Asbury Foundation Inc.

“The executive committee of the board of directors can act in place of the board between meetings. All members of the executive committee are members of the board of directors. We have reported seven independent voting members of the governing body. The non-independent board members consist of an employee of the foundation and six residents.”

“The organization amended its bylaws to require that the board of directors consist of no fewer than seven and no more than fifteen members. All but one of the directors are to be elected, the one non-elected director being the president of the organization.”

“Only certain decisions of the governing body are subject to asbury communities 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 28th. 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 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 disclosure form and is advised of their fiduciary obligations. The compliance officer, who had a direct reporting line to the chair of the audit committee and reports quarterly to the audit committee, 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 individual will be required to recuse him or herself from the board deliberations and vote.”

“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 as 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 and asbury atlantic each receive a presentation once a year on executive compensation and benefits. The vice president of human resources 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 towers watson (a compensation consulting firm). The system wide compensation committee holds a minimum of 4 meetings each year. At the fall meeting they review towers watson data and reports in order to make recommendations regarding salaries and benefits. This annual review also ensures compliance with irs intermediate sanctions requirements. The process was last reviewed in 2014. The executive committee of the asbury foundation annually reviews the performance and sets the compensation of the president based upon recommendations of the system-wide compensation committee.”

“Financial statements are available for public viewing on the website. Governing documents and conflicts of interest policy 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 foundation, inc. As well as the other related and supported organizations of asbury communities, inc. There are over 2,100 total employees in the asbury communities, inc. System. The 2014 consolidated audited financial statements for asbury communities, inc. Had total revenues of $179.2 million and total assets in excess of $568 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 supports the mission of the non profit entities within the asbury system.”

“Change in value of gift annuities 52,477. Released of restriction- capital -581,690.”

“Line 24a transfers to (from) foundation $2,622,814 this is the allocation of unrestricted gifts & expenses to the asbury individual communities in accordance with our charitable mission. Line 24b temporary restriction expense $221,863 release of temporarily restricted funds $282,895 (per audited financial statements) less $61,032(fundraising expenses)= $221,863 line 24c special programs $44,853 expenses related to fundraising events for benevolent care, such as the caring classic golf tournament.”