Mills College

“Form 990, Part VI, Section B, Line 11b: Grant Thornton LLP and Mills College finance staff worked together in gathering the required tax information necessary to complete the tax returns. Grant Thornton LLP and the college President, the college Vice President for Finance and Administration and Treasurer reviewed the Form 990 draft for accuracy and completeness. The audit committee members were sent the completed Form 990 draft, while the remaining board members were sent the Form 990 with Schedule B redacted. After a review period, the audit committee members met with Mills College management and Grant Thornton LLP representatives to review the draft in detail. After this review, the final Form 990 was filed. In addition, a copy of the Mills College audited financial statements was provided to the full board of trustees.”

“Form 990, Part VI, Section B, Line 12c: The conflict of interest policy is regularly and consistently enforced by the Audit Committee with the advice and assistance of the Vice President for Finance and Administration and Treasurer. The Audit Committee requires each college trustee, officer, and key employee to complete annually a conflict of interest questionnaire. The questionnaires are filed with the Vice President for Finance and Administration and Treasurer and reviewed by the Audit Committee, which makes recommendations about the potential conflicts of interests to the full Board. The Committee and the Board maintain minutes and other documentation to record their review of actual or potential conflicts. College trustees, officers, and key employees are also aware of the duty to disclose any potential conflicts of interest during the year. These additional disclosures by an individual covered by the policy are submitted to the Audit Committee Chair and the Vice President for Finance and Administration and Treasurer. The Audit Committee will review the potential conflicts and make recommendations to the full board. At regularly scheduled meetings of the audit committee and the full board, the Audit Committee reports on any actual or potential conflicts of interest and their resolution or recommendation. The Audit Committee reviews the operation of the policy and makes recommendations to the board of trustees regarding any proposed changes. The Vice President for Finance and Administration and Treasurer (or his or her representative) attends all relevant meetings and assists in preparing the minutes.”

“Form 990, Part I, Section B, Lines 15a and 15b: The Mills College Board of Trustees has approved the executive compensation policy. The Mills College Board of Trustees Executive Compensation Committee has oversight of all elements of executive compensation and is responsible for recommending the compensation of the College President, other college officers, and key executives for approval by the board. The Executive Compensation Committee, as well as any third parties providing professional advice to the committee, must be independent. The Executive Compensation Committee annually conducts a review of the College President's, other college officers', and key executives' compensation. Timely minutes of all final recommendations and actions by the executive compensation committee and board regarding the College President's compensation are recorded. The policy provides that executive compensation arrangements should fall within the bounds of market practice for comparable positions at comparable organizations. Factors that are reviewed in determining comparability include: (1) Compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions; (2) The availability of similar services in the geographic area of the organization; (3) Current compensation surveys compiled by independent firms; and (4) Actual written offers from similar institutions competing for the services of the affected person. Compensation packages and contracts for college officers and key executives are reviewed for internal consistency and equity as well as comparability with external market data. Other employees' compensation is recommended during the annual budget process by the College officers and key executives and reviewed and recommended for approval by the College's human resource department.”

“Form 990, Part VI, Section C, Line 19: The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Form 990, Part VII and Schedule J, Part II: Until June 30, 2013, the current Professor of Chemistry had served as Provost & Dean of the Faculty. The compensation reported on Form 990, Part VII and Schedule J reflects 6 months of compensation in her former position and 6 months of compensation in her current position.”

“Form 990, Part XI, Line 9: The other changes in net assets or fund balances is comprised of the following: Actuarial Adjustment: $1,392,671”