Asbury Communities Hcbs Inc.

“The executive committee shall act in the place of the board of directors when the business of the corporation must be transacted between regular meetings of the board of directors. No action of the executive committee shall be inconsistent with the actions, directives, or policies of the board of directors.”

“Asbury communities, hcbs has one member. The sole member is asbury communities, inc.”

“Asbury communities, inc is the sole member of asbury communities, hcbs and elects the governing body.”

“Only certain decisions of the governing body are subject to asbury community inc's approval. These decisions include: (1) management services relationships and contracts; (2) any organizational change in general, including mergers, sales, leases, etc, of substantially all of the assets and the creation of new entities; (3) amendments to mission or vision statements; (4) amendments to the articles of incorporation or bylaws.”

“Asbury communities is the sole member of asbury atlantic inc., asbury solomons inc., inverness village, an oklahoma not for profit corporation and asbury communities hcbs, inc. Asbury communities has a system wide audit committee. The asbury communities board of directors has delegated a review of the form 990 to the system audit committee which performed their review on october 16th. The asbury communities, inc., foundation, asbury atlantic, asbury solomons, asbury communities hcbs, and inverness village board of directors were forwarded a copy of their respective draft form 990 for their review and provided a link to recording of the audit committee meeting if members chose to listen to the meetings as they reviewed any of the form 990s. All directors may pose questions or ask for clarification from the staff and audit committee.”

“The asbury communities conflict of interest policy was approved by the board of directors. The assistant general counsel is generally responsible for the policy process. All the entities within the asbury communities group are subject to the policy. Annually, the compliance officer conducts a comprehensive conflict disclosure process covering all members of the governing boards, system wide committees, and individuals in management positions. Each person completes a conflict disclosure form and is advised of their fiduciary obligations. The compliance officer analyzes all disclosure forms for potential conflicts, and prepares a report for the system-wide audit committee. A summary is then presented to the board of directors at the annual meeting. When a conflict of interest arises, the interested person will be prohibited from voting on the subject matter.”

“The system wide compensation committee meets with the independent compensation consultant, and based on information provided to the committee makes recommendations regarding compensation and benefits to the executive committee which is charged with making decisions regarding compensation. The full board(s) of asbury communities and asbury atlantic each have a presentation once each year on executive compensation and benefits. The chief people officer is present to give board members an opportunity to ask questions and to provide salaries and grade levels for their review. The system wide compensation committee is composed of 5 voting members, the chief people officer (non-voting), a retained attorney (non-voting; records proceedings in minutes), and is advised by towers watson (a compensation consulting firm). The system wide compensation committee holds 4 meetings each year (jan, march, july, and nov). In the november meeting they review towers watson data and reports in order to make recommendations regarding salaries and benefits. The executive committee of asbury communities ultimately reviews/approves/ and or adjusts recommendations from the system wide compensation committee and sets compensation.”

“Governing documents and conflict of interest policy are available upon request. Audited financial statements are available for public viewing on our website.”

“This process has not changed from the prior year.”