Proper corporate governance is important to Senior Housing Properties Trust. Since we became a public company in 1999, a majority of our Board of Trustees has been independent, and all of our Board’s Committees, including our Audit Committee, have been comprised solely of Independent Trustees.
We have a five member Board of Trustees, of which three are Independent Trustees. There are three standing Committees of the Board: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The Board has also adopted Governance Guidelines and Committee Charters for each of its Committees.
The Board’s Audit Committee currently has a qualified Audit Committee "financial expert" as defined by SEC rules. We also have a Director of Internal Audit who reports directly to the Board’s Audit Committee.
All of the company’s Trustees, officers and personnel are subject to a Code of Business Conduct and Ethics. On December 9, 2014, Senior Housing Properties Trust’s Code of Business Conduct and Ethics (the "Code") was amended to clarify policies regarding reporting of conflicts of interest and violations of the law and the Code. The Code was also revised to recognize that our manager is now controlled by a public company.
We also have a Governance Hotline that allows users to report matters directly to Senior Management, the Board of Trustees or the Audit Committee.