Harvey Mudd College

“The College amended its Articles of Incorporation for the following provisions: 1) The number of Trustees, as well as how Trustees are elected, removed from office, their qualifications, powers, duties, and tenure of office, and manner of filling vacancies is determined by the College's Bylaws. The College amended its Bylaws for the following provisions: 1) To designate that the Board of Directors shall consist of not less than ten (10) trustees and no more than sixty (60) trustees. 2) To allow for partial terms for trustees to effectively stagger terms among the Board of Directors. 3) To add a class of trustees: Recent Graduate Trustees; elected by the Board and meeting the following criteria: (a) having been graduated from the College within the last 12 years. 4) The President shall only be able to attend meetings of the Audit Committee at the invitation of the Chair, in a non-voting observer capacity. 5) One-third (1/3) of the number of Trustees then in office (but not less than five (5) Trustees) shall constitute a quorum for the transaction of business. 6) To add a section on transactions between the College and Trustees/Officers for prohibited transactions, procedures for determining whether the College may enter into certain transactions where a financial interest exists, provisions for loans to Trustees/Officers, transactions between the College and certain other domestic/foreign corporations where board overlap exists, and duty of loyalty clause. 7) Amendments to the Bylaws requires advance notice to Trustees and a quorum; no amendment may extend the term of a Trustee beyond the term limits; the Board may not amend, alter, or repeal Section 3 of the Bylaws that fix the number of Trustees or establish procedures for nomination or appointment of Trustees except by vote of 60% of the Trustees then in office; where any provision requires a vote of a larger proportion of Trustees than is required by law, that provision may not be amended, altered or repealed except by the vote of such greater number.”

“HMC utilizes a process for review of the IRS Form 990 Return of Organization Exempt from Income Tax that involves multiple layers of management as well as governing board members. HMC has engaged an outside accounting firm to prepare the Form 990 using information provided by the Office of Financial Services, the Office of Human Resources, and the Business Affairs Office (BAO), and changes are made as needed. Once a revised draft is available, it is reviewed by the Controller, Assistant VP for BAO, Assistant Controller, Budget Director and the Vice President for Administration and Finance/Treasurer. After this review and any resulting changes are complete, the revised draft is provided to members of the HMC Audit Committee for questions and comments. Once questions and comments from the Audit Committee are fielded and issues resolved, the Audit Committee accepts the Form 990 and the Form 990 is provided to all voting members of the Board of Trustees prior to filing.”

“Conflict of Interest Policy Compliance: STAFF: College employees who are directly or indirectly involved in purchasing or other financial transactions involving the College are required, on an annual basis, to complete and submit a Conflict of Interest Staff Disclosure Form for his or her supervisor's review. SUPERVISORS: - On an annual basis, supervisors review the policies related to Conflict of Interest and specifically Purchasing and Contracts, Gifts and Gratuities, Employment of Relatives, and Consulting and Outside Activities with all staff who report to them; - obtain and review disclosure forms from those who are required to complete them for possible conflicts; - review forms for completeness and, where necessary, take any follow up action that is appropriate. If there is a conflict of interest or the appearance of one, the supervisor reviews the disclosure form with the staff member and/or refers the situation to the appropriate Cabinet Member. If the situation warrants, the Cabinet Member will confer with the Human Resources Office. OFFICERS/BOARD OF TRUSTEES: Each trustee and officer annually completes and executes a Declaration, which affirms that such person has received a copy of the Conflict of Interest Policy, has read and understands the Policy, and has agreed to comply with the Policy. Annual Declarations are submitted to the Secretary of the Board of Trustees, who compiles the data and reports the results to the Board Executive Committee through the Audit Committee. A trustee or officer discloses through the Declaration form the existence of any financial or other interest, which could give rise to a conflict of interest. Disclosures of actual or potential conflicts of interest made by any trustee are referred to the Board Executive Committee (Committee). Any action taken by the Committee regarding conflicts of interest requires approval by the Board of Trustees. Disclosure of actual or potential conflicts of interest by any officer (who is not a trustee) is delegated to the President of the College, who reviews the final determination with the Chair of the Board of Trustees before any action is taken.”

“The Trustee Compensation Committee utilizes benchmark salary data from comparable higher education institution groups for the executive management positions of President, Vice Presidents, officers, key employees, and disqualified individuals. Compensation data is gathered of peer group institutions, which is available from subscribed survey data sources. The salary medians of the comparable education institution groups will inform the committee and be used as guides. The committee will also review salary in relation to local and national inflation measures, individual performance, as evidenced by the annual written performance evaluations, and the individual's length of service in the position. Detailed analyzed data is presented to the committee for review and discussion. After review and discussion of report results, performance evaluations, and any requested additional clarification, the committee, in executive session with the President and Board Secretary, determines salary increases for Vice Presidents and others. The Board Secretary is excused and the committee determines the Board Secretary's salary increase. The President is excused from the meeting and the committee develops a recommendation to the Board of Trustees for the President's salary increase. Minutes of the committee and the analyses are kept in confidentiality limited to the committee, President, Board Secretary, Vice President for Administration and Finance/Treasurer, and Director of Human Resources. The Director of Human Resources retains the minutes analyses as documentation of the process. The committee presents its report on the President's recommended salary increase to the Board of Trustees during the May board meeting. The Board of Trustees carefully consider the recommendation and the analysis performed by the Compensation Committee prior to approving the President's salary increase.”

“- Financial statements are available on Harvey Mudd College's website. - Conflict of interest policy is available to the public upon request. - Governing documents are not made available to the public.”

“Actuarial Adjustment 394,998. UBI Loss from Partnership Investments 991,589. Pledge Writeoff -4,208.”