Washington Dental Service

“Delta dental of washington's member dentists are considered members of the company. Member dentists elect the dental members of the board of directors.”

“The governance & nominating committee (gnc) of the board of directors solicits advice on candidates and submits nominees to the board for consideration and approval to be voted upon. The entire membership elects and re-elects member directors, who comprise a minority of the board. The incumbent independent directors nominate and elect or re-elect independent directors. A member advisory panel (map) consisting of ten to fifteen members are selected by the board from nominees by the gnc. The map provides consultation to the gnc and board on a variety of matters.”

“Recommended changes to the corporate by-laws by the board are subject to approval by the member dentists.”

“The 990 is completed by kpmg. The 990 return is reviewed and approved by the accounting supervisor, director of finance and the cfo/coo. Electronic copies of the return are provided for review to all board members prior to submission to the irs.”

“The board is charged with monitoring proposed or on-going transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the conflict of interest policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions, or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e. Board members, officers and executive leadership or key employees). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the conflicts of interest policy; (2) has read the policy and understands said policy; and (3) agrees to comply with all requirements of the policy, including completing the conflicts of interest questionnaire. The completed questionnaires that note any conflicts are reviewed by the board and any persons with actual or potential conflicts are informed via written communication. The procedures for addressing any conflict of interest include, but are not limited to, the following: (1) the conflicting interest is fully disclosed to the board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval of such transaction; (4) alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; (5) and conflicting issues during the course of a board meeting which cannot be resolved are referred to the governance committee; and (6) the transaction or action must be approved by a majority of disinterested persons.”

“Governing documents, financial statements and disclosures are available to the public upon request.”

“The following directors also received clinical reimbursements additional to their director's fees reported in column e - reportable compensation from the organization. Branch, david w. - $135,252 --------------------------- director fee - $62,983 clinical reimbursement - $72,269 labberton, wells, k. - $275,933 ------------------------------- director fee - $64,201 clinical reimbursement - $211,732”

“Distribution from delta dental of washington - $41,290,010”

“On july 16, 2014, delta dental of washington (ddwa) distributed $18,800,000 in cash to its sole member washington dental service (wds). On july 23, 2014, the ddwa board of directors approved, subject to office of the insurance commissioner (oic) review, an extraordinary distribution of ddwa's subsidiaries, wds holdings llc, the institute of oral health, and an investment c3 jian from ddwa to wds valued at approximately $22,630,000. On august 6, 2014, the oic approved the distribution request. On september 4, 2014, ddwa made the distribution to wds valued at $22,490,000.”

“Description:consulting total fees:71876”