The John Knox Village Foundation

“Wanda chinnery and gail benne have a business relationship.”

“Premierlife, a missouri nonprofit corporation, is the sole member of the john knox village foundation. Premierlife is designated as the sole member so long as premierlife shall continue to qualify as a tax exempt, nonprofit entity recognized under section 501(c)(3) of the irc. Premierlife has the right to elect the members of the john knox village foundation's governing body. Premierlife has the reserved power to approve significant decisions of the john knox village foundation's governing body. Premierlife is not entitled to receive a share of the john knox village foundation's profits, excess dues or a share of the john knox village foundation's net assets upon dissolution.”

“Premierlife being the sole member of the john knox village foundation has the right to elect all the board of trustees.”

“The corporate bylaws of the john knox village foundation identify certain rights and powers which are reserved to premierlife, the sole member. In each instance, the rights and powers reserved to the sole member may be summarized as follows: 1. Election of trustees the sole member elects all trustees of the john knox village foundation based upon nominations submitted by the john knox village foundation's board of trustees. Terms of office are staggered on the john knox village foundation's board such that approximately 1/3 of the trustees' terms expire each year. 2. Articles of incorporation and bylaws the john knox village foundation's articles of incorporation and bylaws may not be amended, restated, altered or repealed by the corporation unless and until such action is ratified and approved by the sole member. 3. Annual budgets/financial policies/investment the john knox village foundation's annual operating and capital budgets prepared and recommended by the corporate board are subject to review and approval of the sole member. Corporate financial policies and investment strategies recommended by the john knox village foundation's board also are subject to prior review and approval of the sole member. 4. Sale of assets/merger, consolidation/dissolution any sale, lease or other disposition of substantially all of the assets of the john knox village foundation, and any merger, consolidation, reorganization or other not-in-the-ordinary-course transaction is subject to the prior review, ratification and approval of the sole member. The john knox village foundation shall not be dissolved or liquidated nor any plan of dissolution adopted by the corporation's board of trustees without the ratification and approval of the sole member. 5. Long-term debt/leases all long-term debt obligations and long-term lease obligations in excess of one year are subject to prior review/ approval of the sole member. 6. Chief executive officer actions of the board of trustees of the john knox village foundation to employ or terminate the employment of the ceo of the corporation are subject to review and approval by the sole member. To review and approval by the sole member.”

“An independent accounting firm prepares and reviews the 990. The 990 is then reviewed by the organization's officers and accounting personnel. Any questions or concerns the organization's officers and accounting personnel have are addressed and any corrections or clarifications that need to be made are made. The 990 is then provided to the finance committee of the board for their review prior to filing the 990.”

“At the time of hire (or election in the case of corporate directors and trustees) and annually thereafter, the ceo or his/her designee shall provide to the board and to all executive officer, administrative staff, associates and volunteers a copy of the conflict of interest policy and the applicable conflict of interest disclosure form and questionnaire which shall be completed to identify any relationships, positions or circumstances with respect to which it is believed a conflict may arise. Such annual monitoring and review procedure shall be part of the corporate compliance plan. An appropriate report shall be submitted to the audit committee concerning any interest so disclosed. Each member of the board of directors and all management associates shall disclose fully and frankly any and all actual or potential conflicts or duality of interest or responsibility, whether individual, personal or business, which may exist or appear as to premierlife or any system entity or any matter or business which may come before the board (including its committees). The disclosing individual shall neither vote nor endeavor to influence corporate action in any such matter. Upon request of the subject board, the affected individual shall leave the boardroom while the matter is discussed and a vote, if any, shall be recorded in the minutes of the board or its committee.”

