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1.3.3.1 Ithaca College Conflict of Interest Policy for Members of the Board of Trustees, Officers and the Five Highest Compensated Employees of the College

Amended  by the Board of Trustees on May 17, 2014 and October 10, 2014.

The following statement of policy applies to all voting members of the Board of Trustees (“Trustees”) all officers of the College (“Officers”), and the Five Highest Compensated Employees of the College as reported on IRS Form 990.

Fiduciary Responsibilities

Trustees, Officers and the Five Highest Compensated Employees owe special duties of care and loyalty to the College as they are responsible for the total well-being of the institution.  They must place the welfare of the College above their own personal interest and place as secondary any possible alumni, faculty, student, family or outside business interests.  Using the trustee or officer position for personal gain or advantage or to obtain favored status for or from a special interest group or business, affiliates, or family over the best interests of the institution and the public good is to be avoided.  Trustees, Officers and the Five Highest Compensated Employees should avoid even the appearance of a conflict of interest that might embarrass the board or the institution and to reveal these possible conflicts in a timely fashion.

Disclosure of Known or Possible Conflicts of Interest

Trustees, Officers and the Five Highest Compensated Employees shall advise the chairperson of the Audit Committee of any known conflict or possible conflict of interest, direct or indirect, personally or through any other related or affiliated person, persons or other entity relating to financial or other transactions with or interests involving the College, regardless of dollar amount.

The “Conflict of Interest Annual Disclosure Statement,” as approved by the Board of Trustees, shall be provided to Trustees, Officers and the Five Highest Compensated Employees on an annual basis.  These forms shall be filed with the secretary of the board who shall provide copies to the chairperson of the Audit Committee and, in the case of Officers, to the president.  It is the responsibility of Trustees, Officers and the Five Highest Compensated Employees to keep these forms current at all times.

Review of Known or Possible Conflicts of Interest

Members of the Audit Committee will review all conflicts or possible conflicts of interest reported by Trustees.  The president will review all conflicts or possible conflicts of interest reported by Officers or the Five Highest Compensated Employees.  If the Audit Committee or president, as appropriate, determines a conflict or a possible conflict exists, the situation will be reviewed following the process described below. When conflicts are not approved as an exception, Trustees, Officers, and the Five Highest Compensated Employees must either remove themselves from the conflict or resign their position.  Information disclosed shall be held in confidence by members of the Audit Committee and the Board of Trustees.

Approval of Exceptions

On rare occasions, trustee, officer, or the Five Highest Compensated Employee related business may supply the best services or goods and/or may provide the best price in the area.  Such transactions may be ratified by a vote of the Board of Trustees providing:

  1. The relationship between the Trustee, Officer or Five Highest Compensated Employee and the supplier has been disclosed through the reporting system.
  1. The transaction has been reviewed by the Audit Committee or president, as appropriate, and a recommendation has been made to the Board of Trustees.
  1. The benefits to the College from trustee, officer, or five highest compensated employee related business and/or the prices paid for those benefits are measurably better than those that could be obtained from unrelated entities.

Interested Trustees may be counted in determining the presence of a quorum at the meeting of the Board of Trustees at which such transaction is considered; however, the Interested Trustee shall abstain from voting on this matter and shall not be present at the time of the vote.

1.3.3.2 Statement of Trustee Responsibilities and Code of Conduct

We, the members of the Board of Trustees of Ithaca College, recognize the importance of articulating standards in the way we exercise our trusteeship. By adopting this statement we exercise our trusteeship. By adopting this statement we acknowledge that trusteeship requires a code of behavior not usually expected of other citizens. By willingly and enthusiastically accepting the privilege of serving the public interest and this institution, we also accept the obligations and responsibilities that accompany our trusteeship.

This statement is intended to clarify our individual responsibilities, which we acknowledge to be distinct from, but complementary to, those of the board as a corporate entity. It shall serve to help individuals being considered for nomination to the board to decide whether they wish to accept election, to remind new and incumbent members of their obligations, and to encourage periodic review of ourselves and our board's performance.

