Washington Dental Service

“Ddwa'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 dental 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) consists of ten to fifteen members that are selected by the board from nominees by the gnc. The map provides consultation to the gnc and board on a variety of matters.”

“Changes to the corporate by-laws recommended 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 INVESTMENT AND AUDIT COMMITTEE OF 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 QUESTIONNARIE, 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, THEY ARE REQUIRED TO EXPLICITLY ACKNOWLEDGE A STATEMENT AFFIRMING THAT HE/SHE: (1) HAS RECEIVED A COPY OF THE CONFLICT 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 CONFLICT OF INTEREST QUESTIONNAIRE, IF ANY CONFLICTS EXIST. THE COMPLETED QUESTIONNAIRES THAT NOTE ANY CONFLICTS ARE REVIEWED BY THE BOARD AND ANY PERSONS WITH ACTUAL OR POTENTIAL CONFLICTS ARE INFORMED of any action 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 DISCUSSSION AND APPROVAL OF SUCH TRANSACTION; (4) ALTERNATIVES TO THE PROPOSED TRANSACTION ARE INVESTIGATED, COMPETITIVE BIDS OR COMPARABLE VALUATIONS ARE OBTAINED if deemed appropriate; (5) AND CONFLICTING ISSUES DURING THE COURSE OF A BOARD MEETING WHICH CANNOT BE RESOLVED ARE REFERRED TO THE GOVERNANCE AND NOMINATING 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 directors fees reported in column d reportable compensation from the organization. Labberton, wells, k. $344,598 ------------------------------- director fee - $131,375 clinical reimbursement - $213,223 phipps, gerald s. $152,042 ------------------------------- director fee - $147,620 clinical reimbursement - $4,422 rutherford, eve m. $595,966 ------------------------------- director fee - $120,533 clinical reimbursement - $475,433”

“On October 17, 2016, Delta Dental of Washington distributed $15,600,000 in cash to its sole member Washington Dental Service.”

“Distribution from delta dental of washington - $15,600,000”

“THE PURPOSE OF WDS IS: (A) TO SERVE AS A HOLDING COMPANY OF DDWA, AN EXISTING WASHINGTON NONPROFIT CORPORATION RECOGNIZED AS TAX-EXEMPT UNDER SECTION 501(C)(4) OF THE CODE, WHICH PROVIDES PREPAID DENTAL SERVICES TO ITS SUBSCRIBERS; (B) TO SERVE AS A HOLDING COMPANY OF OTHER AFFILIATED ENTITES THAT PROVIDE SERVICES AND ENGAGE IN BUSINESSES THAT ARE SUPPORTIVE OF DDWA'S MISSION OF IMPROVING THE PUBLIC'S ORAL and overall HEALTH; (C) GUIDING, MONITORING, AND COORDINATING THE ACTIVITIES OF DDWA AND THE OTHER AFFILIATED ENTITIES TO ACHIEVE THE TAX-EXEMPT HEALTH CARE PURPOSES OF DDWA IN AN EFFICIENT AND INTEGRATED MANNER; (D) ENCOURAGING, FOSTERING AND FINANCING PROFESSIONAL AND SCIENTIFIC STUDY AND RESEARCH IN THE GENERAL FIELD OF DENTISTRY AND ORAL HEALTH; (E) CONDUCTING STUDIES AND INVESTIGATIONS DESIGNED TO DEVELOP INFORMATION PERTAINING TO ALL ASPECTS OF DENTAL SERVICE COVERAGE AND PAYMENT PLANS; AND (F) ASSISTING IN THE EDUCATION OF THE PUBLIC CONCERNING THE NEED FOR AND ADVANTAGE OF ADEQUATE DENTAL TREATMENT AND ORAL HEALTH.”