Coxhealth

“W-2 compensation: the organization's ceo, cfo, and several corporate key employees receive w-2 compensation issued by lester e. Cox medical centers, a related organization, for their work which is performed mostly for the benefit of coxhealth. This compensation is approved via the coxhealth board, as described in the narrative for part vi, section b, lines 15a & 15b.”

“Business relationships: board members jerry jared, joseph turner, and grant haden have a business relationship. Board members jerry jared and brian jared have a family relationship, although they did not serve on the board at the same time. Board members jan baumgartner, larry lipscomb, and robert fulp have a business relationship. Board members thomas auner, david manuel, and timothy cloyd have a business relationship. Board members james hutcheson and larry lipscomb have a business relationship. Board members who receive compensation, officers, and key employees are employed by coxhealth and its affiliates and therefore share a business relationship.”

“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 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 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 policy: 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: coxhealth 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. Clothiaux, dix, flax, gibson and zolfaghari are compensated related to their roles as employees under coxhealth and related affiliates. No board members receive compensation for their duties as board members.”

“Number of volunteers: the organization's board of directors is a volunteer board.”

“Other changes in net assets include the following: $ (409,428) intercompany purchased service transfers”