Delta Dental of Rhode Island

“Members of the organization the organization has 81 corporate members.”

“Members that may elect the governing body the corporate members meet annually to approve any by-law changes and to elect individuals to the 15 member board of directors which is the organization's governing body. All 15 members of the board of directors also serve as representatives of the corporate members.”

“Decisions of the governing body subject to approval by members the members of the corporation, at the annual meeting, shall elect directors of the corporation that have been proposed by the board of directors and shall approve amendments or alterations of the by-laws proposed by the board of directors.”

“Form 990 review process the annual form 990 is prepared by grant thornton advisors llc, the company's tax advisor using information provided by delta dental of rhode island. After preparation and review of the return by grant thornton advisors, the draft is reviewed by delta dental's finance department and management, including the controller, the director of finance, sr vp-cfo, and ceo as necessary. The complete form 990 is then provided to each member of the board of directors prior to filing with the internal revenue service.”

“Conflict of interest policy all w-2 employees, interns, temps, dental consultants, and board members complete an annual conflict of interest questionnaire. The review process for complete questionnaires containing disclosures is as follows: for w-2 employees, interns, and temps, disclosures are reviewed by the avp & director of compliance and sr vp-cfo. Disclosed potential conflicts are discussed and may be elevated in the review process to the ceo and external legal counsel for advice. Any required actions are immediately implemented in accordance with the company's documented conflict of interest policies. For the ceo and sr vp-cfo, disclosures are reviewed by external legal counsel. Legal counsel advises of any required actions which are immediately implemented in accordance with the company's documented standards of conduct and business ethics and conflict of interest policies. For dental consultants, disclosures are reviewed by the avp & director of compliance, the sr vp-cfo, and the sr vp-coo. All conflicts are discussed and may be elevated to external legal counsel for advice. Any required actions are immediately implemented in accordance with the company's documented conflict of interest policies. For board members, disclosures are reviewed by external legal counsel. Legal counsel prepares a written memorandum for presentation to board members with the results of the review. All conflicts are discussed and any required actions are immediately implemented in accordance with the company's documented conflict of interest policies. In the case of a conflict, immediate and appropriate action is taken in accordance with the company's policies. Persons with a conflict are recused from discussions and do not vote on resolutions that pertain directly to their conflict.”

“Compensation policy the board of directors elects independent members to serve on its compensation committee which is responsible for setting the ceo's compensation and approving pay ranges for the various job tracks within the company as well as approving any fringe benefits. The company and the committee annually contract with independent compensation consultants to help determine appropriate pay ranges and fringe benefits such as health and other insurances and retirement and other benefits. Comparable data is used to determine whether compensation is consistent with similar organizations. Recommendations for the ceo's compensation are made by the compensation committee to the board of directors for review and approval. The review and approval process is contemporaneously documented in the minutes of both the compensation committee and the board of directors.”

“Public disclosure the company's governing documents, such as bylaws and corporate charter, are available upon request from the company and can also be obtained from the secretary of state's office within the state of rhode island. The company's conflict of interest policy, as well as the company's audited financial statements, are also available upon request at the company's headquarters. Additionally, all statutory filings completed by the company are available through the insurance division within the rhode island department of business regulation. The company's form 990 is also posted on www.guidestar.org.”