Attach to Form 990 or 990-EZ.| Identifier | Return Reference | Explanation |
|---|---|---|
| F990_P06_S0A_L04 | Form 990, Part VI, Section A, Line 4 | The following changes to Washington Dental Service's By-laws were made in 2011: Change the definition of "Public" director to the "independence" concept defined by the IRS, as required by DDPA; clarify that the CEO is no longer counted as a "Public" director since employees are not "independent" under the IRS definition; eliminate the "equal numbers" requirement for Member and Public directors, and replace it with the DDPA requirement for an independent majority; change the range of Board sizes from 10-to-14 down to 9-to-13; add typical language describing how staggered terms of directors work, and authorizing the Board to maintain roughly equal classes as Board size is gradually reduced; clarify that directors who have reached their 3-full-terms limit can in some cases be appointed to short transitional terms if needed for continuity purposes; clarify that the Board Chair is elected every year and will usually serve two 1-year terms, or sometimes three if needed for continuity or to address extraordinary circumstances; members may vote by proxy; most Committee members will now be appointed by the full Board of Directors, rather than by the Board Chair; the vote requirement for amending or repealing Bylaws is increased to two-thirds of the members' votes; the Corporation must now prepare and mail an annual report to each member; the date of the annual meeting of members is now fixed on the second Friday of November unless impracticable; the minimum notice for the annual meeting is shortened to 30 days from 45 days; the annual meeting venue must be within 20 miles of the principal corporate office and must accommodate 25% of the members; the variable quorum percentage for annual board elections is eliminated, and now requires at least a 10% turnout; authorization of the use of ballots in voting for directors, on plebiscites and on Bylaws amendments is now eliminated and explicit "majority voting" procedures are no longer included as part of the member-director election process. |
| F990_P06_S0A_L06 | Form 990, Part VI, Section A, Line 6 | Washington Dental Service's member Dentists are considered members of the company. Member dentists elect the Dental members of the Board of Directors. |
| F990_P06_S0A_L07a | Form 990, Part VI, Section A, Line 7a | 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. |
| F990_P06_S0A_L07b | Form 990, Part VI, Section A, Line 7b | Recommended changes to the Corporate By-laws by the Board are subject to approval by the member dentists. |
| F990_P06_S0B_L11b | Form 990, Part VI, Section B, Line 11b | The 990 is completed by the accounting staff. The 990 return and supporting documentation is reviewed and approved by the Director of Finance and the CFO. An independent review is conducted by the Chairman of the Human Resources and Compensation Committee of the Board of Directors. Electronic copies of the return are provided to all Board members prior to submission to the IRS. |
| F990_P06_S0B_L12c | Form 990, Part VI, Section B, Line 12c | The 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 Conflicts 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 are reviewed by the Compliance Committee and any persons with actual or potential conflicts are informed via written communication. The procedures for addressing any conflict of interest includes, but is 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) any 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. |
| F990_P06_S0B_L15 | Form 990, Part VI, Section B, Line 15 | The board appoints a Human Resources and Compensation Committee of the Board, none of whom has a conflict of interest with respect to the compensation arrangement, to be accountable for setting reasonable compensation packages for each officer or key employee (including the CEO). The Human Resources and Compensation Committee of the Board develops, consistent with the organization's philosophy and principles, the annual performance goals and criteria to be used in determining merit increases and variable compensation criteria for officers and key employees. The Human Resources and Compensation Committee of the Board also hires a qualified independent compensation and benefits specialist (independent expert) to review, analyze and provide benchmarking data for the total compensation and benefit packages of officers and key employees. Appropriate comparability data is obtained from the independent experts, i.e., total economic benefits paid by similar situated organizations (both taxable and tax-exempt) for similar job responsibilities. The committee's written records include the (1) terms of the arrangements with the officers and key employees (including the date the arrangement was approved); (2) a list of committee members present during the discussion of compensation packages (and how the members voted when it was approved); and (3) a description of the comparable data relied upon by the committee. Key deliberations of the committee are also documented in minutes which are approved at the next Committee meeting. |
| F990_P06_S0C_L19 | Form 990, Part VI, Section C, Line 19 | Governing documents, financial statements and disclosures are filed quarterly and annually with the Washington State Office of the Insurance Commissioner (OIC) as a matter of public record. All documents so filed are available to the public on the OIC website. Amendments to By-laws are filed with the OIC from time-to-time as they are approved by the governing body. All governing documents, conflict of interest policy and financial statements are available to the public upon request. |
| F990_P07_S0A_L01a | Form 990, Part VII, Section A, Line 1a | Reportable compensation for board members David Branch, John Henrickson and Kurt Labberton include compensation paid, under their personal tax ID number, for dental treatment services rendered as a member dentist of Washington Dental Service of: $236,036, $334,121 and $184,045, respectively. |
| F990_P11_S00_L05 | Form 990, Part XI, Line 5 | Prior year adjustment ($31,000); Change in unrealized gains (losses) $2,265,490; Change in accumulated other comprehensive income (AOCI) $89,304; and other than temporary impairment (OTTI) of investments ($576,890). |
| Software ID: | 11000129 |
| Software Version: | v1.00 |