Asbury Communities Inc.

“The executive committee will consist of the chair, vice chair, and president/ceo. 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 (1) elect or remove any member or officer of the board of directors, (2) amend the articles of incorporation or bylaws of the corporation, or (3) take such other action as restricted by applicable law.”

“On february 4, 2021, the corporation's board of directors approved ammendments to the bylaws. Article ix committees, section 4 audit and finance/investment committee was amended to clarify certain powers of the committee as follows: (4) oversee an annual audit of the organization's financial statements by (a) selecting the certified public accounting firm, (b) monitoring progress of the audit, and (c) reviewing the final audit results/report; (5) evaluate and monitor internal accounting control procedures including the organization's response to any external or internal reports relating to internal financial controls; and, (6) evaluate and monitor financial and enterprise risks that may materially impact the financial strength and stability of the organization.”

“Asbury communities, inc. Is the sole member of asbury foundation, inc., asbury atlantic, inc., asbury, inc., bethany development corporation, albright care services, and asbury communities hcbs, inc. Asbury communities, inc. Has a system-wide audit, finance, and investment committee (afic). The asbury communities, inc. Board of directors has delegated a review of the form 990 to the system afic which performed its review on 11/02/22. The asbury communities, asbury foundation, asbury atlantic, asbury communities hcbs, asbury, inc., albright care services, and bethany development corporation board of directors were forwarded a copy of their respective draft form 990 for their review and provided a link to a recording of the afic 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 the afic.”

“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 management positions. Each person completes a conflict of interest disclosure form and is advised of their fiduciary obligations. The compliance officer, who had a direct reporting line to the chair of the governance and nominations committee and reports quarterly to the governance and nominations committee, analyzes all disclosure forms for potential conflicts, and prepares a report for the governance and nominations committee. A report was made to the board that there were no conflicts during 2021. When an actual or potential conflict of interest arises involving a board or committee member, the governance and nominations committee is informed and will follow specific protocol outlined in the conflict of interest policies and procedures.”

“On an annual basis, the compensation 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 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 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 committee charter, the executive compensation philosophy, and the executive incentive plan were reviewed most recently in 2021.”

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

“The compensation of asbury communities' officers and key employees as shown on the form 990, part vii, section 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 and related organizations. Asbury communities, inc., the supporting organization alone had 94 employees as of 12/31/2021. The form 990, part vii, section a, has 35 individuals earning $100,000 or more. These positions are responsible for providing expertise and guidance to multiple supported organizations in the asbury system which serves more than 5,000 residents and clients and employs more than 2,500 employees. The 2021 consolidated audited financial statements for asbury communities, inc. Had total revenues of $297 million and total assets in excess of $680 million.”

“The asbury communities system of senior living and health service providers originated with asbury methodist village (gaithersburg, md), which was originally established in 1926 as the methodist home for orphans and the aged. Although no longer formally affiliated with the united methodist church, asbury communities remains committed to the ethical principles and spirit of its faith-based heritage. These values are reflected in our mission and guiding principle of doing all the good we can with integrity, transparency, and grace. The communities within the asbury communities system, are committed to fulfilling asbury's mission for those we serve and to be a valued partner in the regions where they operate. Each year, our leaders and associates work with service organizations, health providers and foundations that address the needs of the greater community. We accomplish this in three primary ways: -providing a benevolent care program for eligible residents who outlive their resources through no fault of their own (see below, 2021 benevolent care); -providing unreimbursed medical services above medicaid contracted payment rates for residents receiving services at asbury's skilled nursing centers (see below, 2021 unreimbursed services); and, -supporting and partnering with numerous charitable and community organizations and providing internship and professional development opportunities for a wide range educational institutions and aging services and health providers, (see section, community benefit). Asbury foundation the asbury foundation, a not-for-profit organization, secures philanthropic gifts to support and enhance quality of life for older adults served by the asbury system, through benevolent care, new programs and services that promote residents' well-being, and scholarships for asbury associates. To date, asbury foundation has secured more than $500,000 in scholarships funds, with many of those dollars going toward career advancement in the nursing and healthcare fields. These scholarships help address a national shortage in qualified applicants for careers in health care. The scholarships ease the financial burden working individuals face in specialized degrees often while supporting families. Scholarships are also awarded to associates pursuing careers outside of health care. Section i: benevolent care - 2021 benevolent care is the payment by the organization of residents' fees, including monthly, and ancillary fees, and certain third-party expenses, for residents who have exhausted their assets and meet eligibility requirements for the program. Benevolent care is at the heart of asbury's guiding principle to do all the good we can with integrity, transparency, and grace. In 2021, more than $2.9 million in annual funds and unrestricted gifts were contributed to help meet immediate benevolent care needs for 64 residents of asbury communities: asbury methodist village $1,581,958 asbury place $50,101 asbury solomons $374,120 bethany village $616,471 normandie ridge $38,890 riverwoods $188,949 springhill $85,146 total $2,935,635 section ii: unreimbursed medical services unreimbursed medical services are the total cost and expenses incurred in the provision of care to residents of asbury's skilled nursing centers that exceed the reimbursement provided by certain payor sources, including medicaid (medical assistance). Asbury methodist village $4,316,076 asbury place $3,796,722 asbury solomons $184,223 bethany village $769,459 normandie ridge $1,450,780 riverwoods $4,192,922 springhill $942,913 total $15,653,095 section iii: community benefit as a not-for-profit organization, asbury communities, inc., is committed to providing benefit to the regions where we operate by partnering with organizations and institutions that provide needed services to others or address unmet needs. Examples of our communities' local presence are wide ranging. Some categories include: -training the next generation of caregivers and aging service”

“Transfers to and from supported organizations -362,750. Loss on discontinued operations -2,921.”

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