University Retirement Community at Davis

“University retirement community at davis's board delegates management duties to pacific retirement services, inc.”

“University retirement community at davis has one member, pacific retirement services, inc.”

“Except for the resident director, pacific retirement services, inc. Has the authority to elect the organization's directors and fill vacancies caused by the death, removal or resignation of a director.”

“The following actions are reserved to pacific retirement services, inc., the sole member: (a) amend, restate, or repeal the bylaws, or adopt new bylaws; (b) coordinate the organization's activities, and engage in the organization's overall policy development, budgeting, and resource allocation; (c) appoint outside auditors; (d) except for the resident director, elect or appoint the directors and fill vacancies caused by the death, removal or resignation of a director; and (e) remove any of the organization's directors or officers. Additionally, the prior approval of the member is required before the board of directors may: (a) approve any merger or consolidation with another entity, or any partial or total liquidation of the organization's assets; (b) incur any debt, or enter into any contract, not contemplated by the annual budget if the dollar amount exceeds the sum of $100,000; (c) make any gift or gratuitous transfer in excess of $15,000 in any calendar year; (d) create a taxable or tax-exempt subsidiary or affiliated organization; (e) acquire a controlling interest in another entity; and (f) approve any amendment, repeal, or restatement of the articles of incorporation, or adopt any new articles of incorporation.”

“The form 990 was reviewed by the corporate director of accounting, vice president of accounting, cfo, 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).”

“Corporate financial data and governance information is not public information, and as such, is released only pursuant to legal regulation, court order, or other applicable law, and as directed by corporate counsel.”

“Note that alika castillo and maria burton are leased employees of pacific retirement services, inc. And perform services on behalf of university retirement community at davis pursuant to a management services agreement between university retirement community at davis and pacific retirement services, inc. Under the management services agreement, their compensation is reimbursed by university retirement community at davis. Their compensation has been reported in part vii, section a in order to highlight amounts paid by university retirement community, notwithstanding that they are leased employees of pacific retirement services, inc.”

“Change in value of interest rate swap agreement -459,960.”

“The process and authority for selecting the financial statement auditor and for overseeing the financial statement audit did not change during the fiscal year.”