Covenant Housing Corporation

“The sole member is covenant living communities and services.”

“S 2.4 of bylaws include reserved powers to the [individual] members such as changes to mission and strategic plan, approval of certain acquisitions, dispositions and financings, changes to articles and bylaws.”

“Management review: the draft form 990 was reviewed by multiple levels of management including the chief financial officer. The general counsel also reviewed select returns board review: prior to filing, the form 990 process was reviewed with the board of directors at the board meeting and the final form 990 was provided to each board member.”

“Covenant living communities and services has an administrative policy on conflict of interest, identifying the parameters of a conflict of interest and the requirement to disclose any such conflict of interest. The covenant living policy is distributed annually to covenant living board members and officers. They are asked to sign acknowledging receipt of the policy and to disclose if they have any conflict of interests. If someone is absent from the meeting or fails to return the acknowledgment, there is a follow-up with the individual until the signed acknowledgment is provided. In addition to the above, a separate and more comprehensive questionnaire is sent to the board members, officers, key employees and other interested persons. The completed questionnaires are reviewed by covenant living's legal counsel to determine if any actual or potential conflicts exist. If a person becomes an interested person, he or she may be considered in determining whether a quorum is present. The interested person may make a short statement relating to the transaction or arrangement in question, but shall not be present during the discussion and shall not vote on the motion addressing the actual or potential conflict.”

“Covenant living communities and services board of directors has duly appointed an executive compensation committee (the "committee"), which is responsible for the review and approval of all compensation and benefits provided to covenant living's executive management. The committee has adopted a written executive compensation philosophy statement and an executive compensation committee charter governing the work and review process of the committee. The committee follows the procedures described in the philosophy statement and the charter when it reviews and approves the compensation and employee benefits provided to the covenant living's senior management. The committee's review analyzes every element of compensation, including current and deferred compensation, and benefits, including qualified and non-qualified benefits. The committee conducts its review and approval process at least annually, and approves compensation and benefits only to the extent that the committee has concluded that the compensation and benefits constitute no more than reasonable compensation for each executive. The committee consists entirely of disinterested members of the board, and the committee works with an independent compensation consultant to prepare and review in advance comprehensive data showing the compensation provided by similarly situated organizations for functionally similar positions. The committee also prepares a timely and thorough written record of its deliberations and conclusions. As a result, the committee's review process is designed to satisfy the procedural criteria necessary to qualify for the rebuttable presumption of reasonableness under the federal income tax law intermediate sanctions rules. The resources utilized by the compensation committee include: 1) independent compensation consultant; 2) compensation survey or study; 3) approval by the board or compensation committee.”

“The governing documents, conflict of interest policy and financial statements are available upon request by contacting the covenant living communities and services finance department at 773-878-2294.”