Therefore, as trustees of Ithaca College, we each pledge to:

  1. participate in the appointment, support, and assessment of the president;
     
  2. counsel the chief executive as appropriate and offer support in the chief executive's relationships with groups or individuals on or off campus;
     
  3. remain knowledgeable about the institution's mission, purposes, goals, policies, educational offerings, strengths, and needs;
     
  4. serve the institution as a whole rather than any special interests(s);
     
  5. remain knowledgeable about trends in higher education and other institutions in our community, state, region, and nation;
     
  6. when called upon by the board, help interpret and explain to the administration and academic community the needs, interests, and concerns of the community at large in the course of helping to set institutional purposes, priorities, and policies;
     
  7. Help interpret and explain to state policy makers and others how the unique nature of an academic enterprise makes it distinct from other public agencies, including its essential commitment to academic freedom and its delicate internal system of shared governance. In a similar vein, we pledge to protect the institution's integrity and independence from unreasonable outside interference;
     
  8. assist the Institutional Advancement Committee and administration by implementing fund-raising strategies to the best of our ability through personal influence with other corporations, individuals, and foundations;
     
  9. make Ithaca a priority in charitable giving, and give an annual gift according to personal means, mindful of the need to support capital and annual giving programs as appropriate;
     
  10. prepare for and participate in all official board meetings and functions, including committee meetings and appropriate campus events;
     
  11. suggest agenda items periodically for board and committee meetings to ensure that significant policy-related matters are addressed;
     
  12. actively deliberate, discuss and debate board matters consistent with one's conscience and convictions, while supporting the majority decision on issues decided by the board;
     
  13. understand the institution's financial statements to help the board fulfill its fiduciary responsibility;
     
  14. serve in leadership positions or undertake special assignments willingly and enthusiastically when asked;
     
  15. maintain confidentiality of the board's deliberations and speak on behalf of the board or institution only when authorized to do so by the chairperson or the chairperson's designee;
     
  16. ensure that our communication with individual students, faculty, staff, or administrators is judicious and appropriate to our roles as trustees;
     
  17. assess clearly and critically any situation that may present a conflict of interest for the Board or the institution; inform the board of possible conflicts in a timely fashion for disposition by the Board as it may decide;
     
  18. establish and support board channels for the resolution of differences;
     
  19. suggest trustee nominees to the board who are individuals of achievement and distinction and who can make significant contributions to the work of the board and the progress of the institution;
     
  20. encourage periodic review of the board's performance and support peer assessment of the Board's performance as an example to all members of the academic community and to acknowledge that Board and presidential leadership are interdependent; and
     
  21. Bring a sense of humor to the board's deliberations.

We, the trustees of Ithaca College, thus commit ourselves individually and collectively to the highest possible standards of conduct. We acknowledge that each of us shares a profound obligation to exercise our best possible judgment as we face the often perplexing matters affecting the health and vitality of this institution we hold in trust for future generations. At the same time, we appreciate that trusteeship, like the presidency, is a distinctly human enterprise and a somewhat imperfect device.

We respect the judgments of others concerning our performance, because we recognize the need to see ourselves as others see us. As willing volunteers in perhaps the most noble of all forms of volunteerism in our participatory democracy, we individually pledge to help the board and Ithaca College be all they are capable of being.

1.3.3.3 Board Policy on Tuition and Fees

All students attending the College and not expressly exempted from the payment thereof, shall pay such tuition and other fees at such times and in such a manner as may be fixed by the Board of Trustees. The board expressly reserves the power at any time without prior notice to make such increases and changes in the amount, time and manner of payment as it may deem necessary and proper.

No degree shall be conferred or certificate issued until all fees and other financial obligations to the College have been paid or satisfactorily arranged.

1.3.3.4 Procedure for Election of Chair and Vice Chair of the Board

The chair of the Governance Committee will be responsible for initiating the process of annual election. If at the time of officer elections, the chair of the Governance Committee is an officer of the board, then the chairman of the board shall nominate another member of the Governance Committee to fulfill the board officer election responsibility. It is the responsibility of the chair of the Governance Committee or the designated alternate to review with an incumbent his/her desire for re-election.

