Cox Health Systems Insurance Company

“Coxhealth employs a defined governance structure around executive compensation. The board of directors maintains a compensation committee that is charged with carrying out the functions of evaluating and setting executive compensation through formal documented meetings that occur several times during the year. The compensation committee utilizes a well respected independent external advisor to provide third party assessments are recommendations regarding compensation levels and benefit programs for the top executives of the organization to ensure the compensation program is competitive and within fair market value. After a full review of the data and thorough discussion the committee makes a self determination of compensation levels set january 1 of each year. Annually the steps necessary to document rebuttable presumption are taken and recorded. Additionally, compensation levels for the vice president tier of management is overseen by the ceo using external comparable data for assessment and is provided to the compensation committee for review on an annual basis.”

“MAX BUETOW SERVES AS THE PRESIDENT AND CEO, BRYAN FINKE AND TIM JONES ARE EMPLOYED BY LESTER E. COX MEDICAL CENTERS, A RELATED ORGANIZATION. NO COMPENSATION WAS PROVIDED FOR RESPONSIBILITIES ASSOCIATED WITH BEING A BOARD DIRECTOR. COMPENSATION REPORTED FOR BOARD MEMBERS LISTED ON FORM 990, PART VII, AND SCHEDULE J REPRESENTS EMPLOYEE OR INDEPENDENT CONTRACTOR COMPENSATION UNRELATED TO SERVICE AS A BOARD MEMBER. - Business relationship”

“The stockholder is cox health systems hmo, inc., a related organization.”

“The board shall consist of no less than eight (8) and no more than twenty-one (21) directors, who shall be elected at the annual meeting of the stockholder, cox health systems hmo, inc. One (1) director shall reside in the branson, missouri area, which is defined as the skaggs community hospital association d/b/a cox medical center branson (cmcb) service area including stone and taney counties (cmcb director). The board shall receive nominations from the cmcb board prior to the annual meeting for election as director. The board of directors of cox medical group (cmg) shall nominate two (2) physicians to serve on the board (each a cmg director). One cmg director shall be employed by ferrell-duncan clinic, inc. And the other shall be employed by lester e. Cox medical centers (member), employed by cmg, or employed by member and leased to cmg. The board shall receive nominations from the cmg board prior to the annual meeting at which directors are elected.”

“Alterations, amendments, or repeals of the bylaws may be made by a majority of the stockholders entitled to vote at any meeting.”

“The form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the organization. The form 990 is provided to the director of accounting and cfo for a detailed review to ensure accuracy. A copy is then provided to the ceo and governing body for review prior to filing.”

“Coxhealth officers, directors and key employees, as well as officers, directors and key employees of the coxhealth affiliates and/or committees with delegated authority to make decisions, are annually required to disclose potential conflicts of interest following the policy set forth below. The policy requires that board members make decisions that are conflict free, or if a conflict is present, that it is fully disclosed for the board's consideration. Coxhealth's employees and board members must avoid all activities, associations or interests that create a conflict of interest. Conflicts of interest for employees must be reported to the corporate integrity department. A file will be maintained of all reported conflicts of interest. For medical staff members, the conflict of interest process may be accessed through the medical staff office. For board members, the conflict of interest process is handled through the governance sub-committee of the board with the assistance of the executive office and is defined in the charter of the governance sub-committee. If any officer or director is found to have a conflict of interest, such person shall neither vote nor use his or her influence to affect any decision relating to the conflict, and such person should not be included in determining whether a quorum participated in the decision. Such person is permitted to briefly state his or her position on the matter, and answer pertinent questions about it, if his or her knowledge or expertise could assist those participating in the decision. For vendors, the policy is distributed with their initial contract with coxhealth.”

“Cox health systems insurance company's governing documents and conflict of interest policy are available for public inspection as an attachment to the application for recognition of exemption.”

“CHANGE IN NONADMITTED ASSETS - 290655; Total - 290655;”