Blue Cross Blue Shield Association

“Various association board members (directors) also sit on the board of blue cross blue shield association affiliates.”

“The association amended its bylaws in june 2024 to: (i) remove the provision for associate membership, (ii) reflect a change that the association, instead of the board, shall have the authority to appropriate and disburse funds in accordance with a budget approved by the board, (iii) remove reference to the board designating the place of it annual meeting, (iv) remove reference to the association chief executive officer seeking the advice and consent of the organization and governance committee to appoint officers of the association.”

“The association has thirty-three (33) independent health care plan licensees operating in specified domestic service areas. All health care plan licensees are association members.”

“Each primary licensee member plan, by the authority of their individual governing documents, select the ceo of their respective companies to serve as a member of the association's board.”

“Certain governing decisions, such as bylaw amendments, require action by both the association's board and its member plans.”

“In general, form 990 content and sources of information are reviewed by subject matter experts including, but not limited to, internal and external tax (kpmg) and accounting professionals and internal legal personnel. Finalizing the return draft consists of discussions between finance officers and finance managers regarding the numeric results and written responses to select return questions. Upon internal agreement as to the form and content, an electronic draft 990 is sent to the association's board prior to filing.”

“The association maintains a comprehensive code of conduct and compliance program applicable to all employees and officers. In addition, all employees, officers, and board members are required to complete an annual conflict of interest form. The association's ethics and compliance official is charged with investigating any allegations of noncompliance with the code of conduct, including any complaints reported through the anonymous hotline maintained through an independent organization. The results of the compliance program's effectiveness are reported to the financial and audit committee of the board of directors on an annual basis. Failure to adhere to the code of conduct may result in disciplinary action, up to and including recusal and/or termination of employment. Consistent with the principles of disclosure, the duty of loyalty and good governance practices, board, committee, and subcommittee members should recuse themselves from voting on resolutions naming the member plan employing them, and they should also not participate in board, committee, or subcommittee deliberations on such resolutions unless requested by the deliberating body.”

“The compensation of the ceo and the continued retention of that professional's services are approved each year by a committee of the association's board comprised of independent plan executives. That committee acts after deliberations based upon advice from a qualified independent compensation consulting firm. The consultant's advice and those deliberations include a review of the results of the independent consultant's research regarding compensation paid by other organizations for serving in capacities comparable to that of the association's ceo. Each year this committee's decisions are reported to the full board during a regularly scheduled meeting. The board deliberates on both matters. Extension of the period of the ceo's service requires action by the full board. The compensation determinations of the committee stand approved unless the board exercises its inherent prerogative to modify the committee's compensation decisions. The same committee of independent plan executives annually receives the ceo's recommendations regarding the compensation to be paid to the officers. As with the ceo's compensation, the deliberations of this committee and its decisions to approve or modify the ceo's recommendation are based upon the results of an independent consultant's market research regarding comparable officer pay and the independent consultant's advice. The association maintains corporate records reflecting the approval of the compensation methodology applicable to all association personnel.”

“The association complies with all applicable public disclosure requirements. Thus, for example, members of the public may request an opportunity to review the association's form 990 or to make a copy by sending a written request or appearing in person at its principal office or any of its other locations. The association's favorable determination letter regarding its tax-exempt status and materials comprising its exemption application are also available in this manner. If the association's governing documents (articles of incorporation and bylaws) and conflict of interest policy are subject to applicable federal or state public disclosure requirements, those documents will be made publicly available as applicable law may require. For example, form 990 filings may include bylaw amendments and those amendments will be made available as noted above. Otherwise, the governing documents and conflict of interest policy will be provided to the public at the discretion of the association's management.”

“Various consulting fees: program service expenses 282,891,446. Management and general expenses 4,935,321. Fundraising expenses 0. Total expenses 287,826,767. Temporary help: program service expenses 19,003,640. Management and general expenses 78,970. Fundraising expenses 0. Total expenses 19,082,610. Printing & graphics: program service expenses 3,803,209. Management and general expenses 1,176. Fundraising expenses 0. Total expenses 3,804,385. Recruiting: program service expenses 546,494. Management and general expenses 17,083. Fundraising expenses 0. Total expenses 563,577.”

“Change in retirement obligations -1,729,377. Change in other components of net periodic pension cost 2,985,336. Change in loss retirement obligation 364,983. Other adjustment -33.”