| FORM 990, PART VI, SECTION A, LINE 1 |
THE EXECUTIVE COMMITTEE SHALL CONSIST OF THE PRESIDENT OF THE CORPORATION, AND THE FOUR ELECTED OFFICERS OF THE CORPORATION. THE EXECUTIVE COMMITTEE SHALL POSSESS AND MAY EXERCISE ALL OF THE POWERS OF THE BOARD OF TRUSTEES IN THE MANAGEMENT OF THE CORPORATION AND THE DIRECTION OF ITS AFFAIRS BETWEEN MEETINGS OF THE BOARD, SUBJECT TO ANY LIMITATIONS IMPOSED ON THE EXECUTIVE COMMITTEE BY LAW, THE ARTICLES OF ORGANIZATION, THESE BYLAWS, OR BY THE BOARD OF TRUSTEES. THE BOARD SHALL HAVE THE POWER TO RESCIND ANY VOTE OR ACTION OF THE EXECUTIVE COMMITTEE, BUT NO SUCH RESCISSION SHALL HAVE RETROACTIVE EFFECT OR INVALIDATE ACTION ALREADY TAKEN IN RELIANCE ON SUCH VOTE OR ACTION. THE EXECUTIVE COMMITTEE SHALL MEET AS OFTEN AS MAY BE NECESSARY TO MEET ITS RESPONSIBILITIES, MEETINGS TO BE CALLED BY THE CHAIR OR THE PRESIDENT OF THE CORPORATION. |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE FORM 990 WAS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM AND THEN A DRAFT WAS REVIEWED BY THE ORGANIZATION'S BOARD OF DIRECTORS PRIOR TO BEING SUBMITTED TO THE INTERNAL REVENUE SERVICE. |
| FORM 990, PART VI, SECTION B, LINE 12C |
THE POLICY AND PROCEDURE ON CONFLICTS OF INTEREST AND DISCLOSURE OF CERTAIN INTERESTS COVERS ALL TRUSTEES. ALL NEW TRUSTEES ARE REQUIRED TO REVIEW THIS POLICY AND PROCEDURE AND ACKNOWLEDGE IN WRITING THAT THEY HAVE DONE SO. ANNUALLY, ALL TRUSTEES ARE REQUIRED TO REVIEW THE CONFLICT OF INTEREST POLICY AND COMPLETE A DISCLOSURE FORM IDENTIFYING ANY SITUATION HE/SHE BELIEVES COULD GIVE RISE TO A CONFLICT. THE BOARD CHAIR WILL BE INFORMED OF ALL DISCLOSED POTENTIAL CONFLICTS. PRIOR TO ANY BOARD/COMMITTEE ACTION ON A CONTRACT OR TRANSACTION INVOLVING A CONFLICT OF INTEREST, A TRUSTEE HAVING A CONFLICT OF INTEREST SHALL DISCLOSE ALL FACTS MATERIAL TO THE CONFLICT TO THE BOARD CHAIR WHO SHALL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. TRUSTEES WITH A CONFLICT OF INTEREST WILL NOT PARTICIPATE IN OR BE PERMITTED TO HEAR THE BOARD/COMMITTEE'S DISCUSSION OF THE MATTER EXCEPT TO DISCLOSE MATERIAL FACTS AND TO RESPOND TO QUESTIONS; IF A VOTE IS INVOLVED, THE TRUSTEE SHALL NOT VOTE AND SHALL NOT BE PRESENT IN THE ROOM WHEN THE VOTE IS TAKEN. RESPONSIBLE PERSONS WHO ARE NOT MEMBERS OF THE BOARD OR WHO HAVE A CONFLICT OF INTEREST WITH RESPECT TO A CONTRACT OR TRANSACTION THAT IS NOT THE SUBJECT OF BOARD/COMMITTEE ACTION, SHALL DISCLOSE ANY CONFLICT OF INTEREST TO THE CHAIR. THE RESPONSIBLE PERSON SHALL REFRAIN FROM ANY ACTION THAT MAY AFFECT THE ORGANIZATION'S PARTICIPATION IN SUCH CONTRACT OR TRANSACTION. |
| FORM 990, PART VI, SECTION B, LINE 15 |
