Delta Dental of Colorado believes in more than the bottom line.
Our mission is to improve the oral health of the communities we serve.
Learn how we’re doing just that, one smile at a time.
The DDCO Board of Trustees represents the community, subscribers, and its participating dentists' community benefit by expanding access to dental care and improving the oral health of the citizens of the State of Colorado. The Board is responsible for determining that the Corporation is managed in such a way to ensure this result. This is an active, not a passive, responsibility. The Board has the responsibility to ensure that in good times, as well as difficult ones, management is capably executing its responsibilities. The Board's responsibility is to regularly monitor the effectiveness of management policies and decisions including the execution of its strategies. In addition to fulfilling its obligations for achieving its community benefit mission, the Board has responsibility to ensure that the interests of DDCO's customers, employees, dentists, and the communities where it operates are served. All of these responsibilities, however, are founded upon the successful perpetuation of the business.
The Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate skills and characteristics required of Board members in the context of the current makeup of the Board. This assessment should include issues of judgment, diversity, age, skills such as understanding of healthcare, insurance, finance, marketing, human resources, strategy and the state of the art of dental care and benefits as well as the needs of the disadvantaged populations - all in the context of an assessment of the perceived needs of the Board at that point in time.
CRS requires that a majority of the Board come from outside health care professions and institutions.
The Board itself should be responsible, in fact as well as procedure, for selecting its own members and in recommending them for election by the participating dentists. Candidates will be sourced on a continuous basis. The Board delegates the screening process involved to the Governance Committee on Affairs with the direct input from the Chair of the Board and the Chief Executive Officer. The Board and the Company have a complete orientation process for new Trustees that includes background material, meetings with senior management.
The invitation to join the Board should be extended by the Board itself via the Chair of the Board and Chief Executive Officer of the Company, together with an independent Trustee, when appropriate.
The Board should be free to make this choice any way that seems best for the Company at a given point in time. The Bylaws require the roles of Chair and CEO must be separate.
If a non-independent Trustee is selected as Chair, a lead Trustee should be appointed to insure independence of views and the operation of the Board.
The Chair of the Governance Committee will be responsible for chairing the regular sessions of the Committee and communicating the Board's annual evaluation of the Chair and the Trustees. The Chair of the Committee, together with the members of that Committee, will develop the agendas for those regular sessions.
The Board in recent years has averaged 17 members. The Board has determined that this size should be reduced to 13 as attrition permits.
As set forth in the Policy on Trustee Independence as attached, there should be a majority of independent Trustees on the DDCO Board. Managers other than the Chief Executive Officer currently attend Board meetings on a regular basis even though they are not members of the Board, including AIF, Compensation, Governance and Professional Services Committees.
POLICY ON TRUSTEE INDEPENDENCEUpdated September 17, 2005) I. It is the policy of the Board of Trustees of Delta Dental of Colorado ("Company") that a majority of the members of the Board of Trustees be independent Trustees. Further, that it is in the best interests of the Company and its mission that there be significant dentist and customer representation on the Board. In order to avoid conflicts of interest or the appearance of conflicts of interest that the following definition and rules regarding the participation of independent Trustees shall apply:
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Since the participating dentists are the Corporate members of DDCO, it is anticipated that a substantial minority of the member of the Board will be active participating dentists.
However, this carries with it risk that Dentist Board members may have conflicts of interest from time to time, in which case they are expected to recuse themselves from votes and discussions that involve topics that if enacted, would be to their personal benefit.
It is the sense of the Board that individual Trustees who materially reduce or revise the responsibility they held when they were elected to the Board shall submit a letter of resignation to the Board.
It is not the sense of the Board that in every instance the Trustees who retire or change from the position they held when they came to the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, via the Governance Committee, to review the continued appropriateness of Board membership under these circumstances. Independent Trustees are encouraged to limit the number of other boards on which they serve, taking into account potential board attendance, participation and effectiveness on these boards. Independent Trustees should also advise the Chair of the Board and the Chair of the Governance Committee in advance of accepting an invitation to serve on another board.
