Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 4 | THE BYLAWS OF THE ORGANIZATION WERE AMENDED IN 2014 TO PROVIDE THAT A DIRECTOR MAY BE REMOVED FOR FAILURE TO COMPLY WITH BOARD ADOPTED POLICIES, AND TO CLARIFY THE PROCESS FOR FILLING OF DIRECTOR VACANCIES DUE TO RESIGNATION OR REMOVAL. THE ABILITY TO ADJOURN A DIRECTOR'S MEETING WITH LESS THAN A QUORUM WAS ADDED. THE GENERAL POWERS OF THE BOARD WERE SEPARATELY REVISED TO CHANGE THE COMPOSITION / QUALIFICATIONS / AUTHORITY OF THE GOVERNING BODY'S VOTING MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE ORGANIZATION HAS ONE CLASS OF MEMBERS, DESIGNATED CORPORATE MEMBERS, WHO ARE DIRECTORS OF DENTEGRA GROUP, INC., THE ORGANIZATION'S PARENT HOLDING COMPANY. |
| FORM 990, PART VI, SECTION A, LINE 7A | THE ORGANIZATION'S DIRECTORS VOTE ON PERSONS NOMINATED AS DIRECTORS FOR ENDORSEMENT TO THE CORPORATE MEMBERS, WHO ELECT THE DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE CORPORATE MEMBERS MUST APPROVE ANY CHANGES TO SPECIFIED BYLAWS PROVISIONS. |
| FORM 990, PART VI, SECTION B, LINE 11 | THE ORGANIZATION'S CFO AND LEGAL COUNSEL OVERSEE THE COMPLETION OF THE FORM 990 AND, PRIOR TO FILING, REVIEW IT WITH THE PRESIDENT/CEO AND WITH THE DELTA DENTAL OF PENNSYLVANIA AUDIT COMMITTEE, TO WHICH SUCH DUTIES HAVE BEEN DELEGATED. |
| FORM 990, PART VI, SECTION B, LINE 12C | EACH DIRECTOR IS REQUIRED TO COMPLETE A CONFLICT OF INTEREST DISCLOSURE STATEMENT ANNUALLY, AND BETWEEN ANNUAL STATEMENTS IS REQUIRED TO DISCLOSE ANY NEW POSITION OR RELATIONSHIP FORMED THAT POTENTIALLY RAISES A CONFLICT OF INTEREST. LEGAL COUNSEL REVIEWS THESE DISCLOSURES AND REPORTS THE INFORMATION TO THE FULL BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 15 | COMPENSATION PAID TO THE CEO AND EXECUTIVE VICE PRESIDENTS IS APPROVED BY THE EXECUTIVE COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS. THE COMMITTEE APPROVES COMPENSATION FOR THE ENSUING YEAR AFTER REVIEWING COMPARABILITY DATA PRESENTED BY AN INDEPENDENT OUTSIDE COMPENSATION CONSULTANT, AN ASSESSMENT OF EACH OFFICER'S PERFORMANCE OVER THE PRECEDING YEAR, AND THE ORGANIZATION'S PROGRAM ACCOMPLISHMENTS FOR THE YEAR. COMPENSATION PAID TO DIRECTORS IS APPROVED BY THE EXECUTIVE COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS AFTER REVIEWING COMPARABILITY DATA IN A BENCHMARKING STUDY PREPARED AND PRESENTED BY AN INDEPENDENT OUTSIDE COMPENSATION CONSULTANT RETAINED BY THE BOARD OF DIRECTORS. THESE PROCESSES WERE FOLLOWED FOR 2014 COMPENSATION. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE ORGANIZATION ANNUALLY INCLUDES MAJOR PORTIONS OF ITS FINANCIAL STATEMENT IN A PUBLISHED ANNUAL REPORT THAT IS MADE AVAILABLE TO PERSONS OR ENTITIES KNOWN TO HAVE AN INTEREST IN THE ORGANIZATION, AND IS AVAILABLE TO THE LARGER PUBLIC UPON REQUEST. STATUTORY FINANCIAL STATEMENTS ARE INCLUDED IN QUARTERLY AND ANNUAL RETURNS TO STATE DEPARTMENTS OF INSURANCE REGULATING THE ORGANIZATION WHICH RETURNS ARE AVAILABLE TO THE PUBLIC. THE ORGANIZATION DOES NOT MAKE ITS GOVERNING DOCUMENTS OR CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC. |
