Smile 180 Foundation

“Smile 180 foundation has a sole member, delta dental of tennessee”

“The organization's sole member, delta dental of tennessee, has voting rights. These voting rights allow the sole member to elect directors.”

“The completed 990 prepared by plante moran was provided to the board members. Board members were given one week to review the 990 and to provide any questions regarding the 990. Any questions are then addressed prior to filing.”

“Covered by the ddtn policy and is described as follows: the enterprise's vice president and general counsel 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. If a prohibited transaction were identified, the matter would be brought to the chairperson of the board 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 conflict in which a member had 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.”

“Outside compensation consultants are used to determine market data for the executive positions and for other officers and key employees of the related organization, delta dental of tennessee. At least the following positions are covered: the ceo, cfo, and the senior vice presidents. The related organization, delta dental of tennessee, contracts with an independent third party to do a compensation and reasonableness analysis every two years. The final determination of compensation is approved by the executive committee of the board of directors, which is made up of independent persons, and is based on the comparability data provided by the compensation consultants. The deliberations and decisions regarding the compensation are contemporaneously documented in the committee minutes and approved by the board. The compensation was last reviewed under this process during 2016. The report based on this review was then issued by the consultants in june of 2017.”

“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.”

“Website: http://www.deltadentaltn.com/about/serving-our-community/smile180-founda tion.aspx”

“Smile 180 foundation is audited by an independent accountant as a separate financial statement issued in accordance with generally accepted accounting principles. The organization has a committee that assumes responsibility for oversight of the audit and selection of an independent accountant. This process has not changed from prior year.”