2024-08-14T15:38:14+00:00 2023-09-30 440160260 Forvis Mazars LLP 910 E St Louis 200 PO Box 1190 Springfield MO 658062523 990 2022-10-01 471087566 Cox Medical Group COXM 4172693000 1423 N JEFFERSON SPRINGFIELD MO 65802 JACOB MCWAY CFO 4172693000 2024-08-14 true true Brian Todd P00422601 4178658701 2022 2024-08-08 14:25:15Z TIMOTHY JONES 1423 N JEFFERSON SPRINGFIELD MO 65802 0 false X WWW.COXHEALTH.COM X 2013 MO TO PROVIDE HIGH QUALITY, COST EFFECTIVE MEDICAL CARE AND OTHER HEALTH CARE AND HEALTH EDUCATION SERVICES TO THE COMMUNITY. SEE SCHEDULE O FOR ADDITIONAL INFORMATION. 13 0 0 13 0 0 0 -164117 0 0 0 -164117 0 0 0 0 0 0 314224 314224 -164117 -314224 0 0 5747388 6969525 -5747388 -6969525 NONE false false 314224 0 0 THE CORPORATION SERVES AS THE HOLDING COMPANY FOR PHYSICIANS AND OTHER PROVIDERS AND ARRANGES FOR PROVIDING MEDICAL SERVICES AS REQUIRED. 314224 true false false false false false false false false false false false false true false false true false false false false false false false false false false false true false false false false false false false false false false false false false true true true false false true 0 0 0 false false false false false false false false false false false false X 13 0 true false true false true true true true true false false true true true true true true true false false X JACOB M MCWAY 4172698811 3800 S NATIONAL SPRINGFIELD MO 65807 HOWARD JARVIS MD CHAIR 1.0 46.0 X X 0 438389 44748 BRETT HRONEK BOARD MEMBER 1.0 40.0 X 0 561100 52189 BRIAN CLONTS BOARD MEMBER 1.0 40.0 X 0 674224 49247 CARL PRICE BOARD MEMBER 1.0 40.0 X 0 1289639 49762 DAVID ZOLFAGHARI BOARD MEMBER 1.0 40.0 X 0 1199429 39239 JEREMY STURGELL BOARD MEMBER 1.0 40.0 X 0 441308 53153 LOUIS KRENN BOARD MEMBER 1.0 40.0 X 0 867324 32938 MARK ENTRUP BOARD MEMBER 1.0 40.0 X 0 276907 50191 MAX BUETOW PRESIDENT & CEO 1.0 48.0 X 0 809328 218005 ROBIN TROTMAN BOARD MEMBER 1.0 40.0 X 0 327549 33403 RON PRENGER BOARD MEMBER 1.0 41.0 X 0 714174 49319 TIM BURNETT BOARD MEMBER 1.0 40.0 X 0 246736 30670 ZACHARY SCHMITTLING BOARD MEMBER 1.0 40.0 X 0 811676 47344 DAMARIS CROW SECRETARY 1.0 40.0 X 0 60226 11978 JACOB MCWAY EVP, COXHEALTH CFO 1.0 48.0 X 0 1026750 231057 TIMOTHY JONES PRESIDENT CMG 1.0 40.0 X 0 593322 72405 STEVE EDWARDS FORMER PRESIDENT & CEO 0.0 0.0 X 0 1720045 161696 0 12058126 1227344 0 true true false 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 LOSS FROM INVESTMENT IN TAX EXEMPT S 314224 314224 0 0 0 0 314224 314224 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5747388 6969525 5747388 6969525 X -5747388 -6969525 0 0 0 0 -5747388 -6969525 0 0 X -314224 -907913 X false true X true false X X 1 LESTER E COX MEDICAL CENTER 440577118 3 true 0 0 1 0 0 true false false false false false false false false false false false false false false true false