The election of board officers will take place in executive session. The individuals under consideration as board officers will not be present for the session. During the executive session, the board will vote to ratify the election of the incumbents or alternatively determine whether an open election including new nominees should be conducted. The chairman and the vice chairman shall be elected for a term of three years.

1.3.3.4a Board Officer Nomination and Selection Procedures

The Governance Committee will have responsibility for facilitating the process to be used in generating board chair and vice-chair nominations for consideration and final vote of the full board.  The Governance Committee may elect to operate as a committee of the whole or a nomination sub-committee may be created under the direction of the Governance Committee to fulfill the tasks outlined in the nomination process.  Every effort will be made to initiate the nomination process by December preceding the expiration of the current board chair and vice-chair terms. The election of board chair and vice-chair are two distinct processes.  Being selected as vice-chair does not confer chair elect status.

Process:

  1. The nomination committee will contact all board members to obtain feedback from trustees on the qualities needed for board leadership in the next three year period.  The feedback will be used by the nomination committee to develop a statement of essential criteria for a successful board chair.  The statement will be called “A Portrait of the Next Chair of the Board of Ithaca College”. 
  2. If, as a result of the above, there is agreement by the committee that a sitting Board Chair who is eligible for reelection meets the criteria he/she will be invited to stand for reelection.  The Chair of the committee, shall, prior to the February Governance Committee meeting, ascertain from the Board Chair his/her willingness to continue in the position.  In such case, the Committee shall, at its February meeting, resolve to recommend to the Board at its May meeting the reelection of the Board Chair.  If the Board Chair is a member of the Governance Committee, or attends any Trustee Committee meetings, he or she shall withdraw during any portion of a meeting during which his/her name is under discussion.
  3. If a sitting Chair is not invited, or able to, stand for reelection, the committee chair shall initiate the remaining steps of the process.
  4. The nomination committee will distribute “A Portrait of the Next Chair of the Board of Ithaca College” to all trustees who will be asked to consider nominations of individuals capable of fulfilling the expectations outlined in the document.  The nomination committee will follow-up   distribution of the document with a telephone call to all members of the board to solicit nominations.  A trustee may either self-nominate or nominate other trustees for consideration of Chair.  During the conversation each trustee will be asked if nominated if he/she would be willing to serve.  In addition, trustees will be asked who might be possible vice-chair candidates.
  5. Once all nominations are obtained the members of the nomination committee will confirm the willingness of the nominated candidates to be considered.  Upon completed confirmation, the nomination committee will distribute the list of nominees and a series of questions for consideration to all trustees.  The questions will include but not be limited to:
    1. Who meets the criteria outlined in “The Portrait of the Next Board Chair”?
    2. What are the strengths and weaknesses of each of the nominees? 
    3. How would you rate the nominee(s) in the following areas:
      1. Availability (equivalent of one day/week)
      2. Available to periodically be on campus between board meetings
      3. Demonstrated leadership abilities
      4. Personality that will represent the College well
  6. The nomination committee will propose the nominees from those meeting the criteria.  The committee chair informs the president of the committee’s deliberations to enable the president the opportunity to provide feedback to the committee on the compatibility between the president and each of the nominees.
  7. The committee chair will communicate with the final list of nominees to confirm willingness to serve and to request a written self-reflection from the final nominees on their ability to fulfill the criteria identified.
  8. The committee will review the final list of nominees, board member feedback, and the self-reflection documents from each nominee.  The committee votes to select its final nominee.  A unanimous vote is desirable, but a majority vote will be required.  The committee chair will vote to break a tie.  The nominee will be informed that his/her name will be presented to the full board for election.
  9. The committee chair will inform all nominees who did not get selected.
  10. At the May Board meeting, the committee chair presents the committee’s nomination of the board chair and vice-chair to the full board in executive session, will review the process used to determine the nominees, answer questions regarding the nominees, and will invite competing nominations.  The nominees and other candidates being recommended for board chair and vice chair shall be excused for this portion of the meeting.
  11. The full board votes to elect the next chair and vice-chair of the board from the final slate of nominees.  The vote will be conducted in accordance with the board by-laws.  The election of chair and vice-chair is effective as of June 1.

