Asbury Atlantic Inc.

“The corporation may have an executive committee as set forth herein. The chair of the board of directors shall serve as chair of the executive committee and may appoint two (2) additional directors to serve on the executive committee. The executive committee may act in place of the board when there is business of the corporation to be transacted between regular meetings and convening a special meeting was deemed by the chair to not be necessary or possible. The full board will be notified within fifteen (15) days of any actions of the executive committee. The executive committee will have no power to take action that is restricted by applicable law.”

“On december 3, 2020, the corporation's board of directors approved ammendments to the corporation's bylaws. The highlights of the significant changes are as follows: -article ii purpose was shortened to better summarize the corporation's purpose as follows: "the purpose of the corporation is to provide senior living, health, and related services to the aged population consistent with the corporation's stated mission." -article iv supporting organization & reserved powers was amended to add the following reserved powers of asbury communities, inc.: 1. Removal of any member(s) of the corporation board of directors, with or without cause 2. Filling of vacancies on the corporation board of directors 3. Approval of the budget of the corporation, both operating and capital 4. Authority and responsibility to approve any proposed project for the development of a new product and/or facility by the corporation 5. Authority to approve each incurrence of indebtedness of the corporation with a repayment term that is in excess of five (5) years and is secured by the assets of the corporation, except for non-recourse debt which is secured by one or more pieces of equipment that is the subject of the non-recourse debt 6. Authority to appoint the auditor, insurance broker, investment advisor, and determine the fiscal year of the corporation -article vi board of directors, section 3 number of directors and election was amended to state that the board of directors will consist of not less than three (3) nor more than nine (9) voting members, rather than a minimum of 7 voting members and maximum of 15 voting members as previously stated. -article vi board of directors, section 4 term was amended to state that director terms are for 1 year, rather than 3 as previously stated. Additionally, term limits were removed. Previously, a director could serve a maximum of 3 terms, or 9 consecutive years. -article vi board of directors, section 5 resignation was amended to state that a resignation notice may be delivered to the chair of the board of directors or secretary, rather than just the chair of the board as previously stated. -article vi board of directors, section 12 attendance was amended to state that all directors must attend a minimum of 75% of the regular meetings held in a calendar year, rather than 50% as previously stated. -article vii officers, section 3 term was amended to remove term limits for the chair. Previously, an individual who has served as chair for three (3) consecutive years shall be eligible for re-election after a three (3) year absence from such position. -article viii committees, section 1 executive committee was shortened as follows: "the corporation may have an executive committee as set forth herein. The chair of the board of directors shall serve as chair of the executive committee and may appoint two (2) additional directors to serve on the executive committee. The executive committee may act in place of the board when there is business of the corporation to be transacted between regular meetings and convening a special meeting was deemed by the chair to not be necessary or possible. The full board will be notified within fifteen (15) days of any actions of the executive committee. The executive committee will have no power to take action that is restricted by applicable law."”

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

“Asbury communities, inc is the sole member of asbury atlantic 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; (5) approval of the budget of the corporation, both operating and capital; (6) authority and responsibility to approve any proposed project for the development of a new product and/or facility by the corporation; (7) authority to approve each incurrence of indebtedness of the corporation with a repayment term that is in excess of five (5) years and is secured by the assets of the corporation.”

“Asbury communities, inc. , the sole member of asbury atlantic, inc., delegates review of the form 990 to its governance and compliance committee which performed its review on 10/20/21. Additionally, asbury communities, inc. Board of directors was forwarded a copy of the draft 990 for review and was provided a link to a recording of the governance and compliance 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 governance and compliance 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 key management positions. Each person completes a conflict of interest disclosure form and is advised of their fiduciary obligations. The compliance officer, who has a direct reporting line to the chair of the governance and compliance committee and reports quarterly to the governance and compliance committee, analyzes all disclosure forms for potential conflicts, and prepares a report for the system-wide governance and compliance committee. A report was made to the board that there were no conflicts during 2020. When an actual or potential conflict of interest arises involving a board or committee member, the governance and compliance committee is informed and will follow specific protocol outlined in the conflict of interest policies and procedures.”

