Asbury Communities Hcbs Inc.

“The executive committee shall act in place of the board between meetings. All members of the executive committee are members 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, inc. Is the sole member of asbury atlantic, inc., asbury-solomons, inc., inverness village, an oklahoma not for profit corporation, calvert county nursing center, asbury, inc., and asbury hcbs, inc. Asbury communities, inc. Has a system wide audit committee. The asbury communities, inc. Board of directors has delegated a review of the form 990 to the system audit committee which performed their review on 10/25/17. The asbury communities, inc., foundation, asbury atlantic, asbury solomons, asbury communities hcbs, calvert county nursing center, asbury, inc.and inverness village board of directors were forwarded a copy of their respective draft form 990 for their review and provided a link to a 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 staff and audit committee.”

“The asbury communities conflict of interest policy was approved by the board of directors. The compliance officer is responsible for the policy and oversees the implementation of the process. All the entities within the asbury communities system 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 of interest disclosure form and is advised of their fiduciary obligations. The compliance officer, who had a direct reporting line to the chair of the audit and compliance committee and reports quarterly to the audit and compliance committee, analyzes all disclosure forms for potential conflicts, and prepares a report for the system-wide audit and compliance committee. A report was made to the board that there were no conflicts during 2016. When an actual or potential conflict of interest arises involving a board or committee member, the audit and compliance committee is informed and will follow specific protocal outlined in the conflict of interest policies and procedures.”

“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 by the full board with decisions regarding compensation. The independent compensation consultants and attorney are also present at the meeting of the executive committee at which the executive committee considers the recommendation of the compensation committee. At this meeting the executive committee receives all of the same information which was presented to the compensation committee and has the opportunity to ask questions and evaluate the materials. The full board(s) of asbury communities has a presentation once a year on executive compensation and benefits. The president 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 vice-president of human resources (non-voting), a retained attorney (non-voting; records proceedings in minutes), and is advised by sullivan cotter (a compensation consulting firm). The system wide compensation committee has developed and uses a compensation philosophy document which establishes guidelines for compensation and identifies comparable data. The committee holds a minimum of 4 meetings each year. At the fall meeting they review sullivan cotter data and reports in order to make recommendations regarding salaries and benefits. This annual review also ensures compliance with irs intermediate sanctions requirements. The board of directors ultimately reviews/approves/ and or adjusts recommendations from the system-wide compensation committee and sets compensation. The process was last reviewed in 2016.”

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

“The officers that have compensation from related organizations reported in part vii, section a, column e of the form 990 provide executive management support and overall guidance to asbury communities hcbs, inc. As well as the other related and supported organizations of asbury communities, inc. There are over 2,200 total employees in the asbury communities, inc. System. The 2016 consolidated audited financial statements for asbury communities, inc. Had total revenues of $212.4 million and total assets in excess of $642 million.”

“There has been no change in oversight process from the prior year.”