Delta Dental of Kentucky Inc

“DIANE CORNWELL IS THE FRACTIONAL CFO FOR AN ORGANIZATION IN WHICH PAULA GRISANTI IS THE EXECUTIVE DIRECTOR. - Business relationship”

“Effective july 1, 2009 renaissance health service corporation became the sole corporate member of delta dental of kentucky.”

“Pursuant to an affiliation agreement between ddky and renaissance health service corp ("rhsc"), rhsc is the sole voting member of delta dental of kentucky, inc. ("ddky"). Under the terms of that agreement the ddky board of directors (the "board") selects director candidates and submits its recommendations to rhsc, subject only to "just cause" review by rhsc. Rhsc can reject proposed ddky board candidates for "just cause" as defined in the agreement. Otherwise, rhsc must approve all the board candidates proposed by the ddky board. Pursuant to the terms of the agreement, ddky has the right to elect a number of directors to the rhsc board. As of 12/31/2021, ddky has appointed one member of its board to sit on the rhsc board.”

“Rhsc must approve any transfer of assets, investments, loans, guaranties or expenditures which exceeds ten percent of ddky's net assets. Rhsc must approve the following changes to the ddky bylaws: the identity, qualification or rights of ddky's voting member, the qualifications, classifications, terms of office or permissible number of directors on ddky's board or any limitation on the rights or authority of the ddky board contained in ddky's organizational documents.”

“The form 990 is first reviewed internally by the vice president and cfo, corporate counsel and ceo. A draft is then provided to the audit and finance chairperson for review. Prior to filing, a copy of the final form 990 is distributed to the entire board of directors.”

“Officers, directors and key employees must complete and submit a conflict of interest disclosure annually. These forms are reviewed by the ceo, the corporate compliance officer, and a report is made to the audit and finance committee of the board of directors. The audit committee reviews all potential conflicts to determine if the conflicts represent material financial risk to the company and takes any action necessary to resolve or mitigate the effect of the conflicts. When a conflict exists among the voting board members, that board member will abstain from voting on the conflicted issue. All employees and directors are advised annually of the requirement to report any potential conflicts of interest as they occur. Employees and directors may also make anonymous reports of any violations of corporate policies through a dedicated whistleblower system administered by a third party.”

“Ceo compensation is reviewed by the executive committee of the board of directors. The process is performed, at a minimum, annually. Compensation was last reviewed by delta dental of kentucky's compensation committee in the first quarter of 2024. The committee is made up of board members. The committee utilizes certain compensation surveys and outside consultants are engaged as needed.”

“Other officers compensation is reviewed by the executive committee of the board of directors. The process is performed, at a minimum, annually. Compensation was last reviewed by delta dental of kentucky's compensation committee in the first quarter of 2024. The committee is made up of board members. The committee utilizes certain compensation surveys and outside consultants are engaged as needed.”

“Governing documents and financial statements are filed with the kentucky department of insurance and are available for inspection by the public through that agency. Additionally, the company makes organizational documents, conflict of interest policies, and financial statements available at no cost upon receipt of a written request.”

“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.”

“EQUITY IN SUBSIDIARY - -2400952; Total - -2400952;”