Holladay Park Plaza Inc.

“The board of directors has an executive committee that consists of the officers of the board and such others as the board may delegate. The executive committee considers matters relating to admissions and occupancy, all questions referred to it by the board of directors, and has the power to act in the place and stead of the board of directors on matters of business requiring immediate action between the regular meetings of the board of directors. It makes recommendations to the board for filling director and officer vacancies and is responsible for long range planning. The executive committee reports its actions to the board at the next regular meeting.”

“Holladay park plaza delegates management duties to pacific retirement services, inc.”

“The organization has one member, pacific retirement services, inc.”

“Pacific retirement services, inc. Has the authority to elect the organization's directors, which are nominated by the board.”

“The member has the following responsibilities: (1) the organization's management staff will prepare the annual budget with the advice of the member. The budget will be submitted to the organization's board of directors for review and recommendation to the member's board for approval prior to final adoption by the member; (2) approval of all non-budgeted expenditures and contracts in excess of $100,000; (3) appointment of the outside auditors for the organization; (4) review and approval of any changes in material operating policies, major procedures, organization mission, amendments to the articles of incorporation and bylaws of the organization which the organization's board may from time to time recommend; (5) approval of any merger, all consolidations, and/or all partial or total dissolutions involving the organization, and all donations or transfers without consideration of all or substantially all of the assets of the organization; (6) creation of any taxable or tax-exempt subsidiary organization to the organization; and (7) approval of any acquisitions of controlling interests in organizations of businesses by the organization.”

“The form 990 was reviewed by the cfo, assistant controller and the board of directors.”

“The conflict of interest policy and questionnaire are sent to all board members and key employees annually. There are two policies related to conflicts of interest: 1) board of directors; 2)key employees, which identify the purpose, definitions, and procedures. If a conflict is self-identified by a board member or key employee in the questionnaire and/or meeting, procedures are followed and documented according to the policy.”

“A compensation committee of the prs board exists to determine compensation for the executive director of each community. This committee is comprised of the officers of the prs board of directors. The committee has a charter that outlines its duties and responsibilities. It also has agenda elements that describe the activities that the committee undertakes during the year. The vp of human resources provided salary studies from the following resources to the committee relative to executive director compensation: salary.com, payscale.com, 990 review (like size organizations), cemo (chief executive officers of multi-facility organizations) salary study results, and industry state association salary study results based on geographical location. The recommendation for base compensation and bonus are provided by the executive director's direct supervisor (coo or vp of operations).”

“All requests go through corporate counsel.”

“Note that george wheeler and susan platte are leased employees of pacific retirement services, inc. And perform services on behalf of holladay park plaza pursuant to a management services agreement between holladay park plaza and pacific retirement services, inc. Under the management services agreement, their compensation is reimbursed by holladay park plaza. Compensation has been reported in form 990, part vii, section a in order to highlight amounts paid by holladay park plaza, notwithstanding that they are leased employees of pacific retirement services, inc.”

“Change in value of interest rate cap/swap agreement -3,903. Changes in interest in net assets of foundation -45,989.”