“THE OFFICERS' COMPENSATION IS PAID BY JOHN KNOX VILLAGE, A RELATED ORGANIZATION. JOHN KNOX VILLAGE USES THE FOLLOWING: 1. PEER GROUP: THE PEER GROUP WILL INCLUDE CONTINUING-CARE COMMUNITIES, NURSING HOMES AND CLOSELY RELATED ORGANIZATIONS, NATIONALLY. 2. BASE SALARIES: WILL BE POSITIONED SO THAT MIDPOINTS TARGET THE 60TH PERCENTILE. EXECUTIVE SALARIES WILL BE ADMINISTERED WITHIN RANGES BUILT AROUND THE 60TH PERCENTILE AND BASED ON PERFORMANCE, EXPERIENCE, AND OTHER RELEVANT FACTORS. 3. INCENTIVES: WILL BE POSITIONED TO PROVIDE TOTAL CASH COMPENSATION AT THE 60TH PERCENTILE OF THE PEER GROUP FOR ON-PLAN PERFORMANCE. ACHIEVING MAXIMUM INCENTIVES MAY RAISE TOTAL COMPENSATION TO APPROXIMATELY THE 65TH TO 75TH PERCENTILE. 4. BENEFITS: WILL BE POSITIONED AT MARKET COMPETITIVE LEVELS, APPROXIMATING THE 60TH TO 75TH PERCENTILE OF THE PEER GROUP. 5. TOTAL COMPENSATION: WILL BE POSITIONED AT APPROXIMATELY THE 60TH PERCENTILE FOR ON-PLAN PERFORMANCE WITH TARGET INCENTIVE AWARDS, AND APPROXIMATELY THE 65TH TO 75TH PERCENTILE FOR OUTSTANDING PERFORMANCE WITH MAXIMUM INCENTIVE AWARDS. JOHN KNOX VILLAGE EXECUTIVE COMMITTEE WILL DETERMINE THE TOTAL COMPENSATION PACKAGE FOR THE CEO. THE CEO SHALL MAKE RECOMMENDATIONS FOR THE SALARIES AND INCENTIVE PAYMENTS FOR OTHER EXECUTIVES. THESE AMOUNTS WILL BE PROVIDED ANNUALLY TO THE EXECUTIVE COMMITTEE FOR THEIR REVIEW AND APPROVAL. THE EXECUTIVE COMMITTEE WILL REPORT THE AGGREGATE INCREASES AND PERCENTAGE COMPARISON TO THE PHILOSOPHY TO THE BOARD OF DIRECTORS FOR APPROVAL. THE LAST REVIEW WAS CONDUCTED BY RODEGHERO CONSULTING IN FISCAL YEAR 2015. A WRITTEN OPINION FROM THE CONSULTANT WAS RECEIVED STATING THAT THE EXECUTIVE COMPENSATION PACKAGES ARE REASONABLE AND DO NOT CONSTITUTe EXCESS BENEFIT TRANSACTIONS. THE LETTER ALSO OUTLINES THE STEPS THE COMMITTEE TOOK TOWARD ESTABLISHING A REBUTTABLE PRESUMPTION THAT TOTAL PAY LEVELS ARE REASONABLE. THE CONSULTANT REVIEWED THE MINUTES TO ENSURE THE STEPS TAKEN SATISFIED THE IRS REQUIREMENTS. THE LETTER IS ON FILE AT THE FACILITY. JKV'S PHILOSOPHY REGARDING EXECUTIVE COMPENSATION IS TO PAY AT APPROXIMATELY THE 60TH PERCENTILE OF THE MARKET. WHILE JKV DID NOT HAVE AN EXTERNAL REVIEW OF EXECUTIVE COMPENSATION FOR THE FISCAL YEAR, IT IS OUR PRACTICE TO ENSURE THE SALARIES ARE CONSISTENT WITH THE VILLAGE'S GOAL.”

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

“Support activities that promote or contribute to the physical, spiritual and mental health of the elderly of society; make gifts for facilities operated by john knox village and grants for programs run by or managed by john knox village staff members or volunteers; assist with the implementation of the strategic and long range plans of john knox village.”