Trustees revise bylaws to establish 2 committees

August 9, 2004

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By Daniel J. Fitzgibbons

A new compensation committee and a freestanding audit committee were established Aug. 4 as the Board of Trustees approved changes in its bylaws.

Under the language adopted by the board, the Compensation Committee’s charge is to “consider and recommend to the Board on all matters pertaining to the compensation of the President … consistent with the Executive Compensation Policy.”

Formation of the committee was proposed in May by trustee Lawrence Boyle when the board approved the appointment of President Jack M. Wilson. At that time, the board authorized then-Chair Grace Fey to negotiate a compensation package with the new president. Boyle said a compensation committee would involve more trustees in the development of a salary and benefits package for the president.

The new Audit Committee, under the revised bylaws, will have responsibility for “considering, reviewing and making recommendations to the full Board on all matters relative to auditing,” including initiation of audits and the review and selection of external audit firms. The new panel is also charged with soliciting and receiving advice from “individuals, who in the sole judgment of the committee, shall qualify as ‘financial experts,’ as defined by Section 407 of the Sarbanes-Oxley Act of 2002” and Securities and Exchange Commission regulations.

Audit responsibilities previously rested with the Committee on Administration, Finance and Audit. Last week’s action brings the number of trustee committees to seven. The others are Executive, Academic and Student Affairs, Administration and Finance, Development and Athletic.