DUE TO AFFILIATES 5865427 NET ASSETS OF SUBS 1104098 6969525 Schedule D, Part X, Line 2 UNCERTAIN TAX POSITIONS MANAGEMENT HAS EVALUATED THEIR INCOME TAX POSITIONS UNDER THE GUIDANCE INCLUDED IN ASC 740. BASED ON THEIR REVIEW, MANAGEMENT HAS NOT IDENTIFIED ANY MATERIAL UNCERTAIN TAX POSITIONS TO BE RECORDED OR DISCLOSED IN THE FINANCIAL STATEMENTS. X true true X X X X false true false false false false true false false HOWARD JARVIS MD CHAIR 0 438389 0 0 0 0 0 26970 0 17778 0 483137 0 0 MAX BUETOW PRESIDENT & CEO 0 743426 0 63787 0 2115 0 201493 0 16512 0 1027333 0 0 RON PRENGER BOARD MEMBER 0 574402 0 135962 0 3810 0 34250 0 15069 0 763493 0 0 BRIAN CLONTS BOARD MEMBER 0 671902 0 0 0 2322 0 35750 0 13497 0 723471 0 0 MARK ENTRUP BOARD MEMBER 0 273097 0 0 0 3810 0 33741 0 16450 0 327098 0 0 LOUIS KRENN BOARD MEMBER 0 866874 0 0 0 450 0 14825 0 18113 0 900262 0 0 CARL PRICE BOARD MEMBER 0 1289639 0 0 0 0 0 34000 0 15762 0 1339401 0 0 DAVID ZOLFAGHARI BOARD MEMBER 0 1199429 0 0 0 0 0 39239 0 0 0 1238668 0 0 JEREMY STURGELL BOARD MEMBER 0 441008 0 0 0 300 0 35325 0 17828 0 494461 0 0 ROBIN TROTMAN BOARD MEMBER 0 326859 0 0 0 690 0 15250 0 18153 0 360952 0 0 BRETT HRONEK BOARD MEMBER 0 561100 0 0 0 0 0 34411 0 17778 0 613289 0 0 ZACHARY SCHMITTLING BOARD MEMBER 0 811676 0 0 0 0 0 29566 0 17778 0 859020 0 0 TIM BURNETT BOARD MEMBER 0 246466 0 0 0 270 0 12892 0 17778 0 277406 0 0 STEVE EDWARDS FORMER PRESIDENT & CEO 0 987148 0 414960 0 317937 0 140438 0 21258 0 1881741 0 307491 JACOB MCWAY EVP, COXHEALTH CFO 0 745476 0 171360 0 109914 0 210020 0 21037 0 1257807 0 97178 TIMOTHY JONES PRESIDENT CMG 0 551063 0 41595 0 664 0 55943 0 16462 0 665727 0 0 Schedule J, Part I, Line 1a Health or social club dues or initiation fees MONTHLY SOCIAL CLUB DUES ARE INCLUDED IN THE TAXABLE COMPENSATION OF STEVE EDWARDS, FORMER CEO, AND JAKE MCWAY, CFO. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan STEVE EDWARDS, MAX BEUTOW, AND JACOB MCWAY PARTICIPATE IN A 457(F) NONQUALIFIED RETIREMENT PLAN WITH LESTER E. COX MEDICAL CENTERS: -STEVE EDWARDS RECEIVED AN EXECUTIVE 457(F) CONTRIBUTION OF $125,188. -STEVE EDWARDS RECEIVED AN EXECUTIVE 457(F) DISTRIBUTION OF $307,491, WHICH WAS REPORTED AS DEFERRED COMPENSATION ON A PRIOR FORM 990. - JACOB MCWAY RECEIVED AN EXECUTIVE 457(F) CONTRIBUTION OF $174,270. - JACOB MCWAY RECEIVED A 457(F) DISTRIBUTION OF $97,178, WHICH WAS REPORTED AS DEFERRED COMPENSATION ON A PRIOR FORM 990. - MAX BUETOW RECEIVED AN EXECUTIVE 457(F) CONTRIBUTION OF $172,368. - TIMOTHY JONES RECEIVED AN EXECUTIVE 457(F) CONTRIBUTION OF $41,750. Schedule J, Part I, Line 6b Compensation contingent on net earnings of a related organization KEY EMPLOYEES HAVE NET EARNINGS AS ONE COMPONENT OF A BALANCED SCORECARD METRIC CONTAINED WITHIN A BONUS PROGRAM. EMPLOYED PHYSICIANS ARE PAID BASED