“On an annual basis, the compensation and benefits committee relies on staff feedback and the data and recommendations provided by an external compensation consultant to ascertain the reasonableness of compensation and benefits of all of the direct reports of the ceo and other potentially disqualified persons. In addition, the compensation and benefits committee reviews the organization's progress towards key performance indicators selected for incentivizing performance of disqualified persons through a performance based-compensation program. Quarterly, the compensation committee reviews updates to the overall benefits and compensation plan for the organization as well as progress on the organization's employer of choice strategic goals. Also on an annual basis, the compensation and benefits committee specifically reviews the compensation and benefits of the ceo using the data gathered by the compensation consultant at the direction of the committee and provides input to the full board of directors in order to support their decision making process regarding the ceo's compensation. The compensation and benefits committee charter, the executive compensation philosophy, and the executive incentive plan were reviewed most recently in 2020.”

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

“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 atlantic, inc. As well as the other related and supported organizations of asbury communities, inc. There are over 2,500 total employees in the asbury communities, inc. System. The 2020 consolidated audited financial statements for asbury communities, inc. Had total revenues of $297 million and total assets in excess of $680 million.”

“Beginning with year 2014, foundation associate salaries and benefits, which were previously reported on the asbury foundation irs form 990, will be reported by the asbury entity where they dedicated their time. Asbury foundation assists with the mission of the non profit entities within the asbury communities system.”

“As part of asbury communities, asbury atlantic pledges each day to make a difference in the lives of those we serve and to serve as a partner for good in the community at large. We honor our legacy through supporting and partnering with charitable and community organizations, educational institutions, and aging services and health providers. At asbury atlantic, our efforts are primarily focused on: -supporting senior wellness in the regions where we operate -training the next generation of aging services professionals -benevolent care providing peace of mind for residents benevolent care: a cornerstone of living our mission is ensuring that residents who outlive their financial resources can remain in their home at asbury. The asbury foundation, a 501(c)(3) not-for-profit organization that secures philanthropic support to support the mission and enhance quality of life for older adults served by the asbury system, was established to support these efforts. Asbury provides financial support to residents who outlive their resources through no fault of their own. While community benefit activities were limited in 2020 by the effects and safety protocols in place regarding covid-19, below are a few highlights at each asbury atlantic community: asbury methodist village: amv donated meeting space for meals on wheels and the montgomery county coalition for the homeless shelter with food. Over 80 hours of time was donated to serve over 16,000 people. Bethany village: bethany village provided training for certified nursing assistants, licensed practical nurses, registered nurses students, and social work students shippensburg university, harrisburg area community college, wellspan health system and messiah college. Additionally, in conjunction with community aid, bethany village associates collected, stored and arranged for pick-up of donated clothing. The wellness department provided free membership to residents of bethany towers for use of the pool, fitness room or fitness classes. Associates also hosted and facilitated monthly meetings for the alzheimers association support group. The executive director of bethany village serves on the leading age pa board of directors. Bv also partnered with the united celebral palsy organization and donated refurbished medical equipment to people in need. Springhill: springhill provided education, training and research assistance for nursing and rehabilitative therapy students at gannon and mercyhurst universities. Sh associates also participated in the adopt-a-highway highway clean- up project, were active member of the alzheimer's association and alzheimer's association support group, held two monthly parkinson's partners support group meetings that support residents in the community and individuals outside the community that care for or have parkinson's and act as board members for local nonprofits. Springhill also donated meeting space to multiple groups prior to the start of the covid-19 pandemic. Asbury solomons: asbury solomon's provided more than 50 volunteer hours to the area chapter of alzheimer's association and their annual walk event. As also donated space to various community organizations for their meetings and rehearsals, including $1500 worth of donated goods and services for the mardi gras for calvert hospice event. Multiple associates also volunteered with the commission on aging and leading age. Additionally, the executive director volunteered more than 50 hours to the benha board and standing disciplinary committee.”

“Net unrealized gain on change in market value of derivative instruments -293,608. Transfer to acomm -1,225,250. Change in beneficial interest in net assets of foundation 964,336. Change in value of obligations under charitable gift annuities -41,052.”

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