The Board has established term limits. Term limits help ensure that there are fresh ideas and viewpoints available to the Board. Trustees may serve three 3-year terms.
The Governance Committee, in conjunction with the Chair of the Board, will formally review each Trustee's continuation of the Board every three years prior to renomination. This will include a 360o assessment of the Trustee's performance by all of the members of the Board and senior management. This will also allow each Trustee the opportunity to conveniently confirm his/her desire to continue as a member of the Board.
It is appropriate for the staff of the Company to report once a year to the Compensation Committee the status of DDCO Board compensation in relation to other Delta Dental plans and related companies as determined by outside objective advisors.
Changes in Board compensation, if any, should come at the suggestion of the Compensation Committee, but with full discussion and concurrence by the Board.
SCOPE: Applies to Delta Dental of Colorado Board of Trustees ("Board").
PURPOSE: To establish guidelines regarding the use of executive sessions at the meetings of the Board and its Committees.
GUIDELINE: An executive session is a private meeting of the Board, without the company's senior leadership team or staff present. An executive session may be held with or without the President of the company in attendance. The Executive Assistant to the Board should not attend any executive session where the President of the Company is not in attendance. The Board shall meet in executive session, without the President, at least two times every calendar year. At one of those meetings, the Board also shall meet in executive session with only the independent Trustees in attendance. The Board Chair may convene additional executive sessions in the Chair's sole discretion upon either the Chair's own initiative or at the request of a Board member. Board Committee Chairs also may convene executive sessions in the Chair's sole discretion upon the Chair's own initiative or at the request of a Committee member. Absent exigent circumstances, such executive sessions should precede or follow a regularly scheduled Board or Committee meeting.
PROCEDURE: Executive sessions convened by the Board or its Committees should be held for a specific purpose only. An agenda will be prepared for and followed at every executive session. Any agenda or other documents to be distributed in advance of an executive session where the Executive Assistant to the Board will not be in attendance shall be distributed to members of the Board or Committee by the Chair or corporate counsel. Executive sessions are not to be utilized as another Board or Committee meeting. Board members are encouraged to voice any thoughts, opinions, insights or concerns they might have on any topic at the regular Board or Committee meetings and should not withhold their discussion or comment until an executive session. Executive sessions are intended to serve as a forum to discuss substantive issues that cannot be adequately addressed at regular Board or Committee meetings. Except for decisions on issues related to the examples given below, Board and Committee decisions normally should be made in the regular meeting forum and not at an executive session. The Board or Committee may reach a consensus in the executive session that they then reveal at a regular or reconvened Board or Committee meeting where all final decisions normally will be made.
The Board Chair or the Committee Chair, as the case may be, shall determine if the President of the Company (or any other person) should be in attendance for all or part of any executive session. In exercising this discretion in favor of an executive session without the President in attendance, the Chair should consider whether the issue to be discussed is better addressed in executive session without the President because the Board or Committee needs to gain information, hold candid discussions amongst themselves or freely discuss and evaluate the issue without fear about how the President will react. In exercising this discretion against an executive session without the President in attendance, the Chair should consider whether the issues to be discussed concern the operation or direction of the company, require the CEO's input or perspective, or require the CEO to simply listen to the Board or Committee's discussion on sensitive matters to gain a better perspective of the views being expressed. The Chair's decision to allow or exclude the President from an executive session can be overridden by a majority vote of the Board or Committee members after due consideration of the criteria discussed in this policy.
Examples of issues that might be appropriately addressed in executive session without the President in attendance may include:
Any final resolutions of such matters not directly involving the President should be conducted with the President's participation. If an executive session is held by the Board without the President in attendance, the Board Chair will brief the President, if appropriate, as soon as possible after each executive session about any concerns that were raised during the executive session. If an executive session is held by a Board Committee without the President in attendance, the Chair of the Committee also shall brief the Board Chair, and if appropriate, the President and any appropriate SLT member as soon as possible after each executive session about any concerns that were raised during the executive session.
Examples of issues that might be appropriately addressed in executive session with the President in attendance may include:
Minutes of each executive session are "Board confidential" and should be kept in accordance with the "Board And Committee Meeting Minutes Policy."
