Statement of Role and Responsibilities of Committees
ACADEMIC AFFAIRS COMMITTEE
(Approved April 11, 2006)
Section 1. The Academic Affairs Committee is the arm of the Board of Trustees responsible for developing, reviewing and recommending academic programs and faculty personnel policies integral to fulfilling the academic mission. It is to ensure that these policies are consistent with the College's mission, strategies, goals, and fiscal resources.
Section 2. All major changes in curricula, such as additions and deletions of departments and programs, proposed by the College, should be presented to this Committee for approval and recommendation to the Board of Trustees.
Section 3. The Committee ensures that the College's academic programs are appropriate to its students and should require evidence that current and proposed programs coincide with contemporary and predicted student interests and needs. Furthermore, it shall review and monitor the effectiveness of the College's academic activities relative to students after they graduate.
Section 4. It shall review and recommend to the Board of Trustees all faculty advancements in rank and tenure and all requests for leaves of absence.
Section 5. After considering the recommendations of the President, the Committee shall review appeals from decisions of the Faculty Appeals Committee established in accordance with procedures outlined in the 1940 statement on "Academic Freedom and Tenure" of the AAUP. The Committee shall report to the Board of Trustees for final review and approval by the Board of Trustees.
Section 6. The Committee shall make recommendations to the Board of Trustees for authorizing the granting of regular degrees in cursu.
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ADVANCEMENT COMMITTEE
(Approved January 10, 2006)
Section 1. The Advancement Committee is responsible for providing oversight to the alumni relations, development, marketing, and College relations’ programs to ensure that the College fulfills its mission and achieves its goals.
Section 2. The Committee's responsibilities include:
- working with the alumni association to plan alumni strategy;
- ensuring that policies and plans are in place which provide adequate resources to the Advancement effort;
- sufficient to the attainment of the College's mission and goals;
- providing oversight to the management of the advancement programs;
- ensuring the existence of good operational and tactical plans;
- providing leadership in fundraising through personal gifts, the cultivation and solicitation of others who can make gifts, and being a strong ambassador and advocate for the College and its opportunities for advancement;
- ensuring that policies are in place for the acceptance, management, stewardship, and reporting of gifts to the College; and
- ensuring that the College has an effective plan for awarding Honorary Degrees to persons who reflect the values of Albright.
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AUDIT COMMITTEE
(Approved September 20, 2005)
Purpose
The purpose of the Audit Committee (the "Committee") of Albright College (the "College") is to assist the College's Board of Trustees (the "Board") in fulfilling its responsibility to oversee (a) the integrity of the College's financial statements and internal controls, (b) the College's compliance with legal and regulatory requirements, (c) the qualifications and independence of the College's independent auditors, and (d) the performance of the College's internal audit function should one be created.
In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the College. The Committee also has the authority to retain independent outside counsel or other experts as it determines necessary to carry out its duties. The Committee shall determine the compensation for such outside counsel or other experts and the College shall make appropriate funds available to the Committee for such purpose.
Membership
The Committee shall be comprised of no fewer than three trustees appointed by the Board. All members of the Committee should be financially literate, with at least one member being a financial expert.
Meetings
The Committee shall meet as often as it deems necessary to fulfill its responsibilities set forth in this Charter. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The vote of a majority of the members present at any meeting at which a quorum is present shall be the act of the Committee.
Authority
The Committee shall have the sole authority to select, evaluate and replace the College's independent auditors (subject to Board ratification) and shall approve in advance all audit engagement fees and terms and all non-audit engagements with the independent auditors. The Committee shall have the authority, to the extent it deems necessary or appropriate, to retain special legal, accounting or other consultation or advisors to advise the Committee.
Responsibilities
The College is responsible for preparing its financial statements and the College's independent auditors are responsible for auditing those financial statements. The Committee is responsible for overseeing these activities. The Committee recognizes that the College's financial management, as well as the College's independent auditors, have more time, knowledge and more detailed information on the College than do Committee members. Consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the College's financial statements or any professional certification as to the independent auditors' work.
The following shall be the principal recurring processes of the Committee in carrying out the oversight function:
Oversight of Independent Auditors
In the course of its oversight of the independent auditors as provided under this Charter, the Committee will be guided by the premise that the independent auditors are ultimately accountable to the Board and the Committee.
- The Committee, subject to any action that may be taken by the full Board, shall have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the independent auditors. The Committee shall assist the Board in its oversight of the qualifications, independence and performance of the independent auditors.
- The Committee shall:
- receive from the independent auditors annually, a formal written statement delineating the relationships between the auditors and the College consistent with Independence Standards Board Standard Number 1.
- discuss with the independent auditors the scope of any such disclosed relationships and their impact or potential impact on the independent auditors' independence and objectivity; and
- recommend that the Board take appropriate action in response to the independent auditors' report to satisfy itself of the auditors' independence. The Committee shall review and pre-approve the proposed scope of the annual independent audit of the College's financial statements and the associated engagement fees, as well as any significant variations in the actual scope of the audit and the associated engagement fees, and shall also review and pre-approve all audit-related and permissible non-audit services to be provided by the independent auditors and the associated engagement fee, as well as any significant variations in such services and engagement fees.
