Cox Health Systems Hmo Inc

“Family and business relationships: steven edwards serves as the president and ceo, and james ceaser, mark costley, matthew aug, lisa odom, and susan butts are all 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.”

“Members: the member is lester e. Cox medical centers (member), a related organization and subsidiary of coxhealth (parent), another related organization.”

“Election/appointment of board members: the board shall consist of no less than eight (8) and no more than twenty-one (21) directors, each of whom shall be appointed by coxhealth (parent). 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 parent shall receive nominations from the cmg board prior to the annual meeting at which directors are elected.”

“Member powers: the bylaws are reviewed by the president and ceo of coxhealth (parent) or his/her designee together with the general counsel, at least every three (3) years. The parent may adopt, amend and repeal the bylaws, subject to any limitations set forth in the bylaws, at any meeting, provided that a copy of the bylaws to be considered at the meeting accompanies the notice thereof. Except as specified below or as set forth elsewhere in the bylaws, the following reserved powers may be exercised by the parent without prior action by the board. Said reserved powers are: (a) to establish and change the business purposes, mission, vision or values of the corporation; (b) to approve amendments to the articles of acceptance of the corporation as provided therein; (c) to approve amendments to the bylaws of the corporation; (d) to approve the adoption of and any revision to the charters for all committees established by the board; (e) to appoint and remove the directors of the corporation, subject to the requirements of article five, and to appoint and remove the officers of the board and the corporation; (f) to approve the appointment and removal of the president of the corporation; (g) to appoint the auditor and the corporate counsel for the corporation and its controlled subsidiaries or remotely controlled subsidiaries so long as such appointment is consistent with all applicable laws and regulations, including missouri department of insurance regulations and guidelines; (h) to establish centralized employee benefit, insurance, investment, financing, marketing, legal, corporate compliance, performance assessment and improvement and other operational and support programs; to require the participation of the corporation in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of the corporation; (i) to approve the merger, consolidation or dissolution of the corporation or the sale of all or substantially all of the assets of the corporation; (j) to approve the formation of a controlled subsidiary or a remotely controlled subsidiary; (k) to approve the acquisition or disposition by the corporation of another legal entity or an interest in another legal entity; (l) to approve the strategic plan and the operating and capital budgets of the corporation; (m) approval of the corporation's unbudgeted debt and capital expenditures of one hundred thousand dollars ($100,000) or greater; (n) to authorize or approve the acquisition or disposition by the corporation of real property or any interest in real property having a value of one hundred thousand dollars ($100,000) or greater; (o) to approve the sale or purchase of any property of the corporation having a value of one hundred thousand dollars ($100,000) or greater; (p) to authorize and approve borrowing money or entering into financial guaranties by the corporation, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an obligated group and the granting of security interests in the property of the corporation; (q) to approve the transfer of assets by the corporation to any entity other than the member and/ or parent, other than transfers made in the ordinary course of operations of the corporation which will not require approval of the parent; (r) to determine the extent to which and the manner in which the powers described in this section which are reserved to the parent with respect to the corporation are to be included in the governing documents of any controlled subsidiary or remotely controlled subsidiary and exercised with respect to any controlled subsidiary or any remotely controlled subsidiary.”

“Form 990 review: 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.”

“Conflict of interest policy: 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.”

“Compensation review: 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 assessment and 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.”

“Document disclosure: cox health systems hmo's governing documents and conflict of interest policy are available for public inspection as an attachment to the application for recognition of exemption.”

“Other changes in net assets: $ 7,013 capital contributions 22,189 change in nonadmitted assets (10,634,760) change in equity of affiliates ------------ $(10,605,558)”