ON A SALARY, A FORMULA USING COLLECTIONS AND EXPENSES, AN AMOUNT PER RVU, OR A COMBINATION OF THESE. EXECUTIVE LEVEL STAFF ARE ELIGIBLE FOR ADDITIONAL COMPENSATION BASED ON A VARIETY OF PERFORMANCE INDICATORS IN QUALITY, CUSTOMER AND EMPLOYEE SATISFACTION AND BUSINESS PERFORMANCE MEASURES. Schedule J, Part I, Line 3 ESTABLISHMENT OF TOP MANAGEMENT OFFICIAL COMPENSATION FERRELL-DUNCAN CLINIC INC., A RELATED PARTY OF THE ORGANIZATION, USES THE FOLLOWING TO ESTABLISH THE COMPENSATION FOR DR. TIMOTHY JONES, THE TOP MANAGEMENT OFFICIAL OF COX MEDICAL GROUP: WRITTEN EMPLOYMENT CONTRACT, COMPENSATION SURVEY OR STUDY, APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE, APPROVAL BY COXHEALTH'S COMPENSATION COMPLIANCE COMMITTEE WITH FINAL APPROVAL BY THE BOARD COMPENSATION COMMITT AFTER FOLLOWING REBUTTABLE PRESUMPTION PROCEDURES. Schedule J, Part II BOARD MEMBER COMPENSATION NO COMPENSATION WAS PROVIDED FOR RESPONSIBILITIES ASSOCIATED WITH BEING A BOARD DIRECTOR. COMPENSATION REPORTED FOR SEVERAL BOARD MEMBERS LISTED ON SCHEDULE J REPRESENTS EMPLOYEE OR INDEPENDENT CONTRACTOR COMPENSATION UNRELATED TO SERVICE AS A BOARD MEMBER. Schedule J, Part II, Column (F) COMPENSATION REPORTED ON PRIOR FORM 990 COMPENSATION IS REPORTED ON THE FORM 990 IN THE YEAR THAT THE COMPENSATION IS EARNED BY OR AWARDED TO AN INDIVIDUAL, EVEN IF THE COMPENSATION IS NOT PAID TO THE INDIVIDUAL, IS NOT FULLY VESTED, OR IS SUBJECT TO SUBSTANTIAL RISK OF FORFEITURE. IF COMPENSATION IS EARNED OR AWARDED IN ONE YEAR BUT PAID IN A LATER YEAR, THEN THE COMPENSATION IS REPORTED A SECOND TIME ON THE FORM 990 IN THE YEAR THE COMPENSATION IS VESTED OR PAID TO THE INDIVIDUAL. Form 990, Part I, Line 1 ORGANIZATION'S MISSION THE CORPORATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR CHARITABLE, EDUCATIONAL OR SCIENTIFIC PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CORRESPONDING PROVISION OF ANY FUTURE UNITED STATES INTERNAL REVENUE LAW AND IN FURTHERANCE OF THOSE PURPOSES THE CORPORATION MAY: A) PROVIDE HIGH QUALITY, COST EFFECTIVE MEDICAL CARE AND OTHER HEALTH CARE AND HEALTH EDUCATION SERVICES TO THE COMMUNITY; B) ESTABLISH, EQUIP, PROMOTE, DEVELOP, ENCOURAGE, OWN, CONDUCT, MANAGE AND MAINTAIN ONE OR MORE MEDICAL CLINICS OR OTHER INSTITUTIONS WITH PERMANENT HEALTH SERVICE FACILITIES FOR THE DIAGNOSIS AND TREATMENT OF PATIENTS AND PROVIDE SUCH MEDICAL SERVICES AS MAY BE REQUIRED BY PATIENTS; C) CONDUCT EDUCATIONAL ACTIVITIES RELATED TO CARE OF THE SICK AND INJURED OR THE PROMOTION OF HEALTH; D) DEVELOP EFFICIENT AND PRACTICAL ARRANGEMENTS FOR PROVIDING HEALTH SERVICES; E) FOSTER THE TEACHING AND RESEARCH FUNCTIONS AT ITS FACILITIES IN COOPERATION WITH OTHER HEALTH SERVICES AND EDUCATIONAL INSTITUTIONS; F) RAISE GIFTS, BEQUESTS, DONATIONS AND OTHER FUNDS FROM THE PUBLIC AND FROM ALL OTHER SOURCES