Lester E Cox Medical Centers

“Members, stockholders, or other persons: per bylaw changes made during the fiscal year, coxhealth is now the sole member of lester e. Cox medical centers. The following corporate powers and responsibilities shall be solely and specifically reserved to the member; (a) to establish and change the business purposes, mission, vision or values of cmc; (b) to approve amendments to the articles of incorporation of cmc as provided therein; (c) to approve amendments to the bylaws of cmc; (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 cmc, subject to the requirements of article five, section 1 and to appoint and remove the officers of the board and cmc; (f) after consultation with the board, to approve the appointment and removal of the president and ceo of cmc; (g) to appoint the auditor and the corporate counsel for cmc and its controlled subsidiaries or remotely controlled subsidiaries; (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 cmc in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of cmc; (i) to approve the merger, consolidation or dissolution of cmc or the sale of all or substantially all of the assets of cmc; (j) to approve the formation of a controlled subsidiary or a remotely subsidiary; (k) to approve the acquisition or disposition by cmc of another legal entity or an interest in another legal entity; (l) after receiving input from the board, to approve the strategic plan and the operating and capital budgets of cmc; (m) approval of cmc'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 cmc 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 cmc 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 cmc, including actions relating to the formation, joining, operation, withdrawal from and termination of a credit group or an oblicated group and the granting of security interests in the property of cmc; (q) to require cmc to transfer assets, including but not limited to cash, to the member; (r) to approve the transfer of assets by cmc to any entity other than the member, other than transfers made in the ordinary course of operations of cmc which will not require approval of the member; (s) to approve the rate of payment, compensation or rent and/or any provisions concerning exclusivity with respect to any contract for physician services and any lease/timeshare agreement between any physician or physician group, on the one hand, and cmc or any controlled subsidiary or remotely controlled subsidiary, on the other hand, all in accordance with such policies and processes which may be promulgated from time to time by the member; (t) to approve changes to the type of or relocation of physician professional medical services offered by cmc, where the change involves (a) services offered or provided by cmg physicians and (b) (i) a change in venue or provider status of the medical service, (ii) the cessation of a pre-existing medical service, or (iii) the offering of a new medical service; (u) to engage, approve, and to finalize any and all contracts or agreements with any third party hospital-based physician groups (anesthesiologists, pathologists, radiologists, or emergency medicine physicians) that will render professional services to cmc; (v) to override and reverse any decision made or action authorized by the cmc board to the extent that such decision or”

“990 review policy: 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, form 990 is first reviewed by members of top management. Once they have approved the draft, a final copy is presented to the audit committee of the board of directors. In addition, a final copy is provided to the board of directors through the online board portal prior to filing.”

“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, 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 coxhealth 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 lester e. Cox medical centers.”

“Compensation review policy: lester e. Cox medical centers 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: lester e. Cox medical centers makes available its governing documents, conflict of interest policy and financial statements available for all legitimate business purposes as determined by management. In addition, as a continuing disclosure requirement of certain debt covenants the organization provides its audited financial statements and specific quarterly financial information to defined repositories for review by parties or individuals interested in the information.”

“Board member compensation: drs. Dix and zolfaghari are receiving compensation related to their roles as employees under coxhealth and related affiliates. No board members receive compensation for their duties as board members.”

“Additional information about physician care: affordable, convenient care is also provided in our retail clinics. Lester e. Cox medical centers continues to partner with wal-mart and hyvee and currently has 6 partnership clinics. Coxhealth has also invested in telemedicine infrastructure to further expand its ability to offer cost effective and convenient care to our community.”

“Exempt purpose achievements - additional information about home care: oxford supports the community through their association support (i.e. Alzheimer's association, diabetes association, heart association, etc,) they work diligently to raise funds for patients through donations from their employees and a community wide fan drive for patients without air conditioning. Home support has provided durable medical equipment and services to patients in southwest missouri for over 30 years and as the company has grown it has steadily become more involved in an effort to better meet the needs of the community as a whole. The staff support their patients and families in many ways by contacting home health care agencies, division of aging and other local charities. They regularly donate medical equipment to convoy of hope and other agencies that support disaster and relief efforts both locally and abroad. Community benefit activities include donated employee time and parts to install an overhead lift for an organization called "horses of hope" that aids in helping disabled patients ride horses.”

