Westminster Place

“The executive committee shall consist of the chair, the vice chair, the secretary, the treasurer, and such additional members of the board as from time to time may be determined by the board of directors. The president/ceo shall be a non-voting attendee at all meetings of the committee. The executive committee shall have and exercise the authority of the board of directors in emergencies when convening the full board is not practicable and shall report its actions to the board at the earliest opportunity.”

“On december 1, 2015, the entity formerly known as presbyterian homes (ein 36-2167832), an illinois 501(c)(3) not-for-profit corporation, was renamed westminster place as part of a significant corporate reorganization. In the reorganization, presbyterian homes (ein 47-1545753), a newly formed illinois 501(c)(3) not-for-profit corporation, formerly named ph transition nfp, became the member of or obtained reserve corporate powers over six subsidiaries which together provide residential and health care programs for older adults in illinois. These subsidiaries included; presbyterian homes manager, llc, presbyterian homes outpatient rehabilitation agency, llc, lake forest place, llc, the moorings of arlington heights, llc, ten twenty grove, llc and westminster place. Presbyterian homes (ein 47-1545753) is now the sole member of both westminster place and geneva foundation of presbyterian homes.”

“The sole corporate member of westminster place is presbyterian homes (ein 47-1545753)”

“Article i, section 4 of the bylaws indicates that the member (presbyterian homes) shall be entiled to one vote on each matter submitted to a vote of the member. Article iii, section 1 of the bylaws indicates that the number of directors may be decreased to not fewer than three (3) or increased to any number from time to time by the member (presbyterian homes), in a writing signed by the member (presbyterian homes).”

“The form 990 is prepared by an independent accounting firm, and is then presented to the audit committee, which acts as a representative of the board of directors for review and approval. This is accomplished prior to the filing of the form 990. The audit committee forwards its recommendation for acceptance of the form 990 to the board of directors. Copies of the form 990 are also forwarded to the entire board for their review and comment period. The board then acts on the recommendation of the audit committee prior to the 990 being filed with the irs.”

“Westminster place employ multiple practices to ensure senior staff and members of the board of directors follow best governance practices. An extensive conflicts of interest policy was adopted in april 2001, revised in april 2004 and further revised in 2011. All directors and senior staff are required to file an annual statement related to conflicts of interest. In accordance with westminster place's accreditation by the commission on accreditation of rehabilitation facilities-continuing care accreditation commission (carf-ccac), a code of ethics was adopted in april 2007 and all directors are required to file an annual statement confirming their acceptance of the code. Finally, westminster place administers the irs relationship survey to all directors and key employees annually.”

“The governance committee of westminster place is responsible for all compensation and benefit matters for senior management and key employees. Westminster place annually participates in an industry specific executive compensation survey. The results of this survey is reviewed by management and shared with the committee as necessary. In addition the committee regularly engages an external compensation consulting firm to assist in its review of the level of compensation, incentives and benefits for senior executives and key employees every three years. The compensation consultants accumulate and present to the governance committee market information for each senior executive position, summarize individual executive compensation, incentive and benefits packages and benchmark that information to the industry data they have accumulated. Annually, the organizatiin's staff and/or the board of directors prepares performance reviews for all senior managers and key employees and makes a recommendation to the governance committee regarding compensation, incentives and benefits adjustments. The governance committee considers the performance recommendation, comparisons of total compensation by executive to market compensation percentile for industry executives with similar job titles and/or skill sets, and organizational needs in terms of meeting the challenges of the unique business of providing senior care services. The governance committee makes a recommendation regarding compensation and benefits changes for senior management which is approved annually by the full board of directors within the budget process. The governance committee proceedings are contemporaneously documented and minutes are maintained and on file at the corporate office.”

“The governing documents and financial statements are available upon request to the public. Contact for the information is the chief financial officer, mark havrilka at presbyterian homes, 3200 grant street, evanston, il 60201. The financial statements are available through the illinois attorney general's office.”

“Mr. Todd f. Swortzel, chief excecutive officer assigns 60 percent of his time to westminster place and presbyterian homes, and 40 percent of his time to the geneva foundation. The cfo assigns 6.2 percent of his time to the geneva foundation of presbyterian homes.”

“Change in market value of interest rate swaps 342,958. Net assets transferred to affiliates upon corporate reorganization -28,449,124. Net assets transferred to affiliates -18,174,000. Change in pension liability 1,297,502. Changes in net assets of the geneva foundation of presbyterian homes -9,202,042. Interest in net assets of geneva foundation transfered upon reorganization -140,821,848.”

“There has been no change to the process from the current year. Organization has a committee that assumes responsibility for oversight of the audit review and selection of the independent accounting engagement team.”