Premierlife Real Estate Holdings

“Premierlife, a missouri nonprofit corporation, is the sole member of premierlife real estate holdings. Premierlife is designated as the sole member so long as premierlife shall continue to qualify as a tax exempt, nonprofit entity recognized under section 501(c)(3) of the irc. Premierlife has the right to elect the members of premierlife real estate holdings' governing body. Premierlife has the reserved power to approve significant decisions of premierlife real estate holdings' governing body. Premierlife is not entitled to receive a share of premierlife real estate holdings' profits, excess dues or a share of premierlife real estate holdings' net assets upon dissolution.”

“Premierlife, being the sole member of premierlife real estate holdings, has the right to elect all of the board of directors.”

“The corporate bylaws of premierlife real estate holdings identify certain rights and powers which are reserved to premierlife, the sole member. In each instance, the rights and powers reserved to the sole member may be summarized as follows: 1) election of directors - the sole member elects all directors of premierlife real estate holdings based upon nominations submitted by premierlife real estate holdings' board of directors. Terms of office are staggered on premierlife real estate holdings' board such that approximately 1/3 of the directors' terms expire each year 2) articles of incorporation and bylaws - premierlife real estate holdings' articles of incorporation and bylaws may not be amended, restated, altered or repealed by the corporation unless and until such action is ratified and approved by the sole member 3) annual budgets/financial policies/investment - premierlife real estate holdings' annual operating and capital budgets prepared and recommended by the corporate board are subject to review and approval by the sole member. Corporate financial policies and investment strategies recommended by premierlife real estate holdings' board also are subject to prior review and approval of the sole member 4) sale of assets/merger, consolidation/dissolution - any sale, lease or other disposition of substantially all of the assets of premierlife real estate holdings, and any merger, consolidation, reorganization or other not-in-the-ordinary-course transaction is subject to the prior review, ratification and approval of the sole member. Premierlife real estate holdings shall not be dissolved or liquidated, nor any plan of dissolution adopted by the corporation's board of directors without the ratification and approval of the sole member 5) long-term debt/leases - all long-term debt obligations and long-term lease obligations in excess of one year are subject to prior review/approval of the sole member 6) chief executive officer - actions of the board of directors of premierlife real estate holdings to employ or terminate the employment of the ceo of the corporation are subject to review and approval by the sole member.”

“An independent accounting firm prepares and reviews the 990. The 990 is then reviewed by the organization's officers and accounting personnel. Any questions or concerns the organization's officers and accounting personnel have are addressed and any corrections or clarifications that need to be made are made. The 990 is then provided to the audit committee of the premierlife board for their review. Any questions or concerns the audit committee have are addressed and any corrections or clarifications that need to be made are made. The 990 is then provided to the john knox village executive committee, who oversees executive compensation, for their review. Any questions or concerns the executive committee have are addressed and any corrections or clarifications that need to be made are made. The 990 is then provided to all voting members of the board for their review. Any questions or concerns the voting members of the board have are addressed and any correction or clarifications that need to be made are made. Once all these reviews are complete, the final 990 is then filed with the irs, and subsequently posted on the website www.guidestar.org by the company guidestar.”

“At the time of hire (or election in the case of corporate directors and trustees) and annually thereafter, the ceo or his/her designee shall provide to the board and to all executive officers, administrative staff, associates and volunteers a copy of the conflict of interest policy and the applicable conflict of interest disclosure form and questionnaire, which shall be completed to identify any relationships, positions or circumstances with respect to which it is believed a conflict may arise. Such annual monitoring and review procedures shall be part of the corporate compliance plan. An appropriate report shall be submitted to the audit committee concerning any interest so disclosed each member of the board of directors and all management associates shall disclose fully and frankly any and all actual or potential conflicts or duality of interest or responsibility, whether individual, personal or business, which may exist or appear as to premierlife or any system entity orany matter or business which may come before the board (including its committees). Three of nine board of directors are residents and approve the village's annual budget, which includes approval of the increases in residents' monthly service fees since those resident directors only represent one third of the voting board of directors, this participatory action by the resident directors is believed to be in compliance with the conflict of interest policy. Also, missouri law requires certain system entities to have at least one member of its board of directors who is a resident. The disclosing individual shall neither vote nor endeavor to influence corporate action in any such matter upon request of the subject board,the affected individual shall leave the boardroom while the matter is discussed and a vote, if any, shall be recorded in the minutes of the board or its committee.”

“The officers' compensation is paid by john knox village, a related organization john knox village uses the following: 1) peer group: the peer group will include continuing-care communities, nursing homes and closely related organizations, nationally 2) base salaries will be positioned so that midpoints target the 60th percentile executive salaries will be administered within ranges built around the 60th percentile and based on performance, experience, and other relevant factors 3) incentives will be positioned to provide total cash compensation at the 60th percentile of the peer group for on-plan performance achieving maximum incentives may raise total compensation to approximately the 65th to 75th percentile 4) benefits will be positioned at market competitive levels, approximating the 60th to 75th percentile of the peer group 5) total compensation will be positioned at approximately the 60th percentile for on-plan performance with target incentive awards, and approximately the 65th to 75th percentile for outstanding performance with maximum incentive awards. The john knox village executive committee will determine the total compensation package for the ceo. The ceo shall make recommendations for the salaries and incentive payments for other executives these amounts will be provided annually to the executive committee for their review and approval the executive committee will report the aggregate increases and percentage comparison to the philosophy to the board of directors for approval. The last review was conducted by an independent accounting firm in fiscal year 2021. A written opinion from the consultant was received stating that the executive compensation packages are reasonable and do not constitute excess benefit transactions. The letter also outlines the steps the committee took toward establishing a rebuttable presumption that total pay levels are reasonable. The consultant reviewed the minutes to ensure the steps taken satisfied the irs requirements. The letter is on file at the facility. Jkv's philosophy regarding executive compensation is to pay at approximately the 60th percentile of the market, and it is our practice to ensure the salaries are consistent with the village's goal.”

“The organization's governing documents, conflict of interest policy and financial statements are available upon request.”

“John knox village, (fein 23-7365138) processes accounts payable payments for all of its related entities. As a result, the organization is unable to determine the number of 1099s reported by entity, and all 1099s are issued and reported out of john knox village.”

“The oversight and selection processes did not change in the current year.”