| FORM 990, PART III, LINE 4A |
PROGRAM SERVICE ACCOMPLISHMENTS FOUNDED IN 1749, WASHINGTON AND LEE UNIVERSITY IS NAMED FOR TWO OF THE MOST INFLUENTIAL MEN IN AMERICAN HISTORY: GEORGE WASHINGTON, WHOSE GENEROUS ENDOWMENT OF $20,000 IN 1796 HELPED THE FLEDGLING SCHOOL (THEN KNOWN AS LIBERTY HALL ACADEMY) SURVIVE, AND ROBERT E. LEE, WHOSE PRESIDENCY AND INNOVATIVE LEADERSHIP BROUGHT THE UNIVERSITY INTO THE NATIONAL LIMELIGHT. WASHINGTON AND LEE IS A SMALL, PRIVATE, LIBERAL ARTS UNIVERSITY NESTLED BETWEEN THE BLUE RIDGE AND ALLEGHENY MOUNTAINS IN LEXINGTON, VA. IT IS THE NINTH OLDEST INSTITUTION OF HIGHER LEARNING IN THE NATION. WASHINGTON AND LEE IS COMPOSED OF TWO UNDERGRADUATE DIVISIONS, THE COLLEGE AND THE WILLIAMS SCHOOL OF COMMERCE, ECONOMICS, AND POLITICS; AND A GRADUATE SCHOOL OF LAW. THE MUDD CENTER FOR ETHICS IS A RESOURCE FOR STUDENTS AND FACULTY AT ALL THREE SCHOOLS. THE SCHOOL OF LAW IS HOME TO THE CENTER FOR LAW AND HISTORY, THE FRANCIS LEWIS LAW CENTER, AND THE TRANSNATIONAL LAW INSTITUTE. |
| FORM 990, PART VI, SECTION A, LINE 2 |
FAMILY OR BUSINESS RELATIONSHIPS A TRUSTEE HAS DISCLOSED THAT SHE IS CHIEF LEGAL OFFICER AND EXECUTIVE VICE PRESIDENT AT THE CORPORATE OFFICES OF ONE OF THE LOCAL LEXINGTON BANKS. THE UNIVERSITY HAS A RELATIONSHIP WITH THIS BANK THROUGH THE SERIES 2003 BONDS. HOWEVER, THE TRUSTEE WAS NOT ON THE BOARD AT THE TIME THE SERIES 2003 BONDS WERE ISSUED. IN ADDITION, THE SERIES 2003 BONDS WERE PAID IN FULL DURING THE UNIVERSITY'S 2017-2018 FISCAL YEAR. IN 2019, THIS BANK MERGED WITH ANOTHER LOCAL BANK (BANK2) THAT THE UNIVERSITY USES AS ITS MAIN BANKING RELATIONSHIP. THE UNIVERSITY USE OF BANK2 WAS DONE THROUGH A COMPETITIVE RFP PROCESS. |
| FORM 990, PART VI, SECTION B, LINE 11B |
990 REVIEW THE 990 IS PREPARED BY THE UNIVERSITY BUSINESS OFFICE AND REVIEWED BY MANAGEMENT. AN OUTSIDE ACCOUNTING AND TAX FIRM COMPILES THE 990 FORMS AND PROVIDES ADDITIONAL CLARIFICATION. THE AUDIT COMMITTEE REVIEWS AND APPROVES THE FORM 990, AFTER WHICH A COPY IS DISTRIBUTED THROUGH A CONFIDENTIAL WEB PORTAL TO THE ENTIRE BOARD OF TRUSTEES. |
| FORM 990, PART VI, SECTION B, LINE 12C |
CONFLICT OF INTEREST POLICY THE CONFLICT OF INTEREST AND TRANSACTIONS WITH INTERESTED PERSONS POLICY IMPOSES A CONTINUING OBLIGATION TO DISCLOSE POTENTIAL CONFLICTS TO THE OFFICE OF GENERAL COUNSEL OF THE UNIVERSITY. THE CONTROLLER WILL ADVISE THE CHAIR OF THE TRUSTEESHIP COMMITTEE (FOR TRUSTEE AND INTERESTED PERSON DISCLOSURES) AND CHAIR OF THE AUDIT COMMITTEE (FOR EMPLOYEE DISCLOSURES) REGARDING ANY POTENTIAL CONFLICTS OF INTEREST AMONG THESE PERSONS. THE TRUSTEESHIP