Asbury Solomons 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 nine independent voting members of the governing body. The non-independent board members consist of one resident, one employee of asbury communities, inc., and an investment advisor to the asbury communities, inc. 401(k) plan.”

“During 2013 the entity has amended their bylaws to state: in addition to the reserved power of the member to amend the bylaws of the corporation, the bylaws may be altered, amended or repealed and new bylaws may be adopted (subject to the approval of the member) by a majority vote of the board of directors at any regular meeting or any special meeting called for that purpose.”

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

“Asbury communities, inc. Is the sole member of asbury solomons, inc. And elects the governing body.”

“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 16th. 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 generally responsible for the policy process. All the entities within the asbury communities group 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 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 interested person will be prohibited from voting on the subject matter.”

“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 making decisions regarding compensation. The full board of asbury communities, the sole member of asbury solomons, has a presentation once a year on executive compensation and benefits. The chief people officer 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 chief people officer (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 4 meetings each year (jan, march, july, and nov). In the november meeting they review towers watson data and reports in order to make informed recommendations regarding salaries and benefits. This annual review also ensures compliance with irs intermediate sanctions requirements. The executive committee of asbury communities ultimately reviews/approves/ and or adjusts recommendations from the system wide compensation committee and sets compensation. The policy and process was last reviewed in 2013.”

“The conflict of interest policy is available upon request. The governing documents are available in the resident libraries. The audited financial statements are available for public viewing on the organization's 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 solomons, inc. As well as the other related organizations of asbury communities, inc. There are over 1,900 total employees in the asbury communities, inc. System. The 2013 consolidated audited financial statements for asbury communities, inc. Had total revenues of $173.6 million and total assets in excess of $562 million.”

“Asbury solomons contributes time, space and manpower back to the greater community in which its continuing care retirement community is located. Asbury solomons divides its community benefit activities into four categories: benevolent care, training the next generation of senior living professionals, serving the broader community and senior services, and going green and sustainable design. Asbury solomons provides charity care to those residents whose needs exceed their funds, and no resident has ever been asked to leave because of depleted funds through no fault of their own. Highlights of this year's community benefit accomplishments include the following: in the area of supporting the local community and senior services, asbury solomons associates raised over $3,500 for the walk to end alzheimers event which raised money to support activities of the alzheimer's association. The dining services department provided food and beverage services for the event. Solomons hosted the location for the alzheimer's association monthly meeting. The executive director at solomons is the chairman of the calvert county chamber of commerce board of directors and actively participated and led monthly meetings of the organization and business after hours networking events. He was served on the calvert county fund advisory board which provides leadership and oversight to the county. Solomons donated space for 16 days to a group of local community members 50 and older to meet for rehearsal of vocal performances. Hosted the boy scouts of america enabling a boy scout troop to use the wellness center pool to test 20 young men in life-saving, safety and swimming skills. Hosted an art show for the calvert artist's guild on three separate occasions. Asbury solomons library donated 4 boxes of paperback books to the calvert county detention center and 14 boxes of books to the rotary club international. The rotary club will mail the books overseas to provide reading material for educational needs, etc. 5 boxes of books were also sent to the stop pet overpopulation thrift store to benefit that cause. Donated use of the community for musical performance for the broader community and auditorium space and piano usage for piano recital. In the area of going green and sustainable design, asbury solomons provided food and beverages and support to the southern maryland oyster cultivating society on a go green initiative that supported the development of the organization. Two associates took turns every two weeks assisting pulling cages out of the water.”

“Net unrealized gain on change in market value of derivative instruments 2,061,345. Capital transfer to acomm -501,542. Change in beneficial interest in net assets of asbury foundation, inc. 497,596.”

“The organization has not changed its oversight or selection process.”

“Schedule k- allocation of total proceeds of issue (series 2009b md bonds) the proceeds of the series 2009b md bonds (cusip #363128cb3) issued by the city of gaithersburg (md) were allocated between 2 entities: asbury atlantic, inc. (ein 52-0607956) and asbury solomons, inc. (ein 52-1862675). The total proceeds from the issue of the series 2009b md bonds is $43,820,000 and is allocated as follows: asbury atlantic, inc. $17,884,081 asbury solomons, inc. $25,935,919”