AVAILABLE FOR THE CORPORATION'S PURPOSES; RECEIVE AND MAINTAIN SUCH FUNDS AND EXPEND PRINCIPAL AND INCOME THEREFROM IN SUPPORT OF OR IN FURTHERANCE OF THE CORPORATION'S CHARITABLE PURPOSES; AND G) ENGAGE IN ANY OTHER LAWFUL ACTIVITY WITHIN THE PURPOSES AND POWERS FOR WHICH A PUBLIC BENEFIT CORPORATION MAY BE ORGANIZED UNDER THE MISSOURI NONPROFIT CORPORATION ACT ALL IN SUPPORT OF OR IN FURTHERANCE OF THE CHARITABLE, EDUCATIONAL AND SCIENTIFIC PURPOSES OF THE CORPORATION. Form 990, Part VI, Line 2 Family/business relationships amongst interested persons BOARD MEMBERS WHO RECEIVE COMPENSATION AND OFFICERS ARE EMPLOYED BY COXHEALTH AND ITS AFFILIATES AND THEREFORE SHARE A BUSINESS RELATIONSHIP. DAVID ZOLFAGHARI, CARL PRICE, ZACHARY SCHMITTLING, AND BRETT HRONEK ALL MEMBERS OF FERRELL DUNCAN BUILDING COMPANY. - Business relationship Form 990, Part VI, Line 4 Significant changes to organizational documents THE ORGANIZATION AMENDED THEIR BYLAWS DURING THE YEAR TO THE FOLLOWING: ARTICLE TWO - MEMBER SECTION 3. POWERS AND RESPONSIBILITIES OF THE MEMBER Y) TO CONTRACT ON BEHALF OF CMG WITH RESPECT TO ANY MATTER THAT IMPACTS ONE OR MORE OF MEMBER'S SUBSIDIARIES OR WHERE MEMBER DETERMINES IN ITS DISCRETION THAT CONTRACTING ON BEHALF OF ITSELF AND SOME OR ALL OF ITS SUBSIDIARIES IS IN THE BEST INTEREST OF THE HEALTH SYSTEM. REMOVED LANGUAGE TO OVERRIDE AND REVERSE ANY DECISION MADE OR ACTION AUTHORIZED BY THE CMG BOARD TO THE EXTENT THAT SUCH DECISION OR ACTION CONFLICTS WITH A DECISION MADE OR ACTION AUTHORIZED BY THE JOINT OPERATIONS COMMITTEE OF THE MEMBER. Form 990, Part VI, Line 6 Classes of members or stockholders PER THE COX MEDICAL GROUP BYLAWS, COXHEALTH IS THE SOLE MEMBER OF THE ORGANIZATION. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body 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 CMG INCLUDING CMG'S CHARITY CARE TREATMENT POLICIES, CONFLICT OF INTEREST POLICIES, AND POLICIES REGARDING PARTICIPATION IN GOVERNMENTAL PROGRAMS; (B) TO APPROVE AMENDMENTS TO THE ARTICLES OF INCORPORATION OF CMG AS PROVIDED THEREIN; (C) TO APPROVE AMENDMENTS TO THE BYLAWS OF CMG; (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 INTERIM DIRECTORS OF CMG, OFFICERS OF THE CMG INTERIM BOARD, AND THE INTERIM OFFICERS OF CMG; (F) TO APPOINT AND REMOVE THE DIRECTORS OF CMG AND THE OFFICERS OF CMG AND THE CMG BOARD PROVIDED, HOWEVER, THAT THE REMOVAL OF A PHYSICIAN DIRECTOR OF CMG MUST BE APPROVED BY A MAJORITY OF THE UNAFFECTED PHYSICIAN DIRECTORS UNLESS THE PHYSICIAN DIRECTOR HAS BEEN ACCUSED OF A CRIME INVOLVING MORAL TURPITUDE (E.G. THEFT, FRAUD, EMBEZZLEMENT, OR SIMILAR CRIME OF DISHONESTY), A FELONY OR HAS ACTED IN ANY OTHER MANNER THAT THE MEMBER DETERMINES IN ITS SOLE GOOD FAITH DISCRETION WARRANTS THE PHYSICIAN DIRECTOR'S REMOVAL FROM THE CMG BOARD IN WHICH CASE MAJORITY