2017-11-14T11:08:09-06:00 2016-12-31 861065772 DELOITTE TAX LLP TWO JERICHO PLAZA JERICHO NY 11753 990 2016-01-01 131854667 INTERNATIONAL COUNCIL OF SHOPPING CENTERS INC INTE 6467283607 1221 AVENUE OF THE AMERICAS 41ST FL NEW YORK NY 10020 STEFAN FREIBERG TREASURER & CFO 6467283607 2017-11-14 1 CHRISTINE KAWECKI P00743140 5169187000 2017-11-13 167.219.88.217 2017-11-14 09:54:19 ES P D73626A0C70306D8F9DF5AF9012356B9233F38BE D73626A0C70306D8F9DF5AF9012356B9233F38BE 2016 2017-02-10 21:41:12Z THOMAS MCGEE 1221 AVENUE OF THE AMERICAS 41ST FL NEW YORK NY 10020 80911176 0 X WWW.ICSC.ORG X 1957 IL SEE SCHEDULE O. 55 55 210 1231 3562690 -469636 0 0 70571455 76645249 6140339 3495715 115360 295719 76827154 80436683 13275 130000 0 0 33624337 32182220 0 0 0 39844044 42361691 73481656 74673911 3345498 5762772 126721570 132505023 61240691 55473781 65480879 77031242 X SEE SCHEDULE O. 0 0 ANNUAL CONVENTIONS PROVIDES A FORUM FOR MEMBERS OF THE INDUSTRY TO COME TOGETHER FROM VARIOUS PARTS OF THE WORLD AND ATTEND FORMAL INSTRUCTIONAL SESSIONS, HEAR REPORTS AND TALKS BY EXPERTS ON VARIOUS PHASES OF INDUSTRY OPERATIONS AND TRENDS, ATTEND PANEL DISCUSSIONS, EXCHANGE IDEAS AND EXPERIENCES WITH ASSOCIATES FROM AREAS DISTANT FROM THEIR OWN AND OBSERVE THE EQUIPMENT AND SERVICES AVAILABLE FOR IMPROVED CONSTRUCTION, OPERATION, MANAGEMENT AND MAINTENANCE OF SHOPPING CENTERS. AT RECON IN 2016 OVER 35K ATTENDED. LEASING MALL AND DEAL MAKING PROVIDES A FORUM FOR SHOPPING CENTER OWNER AND RETAILERS TO COME TOGETHER FROM VARIOUS PARTS OF THE UNITED STATES TO DISCUSS SHOPPING CENTER LEASES IN EXISTING SHOPPING CENTERS OR SHOPPING OR SHOPPING CENTERS UNDER DEVELOPMENT OR CONSIDERATION FOR DEVELOPMENT. LEASING MALL AND DEAL MAKING MAY ALSO PROVIDE AN OPPORTUNITY FOR MEMBERS TO ATTEND FORMAL INSTRUCTIONAL SESSIONS AND TALKS BY EXPERTS ON VARIOUS PHASES OF INDUSTRY OPERATIONS AND TRENDS, ATTEND PANEL DISCUSSIONS, EXCHANGE IDEAS AND EXPERIENCES WITH ASSOCIATES FROM AREAS DISTANT AND FROM THEIR OWN. AT THE NEW YORK DEAL MAKING IN 2016 OVER 10K ATTENDED. MEETINGS AND CONFERENCES AND LOCAL PROGRAMS PROVIDE AN OPPORTUNITY FOR LOCAL MEMBERS AND ASSOCIATES TO ATTEND INSTRUCTIONAL LECTURES AND EXCHANGE IDEAS ON SITE SELECTION, CONSTRUCTION, FINANCING, INSURANCE, PROMOTIONS, LEGAL QUESTIONS AND OTHER PHASES OF DEVELOPING, OPERATING AND MAINTAINING SHOPPING CENTERS, ALSO PROVIDE BUSINESS