AN EXTERNAL COMPENSATION CONSULTANT CONDUCTED A WAGE AND BENEFITS SURVEY FOR THE CEO/PRESIDENT ROLE IN 2019 ON BEHALF OF BROOKHAVEN'S EXECUTIVE COMPENSATION COMMITTEE. THE SURVEY FINDINGS WERE REPORTED TO BROOKHAVEN'S EXECUTIVE COMPENSATION COMMITTEE. THE PRESIDENT/CEO COMPLETED A SELF-EVALUATION OF HIS PERFORMANCE WHICH WAS PROVIDED TO MEMBERS OF THE BOARD OF TRUSTEES ALONG WITH THE ANNUAL PERFORMANCE EVALUATION FORM WHICH THEY WERE ASKED TO COMPLETE. COMPLETED PERFORMANCE EVALUATIONS WERE RETURNED TO THE CHAIR OF THE EXECUTIVE COMPENSATION COMMITTEE. THE RESULTS OF THE WAGE AND BENEFITS SURVEY AND PERFORMANCE EVALUATION WERE SUMMARIZED AND DISCUSSED WITH THE EXECUTIVE COMPENSATION COMMITTEE WHO VOTED TO RECOMMEND THE ANNUAL PAY ADJUSTMENT FOR THE PRESIDENT/CEO. THE FULL BOARD OF TRUSTEES VOTED TO ACCEPT THE RECOMMENDATION. THE DELIBERATIONS AND FINAL DECISION WERE TIMELY DOCUMENTED IN THE MINUTES. FORM 990, PART VI, SECTION B, LINE 15B: AN EXTERNAL COMPENSATION CONSULTANT CONDUCTED A WAGE AND BENEFITS SURVEY IN 2019. THE SURVEY FINDINGS WERE REPORTED TO THE EXECUTIVE COMPENSATION COMMITTEE. THE PRESIDENT/CEO COMPLETED A PERFORMANCE EVALUATION FOR THE EVP/COO AND VP/CFO. THE PRESIDENT/CEO SHARED THE RESULTS OF THE PERFORMANCE EVALUATIONS WITH THE EXECUTIVE COMPENSATION COMMITTEE AND RECOMMENDED PAY ADJUSTMENTS FOR THESE POSITIONS BASED ON THE PERFORMANCE EVALUATION AND WAGE AND SALARY SURVEY DATA. THE DELIBERATIONS AND FINAL DECISIONS WERE TIMELY DOCUMENTED IN THE MINUTES REGARDING COMPLETION OF SALARY REVIEWS. |
| FORM 990, PART VI, SECTION C, LINE 19 |
AUDITED FINANCIAL STATEMENTS ARE MAINTAINED IN A PUBLIC ROOM. RESIDENTS RECEIVE A COPY YEARLY. AUDITED FINANCIAL STATEMENTS ARE UPLOADED TO THE EMMA WEBSITE (EMMA.MSRB.ORG) FOR THE PUBLIC. THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. |
| FORM 990, PART XI, LINE 9: |
CHANGE IN LIABILITY FOR REFUNDABLE FEES DUE TO ASU 2014-09 -58,867,869. CHANGE IN ENTRANCE FEE AMORTIZATION DUE TO ASU 2014-09 -4,546,281. |
| FORM 990, PART XI, LINE 9, CHANGES IN NET ASSETS ADDITIONAL INFORMATION: |
CHANGE IN ACCOUNTING FOR REFUNDABLE ENTRANCE FEES - IN JULY 2012, FASB ISSUED ASU 2012-01, HEALTH CARE ENTITIES: CONTINUING CARE RETIREMENT COMMUNITIES - REFUNDABLE ADVANCES FEES. THE AMENDMENTS IN THIS ASU STATE THAT AN ENTITY SHOULD CLASSIFY A REFUNDABLE ENTRANCE FEE AS DEFERRED REVENUE WHEN A CCRC HAS A RESIDENT CONTRACT THAT PROVIDES FOR PAYMENT OF THE REFUNDABLE ENTRANCE FEE UPON RE-OCCUPANCY BY A SUBSEQUENT RESIDENT ONLY IF THE REFUNDABLE ENTRANCE FEE IS LIMITED TO THE PROCEEDS OF RE-OCCUPANCY BY A SUBSEQUENT RESIDENT. BROOKHAVEN MET THE EXCEPTION FOR THE ADOPTION OF THIS STANDARD, AND AS SUCH, WAS PERMITTED TO CONTINUE TO AMORTIZE REFUNABLE ENTRANCE FEES. DURING FISCAL YEAR ENDED SEPTEMBER 30, 2019, BROOKHAVEN ADOPTED ASU 2014-09. THIS STANDARD ELIMINATES THE EXCEPTION NOTED ABOVE AND STATES THAT REFUNDABLE ENTRANCE FEES SHOULD NO LONGER BE AMORTIZED AND SHOULD BE REPORTED AS A LIABILITY ON THE ENTITY'S FINANCIAL STATEMENTS. BROOKHAVEN ELECTED TO ADOPT A RETROSPECTIVE APPLICATION TO THE EARLIEST PERIOD PRESENTED AND BROOKHAVEN RECORDED AN ADJUSTMENT DECREASING NET ASSETS WITHOUT DONOR RESTRICTIONS AND INCREASING THE LIABILITY FOR REFUNDABLE FEES BY $58,867,869 AS OF OCTOBER 1, 2017. THE ENTRANCE FEE AMORTIZATION FOR THE YEAR ENDED SEPTEMBER 30, 2018 WAS REDUCED BY $4,546,281 DUE TO THE ADOPTION OF THIS NEW STANDARD. DEFERRED REVENUE FROM ADVANCE FEES REPRESENTS THE UNAMORTIZED PORTION OF THE NONREFUNABLE ENTRANCE FEES. |
Attach to Form 990 or 990-EZ.