Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 6 | EFFECTIVE JULY 1, 2009 RENAISSANCE HEALTH SERVICE CORPORATION BECAME THE SOLE CORPORATE MEMBER OF DELTA DENTAL OF KENTUCKY. |
| FORM 990, PART VI, SECTION A, LINE 7A | RHSC IS THE SOLE VOTING MEMBER OF DDKY. HOWEVER, UNDER THE TERMS OF THE AFFILIATION AGREEMENT THE PARTIES AGREED THAT THE DELTA DENTAL OF KENTUCKY (DDKY) BOARD SELECTS DIRECTOR CANDIDATES AND SUBMITS THEM TO RENAISSANCE HEALTH SERVICE CORP (RHSC). RHSC THEN APPROVES THE CANDIDATES. RHSC CAN REJECT PROPOSED CANDIDATES ONLY FOR "JUST CAUSE" AS DEFINED IN THE AGREEMENT. OTHERWISE, RHSC MUST APPROVE ALL THE CANDIDATES PROPOSED BY THE DDKY BOARD. RHSC HAS THE RIGHT TO ELECT A NUMBER OF DIRECTORS TO THE DDKY BOARD PROPORTIONAL TO THE NUMBER OF DIRECTORS THAT DDKY MAY NOMINATE TO THE RHSC BOARD. AS OF 12/31/2020, RHSC APPOINTED ONE MEMBER OF THE 9 MEMBER DDKY BOARD. |
| FORM 990, PART VI, SECTION A, LINE 7B | THE RIGHTS OF THE DDKY BOARD ARE TO APPROVE THE ANNUAL BUDGETS FOR OPERATIONS, ELECT OFFICERS OF THE DDKY BOARD OF DIRECTORS, APPROVE THE TRANSFER OF ANY OF ITS ASSETS, APPROVE THE INCURRENCE OR GUARANTY OF DEBT AND APPROVE THE MANAGEMENT OF ITS INVESTMENTS. 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. |
| FORM 990, PART VI, SECTION B, LINE 11B | 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 COMMITTEE FOR REVIEW. PRIOR TO FILING, A COPY OF THE FINAL FORM 990 IS DISTRIBUTED TO THE ENTIRE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 12C | 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. |
| FORM 990, PART VI, SECTION B, LINE 15 | CEO AND OTHER OFFICERS COMPENSATION ARE 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 2020. THE COMMITTEE IS MADE UP OF BOARD MEMBERS. THE COMMITTEE UTILIZES CERTAIN COMPENSATION SURVEYS AND OUTSIDE CONSULTANTS ARE ENGAGED AS NEEDED. |
| FORM 990, PART VI, SECTION C, LINE 19 | 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. |
| FORM 990, PART VII | 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. |
| FORM 990, PART XI, LINE 9: | EQUITY IN SUBSIDIARY -1,481,209. |
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