OPPORTUNITIES TO MAKE DEALS WITHIN THE SHOPPING CENTER INDUSTRY. OVER 72K ATTENDEES TO OUR VARIOUS MEETINGS AND CONFERENCES. SEMINARS, INSTITUTES AND UNIVERSITY TYPE CLASSES HELD AT SELECTED INSTITUTIONS OF HIGHER LEARNING AND OTHER LOCATIONS. THESE INTENSIVE EDUCATIONAL SEMINARS ARE CONDUCTED UNDER UNIVERSITY TYPE CLASSROOMCONDITIONS. THE COURSES AND SUBJECT MATTER RELATE TO SHOPPING CENTERSITE LOCATION AND SELECTION, MANAGEMENT AND OPERATION, AND PROMOTIONAND ADVERTISING. OVER 5K ATTENDEES TO OUR VARIOUS SEMINARS ANDEDUCATIONAL PROGRAMS. 0 0 0 1 0 0 0 0 0 1 0 0 0 1 1 0 1 0 1 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 X 326 0 1 210 1 1 1 1 CA EZ MX UK 0 0 0 0 X 55 55 1 0 0 0 1 1 0 1 1 0 1 1 0 1 1 1 1 1 1 1 0 X STEFAN FREIBERG 6467283607 1221 AVENUE OF THE AMERICAS 41ST NEW YORK NY 100201099 ADAM W IFSHIN BOARD MEMBER 1.00 X 0 0 0 ALFREDO J COHEN BOARD MEMBER 1.00 X 0 0 0 ANDREW W BRIEN BOARD MEMBER 1.00 X 0 0 0 ARTURO SNEIDER BOARD MEMBER 1.00 X 0 0 0 BRAD M HUTENSKY BOARD MEMBER 1.00 X 0 0 0 BRIAN M SMITH BOARD MEMBER 1.00 X 0 0 0 BRIAN PALL BOARD MEMBER SINCE MAY 2016 1.00 X 0 0 0 CARLOS MEDEIROS BOARD MEMBER 1.00 X 0 0 0 CHRISTOPHER J NIEHAUS BOARD MEMBER SINCE MAY 2016 1.00 X 0 0 0 DAVID OAKES BOARD MEMBER SINCE MAY 2016 1.00 X 0 0 0 DAVID ZOBA BOARD MEMBER 1.00 X 0 0 0 DOUGLAS H TILSON BOARD MEMBER 1.00 X 0 0 0 ELIZABETH I HOLLAND CHAIRMAN 1.00 X 0 0 0 GREGORY MALONEY BOARD MEMBER 1.00 X 0 0 0 JAMES L LAMPASSI BOARD MEMBER 1.00 X 0 0 0 JASON S MOZINGO BOARD MEMBER 1.00 X 0 0 0 JEFFREY BAYER BOARD MEMBER SINCE MAY 2016 1.00 X 0 0 0 JEFFREY GAUL BOARD MEMBER 1.00 X 0 0 0 JIM SUD BOARD MEMBER 1.00 X 0 0 0 JODIE W MCLEAN BOARD MEMBER 1.00 1.00 X 0 0 0 JOHN N HAUGH BOARD MEMBER 1.00 X 0 0 0 JOHN A STRACHAN BOARD MEMBER 1.00 X 0 0 0 JOHN C DOLSON BOARD MEMBER 1.00 X 0 0 0 JOHN M SULLIVAN BOARD MEMBER 1.00 X 0 0 0 JOSEPH F CORADINO BOARD MEMBER 1.00 X 0 0 0 JOSIP KARDUN BOARD MEMBER SINCE MAY 2016 1.00 X 0 0 0 KAREN B CASE BOARD MEMBER 1.00 X 0 0 0 KAREN FLAVELLE BOARD MEMBER 1.00 X 0 0 0 KAREN M JANES BOARD MEMBER SINCE MAY 2016 1.00 X 0 0 0 KENNETH F BERNSTEIN BOARD MEMBER 1.00 X 0 0 0 KIM ELLIS BOARD MEMBER 1.00 X 0 0 0 MARK A SCHURGIN BOARD MEMBER 1.00 1.00 X 0 0 0 MARK D GIBSON BOARD MEMBER 1.00 X 0 0 0 MARK L MYERS BOARD MEMBER 1.00 X 0 0 0 MARTIN A MAYER BOARD MEMBER 1.00 X 0 0 0 MICHAEL A CARROLL BOARD MEMBER 1.00 X 0 0 0 MICHAEL E