On behalf of Drexel University , welcome to our Sarbanes-Oxley Web site. Drexel created this site following many requests from not-for-profit corporations around the country about how we "adopted Sarbanes-Oxley."
Let me point out that we did not "adopt Sarbanes-Oxley." We reviewed the Act to determine which "best practices" were appropriate for higher education. Many were, but many were not. Drexel took what was best.
This process began in November 2002. Working with a University Board of Trustees special committee, we studied a variety of governance, compliance and audit issues and then hired an independent consultant to conduct an Enterprise Risk Management (ERM) assessment -- a "first" for our university. As a result, Drexel's corporate bylaws were changed; we established a "hotline"; and hired internal auditors to determine if we fully addressed the risks our consultants identified. The outcomes: Drexel now has a COSO-based annual audit; our employees have been trained on their new obligations; and we continue to test our key internal controls to help us identify the specific areas that require immediate attention.
On this Web site you will find the materials (resolutions, announcements, memoranda, policies and procedures) we utilized to implement the spirit of Sarbanes-Oxley. But we still have work to do. Drexel wants to satisfy our "investors" - our alumni, corporate partners, the funding agencies that award us research grants, and parents, who trust us to provide the best education possible to their children. We believe this effort is appropriate: "transparency" and accountability are necessary for institutions of higher education as well as the Fortune 500 companies where many of our students work in their co-op placements and after they complete their Drexel degree.
Drexel takes pride in its historic place as the first university in the country to adopt the spirit of Sarbanes-Oxley, and we are pleased to share with you what we have learned. Please contact us at 215-895-2100 if you have any questions.
Constantine Papadakis, Ph.D.
Sarbanes Oxley Materials
- "Sarbanes-Oxley and Ethical Principles of Corporate Behavior," address by United States Senator Paul S. Sarbanes at Drexel University 's Bennett S. Lebow College of Business (May 14, 2004).
- Memo from University President Constantine Papadakis to the chairs of the two corporate boards, Drexel and PHEC, dated November 15, 2002 . In this document, the President lays out the management reforms that he intends to implement.
- Resolution of the PHEC Board, dated December 4, 2002, adopting various amendments to PHEC's By Laws to incorporate certain "best practices" suggested by Sarbanes-Oxley, including removing the President as an ex officio member of the Audit Committee, expanding the scope of the Audit Committee to include "whistleblower" complaints, and ensuring that no member of the Audit Committee is simultaneously receiving compensation, "directly or indirectly," for any services rendered to the corporation.
- Resolution of the PHEC Board dated February 5, 2003 , splitting into two the "Finance and Investment Committee" of the PHEC Board.
- Resolution of the Drexel Board dated February 26, 2003, adopting various amendments to PHEC's By Laws to incorporate certain "best practices" suggested by Sarbanes-Oxley, including making explicit the power of the Chair to suspend and of the Board to remove Trustees deemed unfit; clarifying that the Chair of the Audit Committee be elected by the full Board (the members of that Committee already being elected by the full Board); confirming that no Trustee can receive compensation, directly or indirectly, from the University while serving on the Audit Committee; and giving to the Audit Committee the responsibility for establishing and monitoring "whistleblower" policies and procedures.
- Charter of the Drexel Audit Committee, as revised to include these new responsibilities. This Charter was written by the Chair of the Audit Committee, Randolph Waterfield , who is a CPA and a retired partner of Ernst and Young, LLP. Drexel's by laws already contained the requirement that the Committee consist of members who are "financially literate, and shall include at least one member who possesses accounting or financial management expertise." The PHEC Board subsequently adopted a very similar charter for its Audit & Legal Committee.
- Certification forms that are now in use by which the President and Chief Financial Officer (on one form) and certain unit heads (on another) confirm to the best of their personal knowledge that the data being presented in the annual financial statements are both accurate and contain all material information.
- Code of Conduct for the Treasury Department, adopted by the Senior Vice President - Finance and Treasurer.
- Code of Conduct for university fundraisers, adopted by the Senior Vice President for Institutional Advancement.
- Memorandum of February 21, 2003 , from the General Counsel appointing a "University-wide Advisory Committee" (UAC) to recommend a Code of Conduct for the University. The UAC produced Code that was reviewed by management, the Faculty Senate, and the Board, and approved by the Drexel Board of Trustees in December 2003. It references a wide variety of policies, such as the Policy on Conflicts of Interest and Commitment that had been in place for several years.
- Code of Conduct for Drexel University and its affiliates (adopted December 2003).
- Announcement that is sent by e-mail to all Drexel employees every December, reminding them of their annual obligation to sign Conflict of Interest Disclosure Statements (and form).
- Corporation Bylaw and Board Policy regarding conflicts of interest, and annual disclosure form.
Drexel University Bylaws Article X
Drexel University Board of Trustees Conflict of Interest Policy
Drexel University Board of Trustees Annual Code of Conduct Certification and Conflict of Interest Disclosure Statement
- Announcement that was sent by e-mail to all employees and all students on February 26, 2003 , announcing the new "whistleblower hotlines." The College of Medicine created its own hotline in February 2000. An announcement about the hotlines is sent by e-mail to everyone with a Drexel e-mail address at the beginning of each quarter. The announcement sent in September 2004 is attached as well.
Announcement - Creation of Whistleblower Hotlines
- Policy and Procedures for reporting improper conduct. This Policy governs the use of the hotlines and any investigations resulting therefrom at Drexel. PHEC's policy and procedures are similar.
- Resolution (December 2003) adopting the Code of Conduct for the University and all of its affiliates, and amending the University's Corporate Bylaws to adopt a revised Article on Conflicts of Interest for the Board of Trustees.
- "Sarbanes-Oxley in Higher Education: Bringing Corporate America's 'Best Practices' to Academia," Carl Oxholm III (General Counsel, Drexel University), Journal of College and University Law, University of Notre Dame Law School, Vol. 31, No. 2 (April 2005).
- "What Works Best: A private university takes flight after selectively implementing best practices from the U.S. Sarbanes-Oxley act."