“Exempt purpose achievements - community benefit report: lester e. Cox medical centers is proud to offer nationally recognized quality care and the latest in medical technology and services to improve our community's health. Despite innovation and quality, there are still community needs that are not met through regular course of care. That is why as a community-owned, not-for-profit hospital system, we provide the kind of care and programs that are needed to serve all in our communities, including some of the most vulnerable - the underinsured and uninsured. Programs that help the individuals and families of our community are an investment in friends, family, and neighbors. Lester e. Cox medical centers does this through initiatives like kohl's cardiac kids and healthy food pantry collaborative, but is also evident in community and health care education, support groups, preventive screenings, sponsorships, and donations. Community benefit medicare, medicaid and uninsured subsidies $ 141,114,203 this figure includes the estimated unpaid costs of providing care to medicare and medicaid patients and represents the shortfall between the cost of providing care and the payments received by the government and covered individuals. Also, it includes the estimated unpaid cost of providing free or discounted care to persons who cannot afford to pay for any or all of the services they receive and who are not eligible for public programs. Community outreach services $ 309,578 includes activities carried out to improve community health and services that are subsidized because they are needed in the community. Examples are community education, health screenings, support groups, immunizations, coalition building and subsidy of health care services. Health professionals education and research $ 489,982 this figure is the cost of providing clinical placements for physicians and other health professionals plus the un-reimbursed cost of cox family medicine residency and schools of allied health professions. It includes the un-reimbursed expense of studies on therapeutic protocols and research. Foundation grants, financial contributions and in-kind donations $ 1,222,843 this figure includes cash and in-kind donations to support community organizations, patient advocacy and education, as well as contributions for not-for-profit community organizations and event sponsorships. Total community benefit: $ 143,136,606 economic impact: restricted foundation grants $ 7,370,979 this figure includes cash donations paid by the coxhealth system to support community organizations, patient advocacy and education, as well as contributions for non-for-profit community organizations and event sponsorships. Real estate and property taxes $ 1,057,479 total real estate and property taxes paid by lester e. Cox medical centers for medical office buildings and physician offices and clinic. Capital investments $ 136,560,033 as a non-profit organization, lester e. Cox medical centers reinvests its revenue in the services it provides to the community, including the cost of medical technology, equipment and services. This amount includes the total investment made through purchasing and leasing of medical equipment and technology, as well as rental facilities, such as medical offices. Payroll & benefits $ 430,164,856 the coxhealth system is one of the largest employers in southwest missouri. In calendar year 2014, lester e. Cox medical centers alone employed approximately 8,701 people, and the remaining coxhealth system affiliates carry the total employed figure to over 10,000 people. This dollar amount includes the cost of payroll and benefits of our dedicated team for lester e. Cox medical centers. It also includes a significant investment on contract personnel in various medical specialties as well as monies to other professionals who reside locally. Total economic impact: $ 567,782,368 total contributions to the community: $ 710,918,974”

“Other fees for services: $ 99,162,468 physician remuneration 92,231,273 purchased affiliate services 11,134,437 other purchased services 5,820,319 anesthesia services 4,737,340 contracted repairs & maintenance 4,652,807 billing/collection services 4,597,870 purchased lab services 4,556,060 housekeeping/laundry 2,759,920 consulting 1,663,146 professional fees 1,480,872 pharmacy 1,430,439 medical director 1,368,503 contract labor 1,051,310 purchased management services 361,930 courier services 271,355 special services 77,797 occupational therapy services 72,661 radiology services 22,095 medical transcription -------------- $ 237,302,319”

“Other changes to net assets: $ (751,921) return of capital (20,159,031) defined benefit pension plan loss 4,740,335 transfer from affiliates (68,615) change in beneficial interest in trust --------------- $ (16,239,232)”