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Committees of the Board of Directors

 

Executive Committee

The Executive Committee serves as the Board’s primary advisory body to the President and is empowered by the Bylaws to act on behalf of the Board when necessary. The Committee also deals with issues of major policy as they may arise from time to time and, working with the President and Board Chair, helps oversee the development of agendas for Board meetings. The Executive Committee’s Subcommittee on Compensation conducts an annual evaluation of the President and determines the President’s compensation level; reviews the recommendations of and advises the President on compensation levels for senior University administrators; reviews and advises on individual contracts which include provisions above and beyond the scope of the University’s base compensation and benefits structures, as well as contracts subject to the federal “intermediate sanctions” law; and ensures that the philosophy behind, and strategies to implement, the University’s compensation level are effective, reasonable, and fair.

The Executive Committee also discusses the University’s tolerance for risk with management. In addition, the Executive Committee reviews management’s identification of enterprise risks and exposures and either retains oversight of such risks or assigns oversight to the Board or other Committees of the Board. With respect to the risks for which it retains oversight, the Executive Committee performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.
  

University-wide Committees and Subcommittees

Audit Committee

I.    PURPOSE

The Audit Committee is a committee of the University’s Board of Directors. Its primary function is to assist the Board in fulfilling its oversight responsibilities relating to:

  1. the quality and integrity of the University’s financial reporting;
  2. the independence, qualifications and performance of the external auditor;
  3. the internal audit function;
  4. the University’s compliance function and its compliance with laws and regulations and University policies; and
  5. the University’s overall systems of internal control and risk management.


2.   MEMBERS
 

  1. The Committee consists of at least four members, including a Chair, each of whom shall be appointed by the Board of Directors.
     
  2. Each Committee member must be independent, meaning that the Committee member may not: (1) have any relationship to the University that may interfere with the exercise of his or her independence from the University and its management; (2) be employed by the University; or (3) receive directly or indirectly any consulting, advisory or other compensatory fee from the University.
     
  3. Each Committee member must be financially literate, meaning that the Committee member shall be able to read and understand fundamental financial statements, such as a statement of financial position, statement of activity and statement of cash flows. In addition, at least one Committee member should have financial expertise, which shall be a person with the following attributes: (1) an understanding of generally accepted accounting principles (“GAAP”) and financial statements; (2) the ability to assess the general application of GAAP; and (3) an understanding of audit committee functions.
     

3.   DUTIES AND RESPONSIBILITIES

Among its specific duties and responsibilities, the Committee will:

A.  EXTERNAL AUDITOR

  1. Independence. At least annually, consider the independence of the independent accountants, receive reports from the independent accountants about their independence, and discuss with the independent accountants any relationships that may bear on their independence.
     
  2. Evaluation. At least annually, evaluate the qualifications and performance of the independent accountants.
     
  3. Appointment and Removal. Appoint and retain the independent accountants, which shall report directly to the Committee, and approve the dismissal of the independent accountants when appropriate.
     
  4. Annual Audit Engagement; Other Services. Approve in advance: (a) the annual audit engagement and fees; (b) all other services (and related fees) to be provided by the independent accountants; and in the case of non-audit services, consider whether the provision of these services is compatible with independence. The Chair may approve services (and related fees) described in clause (b), subject to any limits established by the Committee from time to time, and any such approvals shall be reported to the Committee at its next regular meeting. Management may authorize specific services or engagements (and related fees) described in clause (b), subject to any limits established by the Committee from time to time; provided that the Committee or Chair has approved the provision of the services and that any such authorizations shall be reported to the Committee at its next regular meeting.
     
  5. Audit Plan. Review and discuss with the independent accountants the annual audit plan, including: (a) the scope and staffing of the audit; and (b) the independent accountants’ process for identifying and responding to key audit and internal control risks.
     

B. FINANCIAL REPORTING

  1. Annual Financial Statements. Review and discuss with financial management and the independent accountants the annual audited financial statements, the independent accountants’ report on the financial statements and the management letter issued by the independent accountants.
     
  2. Results of Annual Audit. Review and discuss with financial management and the independent accountants significant matters relating to the audit, including:

    • any significant changes required in the independent accountants’ audit plan;
    • major issues regarding accounting policies and financial statement presentations, including any significant changes in the selection or application of accounting policies;
    • judgments and estimates made by management in connection with the preparation of the financial statements;
    • the independent accountants’ judgment about the quality of the University’s accounting policies;
    • any significant difficulties encountered during the audit and management’s response, and any disagreements with financial management; and
    • other matters related to the conduct of the audit that should be communicated to the Committee under generally accepted auditing standards.
       
