Trustee Background Check Policy

This Trustee Background Check Policy (“Policy”) applies to all prospective and newly appointed Trustees, and to all Trustees currently serving as of the time of adoption of this Policy. Please see Section IV of this Policy for the definitions of capitalized terms contained below.

The University is committed to attracting and retaining a diverse pool of highly qualified individuals to serve as Trustees. This Policy is intended to provide a consistent approach to ensuring the appropriateness of a new or ongoing Trustee appointment.

Background checks shall be conducted for all prospective and newly appointed Trustees and for all Trustees currently serving as of the time of adoption of this Policy. Any such individual who refuses to undergo a background check shall be deemed ineligible to serve and, if already seated, shall be removed in accordance with the Arcadia University Bylaws (“Bylaws”). Prospective Trustees should, after nomination but prior to approval by the Governance Committee, submit to the background check, with completed results to accompany the prospective Trustee’s materials (e.g. resume, candidate portfolio, etc.) provided to the Governance Committee. Background checks may include any or all of the following:

The background check process will be administered by the University’s Associate Vice President of Human Resources (“AVP of HR”).

In addition to the background check requirement delineated above, Trustees have an ongoing duty to report if they are charged with or convicted of any felony, or a misdemeanor offense; if they are subject to a restraining or custody-removal order involving child abuse or exploitation; or if they are subject to any other civil, criminal, regulatory, or similar action that could reflect negatively on their ability to serve as a Trustee, to the AVP of HR within seventy-two (72) hours after the charge, conviction, issuance of the restraining or removal order, or other triggering event(s) the Trustee knows or should know could reflect negatively on their ability to serve as a Trustee. The AVP of HR will conduct an investigation and report findings and recommend appropriate action to the Chair of the Audit Committee. Failure to comply with the above-stated duty, and/or misrepresentation of the circumstances relating to the events at issue, may result in a Trustee’s ineligibility to serve.

All information relating to the background check or subsequent reports will be considered on a case-by-case basis and the Trustee or prospective Trustee’s record will undergo a fair individualized assessment process, including, but not limited to, consideration of the circumstances; number and seriousness of the individual’s prior offense(s); whether the offenses substantially relate to their suitability for the role of Trustee; the length of time that has elapsed subsequent to the offense, or if relevant, the individual’s release from prison; evidence of the individual’s rehabilitation; and the implication for the general safety and security of the University community as well as University assets.

The AVP of HR will “flag” applications for further review in accordance with internal departmental guidelines. Should the AVP of HR determine that the information obtained through the background check calls into question the individual’s fitness for the role of Trustee, the AVP of HR will promptly notify both the Trustee or prospective Trustee, and the Chair of the Audit Committee, in writing, sending each a copy of or link to this Policy and informing each that information relating to the Trustee’s or prospective Trustee’s background is sensitive and private and is not to be disclosed to or shared by that individual with anyone else except as provided in this Policy. The AVP of HR will then convene a committee to make an individualized assessment. This committee will include the AVP of HR, the General Counsel, and the Chair of the Audit Committee. Each individual who participates will be informed that information relating to the Trustee’s or prospective Trustee’s background is sensitive and private and is not to be disclosed to or shared by that individual with anyone else except as provided for in this Policy.

If it is determined either that the Trustee or prospective Trustee is not appropriate for the role of Trustee or that more information must be sought, the Chair of the Audit Committee shall notify the individual in writing, provide a copy of any background check report on which the committee had relied, and give five (5) business days to confirm or refute the result and otherwise respond. The Chair of the Audit Committee, in its discretion, may either make the final determination or, if the Audit Committee believes it is appropriate, refer the matter to the Chair of the Board of Trustees.

University refers to Arcadia University, its colleges, schools, affiliates, divisions and subsidiaries.

This Policy is effective on the date that it is signed by the Board Chair.

February 18, 2021