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.”

“The organization has an agreement with presbyterian homes manager, llc who employs the management team and manages the facilities and provides a number of services on a centralized basis under the terms of a separate management services agreement. The organization pays a management fee of 6% of budgeted revenues per year. Pursuant to the management services agreement, the fee is determined on an annual basis by agreement between ph manager, llc and the organization. Total management fees paid for the year ended march 31, 2018 were $3,121,101.”

“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.”

“SEE SCHEDULE J, PART III”

“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, 8707 skokie boulevard, suite 400, skokie, il 60077. 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.”

“The closing of king home was announced in january 2017, and no more admissions were taken after the announcement. Existing residents at the time were offered a unit at westminster place. As of may 1, 2017, all residents had transitioned out of king home. On september 28, 2017, the king home property was sold. King home, owned by westminster place, consisted of 53 one and two-bedroom apartments designed for older adults who needed assistance with personal care and daily activities such as dressing, bathing, and medication reminders. King home was licensed sheltered care by the state of illinois.”

“Presbyterian homes, the parent and the sole member of westminster place received all necessary regulatory approvals during the year ended march 31, 2018 and formally terminated the defined benefit retirement plan on march 1, 2018. Due to the plan termination, westminster place recognized $745,501 net periodic pension expenses for the year ended march 31, 2018, and $7,708,660 loss as non-operating expense for the effect of settlement on pension liability. All expenses related to pension termination have been reported as g&a expense on part ix statement of functional expenses.”

“Pension related changes other than net periodic pension cost 7,067,013. Net assets transferred to affiliate -15,074,000.”

“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.”