The Riverwoods Group

“The chief executive officer of the corporation will serve on the board of trustees, ex-officio, with full voting rights. The board of trustees may vote to exclude the chief executive officer of the corporation from its meetings if discussing personnel matters relating to the chief executive officer and/or the compensation of the chief executive officer. Members of the board of trustees will not receive compensation for their services as trustees; however, a member of the board of trustees may receive reimbursement of direct out-of-pocket expenses for efforts made on behalf of the corporation. The executive committee will exercise the full authority of the board of trustees between meetings of the board of trustees. The executive committee will be responsible to the board of trustees and will report its actions at each meeting of the board of trustees. The executive committee shall serve as the compensation committee of the board of trustees.”

“The audit committee will serve as a centralized committee of the system. It shall serve as the conduit with the external auditor as described by the audit committee charter. The audit committee shall report to the corporation and to each participant organization board regarding results and concerns, either in person or in writing. Committee membership shall include at least one member of the board of trustees of the corporation and at least one representative from all participant organizations in the system. The committee chair must be a full voting member of the corporation or a participant organization.”

“Draft copies of the 990 will be distributed and reviewed by the audit committee prior to filing. All board members are welcome to attend the meeting which was held on october 23, 2017.”

“An annual conflict of interest questionnaire is sent to all board members and key employees. The questionnaire is prepared and affirmative answers are reviewed by the riverwood group's legal counsel. No trustee shall participate as a member of the board of trustees in any decision affecting that trustee's personal financial welfare or the financial welfare of any other person, organization or institution with which that trustee is affiliated as an owner, employee, board member, or stockholder. This shall not preclude a trustee from voting on matters affecting the operation of riverwoods for the sole reason that a family member is a resident of the facility. In the event a trustee has such a conflict in a matter which is being expounded, deliberated and/or voted upon by the board of trustees, said trustee shall absent himself/herself from the board, and if the board meeting is not open to the public at large, shall absent himself/herself from the meeting room for the time period during which the topic is under deliberation and vote.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request. An annual conflict of interest questionnaire is sent to all board members and key employees. The questionnaire is prepared and affirmative answers are reviewed by riverwoods legal counsel.”

“The executive compensation listed on part vii, line 1a, is solely from the riverwoods company at exeter, new hampshire. The riverwoods group has paid no such compensation during the 2016 calendar year. Effective january 1, 2017, justine vogel, kevin goyette and cathleen toomey became full-time employees of the riverwoods group, and the group began paying their compensation on that date.”

“Pursuant to an affiliation agreement entered into during the fiscal year, the riverwoods group now performs administrative and management functions in support of birch hill terrace. Riverwoods durham was incorporated on march 7, 2017. The riverwoods group performs administrative and management functions, and assists in the development and expansion, in support of riverwoods durham.”

“Net asset transfer from the riverwoods company at exeter 8,000,000.”