APPROVAL FROM THE UNAFFECTED PHYSICIAN DIRECTORS SHALL NOT BE REQUIRED; (G) TO APPOINT A PRESIDENT OF CMG, PROVIDED, HOWEVER, THAT SUCH APPOINTMENT MUST BE APPROVED BY A MAJORITY OF THE PHYSICIAN DIRECTORS OF CMG; (H) TO REMOVE THE PRESIDENT OF CMG AFTER CONSULTATION WITH THE CMG BOARD AND RECEIVING A NON-BINDING RECOMMENDATION FROM THE PHYSICIAN DIRECTORS OF CMG WITH THE UNDERSTANDING THAT MEMBER HAS NO OBLIGATION TO FOLLOW THE RECOMMENDATION; (I) TO APPOINT THE AUDITOR AND THE CORPORATE COUNSEL FOR CMG 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 CMG IN SUCH PROGRAMS; AND TO AUTHORIZE THE OPENING AND CLOSING OF BANK ACCOUNTS AND INVESTMENT ACCOUNTS IN THE NAME OF CMG; (K) TO APPROVE THE MERGER, CONSOLIDATION OR DISSOLUTION OF CMG OR THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF CMG; (L) TO APPROVE THE FORMATION, ACQUISITION, OR DISPOSITION OF A CONTROLLED SUBSIDIARY OR A REMOTELY CONTROLLED SUBSIDIARY OF CMG; PROVIDED, HOWEVER, THAT THE FORMATION OF ANY SUCH SUBSIDIARY THAT WILL EMPLOY MEDICAL PROFESSIONALS MUST BE APPROVED BY A MAJORITY OF THE PHYSICIAN DIRECTORS OF CMG; (M) TO APPROVE THE ACQUISITION OR DISPOSITION BY CMG OF ANOTHER LEGAL ENTITY OR AN INTEREST IN ANOTHER LEGAL ENTITY; (N) AFTER RECEIVING INPUT FROM THE CMG BOARD, TO APPROVE THE STRATEGIC PLAN AND THE OPERATING, CONSTRUCTION AND CAPITAL BUDGETS OF CMG; (O) APPROVAL OF CMG'S UNBUDGETED DEBT AND CAPITAL EXPENDITURES OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR GREATER; (P) TO AUTHORIZE OR APPROVE THE ACQUISITION OR DISPOSITION BY CMG OF REAL PROPERTY OR ANY INTEREST IN REAL PROPERTY; (Q) TO APPROVE THE SALE OR LEASE FOR A TERM IN EXCESS OF THREE (3) YEARS OF ANY PROPERTY OF CMG HAVING A VALUE OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR GREATER; (R) APPROVAL OF CONTRACTS IN EXCESS OF ONE HUNDRED THOUSAND DOLLARS ($100,000) OR WITH A TERM GREATER THAN ONE (1) YEAR IN ACCORDANCE WITH SUCH POLICIES AND PROCESSES WHICH MAY BE PROMULGATED FROM TIME TO TIME BY THE MEMBER; (S) TO AUTHORIZE AND APPROVE BORROWING MONEY OR ENTERING INTO FINANCIAL GUARANTIES BY CMG, 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 CMG; (T) TO REQUIRE CMG TO TRANSFER ASSETS, INCLUDING BUT NOT LIMITED TO CASH, TO THE MEMBER; (U) TO APPROVE THE TRANSFER OF ASSETS BY CMG TO ANY ENTITY OTHER THAN THE MEMBER, OTHER THAN TRANSFERS MADE IN THE ORDINARY COURSE OF OPERATIONS OF CMG WHICH WILL NOT REQUIRE APPROVAL OF THE MEMBER; (V) TO APPROVE PHYSICIAN EMPLOYMENT AGREEMENTS, AND ANY AMENDMENTS THERETO, AS WELL AS THE PHYSICIAN COMPENSATION PLAN FOR PHYSICIANS EMPLOYED BY CMG AND ITS CONTROLLED SUBSIDIARIES AND REMOTELY CONTROLLED SUBSIDIARIES, INCLUDING SETTING COMPENSATION CAPS, OTHER PARAMETERS AND THE OVERALL ANNUAL BUDGET AMOUNT FOR COMPENSATION OF PHYSICIANS EMPLOYED BY CMB AND ITS CONTROLLED