Westminster University

“The Executive Committee of the Board of Trustees shall comprise the following Trustees: the Chair of the Board of Trustees, the Vice Chair of the Board of Trustees, the Chairs of Board Committees, the President and one or more other Trustees chosen at large. 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 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 in full to the Board of Trustees at the first Board of Trustees meeting after the date of the Executive Committee's actions.All such 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 completed by the Director of Budget, and reviewed by the Managing Director of Financial Affairs and the VP of Finance and Administration. Once completed, the documents are reviewed by the Audit and Risk Managment 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, officer 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 contract with the President, including compensation. The Executive Committee will conduct an annual review of the Presidents 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 forwards its recommendation to the full Board of Trustees for approval of the Presidents compensation. Review of 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, presidents cabinet, 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 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; and3. 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 the date it was approved; and2. 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 requestTo make a request to inspect and/or acquire a copy of these records, contact the Managing Director of Financial Affairs, Office of Administrative Services, at 801-832-2133.”

“Non-independent Trustee:* President Stephen Morgan is both an officer and trustee for Westminster College.* Trustee Bing Fang has a business transaction with the College that is required to be reported on Schedule L.”

“Volunteers reported are those individuals that provide a service that supports the program services of the College. Without the volunteer, the College would have a need to pay for these services. Information is gathered from the campus to identify volunteers on an annual basis.”

“The College did not receive any contributions of intellectual property and thus was not required to file Form 8899.”

“The College did not receive any contributions of cars, boats, airplanes, and other vehicles and thus was not required to disclose on Form 1098-C.”

“The numbers reflected in the Form 990 Schedule D, Part V, Line 2 a-c are the percentages related to the End of Year Endowment funds balance prior to the reclassification entry for the College's underwater endowments ($714,584 in 2017, $868,288 in 2016, $150,414 in 2015, $90,505 in 2014, and $387,734 in 2013) moved from term to unrestricted endowment funds). The percentages from the audited financial statements would be as follows:2017 2016 2015 2014 2013 2% 1% 2% 2% 2% Board designated or quasi-endowment 79% 84% 78% 76% 80% Permanent endowment 19% 15% 20% 22% 18% Term endowment”