In accordance with its Charter, the Governance Committee is responsible to report annually to the Board an assessment of the Board's performance. This will be discussed with the full Board. This should be done following the end of each calendar year.
This assessment should be of the Board's contribution as a whole and specifically review areas in which the Board and/or the Management believe a better contribution could be made. Its purpose is to increase the effectiveness of the Board, not to target individual Board members.
The Board believes that the Management speaks for the Company. Individual Board members may, from time to time at the request of the Management, meet or otherwise communicate with various constituencies that are involved with the Company. If formal comments from the Board are appropriate, they should, in most circumstances, come from the Chair. Trustees should exercise the duty of loyalty when discussing company matters on an informal basis.
The Board welcomes the regular attendance at each Board meeting of non-Board members who are in the most senior management positions of the company.
Should the Chair or the Chief Executive Officer want to add additional people as attendees on a regular basis, it is expected that this suggestion would be made to the Board for its concurrence.
Board members have complete access to DDCO senior management within the following parameters.
It is assumed that Trustees will use judgment to be certain that contact with management is not disruptive to the work of the Corporation. Accordingly, contact below the level of vice president is not acceptable unless authorized in advance by the Chair of the Board. Contacts with vice presidents should be handled by the Chair, CEO, the Chairs of AIF, Compensation, Professional Services, or Governance.
Chairs of AIF, Governance, Compensation, and Professional Services Committees are encouraged to develop contacts with staff appropriate to their duties within the above parameters.
Staff shall include the appropriate Committee Chair or Board Chair in their contacts with Trustees.
The Board encourages the Management to, from time to time, bring managers into Board meetings who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (b) are managers with future potential that the senior management believes should be given exposure to the Board.
Delta Dental of Colorado retains staff to support the work of the Board. This includes a part-time Board secretary (.5 FTE), and 2.0 (FTE) Internal Auditors. The senior auditor reports to the AIF Committee and the Board as a whole.
The Chair of the Board will establish the agenda for each Board meeting. He/she will issue a schedule of agenda subjects to be discussed for the ensuing year at the beginning of each year (to the degree these can be foreseen). Each Board member is free to suggest the inclusion of item(s) on the agenda. Disclosure of conflicts shall be part of the agenda approval process.
Information and data that is important to the Board's understanding of the business will be distributed in writing to the Board before the Board meets. The Management will make every attempt to see that this material is as brief as possible while still providing the desired information. The watchword is that the process for Board and Management shall be clarity and transparency.
As a general rule, presentations on specific subjects should be sent to the Board members in advance so that Board meeting time may be conserved and discussion time focused on questions that the Board has about the material. On those occasions in which the subject matter is too sensitive to put on paper, the presentation will be discussed at the meeting.
SCOPE: Applies to Delta Dental of Colorado Board of Trustees ("Board").
PURPOSE: To establish guidelines for drafting minutes for the meetings of the Board and its Committees.
GUIDELINE: Minutes shall be taken and reduced to writing for every meeting conducted by the Board and its Committees. The minutes should be an accurate general summary or overview of what took place during the meeting, not a detailed transcript of every word uttered or point made. Likewise, the minutes should not divulge confidential, privileged or proprietary information. Minutes should contain sufficient information to generally describe the meeting, to include noting relevant discussions and what matters were presented leading to business decisions. Minutes are to be treated as sensitive proprietary property belonging to the Company and shall not be released to or shared with third parties without first consulting legal counsel.
PROCEDURE: Minutes for all meetings of the Board and its Committees shall be taken by the Executive Assistant to the Board and reviewed by corporate counsel.
As to Board and Committee Minutes for meetings held in regular session, the minutes shall identify the Board or Committee conducting the meeting and contain the date and time of the meeting; identify who called the meeting to order; identify the members in attendance, excused, or absent; identify any others who attended all or part of the meeting; a general overview of the topics, reports or documents presented or discussed; all motions made, a brief account of any discussion regarding the motion, the vote on the motion and the names of any abstainers or dissenters to the motion; identify any conflicts of interest and a summary of any action taken as a result; when the meeting ended; and who prepared the minutes. Minutes should not contain detailed "to do" lists or track follow-up items; instead each Board or Committee Chair should maintain notes to keep track of any tasks to be accomplished or items to be pursued.
