Riverwoods Durham

“The executive committee will be composed of the officers of the board and will exercise the full authority of the board of trustees between meetings and will report its actions at each meeting. Members of the board of trustees will not receive compensation for their services as trustees; however, a member of the board of trustees may receive reimbursement of direct out-of-pocket expenses for efforts made on behalf of rwd.”

“The riverwoods group (trwg), a related party, provides oversite to the overall framework of rwd. Trwg primarily provides administrative services to rwd which do not involve any significant managerial decision making, but trwg does have ultimate authority and responsibility for rwd's budget. Rwd paid trwg a management fee of $785,148, administrative fee of $514,800, and it fees of $384,720 for all services rendered during the tax year. Compensation paid to officers and/or key employees of rwd by trwg is not considered to be a component of the management fee. Any compensation paid by trwg is as an employee of trwg; as required this compensation is disclosed on form 990, part vii, column (e) and (f) as well as on schedule j, part ii as compensation from a related organization; no compensation is deemed to have been paid by rwd to these individuals.”

“Trwg, an irc section 501(c)(3) supporting organization, is the sole member of rwd.”

“The member has the authority to elect all board trustees from the nominees presented to the member by the board.”

“The following actions by the board of trustees must be approved by the member before it becomes effective: (a) removal of a member of the board trustees; (b) final adoption of, and any approval of a material deviation from, the annual and any revised operating and capital budgets of rwd; (c) final adoption, and any approval of a material modification, of rwd's strategic plan; (d) transfer to any person or organization, with or without consideration, during any twelve (12) month period of tangible, intangible or mixed assets with a value in excess of $100,000; (e) any single incurrence, or cumulative incurrences in any twelve (12) month period, of indebtedness by rwd in excess of $100,000; (f) sale, lease, or exchange of any material portion of the assets of, or the statutory merger, consolidation, corporate division, dissolution, or liquidation of, rwd or any subsidiary; (g) acquisition by rwd of substantially all of the assets of another entity; (h) appointment of a firm of independent public accountants to conduct an independent audit of rwd's financial statements or a special project which materially impacts assets, revenues, or operations; (i) the participation by rwd or any subsidiary in a key strategic relationship entered into with an organization that is not a "participant organization", as such terms is defined in the member's bylaws; (j) appointment, evaluation, and compensation or termination of the executive director of rwd; (k) elimination or addition by rwd or any subsidiary of any line of business or service or program with actual or projected revenues in excess of one percent (1%) of the total budgeted revenue; (l) the amendement of the articles of agreement, bylaws, or other governing documents of rwd where such propsed amendment would (i) impact the powers reserved to the member in these bylaws, (ii) reasonably expect to have any material strategic, competitive or financial impact on one or more participant organizations or on the system as a whole, or (iii) impact the obligations of rwd under any agreement between or among the participant organizations; (m) the exercise of rwd's reserved powers over its subsidiaries.”

“The form 990 is prepared by an independent accounting firm. Rwd has delegated the review of the form 990 to trwg's audit committee. After review by trwg's audit committee, a full copy of the final form 990 is posted to the board portal, providing the organization's board the opportunity to review the final draft before filing.”

“An annual conflict of interest questionnaire is sent to all trustees, officers, and key employees. The questionnaire is prepared and affirmative answers are reviewed by rwd's legal counsel. No trustee shall participate as a member of the board in any decision affecting that trustee's personal financial welfare or the financial welfare of any other person, organization, or institution with which that trustee is affiliated as an owner, employee, board member, or stockholder. This shall not preclude a trustee from voting on matters affecting the operation of rwd for the sole reason that a family member is a resident of the facility. In the event a trustee has such a conflict in a matter which is being expounded, deliberated and/or voted upon by the board, said trustee shall absent himself/herself from the board, and if the board meeting is not open to the public at large, shall absent himself/herself from the meeting room for the time period during which the topic is under deliberation and vote.”

“The executive director's salary is reviewed and approved by trwg ceo, following input from the organization's governing board. This process is documented in the executive committee minutes. Pay ranges for similar positions are analyzed annually and compared to wage information obtained through salary surveys and other labor market resources with similar conditions. Trwg ceo also contracts with an independent contractor who helps facilitate the gathering of salary information and shares that information with trwg executive committee. Consideration is given to the following developing pay ranges: -prevailing rates for similar work in other similar institutions -national, regional, and local salary patterns -applicable legal requirements -standards established by professional organizations -the financial status of rwd the executive director's compensation was most recently proposed by trwg ceo and approved by the board during 2021.”

“The governing documents, conflict of interest policy, and financial statements are made available to the public upon request.”

“A commitment to the local community: woven into the fabric of our founding principles is a commitment to the local community: "to be a responsible community that participates in the life of the larger community around it." we consider ourselves neighbors of the local community, and we are dedicated to serving the new hampshire seacoast area both with our time, knowledge, and through sponsored financial partnerships. Hampered by the covid-19 pandemic that began within months of opening our doors, rwd staff and residents continue to employ creative and effective ways to reach and support the local community. Volunteering our time: rwd encourages employees to volunteer during work hours for special non-profit projects. Staff donate their time to many worthy projects, including but not limited to: -gbcc department of nursing advisory committee -friends forever international -project linus -seacoast family promise physical donations: -fill the bus to the brim annual food drive supported the waysmeet center and cornucopia food pantry -toys for tots drive to support families in southern nh -clothing drive for friends in action sharing our knowledge: part of the riverwoods mission is not only to share an enhanced quality of life with as many older adults as possible, but also to teach others how they can do the same. Employees regularly share their knowledge by inviting students into the rwd community who can learn from the vast knowledge and experience of the staff. Over the years we have hosted students from a variety of schools in a variety of coursework, from marketing to finance to social work and health care. Internships: additional internships and training in fy22 included: -marketing internship - 560 hours -finance internship - 135 hours community sponsorships: rwd is a strong community partner and in addition to resident and staff time spent volunteering, rwd has helped a number of community-wide events and organizations with financial support. Organizations and charitable campaigns who were sponsored by rwd in fy22 include: -alz walk to end alzheimer's -seacoast eat local -seacoast outright -take out hunger -team seacoast rwd has provided small honorariums/donations to groups who have provided speakers and entertainment for our on-campus programs, including: -project music works -seacoast men in harmony -unh faculty riverwoods benevolent program: as a not-for-profit ccrc, rwd has a benevolence fund to help residents who have outlived their assets or have found themselves unable to make their financial commitment, through no fault of their own. If needed, a resident can turn to the riverwoods benevolent fund, rather than placing financial burden on senior assistance programs outside the riverwoods community. Retail support: rwd is committed to supporting local small business owners whenever and wherever possible. Our on-campus country store is stocked with staples and a selection of goods all purchased at local grocery stores. Additional supplies have been purchased in large quanity from: -wild violet florist -wentworth greenhouses -three sisters bakery -rocky coast printworks -unh print shop”

“Change in the fair value of interest rate swap agreements 223,756. Net asset transfer -1,500,000.”