Western University of Health Sciences

“The executive committee ("committee") consists of the board chair, board vice chair, treasurer of the board, and secretary of the board. The university president serves as an ex-officio, non-voting member of the committee. The committee acts on behalf of the board, as needed, between meetings and to assume specific responsibilities not otherwise assigned to standing or ad hoc committees or prohibited by the university by-laws. The committee shall not have authority to do any of the following: (a) fill vacancies on the board of trustees or on any committee of the board; (b) fix compensation of the trustees for serving on the board or on any committee of the board; (c) amend or repeal bylaws or adopt new bylaws; (d) amend or repeal any resolution of the board of trustees which by its express terms is not amendable or repealable; (e) appoint any other committees of the board or the members of those committees; (f) approve any transaction in which the university is a party and one or more trustees have a material financial interest; between the university and one or more of its trustees; or between the university or any person in which one or more of its trustees have a material financial interest. The committee has the responsibility for facilitating the board's engagement in strategic planning, enforcing current board policies, and serving as a sounding board for the university president and board chair.”

“The university's process involving the distribution and review of the form 990 is as follows: the final complete form 990 is distributed to the university's board audit committee prior to its filing with the internal revenue service. A full review of the entire form 990 is completed with each board audit committee member appointed by the board of trustees. After full review and discussion of information reflected in the form 990, the committee accepts the document and approves its filing to the internal revenue service. The form 990 is then signed by the university's chief financial officer and electronically filed with the internal revenue service.”

“The university monitors and enforces its conflict of interest policy on a continuous basis that involves consideration of all potential interested persons. A comprehensive review and discussion of the adopted policy is held annually with all university board of trustee members. At this meeting, the board of trustees reviews in detail the current policy to assure understanding and compliance with the disclosure process. Board members are required to submit necessary disclosure forms indicating whether a conflict exists, and if yes, all related details involving the potential conflict. An independent review of the disclosure forms is performed by the university's general counsel, and if necessary, a conflict of interest management plan is established. Throughout the year, the university's general counsel monitors compliance with the conflict of interest policy and conflict of interest management plans and communicates required steps to be taken in the event of a potential conflict of interest that may arise at any time. For potential contracts, or agreements that may involve any university employee, a thorough review is conducted by university's legal counsel and other members of executive management. In the event of any potential conflict of interest exposure, required information is requested and reviewed on an independent basis and a conflict of interest management plan is established. The interested person is excused from participating in any discussion or decisions that involve the outcome of any related transactions. During the employee pre-onboarding process, the university requires all new employees to review the conflict of interest policy and complete a conflict of interest disclosure form. If the employee discloses any potential conflicts, hr will review and facilitate the creation of a management plan to specify university expectations regarding the disclosed conflict, based on the nature of the disclosed conflict. For disclosures involving high-level, complex, or potential financial interests, hr will coordinate with university legal counsel to determine the nature, if any, of potential financial interests. For all disclosures of a potential conflict of interest, hr prepares documentation outlining the nature of the conflict and confers with those involved, along with other relevant parties, to plan and implement measures for removing or properly monitoring the conflict.”

“The annual determination and approval of the compensation for the president of the university is recommended by the executive compensation committee of the board ("executive compensation committee") and approved by the full board of trustees. The university's officers' compensation is determined by the president and approved by the executive compensation committee and full board of trustees. The compensation levels of reviewed executive and senior level employees' (as defined by the executive compensation committee operating protocol), are determined by their respective supervisors and approved by the executive compensation committee of the board. On an annual basis, the executive compensation committee conducts a meeting to review proposed compensation levels for the university's president, university officers, employees that fall under the disqualified persons rule as well as other executive/senior level employees as defined by the executive compensation committee operating protocol. This process includes the hiring of an independent consultant that has a comprehensive understanding and ability to assess reasonable compensation levels for highly compensated employees in the higher education industry. The independent consultant advises the committee on issues such as market data, salary ranges, character and condition of the university, employees' role in the university, prevailing rates of compensation for comparable positions in comparable organizations, etc. The independent report discloses what is considered reasonable range compensation. The committee also reviews internally prepared employee qualifications and job descriptions to assess value and benefit to the university. After a thorough review and discussion of all types of compensation and benefits being proposed for all officers and key employees, the committee determines the reasonableness of compensation levels. Once it is assured that the committee is composed entirely of individuals who do not have a conflict of interest and are unrelated to the subject employees, and information supporting the compensation data is independent and appropriate, the committee formally approves and documents its determination of the compensation amounts. Documentation of this process and applicable items is stored in the "onboard" system. Minutes consisting of members present, as well as actions taken by anyone on the committee in the event of a conflict of interest are also stored in the "onboard" system. The information and decisions made by the committee may be forwarded to the full board of trustees for acceptance and approval, as applicable in alignment with board of trustee approved charter and executive compensation committee operating protocol.”

“The conflict of interest policy, form 990, and financial statements are posted on the website and are made widely available to the public. The school's governing documents are available upon request.”

“Change in split interest agreements 2,965,313. Differential in value of swap contract 1,960,284. Subsidiary activity -779,162.”