MCCARTY BOARD MEMBER SINCE MAY 2016 1.00 1.00 X 0 0 0 MICHAEL RODEL BOARD MEMBER 1.00 X 0 0 0 MOHAMMAD IQBAL ALAWI BOARD MEMBER 1.00 X 0 0 0 PATRICIA M BLASI BOARD MEMBER 1.00 1.00 X 0 0 0 PETER BALLON BOARD MEMBER 1.00 X 0 0 0 PETER R GOLD BOARD MEMBER 1.00 X 0 0 0 RICHARD C COPPOLA BOARD MEMBER 1.00 X 0 0 0 RICHARD J KUHLE BOARD MEMBER 1.00 1.00 X 0 0 0 ROBERT PERLMUTTER BOARD MEMBER SINCE MAY 2016 1.00 X 0 0 0 SANDEEP L MATHRANI BOARD MEMBER 1.00 X 0 0 0 SCOTT CARR BOARD MEMBER SINCE MAY 2016 1.00 X 0 0 0 SETH D GELDZAHLER BOARD MEMBER 1.00 X 0 0 0 STEPHEN D LEBOVITZ PAST CHAIRMAN 1.00 X 0 0 0 SUK SINGH BOARD MEMBER 1.00 X 0 0 0 TERRY R MONTESI BOARD MEMBER 1.00 X 0 0 0 THOMAS M FLEXNER BOARD MEMBER 1.00 X 0 0 0 VALERIE RICHARDSON BOARD MEMBER 1.00 1.00 X 0 0 0 VINCENT A CORNO BOARD MEMBER 1.00 X 0 0 0 WILLIAM B HORNER BOARD MEMBER SINCE MAY 2016 1.00 X 0 0 0 CHRISTINE MOTT VP & GENERAL COUNSEL SINCE JUNE 2016 40.00 X 164256 0 27151 GLEN HALE SVP & CFO THRU SEPT 2016 40.00 1.00 X 348584 0 400810 STEFAN FREIBERG TREASURER & CFO SINCE SEPT 2016 40.00 1.00 X 166504 0 26770 THOMAS MCGEE PRESIDENT & CEO 40.00 1.00 X 2000748 0 734108 BETSY R LAIRD SR. VP, GLOBAL PUBLIC POLICY 40.00 X 416558 0 79095 JOHN C EMMERT EXECUTIVE VP & COO 40.00 1.00 X 583179 0 237181 KRISTIN R LOGSDON SR. VP, COMM, MARKETING, PUB. 40.00 X 418418 0 65890 MALACHY L KAVANAGH SR. VP, PROGRAMS & SERVICES 40.00 X 403343 0 85536 MARGARET WIGGLESWORTH EX VP, MEMBER&VOLUNTEER SRVS 40.00 1.00 X 509786 0 60721 GREGORY J PETERSON FORMER STAFF VP & GEN COUNSEL 0.00 X 437813 0 5 MICHAEL P KERCHEVAL FORMER PRESIDENT & CEO 0.00 X 8070263 0 23606 13519452 0 1740873 52 1 1 0 MARXPRO LTD 6007 S 40TH STREET PHOENIX AZ 85042 FULL SERVICE AUDIO VISUAL/PRODUCTION 1246097 MWW GROUP PO BOX 5483 NEW YORK NY 100875483 MEDIA TRAINING & PR AGENCY SERVICES 692220 FOSTER MADE LLC 404 EAST GRACE STREET RICHMOND VA 23219 WEBSITE REDESIGN & MAINTENANCE COST 551075 PUBLISHERS PRESS INC 100 FRANK E SIMON AVE SHEPHERDSVILLE KY 40165 PUBLICATION 539016 CENTERPLATE 650 SOUTH GRIFFIN STREET DALLAS TX 75202 CATERERS 425348 39 CONVENTIONS 900099 33674887 33674887 MEETINGS & CONFERENCES 900099 23328131 23328131 MEMBERSHIP DUES 900099 15645812 15645812 PUBLICATIONS 541800 3756631 193941 3562690 PROF RECOGNITION 900099 239788 239788 76645249 3029803 3029803 31773 31773 17904 0 17904 17904 17904 940405 474493 465912 465912 