24.1    The Committee on Compensation shall be responsible for setting the salary and other compensation arrangements for the President and his or her family members, if any of them receive compensation from the University; for reviewing the President’s recommendations regarding salary and other compensation arrangements for any senior officers or other individuals as may be designated in the Trustees’ Compensation Policy for Designated Individuals; and for carrying out any other responsibilities assigned to it under that policy or by the Board; however, as provided in Section 15.5, any loan, guarantee or assistance to an officer or other employee of the Corporation who is also a Trustee of the Corporation shall only be authorized by two-thirds of the entire Board, with the vote of the interested Trustee not counted.

24.2    The Committee shall have the authority to consider any issues pertaining to individual Trustees which may arise under the Conflict of Interest Policy for Trustees, and act on behalf of the Board in that regard.

24.3    The Committee shall be chaired by the Chair of the Board.  In addition to the Chair, the Committee shall also consist of at least three other Board members, none of whom may be employees of the University or be family members of, or be subject to the control of, any individual whose compensation is reviewed or determined by the Committee.  The other committee members normally shall include the Vice Chair of the Board, the Clerk, the Chair of the Committee on Finance, and the Chair of the Committee on Audit and Compliance, although alternative or additional members may be appointed at the discretion of the Committee on Board Development.