Every effort will be made to have the regular minutes drafted, reviewed by corporate counsel and delivered to the Chair within 7 days following the meeting or such earlier time as the Chair may direct. Once the Chair has reviewed and approved the draft minutes, the Executive Assistant to the Board shall distribute the minutes to the Board or Committee members for review and the minutes shall be clearly marked as draft minutes. Any changes to the draft minutes should be made in writing and submitted to the author of the minutes within 14 days after receipt or such earlier time as the Chair may direct. The minutes will be revised by the Executive Assistant and reviewed by corporate counsel. The Executive Assistant to the Board then shall redistribute the draft minutes to the members before the next meeting of the Board or such Committee for review and again shall be clearly marked as draft minutes. The minutes shall then be approved at the next meeting. Any additional changes should be amended to the minutes. The Executive Assistant to the Board shall see that the approved minutes of all Board and Committee Minutes are distributed to all Board members. The Executive Assistant to the Board shall organize and retain a copy of all approved Board and Committee minutes for a period of ten years.
As to Board and Committee minutes for meetings held in executive session, minutes of each executive session shall be treated as "Board confidential" and will be distributed only to Board or Committee members and to the President if the President fully participated in the executive session. The Executive Assistant to the Board should not attend any executive session where the President/CEO is not invited to attend. In the absence of the Executive Assistant to the Board, the executive session minutes shall be taken by corporate counsel. The minutes of the executive session shall identify the Board or Committee conducting the meeting and contain the date and time of the meeting; identify who called the meeting to order; identify the members in attendance, excused, or absent; identify any others who attended all or part of the meeting; a brief summary of the topic of the discussion only; when the meeting ended; and who prepared the minutes. Corporate Counsel shall organize and retain a copy of all minutes of any Board or Committee executive session for a period of ten years.
The Company has retained the services of BoardVantage Corporation to provide secure Internet based Board support that includes electronic storage of all Board and Committee documents. Board members are expected to have the appropriate computer configuration and high-speed Internet access to insure that they may access and use the system. Paper meetings packets will be discontinued in December 2004 and materials will only be available through BoardVantage. BoardVantage also provides training for all Trustees and Senior Management on the application and its support.
From time to time, the Board may want to form a new Committee or disband a current Committee depending upon the circumstances. The current Committees are Executive, AIF, Governance, Compensation, and Professional Services. AIF Committee membership will consist of a super-majority (75%) of Independent Trustees; Compensation Committee and Governance Committee membership will consist of a majority of independent Trustees. Other Trustees may attend these meetings.
The Governance Committee is responsible, after consultation with the Chair of the Board and with consideration of the desires of individual Board members, for recommendations for the assignment of Board members to various Committees.
It is the sense of the Board that consideration should be given to rotating Committee members periodically at about a three-year interval, but the Board does not feel that such a rotation should be mandated as a policy since there may be reasons at a given point in time to maintain an individual Trustee's Committee membership for a longer period. Committee Charters specify desired rotations.
The Committee Chair, in consultation with Committee members, will determine the frequency and length of the meetings of the Committee.
The Chair of the Committee, in consultation with the appropriate members of the Committee and management, will develop the Committee's agenda.
Each Committee will issue a schedule of agenda subjects and work plan to be discussed for the ensuing year at the beginning of each year (to the degree these can be foreseen). This work plan will also be shared with the Board. Committee agendas shall be distributed to all Board members.
There should be an annual report by the Chief Executive Officer to the Board on succession planning.
There should also be available, on a continuing basis, the Chair's and the Chief Executive Officer's recommendation as a successor should he/she be unexpectedly disabled.
There should be an annual report to the Board by the Chief Executive Officer on the Company's program for management development and diversity.
This report should be given to the Board at the same time as the succession planning report noted previously.
