Bvg Acquisition Inc

“In 2014, the board of directors for bvg acquisition, inc. Amended and restated the articles of incorporation and bylaws. The changes were made for the purposes of (i) standardizing the governance provisions for all of the affiliates of santafe healthcare, inc., which includes bvg acquisition, inc.; (ii) adopting a unified board structure in which the members of the board of directors of santafe healthcare, inc. Also serve as the board of directors for all of the affiliates of santafe healthcare, inc. Including bvg acquisition, inc.; and (iii) adopting a unified board committee structure in which the board committees for santafe healthcare, inc. Serve as the board committees for all of the affiliates, including bvg acquisition, inc.”

“Santafe healthcare, 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 healthcare, inc.”

“The reserved powers of santafe healthcare, 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 2014 form 990 began with professional development of staff (several of which are cpas) which were involved in the preparation of the 2014 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 pricewaterhousecoopers llp, regarding the form 990 and their involvement in reviewing the return. Following management's preparation of the 2014 form 990, pricewaterhousecoopers llp reviewed the 2014 form 990. A copy of the 2014 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 2014 form 990 and attachments with the irs.”

“Bvg acquisition, 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, submit an affirmation, and complete a questionnaire which is attached to the code of ethical business conduct. 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 and from all 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 conflict. Initial review of employee questionnaires will be performed by the human resources department 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 conflict to the chairman of the santafe healthcare, inc. Board, and the chairman 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 chairman shall take appropriate action, which may include removal from office or termination of employment.”

“Michael p gallagher is the chief executive officer (ceo) of bvg acquisition, inc. Mr. Gallagher 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: process for determining compensation for all non-director officers and directors of bvg acquisition, 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' 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 cash compensation and executive benefits. The actions of the board are documented in the minutes of the board meetings. The santafe healthcare, inc. Board of directors retains an independent third party consultant to conduct a market competitiveness review of the board of directors' (including officer positions) compensation every two to three years. 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. A market competitiveness study was conducted in november 2012 for changes made effective january 1, 2013. No director fees were allocated to bvg acquisition, inc. During 2014.”

“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 inc. 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., avmed, inc. Or santafe senior living, 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. Executive compensation and benefits for those senior executives paid by a related organization were not apportioned and charged to bvg acquisition, inc. Due to minimal activity for bvg acquisition, inc. During 2014.”

“As disclosed on the 2012 form 990, bvg acquisition, inc. Ceased operations in april 2012. During 2013 and 2014, 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.”