SUBSIDIARIES AND REMOTELY CONTROLLED SUBSIDIARIES; (W) 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 CMG 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; (X) TO OVERRIDE AND REVERSE ANY DECISION MADE OR ACTION AUTHORIZED BY THE CMG BOARD TO THE EXTENT THAT SUCH DECISION OR ACTION CONFLICTS WITH A DECISION MADE OR ACTION AUTHORIZED BY THE JOINT OPERATIONS COMMITTEE OF THE MEMBER; (Y) TO THE EXTENT CMG DOES OR PROPOSES TO BILL AND DIRECTLY PROVIDE PHYSICIAN PROFESSIONAL MEDICAL SERVICES, TO APPROVE CHANGES TO THE TYPE OF OR RELOCATION OF ANY MEDICAL SERVICES THAT MAY PROSPECTIVELY BE OFFERED BY CMG PHYSICIANS, WHERE THE CHANGE INVOLVES (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; Y) TO CONTRACT ON BEHALF OF CMG WITH RESPECT TO ANY MATTER THAT IMPACTS ONE OR MORE OF MEMBER'S SUBSIDIARIES OR WHERE MEMBER DETERMINES IN ITS DISCRETION THAT CONTRACTING ON BEHALF OF ITSELF AND SOME OR ALL OF ITS SUBSIDIARIES IS IN THE BEST INTEREST OF THE HEALTH SYSTEM. (Z) TO APPROVE (I) THE EMPLOYMENT OF OR CONTRACTING WITH ANY NEW PHYSICIAN PERSONNEL, AND (II) THE ACQUISITION OF OR CONTRACTING WITH ANY NEW PHYSICIAN GROUP; PROVIDED, HOWEVER, THAT ANY SUCH EMPLOYMENT, CONTRACT OR ACQUISITION MUST BE APPROVED BY A MAJORITY OF THE PHYSICIAN DIRECTORS OF CMG; AND (AA) TO DETERMINE THE EXTENT TO WHICH AND THE MANNER IN WHICH THE POWERS DESCRIBED IN THIS SECTION WHICH ARE RESERVED TO THE MEMBER WITH RESPECT TO CMG 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; PROVIDED, HOWEVER, THAT SUCH POWERS, AND ANY CONCURRENT OBLIGATION THE MEMBER MAY HAVE TO CONSULT WITH THE BOARD, SHALL BE REASONABLY CONSISTENT WITH THOSE SET FORTH HEREIN. Form 990, Part VI, Line 11b Review of form 990 by governing body 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 THROUGH THE ONLINE BOARD PORTAL PRIOR TO FILING. Form 990, Part VI, Line 12c 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 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 COXHEALTH. Form 990, Part VI, Line 15a Process to establish compensation of top management official FERRELL-DUNCAN CLINIC INC., A RELATED PARTY OF THE ORGANIZATION, ESTABLISHES THE COMPENSATION OF THE COX MEDICAL GROUP TOP MANAGEMENT OFFICIAL. THE COMPENSATION IS PERIODICALLY REVIEWED BY AN INDEPENDENT CONSULTANT USING COMPARABILITY DATA. THE CONSULTANT'S RECOMMENDATIONS ARE PRESENTED TO COXHEALTH'S COMPENSATION COMPLIANCE COMMITTEE WITH ULTIMATE APPROVAL BY THE COXHEALTH BOARD COMPENSATION COMMITTEE WHICH HAS DELEGATED RESPONSIBILITY TO APPROVE CERTAIN COMPENSATION ARRANGEMENTS SUCH AS THE PRESIDENT OF CMG. THE COMMITTEE FOLLOWS REBUTTABLE PRESUMPTION PROCEDURES IN APPROVING THE FAIR MARKET VALUE AND COMMERCIAL REASONABLENESS OF THE COMPENSATION PROPOSED. THE REVIEW IS DOCUMENTED IN THE COMMITTEE'S MINUTES. Form 990, Part VI, Line 19 Required