| Form 990, Part VI, Section A, Line 4 |
Based on a hearing held on May 9, 2013, approval was granted by the Washington State Office of the Insurance Commissioner (OIC) for the establishment of Washington Dental Service (WDS) as the parent holding company of DDWA, a dental benefits provider. DDWA and its affiliates, the Foundation, Institute for Oral Health, and WDS Holdings, LLC became wholly-owned and/or controlled affiliates of WDS on May 17, 2013. The restructuring is related to entities under common control. The restructuring also resulted in changes to the bylaws of DDWA. |
| Form 990, Part VI, Section A, Line 6 |
DDWA's member dentists are considered members of the company's parent company, WDS. Member dentists elect the dental members of the WDS Board of Directors. WDS directors also serve as directors on the DDWA Board. |
| Form 990, Part VI, Section A, Line 7a |
The Governance & Nominating Committee (GNC) of the WDS Board of Directors solicits advice on candidates and submits nominees to the WDS Board for consideration and approval to be voted upon. The entire WDS 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 WDS Board from nominees by the GNC. The MAP provides consultation to the GNC and DDWA Board on a variety of matters. |
| Form 990, Part VI, Section A, Line 7b |
Recommended changes to the WDS Corporate By-laws by the WDS Board are subject to approval by the WDS members. |
| Form 990, Part VI, Section B, Line 11b |
The Form 990 is completed by the accounting staff. The Form 990 and supporting documentation is reviewed and approved by the Finance Manager, Director of Finance and the COO/CFO. An independent review is conducted by the Company's certified public accountants and Chairman of the Board and the Audit Committee of the Board of Directors. The Human Resources and Compensation Committee completes a review of the compensation information presented in the Form 990. Electronic copies of the Form 990 are provided to all Board members prior to submission to the IRS. |
| 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, executive leadership and 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 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 if applicable; (5) any conflicting issues which cannot be resolved during the course of a Board meeting are referred to the Governance Committee; and (6) the transaction or action must be approved by a majority of disinterested persons. |
| Form 990, Part VI, Section B, Line 15 |
The Board appoints a Human Resources and Compensation Committee of the Board (the HRCC), none of whom may have a conflict of interest with respect to any compensation arrangements, to be accountable for setting reasonable compensation packages for each officer and key employee (including the CEO and CFO). The HRCC 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 HRCC 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 HRCC'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 members present during the discussion on any arrangements; and (3) a description of the comparable data relied upon by the HRCC. Key deliberations of the HRCC are also documented in minutes which are approved at the next HRCC meeting. |
| 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 Bylaws are filed with the OIC from time-to-time as they are approved by the governing body. Governing documents, Conflict of Interest policy and financial statements are available to the public upon request. |
| Form 990, Part VII, Section A, Line 1a |
Reportable compensation for board members David Branch and Kurt Labberton include compensation totaling $258,894 and $214,364, respectively, paid for dental treatment rendered to patients as a member dentist of DDWA. |
| Form 990, Part XI, Line 9 |
$2,009,437 was contributed to Washington Dental Service (WDS) prior to re-organization. In addition, there was a $200,000 adjustment to investment in equity subsidiary relating to Healthentic. Lastly, there was a change in accumulated other comprehensive income of $88,844 and difference in 2013 Net Income relating to an other than temporary impairment of $31,594. |
Attach to Form 990 or 990-EZ.