Cox College

“W-2 compensation: the organization's president and vice presidents 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 cox college. This compensation is approved via the coxhealth board, as described in the narrative for part vi, section b, lines 15a & 15b.”

“MEMBERS OR STOCKHOLDERS: COX COLLEGE SHALL HAVE ONE MEMBER WHICH SHALL BE LESTER E. COX MEDICAL CENTERS. The Board shall not be authorized to act in connection with the following without the approval of the Member: a) establish and change the business purposes, mission, and vision of College; b) appoint and remove the Trustees of College; c) amend the Articles of Incorporation of College; d) amend the Bylaws of College; e) approve the merger, consolidation, or dissolution of College or the sale of all or substantially all of the assets of College; f) approve the formation of a Controlled Subsidiary or a Remotely Controlled Subsidiary; g) approve the sale or purchase of any property of College having a value of one hundred thousand Dollars ($100,000) or greater; h) approve the acquisition or disposition by College of another legal entity or an interest in another legal entity; i) authorize or approve the acquisition or disposition by College of real property or any interest in real property having a value of one hundred thousand Dollars ($100,000) or greater; j) approve the annual capital and operating budgets of College; provided, however, that such approvals shall not be unreasonably withheld and that the Board shall have the sole right to administer such budgets; k) approve College unbudgeted loans (other than student loans) and contracts for loans, and approve College debt and capital expenditures of one hundred thousand Dollars ($100,000} or greater; l} appoint an auditor (subject to the Finance and Audit Committee's approval, which may not be unreasonably withheld) to perform audits for the College and any Controlled Subsidiary or Remotely Controlled Subsidiary; m) authorize and approve borrowing money or entering into financial guaranties by College, 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 College, other than in the ordinary course of business or within the College budget; and n) approve the transfer of assets by College to any entity other than the Member, other than transfers made in the ordinary course of operations of College which will not require approval of the Member.”

“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 trustees 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, 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 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: 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: governing documents, conflict of interest policy and financial statements are made available upon written request for a legitimate business purpose (as determined by top management). Approved documents can be viewed at the cox college administrative offices.”

“Board member compensation: loren broaddus is receiving compensation related to his role as an employee under coxhealth, a related organization. No board members receive compensation for their duties as board members.”

“Other changes in net assets: $ 4,876,435 transfers from affiliates 13,932 change in interest of net assets of subsidiaries ----------- $ 4,890,367”