Coxhealth Foundation

“Members or stockholders: coxhealth foundation shall have one member which shall be lester e. Cox medical centers (member), which is a controlled subsidiary of a parent corporation known as coxhealth (parent). The member and parent shall exercise their powers and fulfill their responsibilities as specified in the articles of incorporation and 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 coxhealth foundation; (b) approve the adoption, or permit the adoption of, any new, or any changes to any existing, long-term or master institutional plans of the coxhealth foundation; (c) approve the adoption of the annual operating budget of the coxhealth foundation; (d) to approve amendments to the articles of incorporation of coxhealth foundation as provided therein; (e) to approve amendments to the bylaws; (f) to approve the adoption of and any revision to the charters for all committees established by the board; (g) to appoint and remove the directors or honorary directors of coxhealth foundation, subject to the requirements of article five, and to appoint and remove the officers of the board and coxhealth foundation; (h) to approve the appointment and removal of the president of coxhealth foundation; (i) to appoint the auditor and the corporate counsel for coxhealth foundation and its controlled subsidiaries or remotely controlled subsidiaries; (j) 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 coxhealth foundation in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of coxhealth foundation; (k) authorize or permit the coxhealth foundation to engage in, or enter into, any transaction providing for the sale, lease, exchange, mortgage, pledge, creation of a security interest in or disposition of all or substantially all of its assets; (l) approve, or permit the approval of, any contributions or grants by the coxhealth foundation to any affiliate or subsidiary of member; (m) authorize or permit the coxhealth foundation to enter into or perform any contract or engage in any transaction not specified above which involves the expenditure of a sum greater than twenty-five thousand and no/100 dollars ($25,000.00); (n) approve or permit the borrowing of money by the coxhealth foundation; (o) to approve the acquisition or disposition by coxhealth foundation of another legal entity or an interest in another legal entity; (p) approve the adoption, or permit the adoption of, a plan of dissolution of the coxhealth foundation; (q) approve the adoption, or permit the adoption of, a plan of merger or consolidation of the coxhealth foundation with another legally defined non-profit coxhealth foundation; (r) to approve the merger, consolidation or dissolution of coxhealth foundation or the sale of all or substantially all of the assets of coxhealth foundation; (s) to approve the organization, acquisition, formation of a controlled subsidiary, remotely controlled subsidiary, affiliate, or legally defined non-profit organization; (t) 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 coxhealth foundation 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 process: the form 990 is prepared by an independent accounting firm based on the audited financial statements and information provided by the accounting department of the organization. Prior to filing, the form 990 is first reviewed by members of top management. Once they have approved the draft, a final copy is provided to the board of directors via email.”

“Monitoring compliance with 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 corporate compliance policy, set forth below. In addition, the lester e. Cox medical centers bylaws contain a conflict of interest provision to ensure 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 a sub-committee of the board with the assistance of the executive office and is defined in the board bylaws. 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 at their first contract with lester e. Cox medical centers.”

“Compensation review policy: the president's compensation is periodically reviewed by an independent consultant using comparability data. The consultant's recommendations are presented to and discussed with the board of directors. This review is documented in board minutes.”

“Document disclosure: organization documents will be made available upon written request for a legitimate business or fundraising purpose (as determined by top management). Documents may be viewed at the foundation's office.”

“Board member compensation: russell detten, m.d., jose dominguez, m.d., and charles woodall, iii, m.d., are employees of lester e. Cox medical centers, a related organization. Their compensations are related to thier roles as employees. No board members receive compensation for their duties as board members.”

“Organization's mission and most significant activity: additionally, coxhealth foundation raises funds to support the mission of coxhealth through support of health education, facilities, technologies and those programs and services which impact the health of our ozarks community. Each contribution to the foundation creates the following benefits: -supports services for the indigent and uninsured by providing financial assistance through the bethlehem fund for high-risk mothers, the good samaritan fund and other patient care funds. At coxhealth, health care is provided without prejudice and regardless of the patient's ability to pay. -provides educational training to resident physicians and to future nurses through the family practice residency program and cox college scholarship and endowment funds. -assists the community by providing programs like cpr training and smoking cessation classes, as well as the emergency cardiovascular care community training center and the "women and heart - know your figures" awareness campaign. -builds new, expanded facilities with gifts to support state-of-the-art equipment to continue medical research and offer innovative clinical treatments and procedures in areas such as cancer, heart disease, rehabilitation and much more.”

“Exempt purpose achievements - other: the coxhealth foundation provided additional support for the health professions by offering scholarships for nursing students and health science students. These scholarships help to encourage health professions and the fulfillment of careers that will impact total community health and wellness.”

“Other changes in net assets: $ (865,329) transfers to affiliates (116,289) change in beneficial interest in trust ----------- $ (981,618)”