  3. Recommendation to the Board.  Recommend the annual audited financial statements to the Board of Directors for approval.
     
  4. Other Audits and Required Filings.  Review and discuss other significant financial filings required by law or regulation, including the results of the annual benefit plan audits and annual A-133 audit, and the Form 990 tax return.
     
  5. Interim Financial Information.  Review and discuss with financial management interim financial information, including any reports of the independent accountants with respect to interim periods and updates with respect to the management letter issued by the independent accounts.

C. INTERNAL AUDITOR

  1. Director of Internal Audit. Review and approve the appointment and, when appropriate, the replacement or dismissal of the Director of Internal Audit.
     
  2. Review of Internal Audit Plan. Review and discuss with the Director of Internal Audit the annual internal audit plan, including: (a) the scope, budget and staffing of the plan; (b) Internal Audit’s risk assessment process and the interrelationship of this process and the annual internal audit plan; and (c) the interrelationship of the internal and external audit plans.
     
  3. Approval of Internal Audit Plan. Approve the annual internal audit plan, and review and discuss with the Director of Internal Audit any significant changes to the plan.
     
  4. Internal Audit Findings. Review and discuss with financial management and the Director of Internal Audit:

    • reports from Internal Audit;
    • significant findings and recommendations made by Internal Audit, and management’s response, including the timetable for implementation of corrective actions; and
    • any difficulties encountered in the course of the internal audit activities, such as restrictions on the scope of work or access to information. 

D. INTERNAL CONTROLS; INFORMATION SYSTEMS; RISK OVERSIGHT

  1. Oversight of Internal Controls. Review and discuss with financial management, the Senior Vice President/Chief Operating Officer, the Treasurer, the Director of Internal Audit, the Associate Vice President for Compliance and Ethics, and the independent accountants, the adequacy and effectiveness of the University’s internal controls, including:

    • any significant deficiencies in internal controls, and significant changes in internal controls, that are reported to the Committee; and
    • any related significant findings and recommendations, together with financial management’s responses, including the timetable for implementation.
       
  2. Information Systems and Security. Review and discuss with management the status and adequacy of the University’s major information systems and its information security, including significant risks and the University’s policies and practices for managing these risks. 
     
  3. Oversight of Enterprise Risk Management

    • Review and discuss with management the University’s overall processes for identifying, assessing and managing enterprise risks and exposures, and for reporting enterprise risks and exposures to the President and Executive Committee.

    • In relation to financial reporting, internal control, information technology and other risks assigned to the Committee by the Board, the Committee shall perform the following oversight activities:

      • Review and discuss with management the specific, significant risks and exposures facing the University; and

      • Assess the adequacy of management’s risk management program.

  4. Material Reports and Other Matters.  Review and discuss with the General Counsel:  (a) any material reports or inquiries received from regulators or government agencies; and (b) any legal, tax or regulatory matters that may have a material impact on the University's operations, financial statements, policies or programs.


E. COMPLIANCE

  1. Oversight of Compliance Program. Oversee the University’s compliance program with respect to laws and regulations and University policies, including the University’s standards of business conduct and conflict-of-interest policies, and receive reports at least annually from the Associate Vice President for Compliance and Ethics on the implementation and effectiveness of the compliance program. 
     
  2. Conflict-of-Interest Policies. Oversee compliance with University conflict-of-interest policies by University senior management and members of the Board of Directors, including reviewing and recommending appropriate action with respect to potential conflicts of interest involving senior management and members of the Board of Directors.
     
  3. Reports on Compliance Concerns. Receive reports from the Associate Vice President for Compliance and Ethics about: (a) significant compliance concerns reported to the University, including those reported through the whistleblower program; and (b) information on the nature and handling of other compliance concerns reported to the University.
     
  4. Reporting Mechanisms. Oversee the establishment of procedures for reporting suspected violations of law and regulations and University policies, including procedures for handling complaints regarding accounting and internal control matters.
     

4.  COMMITTEE MATTERS

  1.  Meetings; Agendas. The Committee will ordinarily meet at least four times per year, or more frequently as circumstances require. The Chair will determine a schedule for meetings of the Committee and provide the Committee with written agendas for its meetings. Committee members are encouraged to suggest the inclusion of items on the agenda.
     
  2. Minutes; Reporting. The Committee will keep written minutes of its meetings and submit them to the Board of Directors. In addition, the Committee will report regularly to the Board with respect to its activities.
     