- The Committee shall review the hiring policies for any employment by the College of employees or former employees of the independent auditors.
- The Committee shall review the independent auditors' report relating to reportable conditions in the internal control structure and financial reporting practices.
- The Committee shall review with the independent auditors any difficulties the auditors encountered in the course of the audit work, including restrictions on the scope of work or access to requested information, and any significant disagreements with management.
Oversight of Management's Conduct of the College's Financial Reporting Policies and Process
Financial Reporting Practices. The Committee shall review:
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- changes in the College's accounting and financial management policies and practices and significant judgments that may affect the College's financial results;
- The nature of any unusual or significant commitments or contingent liabilities together with the underlying assumptions and estimates of management;
- the effect of changes on accounting standards that may materially affect the College's financial reporting practices; and
- the College's process for the completion of the certification of our financial statements and Federal Form 990 by the College's Chief Executive Officer and Chief Financial Officer
Other Items
- The Committee shall review and monitor, as appropriate:
- results of compliance programs, including the College's Code of Conduct; and
- litigation or other legal matters that could have a significant impact on the College's financial results.
- The Committee shall establish and review procedures for the receipt, retention and treatment of complaints received by the College .
The Committee shall ensure that the policies of the College provide for confidential, anonymous submissions and that individuals who make such reports (i.e. whistleblowers) shall be free from retaliation from management.
- The Committee shall report regularly to the Board on its meetings and discussions and review with the Board significant issues or concerns that arise at Committee meetings.
- The Committee shall conduct an annual evaluation of its performance in fulfilling its duties and responsibilities under this Charter.
- The adequacy of this Charter shall be reviewed by the Committee on an annual basis. The Committee will recommend to the Board any modifications to this Charter, which the Committee deems appropriate, for approval by the Board.
- Evaluate the need for an internal audit function.
Minutes
The Committee shall keep minutes of its proceedings that shall be signed by the person whom the Chairperson designates to act as secretary of the meeting. The minutes of the meeting shall be approved by the Committee at its next meeting, shall be available for review by the entire Board, and shall be filed as permanent records with the Secretary of the College.
Amendments
This Charter may be amended from time to time with the approval of the Board.
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ENROLLMENT MANAGEMENT AND STUDENT AFFAIRS COMMITTEE
Approved May 11, 2007
The Enrollment Management and Student Affairs Committee is the arm of the Board of Trustees responsible for overseeing the enrollment needs of the College and the co-curricular and extra-curricular needs of the student body.
Section 1.
The Enrollment Management and Student Affairs Committee represents the Board of Trustees in providing strategic policy and planning guidance for, and oversight of, effective student recruitment and retention programs as well as the College’s financial aid policies.
Section 2.
The Committee also provides guidance in establishing and meeting the enrollment goals of the College, such as the number, quality and diversity of students, as well as specific budgetary needs and objectives. In exercising these responsibilities, the Committee needs to understand how such goals will affect the existing student body.
Section 3.
The Committee is responsible for developing policies that address the co-curricular and extra-curricular needs of the student body and provide the student services necessary to achieve the College’s mission and goals in conjunction with the strategic plan.
Section 4.
The central concern of the Committee is the welfare of the students. Therefore, in recommending policies, it should be aware of the effects these policies have on students’ health, safety and satisfaction. Furthermore, as stewards of student welfare, the Committee should represent the students’ interest in the other policymaking activities of the Board of Trustees.
Section 5.
In exercising the fore mentioned responsibilities, the Committee will:
- Focus on long-range concerns and forecasts relating to changing student needs;
- Monitor market trends, demographic forecasts and enrollment challenges, and monitor enrollment opportunities, both short and longer term;
- Monitor enrollment in all educational programs of the College;
- Monitor progress in managing financial aid expenditures; recommend pricing strategies.
- Review reports on current student needs and desires;
- Review current and future athletic programs to meet student needs and desires;
- Monitor the College’s integrated retention programs; and
- Review institutional research policies and recommend institutional research needs.
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FINANCE COMMITTEE
And Investment Subcommittee, and Property, Land, and Equipment Subcommittee
(Approved September 27, 2005)
Section 1. The Finance Committee is the Board of Trustees' financial policy overview and evaluation body whose role is to recommend policy for Board of Trustees’ approval, interpret it to the administration, then monitor the results. It enhances the ability of the Board of Trustees and the individual trustees to carry out their financial and fiduciary responsibilities. It is the arm of the Board of Trustees which:
- Monitors the College's financial well‑being and ensures that financial policy and practice correspond with the mission and goals of the College, and with the best financial practices;
- Oversees for the Board of Trustees the College's investment policy and practice; and
- Oversees for the Board of Trustees the College's property, land, and equipment.
