Southgate Properties

“The guidance center systems, inc. Is the sole member of southgate properties.”

“The guidance center systems, inc. Approves members of the governing body.”

“The guidance center systems, inc. Must approve several key decisions southgate properties governing body makes, such as amendments and restatement of bylaws, adoption of the budget, approval of guarantee loans over $300,000 and joint ventures, mergers, property purchases and unbudgeted expenses over $300,000.”

“After the 990 is prepared by our outside auditors, it is reviewed by senior management, the audit committee and then distributed to the board of directors. The form is reviewed by all parties prior to filing with the irs.”

“All directors, officers and key employees are required to annually submit conflict of interest disclosure forms. These are updated during the year as needed. All forms are reviewed by the executive committee of the board with copies going to the directors. Upon or before election to the board, directors must make a full, written disclosure of interests, relationships, holdings, and employment that could potentially result in a conflict of interest. They must sign that they understand and will comply with the policy. This is done annually and when a proposed transaction may occur. These disclosures are reviewed by the governance committee with independent directors looking at comparability data when looking at any transaction. The committee will then document the basis for the determination of the decision. If the board has reasonable cause to believe a director has failed to disclose actual or possible conflicts of interest, an investigation is warranted. If the director is found to have failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.”

“Annually, an independent third party compensation consultant prepares a market analysis for each of the highly compensated positions including officers based on the job description in place at the time. The report, wage ranges, wage placements and consultant review are then discussed and approved by the board's executive committee. The process for determining compensation included comparability data and contemporaneous substantiation of the deliberation and decision. The process is performed by a related organization.”

“The governing documents, conflict of interest policy and financial statements are available upon request.”

“The committee that assumes responsibility for oversight of the audit has not changed from the prior year.”