Wesley Retirement Services Inc.

“The executive committee is comprised of the chair of the board, the president/ceo and at least three directors selected by vote of the board of directors. Except for the president/ceo, all members of the executive committee must be members of the board of directors. The executive committee has all the authority of the board (except as noted below) but limits itself to matters that require immediate action and cannot wait until the next scheduled board meeting. The executive committee shall have no authority to amend the articles of incorporation, the bylaws, or adopt a plan of merger or consolidation. The executive committee shall report on its actions at the next meeting of the board of directors and such actions shall be subject to revision and alteration of the board.”

“Wesleylife, an exempt 501(c)(3) organization, is the sole corporate member.”

“Wesleylife elects the board members of wrs. Vacancies in the board of directors at wrs are filled by wesleylife.”

“Approval of the following matters are reserved exclusively to the member: 1. Approval of changes to the articles of incorporation or bylaws; 2. Appointment of, or removal of, with or without cause, the members of the board of directors; ability to fix the number of board of directors; 3. Approval of the incurrence of debt; 4. The sale, transfer or substantial change in use of all or substantially all of the assets, divestitures, dissolutions, closures, mergers, consolidations, or changes in corporate membership; 5. Approval of the transfer or encumbrance of the assets; and 6. Approval of the annual operating budget and capital plan.”

“The form 990 was prepared by an independent accounting firm. The ceo, cfo and the director of finance reviewed the document internally. The form 990 was then reviewed by the board's finance committee and made available to all voting board members prior to filing.”

“The corporation sends and refreshes the board's understanding of the conflict of interest policy, and requires board members to complete an annual statement describing actual or perceived conflicts of interest. With respect to the board members, a person who has a conflict of interest is deemed an interested director. The interested director shall not participate in the vote regarding his/her potential conflict and, depending upon the circumstances, may not be permitted to participate in the discussion regarding the issue. No interested director shall be permitted to vote in matters in which he/she has a conflict of interest. With respect to employees, the president, in consultation with other unbiased managers, shall determine whether a conflict of interest exists. After exercising due diligence, including investigating alternatives to a transaction or arrangement that gives rise to a conflict of interest, the president shall determine whether the corporation is able to obtain with reasonable efforts, a more advantageous transaction or arrangement from another individual or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not available, the arrangement or transaction may go forward if the president determines that the transaction is fair and in the best interest of the corporation. All conflicts of interest are reported in the board minutes as they arise.”

“Explanation: the executive committee of the board of directors is empowered by the board of directors, according to article vii of the organization's by-laws, to determine performance goals and monitor and evaluate performance of the chief executive officer. The executive committee includes in its evaluation, feedback from other board members and others not associated with the committee or the board. The committee monitors performance of the organization and ceo throughout the year and provides ongoing assessments to the ceo using an evaluation and rating tool. The committee utilizes an annual independent compensation survey to assist in determining compensation. The organizations of chief executive officers of multi-site organizations and leading age, formerly known as the american association of homes and services for the aging, provide an annual survey of compensation for ceos and other officers. (wrs has searched for other surveys to supplement this one but no other survey provides the same degree of comparability.) the survey includes only senior living organizations and is sorted by geographic regions, revenue volume, full-time equivalent employees, and asset size. In 2014, the executive committee of the board engaged an independent, third party to take a deeper analysis into the compensation design as compared to similar organizations. The intent was to go beyond the industry benchmarked study and drill into appropriateness, competitiveness, and overall design. It was determined, through this second opinion, that compensation was appropriate for the size and complexity of the organization. The executive committee discloses to the full board of directors, in closed session, the results of the performance evaluation and compensation decisions. Minutes of meetings are maintained and the board chairman provides written notification to both the ceo and the corporate finance department regarding compensation decisions. The evaluation and compensation setting process is much the same for the other officers as for the ceo with some exceptions. The ceo determines the performance goals and monitors results. The same survey as described above is used to assist in determining compensation. The ceo discloses annually to the executive committee the compensation decisions and reasons for those decisions in regards to other officers. The last review process was conducted in 2016 and is done annually.”

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

“During 2016, brio of johnston llc, a single-member llc, was created to provide long-term care services.”

“Change in value of interest rate swaps 1,563,461. Change in value of split-interest gifts -8,953. Change in value of perpetual trust -10,062.”