The Riverwoods Group

“The chief executive officer (ceo) of trwg will serve on the board of trustees (the board) as ex-officio with full voting rights. The board may vote to exclude the ceo of trwg from its meetings if discussing personnel matters relating to the ceo and/or the compensation of the ceo. The executive committee will consist of the chair, vice-chair, treasurer, and secretary, and will exercise the full authority of the board between meetings of the board. The executive committee will be responsible to the board and will report its actions at each meeting of the board. The executive committee shall also serve as the compensation committee of the board. 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 trwg.”

“The form 990 is prepared by an independent accounting firm. Draft copies of the form 990 will be distributed to and reviewed by the audit committee prior to filing. All trustees are welcome to attend the meeting in which the form 990 is discussed; the meeting was held on november 1, 2018. After review by the audit committee, a full copy of the final form 990 will be provided to trwg's board via a link to a secure website and the trwg's board will be notified that it is available for review prior to filing.”

“An annual conflict of interest questionnaire is sent to all trustees, officers and key employees. The questionnaire is prepared and affirmative answers are reviewed by trwg's legal counsel. No trustee shall participate as a member of the board 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 trwg 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, 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.”

“Form 990, part vi, section b, line 15a: the ceo's salary is reviewed and approved annually by the executive committee. This process is documented in the executive committee minutes. Pay ranges for similar positions are analyzed annually and compared to wage information obtained through salary surveys and other labor market resources with similar conditions. The executive committee also contracts with an independent contractor who helps facilitate the gathering of salary information. Consideration is given to the following in developing pay ranges: -prevailing rates for similar work in other similar institutions -national, regional and local salary patterns -applicable legal requirements -standards established by professional organizations -the financial status of trwg the ceo's compensation was most recently reviewed during 2018. Form 990, part vi, section b, line 15b: top management positions, including the chief financial officer (cfo), are overseen by the ceo, but final review and approval is conducted by the board. This process is documented in the board minutes. All executive positions were reviewed by an independent consultant in 2018. In addition, salary surveys, form 990's of other entities and internal equity were all considered. Salary ranges for all positions were developed using similar data as outlined above for the ceo. The information is used by the ceo in the development of salary ranges. During the budgeting process, the board approves the compensation budget which lists each officer and key employee separately. The cfo's compensation was most recently reviewed during 2018.”

“Trwg makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”

“Subsequent to the return being filed a disclosure error was identified on schedule r. An amended return is being filed to correct this error and add clarity to the disclosure. The only changes to the return are as follows: 1. Form 990, page 1, box b, now has the 'amended return' box checked 2. Schedule r, part v, line 2, item (3) has been corrected from "riverwoods durham" "cost" to "birch hill terrace" "outstanding at year-end"”

“Net asset transfer to rwd -2,000,000.”