Delta Dental Fund

“Delta dental fund's bylaws were amended and restated on december 11, 2019. The amendment was to change the term limits of board members to one year with no more then six consecutive full terms. Any trustee who has previous years of service with the corporation, and agrees to continue serving on the board, will begin january 1, 2020 as his/her first year of service under the term limits.”

“The members of the organization are duly appointed by the board of directors of the delta dental plan of michigan, inc.”

“The information presented on the form 990 is gathered by the senior tax administrator for the organization. The cfo reviews the information. Once approved the information is given to outside tax preparers who prepare and review the form 990. Once complete, an electronic copy of the form 990 is placed in a secure portal for the board to review, prior to the form 990 being filed with the irs.”

“The company's senior vice president, general counsel, and compliance officer is charged with reviewing and monitoring any potential conflict of interest transactions. All members of the board of directors, officers, and key employees are required to review and execute a conflict of interest policy. This policy requires that any conflicts of interest be disclosed on an annual basis, or at any other time that the person executing the policy becomes aware of a situation or transaction that actually or potentially creates a conflict of interest. All conflict of interest disclosure forms are initially reviewed by the senior vice president, general counsel, and compliance officer. If a prohibited transaction is identified, the matter is escalated to the ceo and to the audit, finance and risk management committee of the board of directors for further review and appropriate action. In the event of a conflict of interest involving a member of the board of directors, such as a vote, in which a member has an interest, the member is required to disclose the potential conflict and abstain from any vote on the matter. Whether further precautions are required (e.g., prohibiting the interested party from engaging in discussions) would depend upon the specific nature and background of the conflict.”

“Compensation of the ceo and other executives is determined by a related organization, delta dental plan of michigan, inc. Outside compensation consultants are used to determine market data which is used to set total compensation for officers and key employees including ceo and cfo. The related organization contracts with towers watson to do a compensation and reasonableness analysis every two years. Compensation is set based on the data provided, by the compensation committee of the board of directors. Towers watson also provides an opinion as to the reasonableness of the total compensation packages, including base pay, incentive, benefits and retirement benefits. The compensation was last reviewed under this process during 2018.”

“No documents available to the public.”

“Certain employees are officers of multiple companies within the larger organization. The average hours worked reflects approximate time spent in each of those individual companies. While the hours are allocated to individual companies, much of the officers' time is spent working on issues that impact the entire organization, not just one company. Compensation is reported in full to agree to the employee's w-2 as required by irs instructions. Any allocation of compensation is included on schedule r.”