Asbury Communities 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.”

“Director provides investment advisory services to the president/ceo at an arms length transaction basis.”

“In 2013 the articles of amendment were amended to include in the entity's purpose: to establish, maintain, supervise, coordinate, assist, and provide management services to its supported organizations serving older adults including but not limited to, strategic and long range planning, financial projections and modeling, financial support to members of the obligated groups for which the corporation is the obligated group agent, accounting, cash management, investment policy and strategy, governance, legal, compliance, risk management, continuous quality improvement, human resources, wellness systems and models, communications, maketing and sales, project development and other functions for, or to carry out the charitable, educational and scientific purposes of its supported organizations asbury atlantic, inc., asbury-solomons, inc., inverness village, an oklahoma not for profit corporation, asbury foundation, inc. And asbury communities hcbs, inc. (and any future entities which may become supported organizations) so long as such entities (the "supported organizations") are exempt from taxation under section 501(c)(3) and described in sections 509(a)(1) or (a)(2) of the internal revenue code. In 2013 the entity amended their bylaws by stating that: these bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority vote of the board of directors at any regular meeting or any special meeting called for that purpose.”

“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 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 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(s) of asbury communities and asbury atlantic each have 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 a minimum of 4 meetings each year(jan, march, july, and nov). In the november 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 executive committee of asbury communities ultimately reviews/approves/ and or adjusts recommendations from the system wide compensation committee and sets compensation. The process was last reviewed in 2013.”

“Governing documents and conflict of interest policy are available upon request. Audited financial statements are available for public viewing on our website.”

“The compensation of asbury communities' officers and key employees as shown on the form 990, part vii, secton a, not only relates to their responsibilities at asbury communities, inc. But also reflects their responsibility to provide executive management functions, as well as policy and overall guidance to its supported organizations. These organizations include asbury atlantic, inc., asbury-solomons, inc., inverness village, an oklahmoa not-for-profit corporation and asbury communities hcbs, inc. Asbury communities, inc., the supporting parent company alone had 67 employees as of 12/31/2013. The form 990, part vii, section a, has 22 individuals earning $100,000 or more. Asbury has a high percentage of highly compensated individuals since these support positions are not staffed at the affiliate level. These asbury communities, inc. Executives provide guidance and support for all of our supported organizations which have over 1,900 total employees. 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.”

“On the part i summary, line 6, we have listed 14 total volunteers. These are our outside board of directors that donate their time and experience. These directors are volunteers that perform an independent, objective function, keeping an eye on the organization's structure, finances, and the results of the care and services we deliver.”

“On page 1, part i summary, line 4, we have reported 13 independent voting members of the governing body. The non-independent board members consist of one employee of asbury and one resident of bethany village.”

“As a not-for-profit organization, asbury communities, inc. Is committed to being a valued partner in the regions where it operates. Each year, our leaders and associates work with community service organizations, health providers and foundations on programs that focus on four areas in particular. Through resident- and associate-directed volunteer efforts, asbury helps spread its mission to "do all the good we can" for the greater community by supporting successful aging and expanding opportunities for underserved people of all ages. Asbury divides its community benefit activities into four categories - benevolent care, training the next generation of leaders and professionals for aging services, supporting other local senior services, and going green and sustainable. In addition, asbury works in conjunction with other community organizations not just to benefit those we serve, but also to contribute to the overall community outside of asbury's campuses. Benevolent care: asbury provides financial support to residents who outlive their resources through no fault of their own. This support included: asbury methodist village $860,959 asbury solomons $103,561 bethany village $879,357 inverness village $58,769 springhill $69,851 training the next generation of leaders and professionals for aging services: asbury was actively involved with leadingage, an association of not-for-profit senior services, including: -24 hours of board service volunteered by an asbury vice president -an asbury executive serving on the audit committee of leadingage -participation by 5 asbury leaders in the leadingage hackfest, an event that challenges teams of participants to "engage with age" by creating technology-driven tools aimed at improving the lives of older adults and their families. Four of the five served as team leaders and mentors to teams, with two asbury-led teams placing high in the competition. Supporting other local senior services: -the president/ceo of asbury communities, inc. Is a director on the board of the united methodist association (uma). -the asbury vice president/chief financial officer serves on the financial advisory panel for carf international, a non-profit accreditor of health and human services. -on three separate occasions in 2013, an asbury executive volunteered as site surveyor for carf-ccac, a national accrediting organization for senior living communities. Going green and sustainable: -brickman, the landscaping vendor for asbury methodist village, uses an eco-friendly "green fleet" to perform many of its on-campus services. -asbury solomons' oyster gardening project surpassed 500,000 oysters planted on the community's breakwater, furthering the state of maryland's recovery efforts for the chesapeake bay. -began first phase of an energy project with sodexo, tracking communities' energy usage in different areas (electricity, water usage, heating and cooling) and providing recommendations to further conserve energy. Community support: -in december 2013, asbury partnered with sodexo for a food drive benefitting manna food center, a nonprofit organization striving to eliminate hunger in montgomery county. -in august 2013, asbury's corporate office worked in conjunction with the wilson health care center at asbury methodist village to collect school supplies, backpacks and financial support for students at summit hall elementary school in gaithersburg. -an asbury staff member partnered with the american red cross to coordinate and run five blood drives in 2013, resulting in 333 units of blood collected. -asbury works in conjunction with, and provides support for, community partners throughout the asbury system. These community organizations include: -alzheimer's association -boy scouts of america -brightfocus foundation -catholic charities -identity latino outreach -international council for active aging -erie city mission -georgetown university -george washington university -hope's crossing camp -life senior services -loyo”

“Transfers to and from supported organizations -1,545,135.”

“The organization has not made any changes to its oversight or selection process from the prior year.”