Five Star Senior Living has long considered proper corporate governance to be important. Since we became a public company in 2002, a majority of our Board of Directors has been independent, and all of our Board’s Committees, including our Audit Committee, have been comprised solely of independent directors.

We have a five member Board of Directors, of which three are independent directors. The Board operates with three separate Committees: 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 Securities and Exchange Commission rules. We also have a Director of Internal Audit who reports directly to the Board’s Audit Committee.

All of the company's Directors, officers and personnel are subject to a Code of Business Conduct and Ethics. On December 14, 2015, Five Star Senior Living’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 management services provider is now controlled by a public company.

We also have a Governance and Compliance Online Reporting Form that allows users to report matters directly to Senior Management, the Corporate Compliance Officer, the Board of Directors or the Audit Committee.

Code of Business Conduct and Ethics

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400 Centre Street • Newton, MA 02458-2076 • Phone: 617­-796­-8387 • Fax: 617­-796­-8385