COMMITTEE FOR TRUSTEES AND INTERESTED PERSONS AND THE AUDIT COMMITTEE FOR EMPLOYEES, HAVE THE AUTHORITY TO OVERSEE AND DECIDE WHETHER AN INDIVIDUAL COVERED UNDER THE POLICY SHOULD DISCLOSE HIS OR HER INTEREST TO THE BOARD AND RECUSE HIM OR HERSELF IN MATTERS WHERE A POTENTIAL CONFLICT MAY EXIST. THEY ALSO DECIDE WHETHER ANY DISCLOSED POTENTIAL CONFLICTS RISE TO THE LEVEL OF EXCESS BENEFIT TRANSACTIONS OR UNMANAGEABLE CONFLICTS. THE GENERAL COUNSEL WILL MAKE A PERMANENT RECORD OF DISCLOSED POTENTIAL CONFLICTS, WHICH IS AVAILABLE TO ANY TRUSTEE OR OTHER PERSONS AUTHORIZED BY THE CHAIR OF THE TRUSTEESHIP COMMITTEE AND AUDIT COMMITTEE. THE POLICY DEFINES THE MEANS TO DISCLOSE, RESOLVE AND MANAGE REAL, APPARENT OR POTENTIAL CONFLICTS. A CONFLICT OF INTEREST POLICY IS IN PLACE FOR ALL OTHER EMPLOYEES AND FINANCIAL AND FINANCIAL AID PERSONNEL REVIEW THEIR RESPECTIVE CODES OF CONDUCT/ETHICS ANNUALLY. |
| FORM 990, PART VI, SECTION B, LINE 15A |
EXECUTIVE COMPENSATION THE POLICY ON GUIDELINES FOR REVIEWING EXECUTIVE COMPENSATION OUTLINES THE PROCESS TO BE FOLLOWED. THE BOARD OF TRUSTEES, OR ITS EXECUTIVE COMMITTEE, IS CHARGED WITH THOROUGHLY REVIEWING THE PRESIDENT'S COMPENSATION, AS WELL AS ASSESSING AND APPROVING THE REASONABLENESS OF THE COMPENSATION. THE REVIEW OF PRESIDENTIAL COMPENSATION INCLUDES EVALUATION OF MARKET DATA AND COMPARISON TO PEER SCHOOLS. THE FULL BOARD OF TRUSTEES APPROVES COMPENSATION FOR THE PRESIDENT. THE BOARD ALSO CONDUCTS A THOROUGH REVIEW OF THE PRESIDENT'S PERFORMANCE FROM THE PRIOR YEAR AT THIS TIME. THE UNIVERSITY GENERAL COUNSEL RECORDS MINUTES OF THE MEETINGS REGARDING THE PRESIDENT'S COMPENSATION, AND RETAINS COPIES OF THE PERFORMANCE REVIEWS. FOR OTHER EXECUTIVES AND OFFICERS, THE PRESIDENT AND EXECUTIVE DIRECTOR OF HUMAN RESOURCES REVIEW FINANCIAL BUDGETS, EMPLOYEE PERFORMANCE, AND BENCHMARK DATA FOR SIMILAR POSITIONS AT PEER SCHOOLS TO DETERMINE REASONABLENESS OF COMPENSATION. |
| FORM 990, PART VI, SECTION C, LINE 19 |
AVAILABILITY OF DOCUMENTS THE UNIVERSITY MAKES ITS GOVERNANCE DOCUMENTS, SUCH AS THE CHARTER AND BYLAWS, AVAILABLE ON THE UNIVERSITY WEBSITE UNDER THE OFFICE OF GENERAL COUNSEL, POLICIES AND LEGAL NOTICES, BOARD POLICIES AND STATEMENTS. THE CONFLICT OF INTEREST POLICIES, STATEMENT OF ETHICAL PRINCIPLES, CODES OF CONDUCT/ETHICS ARE ALSO POSTED AT THE SAME WEBSITE ADDRESS. FINANCIAL STATEMENTS ARE SUMMARIZED ON THE OFFICE OF THE TREASURER WEB PAGE. COPIES OF AUDITED FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST FROM THE UNIVERSITY TREASURER. THE UNIVERSITY WEBSITE IS WWW.WLU.EDU |
Attach to Form 990 or 990-EZ.