Santafe Senior Living Inc

“Santafe senior living, inc.'s articles of incorporation and bylaws state that the santafe healthcare, inc. Board of directors shall constitute the organization's board of directors.”

“The santafe healthcare, inc. Board of directors constitutes the organization's board of directors, which makes all governance decisions of the organization. The santafe healthcare, inc. Board of directors has the power and authority to establish committees, to elect and remove officers, to approve amendments of the organization's governing documents, and to modify, amend, rescind, or repeal any action taken by the organization's board of directors.”

“The organization used inhouse tax department personnel, who are licensed certified public accountants, to prepare and review its form 990. During the preparation and review process, the tax department worked closely with other departments, such as legal, human resources, compliance, finance, and marketing, to ensure that a complete and accurate return was filed. A copy of the organization's form 990, as ultimately filed with the irs, was provided to each current member of the board of directors before submission to the irs.”

“Santafe senior living, inc. Has a procedure for monitoring and enforcing compliance with its corporate conflict of interest policy (policy). Each covered person shall receive a copy of the policy for review and submit an affirmation which is attached to the code of ethical business conduct. Additionally, each covered person engaged in making or influencing decisions on behalf of santafe healthcare, inc. Or its affiliates shall complete a questionnaire concerning conflicts of interest annually. The procedure details that the corporate secretary has responsibility for delivery of the policy to directors and officers and receipt of their affirmations and questionnaires. The human resources department shall obtain the affirmation and questionnaire from every new employee at orientation. The human resources department shall also obtain the affirmation from all employees and the conflict of interest questionnaire from applicable employees annually. Members of corporate advisory boards submit the affirmation and questionnaire to the chief compliance officer. Annual conflict of interest statements are reviewed by internal staff to ensure records are complete. As part of the corporate contract review process, consideration is given to any potential conflicts of interest involving operational or financial transactions. All employees are expected to disclose any potential or actual conflicts. Initial review of employee questionnaires will be performed by the human resources department and affiliate compliance officer, with review of any disclosures by the chief compliance officer who will evaluate, make necessary inquiries, and investigate alternatives. Board members shall disclose any potential or actual conflicts to the chairperson of the santafe healthcare, inc. Board, and the chairperson or chief compliance officer shall evaluate conflict disclosures and, if appropriate, investigate alternatives and report to disinterested board members for resolution. The minutes of the board or any committee meeting at which a potential or actual conflict of interest is disclosed or discussed shall reflect the name of the interested party, the nature of the conflict, the deliberations and the resolution of the conflict. If it is determined that a covered person has failed to comply with the policy, the chief compliance officer or the chairperson shall take appropriate action, which may include removal from office or termination of employment.”

“Line 15a: lawrence g schreiber is the chief executive officer (ceo) of santafe senior living, inc. Mr. Schreiber is compensated by santafe healthcare, inc., a related supporting organization. Santafe healthcare, inc. Utilizes the following process to establish the ceo's compensation and benefits: the santafe healthcare, inc. Board of directors annually retains an independent third party compensation and benefits consulting firm (firm) to conduct a market competitiveness review of the ceo's total direct compensation (base salary, annual incentives, and long term incentives) and benefits. The competitive analysis includes comparison to similar positions in companies of similar size within the same or similar industry. The firm makes recommendations, if any, directly to the board of directors. The board of directors establishes the final compensation and benefit package for the ceo taking into consideration the market competitiveness review and final recommendation of the firm. The firm provides an opinion letter regarding the reasonableness of the final compensation and benefits package. The actions of the board are documented in the minutes of the board meeting. Form 990, part vi, section b, line 15b: the process for determining compensation for other listed persons of santafe senior living, inc. Is as follows: the santafe healthcare, inc. Board of directors annually retains an independent third party compensation and benefits firm (firm) to conduct a market competitiveness review of all non-director officers and key employees' total direct compensation (base salary, annual incentives, and long term incentives) and benefits. The competitive analysis includes comparisons to similar positions in companies of similar size within the same or similar industry. After completion of its review, the firm makes recommendations, if any, directly to the santafe healthcare, inc. Board of directors. The firm provides an opinion letter regarding the reasonableness of total direct compensation and executive benefits. The actions of the board are documented in the minutes of the board meeting. The santafe healthcare, inc. Board of directors regularly retains an independent third party consultant to conduct a market competitiveness review of the board of directors' (including officer positions) compensation. The competitiveness analysis includes comparisons to both not-for-profit and public company (excluding equity component) data for companies within the same or similar industry. Any compensation changes are approved by the santafe healthcare, inc. Board of directors based on the market competitiveness study.”

“Santafe senior living, inc.'s procedure for making various documents available to the public is as follows: the articles of incorporation can be accessed directly through the florida department of state, division of corporations website at www.sunbiz.org. The conflict of interest policy can be obtained directly from the organization upon written request. Santafe senior living, inc. Did not otherwise make its governing documents, including bylaws, available to the public. In addition, during the tax year, santafe senior living, inc. Did not make its audited financial statements available to the public.”

“Certain senior executives are accountable for and perform services for santafe healthcare, inc. And each of its affiliates. Santafe healthcare, inc. And affiliates represent a diversified family of not-for-profit organizations. These senior executives are paid directly by santafe healthcare, inc. And their compensation and benefits are apportioned and charged to the respective affiliates based on the estimated amount of time spent on each affiliate's activities. Form 990, part vii, section a, column f: lawrence g schreiber and steven m ziegler are employees of santafe healthcare, inc. As a result of the sale of avmed, inc. As described in schedule r, mr. Schreiber and mr. Ziegler earned additional compensation payable in 2023 and 2024, which is contingent upon their employment by santafe healthcare, inc. The additional compensation will be paid entirely by santafe healthcare, inc. And will not be allocated or charged to its affiliates. The additional compensation is reported as other compensation in form 990, part vii, section a, column f for mr. Schreiber and mr. Ziegler and totals $5,000,000 and $841,177, respectively.”

“Increase in temporarily restricted net assets 1,433. Investment partnership revenue realized for tax -1,008.”

“The company's audit committee has not changed its process for selection of the independent accountant or its process for managing the audit.”