Cox Barton County Hospital

“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 jan baumgartner and robert fulp 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.”

“Members and shareholders: cox-barton county shall have one member which shall be coxhealth. 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 cox-barton county; (b) to approve amendments to the articles of incorporation of cox-barton county as provided therein; (c) to approve amendments to the bylaws of cox-barton county; (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 cox-barton county, subject to the requirements of article five of the bylaws, and to appoint and remove the officers of the board and cox-barton county; (f) to approve the appointment and removal of the president of cox-barton county; (g) to appoint the auditor and the corporate counsel for cox-barton county 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 cox-barton county in such programs; and to authorize the opening and closing of bank accounts and investment accounts in the name of cox-barton county; (i) to approve the merger, consolidation or dissolution of cox-barton county or the sale of all or substantially all of the assets of cox-barton county; (j) to approve the formation of a controlled subsidiary or a remotely controlled subsidiary; (k) to approve the acquisition or disposition by cox-barton county of another legal entity or an interest in another legal entity; (l) to approve the strategic plan and the operating and capital budgets of cox-barton county; (m) approval of cox-barton county'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 cox-barton county 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 cox-barton county 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 cox-barton county, 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 cox-barton county; (q) to require cox-barton county to transfer assets, including but not limited to cash, to the member and/or parent; (r) to approve the transfer of assets by cox-barton county to any entity other than the member and/or parent, other than transfers made in the ordinary course of operations of cox-barton county which will not require approval of the parent; (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 cox-barton county 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 and/or parent; (t) to approve changes to the type of or relocation of physician professional medical services offered by cox-barton county, where the change involves (a) services offered or provided by cmg physicians (as defined in the member's bylaws) 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 part”

“Meeting documentation: the organization's governing body does not have any committees with the authority to act on behalf of the governing body.”

“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.”

“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, as stated below: 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 member 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 system 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-barton county hospital administrative offices.”

“Board member compensation: david zolfaghari, patricia dix, ibrahim "abe" abdalla, and steven edwards 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.”

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

“Number of employees reported on form w-3: lester e. Cox medical centers, a related organization, files all required w-2's for the health system. The number reported on form 990, part v, line 2a represents the number of w-2's filed on behalf of the organization.”

“Other changes in net assets: $ 171,148 transfer from affiliate”

“Description:purchased services total fees:1126207”

“Description:physician remuneration total fees:519611”

“Description:equipment service contracts total fees:440089”

“Description:anesthesia services total fees:266208”

“Description:billing services total fees:236228”

“Description:outside radiology total fees:156479”

“Description:outside lab total fees:116685”

“Description:medical director total fees:84225”

“Description:professional contract labor total fees:62644”

“Description:collection services total fees:53432”

“Description:consulting services total fees:24282”

“Description:medical transcription services total fees:22218”

“Description:pharmacy services total fees:16047”

“Description:courier services total fees:10366”

“Description:laundry services total fees:3340”