Bvg Acquisition Inc

“Santafe senior living, inc. Elects and removes the board of directors of bvg acquisition, inc. As provided in the articles of incorporation of bvg acquisition, inc. And the bylaws of santafe senior living, inc.”

“The reserved powers of santafe senior living, inc., as delineated in the articles of incorporation and bylaws, permit it to approve or ratify the governing body's decisions related to board member elections or removals, the decision to dissolve the organization and other matters that may come before the board of directors.”

“The organization's process for ensuring the accurate preparation, review and approval of the 2013 form 990 began with professional development of staff (several of which are cpas) which were involved in the preparation of the 2013 form 990. In addition to staff development, which included attending tax seminars and classes, management also consulted with independent accounting firms and tax legal counsel regarding the internal revenue service (irs) form 990 code and filing requirements. The organization also previously educated its management team, officers and directors, with the assistance of deloitte tax llp, regarding the form 990 and their involvement in reviewing the return. Following management's preparation of the 2013 form 990, deloitte tax llp reviewed the 2013 form 990. A copy of the 2013 form 990 and attachments were provided to the organization's current board of directors for their review and comment. Executive management addressed any questions raised by the board members prior to filing the 2013 form 990 and attachments with the irs.”

“Bvg acquisition, inc. Has a corporate policy for monitoring and enforcing compliance with its conflict of interest policy. The policy details that the general counsel has responsibility for delivery and receipt of director and officer conflict of interest statements. As part of the corporate contract review process, consideration is given to any potential conflicts of interest involving operational or financial transactions. Board members are expected to notify the corporate compliance officer if a potential conflict exists. If a case is discovered or reported, the corporate compliance officer makes a report to the legal department and the chairman of the board as to the facts and circumstances surrounding the incident. Memorandums (or minutes) are made of every final decision, including the reasons therefore and the action taken, whether the question is determined to be substantial or not; and a copy of such memorandum (or minutes) is filed with the corporate secretary for examination by the board of directors.”

“Michael p gallagher is the chief executive officer (ceo) of bvg acquisition, inc. Mr. Gallagher is compensated by santafe healthcare, inc. (santafe), a related supporting organization. Santafe utilizes the following process to establish the ceo's compensation and benefits: the santafe board of directors annually retains an independent third party compensation and benefits consulting 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 independent consulting 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 independent consulting firm. The independent consulting 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: process for determining compensation for the officers and directors of bvg acquisition, inc. Is as follows: the santafe healthcare, inc. (santafe) board of directors annually retains an independent third party compensation and benefits firm (firm) to conduct a market competitiveness review of all employee officers' and directors' 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 board of directors. The firm provides an opinion letter regarding the reasonableness of cash compensation and executive benefits. The actions of the board are documented in the minutes of the board meetings.”

“Bvg acquisition, inc. Makes its governing documents available to the public if requested directly from the organization. The articles of incorporation can be accessed directly through the florida department of state, division of corporations website at www.sunbiz.org. The corporate conflict of interest policy and audited finanical statements can be obtained directly from the organization upon written request.”

“Compensation paid by related organizations: certain senior executives are accountable for and perform services for santafe healthcare, inc. And each of its affiliates. Santafe healthcare and affiliates represent a diversified family of not-for-profit organizations with $2 billion in gross receipts and approximately 2,000 employees. These senior executives are paid directly by either santafe healthcare, inc. Or avmed, inc. And their compensation and benefits are apportioned and charged to the respective affiliate based on the estimated amount of time spent on each affiliate's activities. For 2013, the following percentages of each executive's compensation and benefits (for those senior executives paid by a related organization) is apportioned and charged to bvg acquisition, inc., as follows: 2% - michael p gallagher, chief executive officer 20% - troy r hart, president 2% - steven m ziegler, director 2% - catherine e ayers, secretary 2% - randall l. Stuart, treasurer”

“As disclosed on the 2012 form 990, bvg acquisition, inc. Ceased operations in april 2012. During 2013, bvg acquisition, inc. Was still in the process of divesting assests and liabilities.”

“Audit committee oversight of the financial statement audit: there has been no change to the process related to audit oversight and selection of the independent accountant for the organization from the prior year.”