Scripps College

“The Executive Committee is composed of the Chair of the Board, the Vice-Chair(s) of the Board, the President of the College, the Chair of each Standing Committee of the Board of Trustees, the Chair of each committee of the Board of Trustees, and such other Trustees appointed. Subject to limitations contained in California Corporations Code Section 5212(a) and additional limitations contained in the Scripps College Bylaws, when the Scripps College Board of Trustees is not in session, the Executive Committee has the authority of the Board of Trustees.”

“The College amended the Bylaws for the following: - increased the upper limit of authorized number of trustees to 40 and include three ex-officio trustees (President, ALC President, SAF Chair), two Alumna Trustees, and two Recent Graduate Trustees in the total number of trustees - revised to implement restructuring of Recent Graduate Trustee (RGT) process: two RGTs (from 0-5 years from graduation) are selected by the Alumnae Association for staggered three-year non-renewable terms - clarify that the Chair nominates Vice Chairs for board approval - clarify that the President may recommend to the Board that an officer be removed - conformed appointment reference for the process for faculty appointments - revised to clarify that the Vice President serving as active President has all responsibilities of the office, but is limited to certain leaves of absence and incapacitation of the President - clarify that the faculty determines the voting rights of faculty members”

“The Board of Trustees has three ex-officio trustees: the President of the College, the President of the College's Alumnae Association, and the Chair of the Scripps Association of Families. The two Recent Graduate Trustees are elected by the Alumnae Association.”

“Scripps utilizes a process for review of the IRS Form 990 Return of Organization Exempt From Income Tax (Form 990) that involves members of management as well as governing board members. Scripps has engaged an outside accounting firm to prepare the Form 990 using information provided by Financial Services, the Office of Human Resources, and the Treasurer's Office. Corrections are made as needed. Once a revised draft is available it is reviewed by the Controller, Assistant Controller, Budget Financial Analyst, Associate Vice President for Business Affairs/Assistant Treasurer and Senior Accountant. After this review and any resulting changes are complete, the Trustees for questions and comments in mid-April. Once questions and comments from the Audit, Risk, and Compliance Committee are fielded and issues resolved, the Audit, Risk, and Compliance Committee endorses the Form 990. The Form 990 with redacted Schedule B, Schedule of Contributors, is made available to all voting members of the Board of Trustees for their review prior to filing in early May. Schedule B is available for review by members of the Board of Trustees upon request.”

“All officers, trustees and key employees sign a conflict of interest policy and periodically disclose relationships which may give rise to a conflict of interest. All disclosures are reviewed annually by the Trusteeship and Governance Committee and the Audit, Risk, and Compliance (ARC) Committee of the Board of Trustees. Covered members must promptly disclose new potential conflicts to the Chair of the Board, the Chair of the ARC Committee, or the President. Following such disclosure, the Executive Committee of the Board will determine whether a conflict of interest exists. [In the event that a conflict is discovered during a board or committee meeting, the member with the potential conflict will be recused from the discussion and vote as deemed appropriate.]”

“The Compensation Sub-Committee is a sub-committee of the Executive Committee of the Board of Trustees and is composed solely of independent Trustees. The Compensation Sub-Committee has the primary responsibility for reviewing and approving the compensation of the President/CEO and CFO, and it is advisory to the President/CEO with respect to the compensation of other members of the Senior Staff. In completing its review and approval, the Compensation Sub-Committee considers compensation data from higher education nationwide and regionally. All compensation changes are reviewed by the Sub-Committee and memorialized in minutes. The Compensation Sub-Committee submits the President/CEO and CFO compensation adjustments to the Executive Committee for final approval. The approval of the President/CEO and CFO compensation are memorialized in minutes. The review of compensation of the officers and key employees was conducted by the President/CEO of the College, who solicited the advice and counsel of the Compensation Sub-Committee, which reviews comparability data.”

“The College's governing documents and conflict of interest policy are made available to the public upon request. The College's audited financial statements are available on the College's website and upon request from the Treasurer's Office.”

“Unrelated Business Loss from Alternative Investments 1,405,370. Actuarial Adjustment of Annuity and Life Income Liabilities 1,377,068. Loss on Contribution Receivable -366,965.”