| FORM 990, PT. VII, SEC. A, COL. (E); SCH. J, PT. II, LINE 1, COL. (B)(III) | A ONE-TIME LUMP SUM PENSION BENEFIT PAYMENT WAS RECEIVED BY THE ORGANIZATION'S EXECUTIVE VICE PRESIDENT/CIO IN 2014, PURSUANT TO THE TERMS OF THE ORGANIZATION'S SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. THIS PLAN IS DESIGNED FOR THE LONG-TERM RETENTION OF SENIOR EXECUTIVES (E.G., THE EXECUTIVE VICE PRESIDENT/CIO HAD BEEN WITH THE ORGANIZATION FOR MORE THAN 10 YEARS) AND IS BASED ON A PERCENTAGE OF HIS AVERAGE ANNUAL COMPENSATION RECEIVED FOR THE THREE YEARS PRIOR TO AGE 65 OR RETIREMENT, WHICHEVER COMES FIRST, AND ON HIS LIFE EXPECTANCY AS DETERMINED PURSUANT TO THE INTERNAL REVENUE CODE. THE EXECUTIVE VICE PRESIDENT/CIO'S ANNUAL COMPENSATION, UPON WHICH THE PENSION BENEFIT PAYMENT IS BASED, HAS BEEN ESTABLISHED IN ACCORDANCE WITH THE PROCESS OUTLINED IN TREASURY REGULATION SECTION 53.4958-6 FOR ESTABLISHING THE REBUTTABLE PRESUMPTION OF REASONABLENESS. THIS PROCESS INVOLVES REVIEW AND APPROVAL OF COMPENSATION BY THE ORGANIZATION'S BOARD OF DIRECTORS, RELIANCE ON COMPARABILITY DATA PROVIDED BY AN INDEPENDENT COMPENSATION CONSULTANT, AND CONTEMPORANEOUS DOCUMENTATION OF DELIBERATIONS AND DECISIONS REGARDING COMPENSATION. FEDERAL TAX LAW APPLICABLE TO THE ORGANIZATION'S SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN DOES NOT PERMIT A PARTICIPANT TO RECEIVE AND PAY TAX ON ANNUAL PAYMENTS RECEIVED FROM THE PLAN OVER THE COURSE OF A PARTICIPANT'S RETIREMENT. INSTEAD, THE ENTIRE VALUE OF THE BENEFIT BECOMES TAXABLE WHEN THE PARTICIPANT RETIRES OR REACHES AGE 65, WHICHEVER COMES FIRST. THE LUMP SUM PAYMENT SHOWN IN SCHEDULE J , PART II, LINE 1, COLUMN (B)(III) (AND CARRIED TO FORM 990, PART VII, SECTION A, COLUMN (E)) WAS THEREFORE TRIGGERED IN 2014 WHEN THE ORGANIZATION'S EXECUTIVE VICE PRESIDENT/CIO TURNED 65 AND THE ENTIRE VALUE OF THE RETIREMENT BENEFIT WAS TAXABLE IN THAT YEAR. SEE RELATED NOTE IN SCHEDULE J, PART III, WHICH DESCRIBES THE ORGANIZATION'S SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN. |
| FORM 990, PART VII; SCHEDULE J; SCHEDULE R | THE ORGANIZATION, REGULATED BY THE WEST VIRGINIA OFFICES OF THE INSURANCE COMMISSIONER, IS A MEMBER OF THE DELTA DENTAL OF CALIFORNIA ENTERPRISE COMPANIES, WHICH INCLUDE DELTA DENTAL OF CALIFORNIA, DELTA DENTAL OF PENNSYLVANIA AND AFFILIATED COMPANIES OPERATING IN 15 STATES, THE DISTRICT OF COLUMBIA, PUERTO RICO AND THE U.S. VIRGIN ISLANDS. THE ENTERPRISE COMPANIES COMPRISE ONE OF THE NATION'S LARGEST DENTAL BENEFITS DELIVERY SYSTEMS COVERING 31.2 MILLION ENROLLEES AND HANDLING 42.5 MILLION CLAIMS. TOTAL REVENUE FOR THE ENTERPRISE EXCEEDED $7.9 BILLION IN 2014. THE ORGANIZATION AND ITS SUBSIDIARIES REPRESENT LESS THAN 1% OF TOTAL ENTERPRISE REVENUES. |
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