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. 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, 2022 were $3,549,055, 6.5% of the organization's budgeted revenues.”

“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 entitled 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.”

“An extensive conflicts of interest policy was adopted in april 2001 and most recently revised in 2019. The policy defines covered fiduciaries as persons to whom this policy applies, and includes all directors, officers, identified key employees and agents of presbyterian homes. An annual disclosure form is provided to all identified covered fiduciaries for completion and return. Presbyterian homes also asks all covered fiduciaries to provide disclosure whenever conflicts or dualities of interest arise or are suspected. In addition, the audit committee chair shall remind directors at all meetings of the board or board committee to disclose actual or potential conflicts or dualities as one of their ongoing duties under the policy. Covered fiduciaries are required to disclose any facts or circumstances that might give rise to potential conflicts or dualities. The president/ceo or his/her designee reviews the annual disclosure statements submitted by covered fiduciaries and determine specifically any actual or potential conflicts or dualities of interest. The president/ceo/designee shall advise the appropriate board or board committee chair and the affected covered fiduciary(ies) on those matters for which certain covered fiduciaries should not vote.”

“The governance committee of presbyterian homes is responsible for all compensation and benefit matters for senior management and key employees. Presbyterian homes 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 organization'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, 8707 skokie boulevard, suite 400, skokie, il 60077. The financial statements are available through the illinois attorney general's office.”

“The chief executive officer assigns 80 percent of his time to related organizations, presbyterian homes and the geneva foundation, and 20 percent of his time to the filing organization, westminster place. The chief operating officer assigns 65 percent of his time to presbyterian homes, and 35 percent of his time to westminster place. The chief financial officer assigns 70 percent of his time to the presbyterian homes and the geneva foundation, and 30 percent of his time to westminster place.”

“Net assets transferred from affiliate 12,500,000. Captive member's saving allocation 100,169.”

“The required single audit as set forth in the single audit act and omb circular a-133 has not been completed yet for funds received during fiscal year ending march 31, 2022, but plans to be completed by the extended due date as established in the relevant omb guidance.”