1.3.3.5 Honorary Trustee Nominations and Recognition

Amended by the Board of Trustees on October 10, 2014.

Nomination Criteria

The following criteria serve as guiding principles to be used by the Governance Committee for nominations of individuals for the designation of honorary trustee:

  • Track record of truly distinguished Board service, with an exemplary level of engagement as a trustee. Widely recognized by fellow trustees as a leading contributor to the Board and to the College (in thoughts, time and contributions).
  • Truly engaged with the College, beyond simply attendance at the regular Board meetings.
  • Demonstrated leadership, not only at a committee level but (whenever asked) through a superior and distinctive level of engagement and leadership in special efforts and activities (campaigns; building efforts; service on special or ad hoc committees; etc.).
  • A true and effective ambassador for the College, beyond the reaches of campus life, proactively engaged in efforts to enhance outside awareness of the College, its brand and its key initiatives.
  • Someone who, if given the honorary trustee recognition, can be reasonably expected to continue to be engaged through periodic attendance at College events, Board meetings.
  • In exceptional circumstances, the designation of honorary trustee may be awarded posthumously.

Recognition and Engagement of Honorary Trustees

  • The College and the Board will be focused and intentional in their communications with honorary trustees, through written communication (personalized from time to time) and periodic meetings or phone calls (by President and Board Chair from time to time but at least annually).
  • When honorary trustees attend Board meetings, the Chair or President should always introduce them and thank them for attending. While not voting members, the Chair would be wise to engage honorary trustees during discussion of issues where they may have particularly relevant insights.
  • As needs arise, honorary trustees should be selected to serve on ad hoc committees (campaign committees, search committees, or other efforts where their experience and insights can be leveraged).
  • Honorary trustees will be invited to key college events, and where appropriate they will be introduced and recognized as in attendance, and attending active trustees and College leaders will engage with them during such activities.
  • A current trustee will be appointed by the Board Chair to serve as a point of contact/mentor for the honorary trustee. Specific expectations of the current trustee for interactions with the assigned honorary trustee include periodic conversations with the honorary trustee to keep them apprised of key issues or developments at the College (Board-related generally).
  • The Governance Committee should establish an annual discipline of assessing the Board's and the College's effectiveness in dealing with honorary trustees, including an annual reaching out to each honorary trustee for input on the function, level of communication, role, etc. (personal - not an electronic survey).

1.3.3.6 Audit Committee Charter

Amended by the Full Board on October 10, 2014

Committee Title

This committee shall be called the Audit Committee of the Board of Trustees of Ithaca College.

Committee Membership

The Audit Committee will be appointed by the chairman of the Board of Trustees. The Audit Committee will be composed of up to five board members, independent of management.  The chair of the Audit Committee chair shall not serve simultaneously as the chair of the Investment Committee or the chair of the Finance Committee.

Functions and Responsibilities

The Audit Committee is a standing committee of the Board of Trustees. The Audit Committee’s principal responsibilities are to provide oversight to ensure that appropriate accounting policies and internal controls are established and followed, and that the College issues financial statements and reports in a timely manner in accordance with the College’s regulatory obligations. The Audit Committee’s other responsibilities include the following:

  • Recommending to the Board of Trustees the selection and retention of the independent public accountants for the College.
  • Recommending to the Board of Trustees, when the Audit Committee deems it advisable, that the independent public accountants engage in specific studies and reports regarding auditing related issues, accounting procedures or other matters.
  • Reviewing with the independent public accountants annual financial statements, including any adjustments to those statements recommended by them, and any significant issues that arose in connection with the preparation of those financial statements.
  • In consultation with the independent public accountants and management, reviewing the adequacy of financial disclosures in the audited financial statements.
  • Reviewing, as appropriate and in consultation with the independent public accountants, accounting policies and procedures applicable to the College as well as any management responses to auditor comments relating to those policies and procedures.
  • In consultation and coordination with the Vice President and General Counsel, investigating--when the Audit Committee deems it necessary--potential, actual or perceived improprieties in College operations.
  • Meeting at least annually with the Vice President for Finance and Administration, the Vice President and General Counsel and with the independent public accountants to discuss any issues arising from the Audit Committee’s responsibilities.
  • Meeting at least annually with the independent public accountants (outside the presence of management) to discuss any issues arising from the Audit Committee’s responsibilities.
  • Meeting at least annually with management (outside the presence of the independent public accountants) to discuss management’s evaluation of the work performed by the independent public accountants.
  • Obtaining from management and external advisors reports relating to accounting, tax, regulatory, governance, internal controls and other business matters.
  • Recommending, reviewing and amending when required a Code of Ethical Conduct and ensuring that management has established a system to enforce the code for all College personnel.
  • Obtaining, when the Audit Committee deems it necessary, the advice of outside consultants and professionals (including but not limited to retention of special legal counsel) to advise the Audit Committee on matters within the scope of its charge.

Minutes

The secretary to the Board of Trustees shall be responsible for the preparation of minutes for each committee meeting, distribution of the minutes to committee members, and for ensuring that committee meeting minutes are retained on a permanent basis.

1.3.3.7 Statement of Investment Objectives, Goals and Policy Guidelines

Amended May 16, 2015

Preamble

Effective April 1, 1997 the Ithaca College Endowment Fund investment structure changed from a global balanced philosophy, where individual management firms had responsibility and discretion within College guidelines to determine asset allocation; to a strategic philosophy, whereby individual management firms have responsibility for managing specific purpose portfolios within the College's Endowment Fund structure.  The College now assumes responsibility for the overall asset allocation and the periodic rebalancing, as necessary.

I.  Philosophy

Beginning modestly, the Ithaca College Endowment Fund has enjoyed significant growth.  The assets support an ever broadening array of activities that assure the College's future mission.  The Trustees, ever mindful of their stewardship, have caused this statement to be prepared as a policy framework for a disciplined process that seeks to add value and minimize risk for the College and those who benefit from these assets.  The Investment Committee of the Board of Trustees is charged with the responsibility of overseeing the management of the Endowment Fund assets, as well as the ongoing review and updating of these policy guidelines.

II.  Investment Objectives

The Endowment Funds are permanent funds with disciplined longer-term investment objectives and strategies that will accommodate relevant, reasonable, or probable events. 

Careful management of the assets is designed to ensure a total return (income plus capital change) necessary to preserve and enhance (in real dollar terms) the principal of the funds and at the same time, provide a dependable source of support for current College operations and programs.

Spending for current operations and programs should not exceed 6% of a 20 quarter moving average of the Fund's total market value.

II.  Diversification of Investments

In recognition of the prudence required of fiduciaries, reasonable diversification will be sought where possible.  Experience has shown financial markets and inflation rates are cyclical and therefore, control of volatility will be achieved through diversification of asset classes and selection of managers of diverse styles.

IV.  Asset Allocation (updated: May 2015)

Since the selection and weighting of asset classes is the primary determinant of investment return and volatility, asset choice will be carefully considered by the College in accordance with a systematic allocation process derived from consultation with their advisors. Approved asset classes and policy target ranges are noted below:

Asset Class % Target Allocation % Range Index Benchmark
Global Equity 45.0 35 - 55 MSCI All Country World Index
Global Private Equity 7.5 0 - 15 Ithaca College Private Equity Index
Flexible Capital 22.5 15 - 30 HFRI Fund-of-Funds Composite Index, HFRI Fund Weighted Composite Index
Fixed Income 10.0 5 - 15 Fixed Income Composite Index
Real Estate 10.0 5 - 15 NCREIF Property Index, FTSE EPRA/NAREIT Developed Index
Inflation Hedging* 5.0 0 - 10 Inflation Hedging Composite Index
Cash Equiv. and ST 0.0 0 - 5 Citigroup Treasury Bill 3 Month Index

*Includes TIPS, commodities and natural resources.

Last Updated: October 10, 2014