  3. Executive Sessions. The Committee will meet in separate executive sessions: (1) at every regular meeting with the independent accountants; and (2) at least annually with the Senior Vice President/Chief Operating Officer, the Treasurer, the Director of Internal Audit, the Associate Vice President for Compliance and Ethics and the General Counsel.
     
  4. Charter; Self-Assessment. The Committee annually will evaluate its performance and review this charter, and recommend changes as appropriate to the Board of Directors for approval.
     
  5. Outside Advisors; Investigations. The Committee has the authority to retain, at the expense of the University, such outside counsel, accountants, experts and other advisors as it determines appropriate to assist it in the performance of its functions, and to approve the fees and other retention terms of any advisors retained by the Committee. The Committee has the power to conduct or authorize investigations into any matters within its scope of responsibilities. The Committee will have unrestricted access to members of the Administration, external and internal auditors, and to relevant information.

The Committee has the responsibilities and the powers set forth in this Charter. The Committee’s responsibility is one of oversight. Financial management is responsible for preparing financial statements that are complete and accurate and are in accordance with GAAP and for maintaining internal controls and processes designed to promote compliance with laws and regulations and University policies. The independent accountants are responsible for auditing the financial statements. Each of the Board, financial management, senior administration of the University, the University’s internal risk managers, the Associate Vice President for Compliance and Ethics, the Director of Internal Audit, and the independent accountants should have an open avenue of communication with the Committee.
 

Subcommittee on Faculty Relations

The Subcommittee on Faculty Relations provides oversight of faculty development and faculty concerns for the full Board. Members include the Chair of the Board (who serves ex officio), the President and the Chairs of the campus committees. The Committee shall meet regularly with the Provost, the Executive Vice Presidents for Medical Center affairs and for Law Center affairs and with faculty leadership.
 

Committee on Finance and Administration

The Committee on Finance and Administration oversees the University’s stewardship of its financial resources, monitoring and evaluating University-wide economic and financial activities, helping to establish sound financial strategies, and through the Subcommittee on Investments, ensuring that the University has in place a prudent investment policy designed to meet the University’s investment objectives. The Committee advises on and monitors the effectiveness of the University’s administrative and operations efforts in areas such as human facilities construction, maintenance and operations, information technology, human resources and employee benefits. 

In relation to financial resources, the overall financial status of the University and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities:  reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.


Committee on Strategic Development and Advancement

The Committee on Strategic Development and Advancement shall recommend actions as may be necessary to execute an effective advancement program, giving attention to policies, long-range planning, alumni relations and public relations with specific concentration on development and fundraising.

In relation to development, fundraising and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.

 

Committee on Directors

The Committee on Directors serves to develop a plan of Board composition so that the Board can deliberate and act in ways commensurate with the needs of the University and consistent with the Board’s fiduciary obligation. Working with the President, it recruits Directors and recommends candidates for election by the full Board. The Committee develops and recommends strategies, policies, and practices that orient, educate, motivate and assess the performance of Directors and the structure and organization of Board meetings.

In relation to development, fundraising and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.
 

Campus Committees

Committee on Main Campus Affairs

The Committee on Main Campus Affairs discusses and advises on matters specific to the Main Campus (such as academic programs, faculty and student issues and capital projects) and makes recommendations to the appropriate University-wide committees on Main Campus matters requiring the full Board's approval.

In relation to Main Campus matters and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.
 

Committee on Medical Center Affairs

The Committee on Medical Center Affairs makes policy recommendations on Medical Center matters ranging from academic programs to the University’s relationship with MedStar Health, Inc. The Committee also advises on faculty and student matters, capital projects, research issues, and (in conjunction with the Audit Committee) regulatory compliance and makes recommendations to the appropriate University-wide committees on Medical Center matters requiring the full Board's approval.

In relation to Medical Center matters and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.
 

Committee on Law Center Affairs

The Committee on Law Center Affairs discusses and advises on matters specific to the Law Center (such as academic programs, faculty and student issues and capital projects) and makes recommendations to the appropriate University-wide committees on Law Center matters requiring the full Board’s approval.

In relation to Law Center matters and other risks assigned to the Committee by the Executive Committee of the Board, the Committee also performs the following oversight activities: reviews and discusses with management the specific, significant risks and exposures facing the University; and assesses the adequacy of management’s actions to manage those risks.
 

The President shall be an ex officio member of all standing committees with a right to vote.

 

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