documents available to the public COX MEDICAL GROUP MAKES AVAILABLE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE 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. Form 990, Part VII, Section A BOARD MEMBER COMPENSATION CARL PRICE, DAVID ZOLFAGHARI, MAX BUETOW, LOUIS KRENN, ZACHARY SCHMITTLING, RON PRENGER, BRIAN CLONTS, BRETT HRONEK, JEREMY STURGELL, HOWARD JARVIS, ROBIN TROTMAN, MARK ENTRUP, AND TIM BURNETT 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. Form 990, Part XI, Line 9 Other changes in net assets or fund balances INTERCOMPANY PURCHASED SERVICE TRANSFERS - -907913; HC SVCS OZARKS INC DBA COXHEALTH AT HOME PO BOX 10939 SPRINGFIELD MO 65808 431641928 HOME HEALTH MO 501(c)(3) 10 LESTER E COX false PRIMROSE PLACE INC 1115 E PRIMROSE SPRINGFIELD MO 65807 431183783 SUPPORT MO 501(c)(3) Type I LESTER E COX false COXHEALTH 1423 N JEFFERSON SPRINGFIELD MO 65802 471087427 HOLDING CO MO 501(c)(3) Type II NA false LESTER E COX MED CTRPROF LIAB LOSS FUND 1423 N JEFFERSON SPRINGFIELD MO 65802 366668576 SELF INSURANC MO 501(c)(3) Type I LESTER E COX false SKAGGS COMMUNITY HOSPITAL ASSOCIATION DBA COX MC BRSN 525 BRANSON L BRANSON MO 65616 440584290 HOSPITAL MO 501(c)(3) 3 LESTER E COX false LESTER E COX MEDICAL CENTERS 1423 N JEFFERSON ST SPRINGFIELD MO 65802 440577118 HOSPITAL MO 501(c)(3) 3 COXHEALTH false COXHEALTH FOUNDATION 3525 S NATIONAL SUITE 204 SPRINGFIELD MO 65807 436810485 FUNDRAISING MO 501(c)(3) Type I LESTER E COX false COX HPS OZARKS INC DBA COXHEALTH AT HOME 2220 W SUNSET SPRINGFIELD MO 65807 431641927 HOME HEALTH MO 501(c)(3) 10 LESTER E COX false COX-MONETT HOSPITAL INC 801 N LINCOLN AVE MONETT MO 65708 431656689 HOSPITAL MO 501(c)(3) 3 LESTER E COX false COXHEALTH SYSTEMS HMO PO BOX 5750 SPRINGFIELD MO 65801 431757075 HMO MO 501(c)(4) LESTER E COX false COX MEDICAL GROUP CLINICS 3801 S NATIONAL SPRINGFIELD MO 65807 371830627 HEALTHCARE MO 501(c)(3) 10 COXHEALTH false COX HEALTH SYSTEMS INSURANCE COMPANY PO BOX 5750 SPRINGFIELD MO 65801 431684044 INSURANCE MO 501(c)(4) LESTER E COX false COX BARTON COUNTY HOSPITAL 1423 N JEFFERSON AVE SPRINGFIELD MO 65802 823300758 HOSPITAL MO 501(c)(3) 3 COXHEALTH false MEDICAL DEVELOPMENTS INC 1423 N JEFFERSON SPRINGFIELD MO 65802 431622182 PHARMACY MO LESTER E COX C Corporation false COX TAXABLE CLOSE CORPORATION 1423 N JEFFERSON AVE SPRINGFIELD MO 65802 472573263 MEDICAL CLINIC MO COX MED GROUP C Corporation 1.0000 true COXHEALTH RISK SOLUTIONS GRAND PAVILION CORPORATE CENTRE KY1 GRAND CAYMAN KY1-110 CJ CAPTIVE INSURANCE CJ LESTER E COX C Corporation false FERRELL DUNCAN CLINIC INC 1001 PRIMROSE AVE SPRINGFIELD MO 65807 430991578 PHYSICIANS MO CTCC C Corporation 128779619 735986 1.0000 true false false false false false false false false false false false false false true true true false false false