Section 2. The Committee oversees the development of the annual budget as presented by the administration and presents the budget to the Board of Trustees for adoption. This includes:
- Determines the assumptions on which the budget is based;
- Ensures that the budget corresponds with the mission and goals;
- Recommends tuition and fees;
- Determines what funds are available to meet budget expectations;
- Monitors the current operations to assure that they correspond to the budget beging adopted by the Board of Trustees; and
- Monitors enrollment management for budgetary purposes.
Section 3. The Committee:
- Monitors cash flow, gauges the flow at selected points, and ensures its compliance with expectations;
- Oversees the current year budget cycle in conjunction with long‑range budget and financial planning;
- Reviews and monitors the Business Affairs Department's annual operating budget contribution;
- Causes to be developed and continually updates a three-year perspective business plan with best and worst case scenarios.
Section 4. Monitors, on a periodic basis, comments contained in the management letter received from the Audit Committee that require resolution.
Section 5. Provides oversight of the administrative function contained in the business affairs division of the College, including but not limited to, Human Resources and Information Technology Services.
Section 6. Reviews and recommends to the Board the appropriate short-term and long-term debt structure needed to finance College operations.
Section 7. The Chairperson of the Finance Committee, in consultation with the Chairperson of the Board of Trustees and the Trusteeship and Governance Committee shall appoint the following subcommittees, which shall meet as needed:
1. INVESTMENT SUBCOMMITTEE
The Investment Subcommittee shall develop, approve, and monitor the investment goals and objectives for the College.
It is the responsibility of the Subcommittee to approve the employment of the investment manager(s) necessary to implement the investment goals and objectives of the College. At its discretion, the Subcommittee is authorized to approve the engagement of a third party consultant to evaluate the performance of the investment managers consistent with the College's investment goals and objectives and appropriate industry benchmarks.
There shall generally be at least four meetings per year of the Subcommittee with the option of additional meetings being called as deemed appropriate by the Subcommittee Chairperson, the President of the College, the Chairperson of the Board of Trustees, the Chairperson of the Finance Committee, the Chairperson of the Audit Committee, or a majority of trustee members of the Subcommittee. Between meetings of the Subcommittee, meetings of the Subcommittee Chairperson and the Chief Financial Officer of the College may be held. Quarterly reports will be forwarded to all members of the Subcommittee. At regularly scheduled meetings of the Board of Trustees, all Board of Trustees’ members will be informed of the Subcommittee's work and its results.
2. PROPERTY, LAND, AND EQUIPMENT SUBCOMMITTEE
The Property, Land and Equipment Subcommittee shall oversee College policies and strategic plans to property, land and equipment including:
- A comprehensive facilities management program, including physical planning policies for near and long‑term guidance, on use of existing plant and future land use, space requirements and space utilization;
- The renewal, replacement or capital additions to the physical plant;
- The integration of facilities management with academic, athletic, co‑curricular, financial and human resources planning; and
- Monitoring funding for plant operations and maintenance and controlling plant debt.
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TRUSTEESHIP AND GOVERNANCE COMMITTEE
(Approved September 27, 2005)
The Trusteeship and Governance Committee is the arm of the Board of Trustees which is responsible for ensuring that the Board of Trustees' membership and leadership consists of highly qualified and committed individuals. To achieve this, it should (in cooperation with the President and the Chairperson of the Board of Trustees) identify such prospects, consider cultivation strategies for promising trustee candidates, maintain a viable list of candidates, and with the help of the Board of Trustees’ members and others, enlist new Board of Trustees members. The Committee will serve as the Board of Trustees' mechanism for monitoring Board of Trustees’ governance and reviewing the bylaws of the Board of Trustees. The Committee will continuously monitor the performance of all Board of Trustees’ members and leaders. The Committee will evaluate and recommend all potential trustees for election to the Board of Trustees. The committee will solicit names of qualified individuals from affiliated organizations (i.e. the Alumni Association of Albright College and the United Methodist Church).
In exercising these responsibilities, the Committee will:
- review the composition of the Board of Trustees in terms of diversity, influence, continuity, balance, professional, business, and civic talents, and to nominate able and dedicated individuals from the nation and the world;
- oversee the orientation of new Board of Trustees’ members and the ongoing development of current members;
- review, on an ongoing basis, the performance of incumbent trustees, committee chairpersons, and Board of Trustees’ officers with respect to their active participation in committee and Board of Trustees’ assignments;
- counsel and educate trustees found to be underperforming;
- support periodic reviews by the Board of Trustees of its own performance;
- nominate, at the appropriate annual meeting, the officers of the Board of Trustees;
- review the Board of Trustees’ Bylaws on a continuous basis, recommending changes as necessary;
- monitor all Board of Trustees’ governance issues on a continuous basis and report findings to theBoard of Trustees;
- along with the Board of Trustees’ Chairperson, select Chairpersons and Vice Chairpersons and members for all standing Board of Trustees’ committees and subcommittees, except Executive Committee;
- monitor trustee conflict of interest and compliance with code of conduct, as per the bylaws and attest to the observance of the conflict of interest restriction by all trustees;
- along with the executive committee, periodically review the Board of Trustees’ Statement of Responsibilities and recommend changes for Board of Trustees’ review and approval.
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