the president. In forming a recommendation regarding the president's compensation, the executive committee will rely on comparability data of the compensation paid to presidents by similar institutions. This data may include compensation studies by independent organizations, written job offers for positions at similar organizations, and information obtained from the irs form 990 filings of similar organizations. The executive committee will forward its recommendation to the full board of trustees for approval of the president's compensation and contract terms. Review of other officers and key employees. On an annual basis, the president will present to the executive committee his or her report on compensation for the provost, vice presidents, president's cabinet, and any other staff who report directly to the president, and covered employees (collectively "executive officers") including comparability data and performance information. The executive committee is responsible to oversee the compensation of the executive officers to ensure compensation is fair, effective, and reasonable. Documentation. The executive committee will take and keep minutes that document its review process and how it formed its recommendations. The minutes will include the following: 1. The terms of the compensation and contract terms and the date it was recommended; 2. The members of the board of trustees who were present during the meetings and who voted on the recommendation; and 3. The comparability data obtained and reviewed and the source of the data. The board of trustees will take and keep minutes that document its actions. The minutes will include the following: 1. The terms of the compensation and contract terms; 2. The date the compensation and contract terms were approved; and 3. The members of the board of trustees who were present during the meeting and who voted on the approval.”

“The following records of westminster college are available for public inspection and copying, upon request: - exemption letter - audited financial statements with single audit reports for the three fiscal years prior to the date of the request - tax filings form 990 and 990t for the three fiscal years prior to the date of the request to make a request to inspect and/or acquire a copy of these records, contact the vp of finance and administration, office of administrative services, at 801-832-2148.”