465912 REVENUE ADJUSTMENT 900099 159500 159500 MISCELLANEOUS 900099 79292 79292 LABELS 900099 7250 7250 246042 80436683 73328601 3562690 3545392 130000 12207344 9785076 3526127 5047119 1616554 211355 459789 932771 378175 877418 1085953 1438252 4797237 358425 29756043 73309 844605 322535 RECRUITING 400743 CONSULTANT FEES 299202 TRAINING/STAFF FUNCTION 226275 FOREIGN EXCHANGE -100396 74673911 10526718 8845070 2467006 1279027 1745220 2171425 2359870 3501015 13654941 10315706 3516333 3339235 101383453 111418621 1800000 1800000 2922970 150630 126721570 132505023 11248751 7665649 9508003 9369030 40483937 38439102 61240691 55473781 X 65480879 77031242 0 65480879 77031242 126721570 132505023 X 5762772 4115335 1672256 X 0 1 X 1 0 0 0 1 15645812 520514 714548 1235062 717363 517699 8407695 6619294 1788401 5247246 3696412 1550834 3339235 EMPLOYEE RETIREMENT OBLIGATION 26528881 ADVANCE REGISTRATIONS AND SUBSCRIPTIONS 11910221 38439102 X PART X, LINE 2: MANAGEMENT HAS EVALUATED THE COUNCIL'S TAX POSITION AND HAS CONCLUDED THAT THE COUNCIL HAD TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENTS TO THE CONSOLIDATED FINANCIAL STATEMENTS. WITH FEW EXCEPTIONS, THE COUNCIL IS NO LONGER SUBJECT TO INCOME TAX EXAMINATION BY U.S. FEDERAL, STATE OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2012. 1 EUROPE (INCLUDING ICELAND AND GREENLAND) 1 13 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 4060150 CENTRAL AMERICA & THE CARIBBEAN 2 2 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 1101718 EAST ASIA AND THE PACIFIC 2 1 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 2074783 MIDDLE EAST AND NORTH AFRICA 0 1 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 1314198 NORTH AMERICA 1 2 PROGRAM SERVICES CONFERENCES AND SEMINARS ON RETAIL REAL ESTATE 1442761 6 19 0 0 6 19 9993610 0 9993610 0 0 0 0 0 0 0 1 PART I, LINE 3: AMOUNTS REPRESENT EXPENDITURES WITHIN REGION IN ORDER TO HOST MEETINGS, CONFERENCES & SEMINARS GLOBALLY. 1 THE UNIVERSITY OF COLORADO FOUNDATION LEEDS DEVELOPMENT OFFICE 419 UCB 995 REGENT DRIVE BOULDER CO 80309 846049811 501(C)(3) 100000 FMV HONORARIUM TO ENABLE COURSE DEVELOPMENT, SYMPOSIUM SPEAKERS, AND INDUSTRY EVENTS AS PART OF THE REAL ESTATE AND TECHNOLOGY INITIATIVE. INTERNATIONAL COUNCIL OF SHOPPING CENTERS FOUNDATION INC 1221 AVENUE OF THE AMERICAS 41ST FLOOR NEW YORK NY 100201099 133525440 501(C)(3) 30000 FMV RETAIL REAL ESTATE INDUSTRY SCHOLARSHIP 2 0 FMV PART I, LINE 2: ICSC CHARITABLE GIVING GUIDELINES: - ALL RECIPIENTS OF ICSC DONATIONS MUST BE REGISTERED AS A NON-PROFIT CHARITABLE ORGANIZATION. - CONTRIBUTIONS WILL NOT BE MADE TO POLITICAL, RELIGIOUS, OR SECTARIAN ORGANIZATIONS, INCLUDING ORGANIZATIONS WHOSE MAIN PURPOSE IS THE DISSEMINATION OF POLITICAL OR RELIGIOUS INFORMATION, OR ORGANIZATIONS WHICH OTHERWISE USE THEIR CHARITABLE WORK TO ENCOURAGE SUPPORT FOR POLITICAL OR RELIGIOUS CAUSES. -CONTRIBUTIONS WILL NOT BE MADE TO ORGANIZATIONS THAT DISCRIMINATE ON THE BASIS OF AGE, SEX, RACE, RELIGION, NATIONAL ORIGIN, SEXUAL ORIENTATION, DISABILITY OR ANY OTHER OR ANY OTHER CHARACTERISTIC PROTECTED BY LAW. - CONTRIBUTIONS WILL NOT BE MADE TO ORGANIZATIONS/EVENTS THAT POSE A POTENTIAL CONFLICT OF INTEREST OR THAT ARE CONTRARY TO ICSC'S CORE VALUES. - ICSC WILL CONDUCT A GENERAL REVIEW OF REPORTS AND CORRESPONDENCE, AS WELL AS PUBLICLY-AVAILABLE AUDIT REPORTS FROM THE GRANTEE ORGANIZATIONS TO ASSESS COMPLIANCE WITH THE TERMS STIPULATED IN ITS GRANT AWARDS AND TO TRACK THE RECIPIENT'S USE OF ITS GRANT FUNDS. X X X 1 1 X X X X X 1 1 0 CHRISTINE MOTT VP & GENERAL COUNSEL SINCE JUNE 2016 164256 0 0 0 0 0 13247 0 13904 0 191407 0 0 0 GLEN HALE SVP & CFO THRU SEPT 2016 267142 0 55000 0 26442 0 362665 0 38145 0 749394 0 0 0 STEFAN FREIBERG TREASURER & CFO SINCE SEPT 2016 126504 0 40000 0 0 0 6812 0 19958 0 193274 0 0 0 THOMAS MCGEE PRESIDENT & CEO 980565 0 1000000 0 20183 0 698968 0 35140 0 2734856 0 0 0 BETSY R LAIRD SR. VP, GLOBAL PUBLIC POLICY 326158 0 70000 0 20400 0 43927 0 35168 0 495653 0 0 0 JOHN C EMMERT EXECUTIVE VP & COO 189745 0 84500 0 308934 0 223236 0 13945 0 820360 0 0 0 KRISTIN R LOGSDON SR. VP, COMM, MARKETING, PUB. 307826 0 110000 0 592 0 25644 0 40246 0 484308 0 0 0 MALACHY L KAVANAGH SR. VP, PROGRAMS & SERVICES 332060 0 70000 0 1283 0 48536 0 37000 0 488879 0 0 0 MARGARET WIGGLESWORTH EX VP, MEMBER&VOLUNTEER SRVS 372456 0 135000 0 2330 0 37817 0 22904 0 570507 0 0 0 GREGORY J PETERSON FORMER STAFF VP & GEN COUNSEL 0 0 32813 0 405000 0 0 0 5 0 437818 0 437813 0 MICHAEL P KERCHEVAL FORMER PRESIDENT & CEO 43074 0 726849 0 7300340 0 1723 0 21883 0 8093869 0 4759003 0 PART I, LINE 1A THE CEO IS ENTITLED TO REIMBURSEMENT OF MEMBERSHIP DUES AT A HEALTH, FIRST & BUSINESS CLASS TRAVEL AND SPOUSAL TRAVEL WHEN TRAVELING ON ICSC BUSINESS. THESE BENEFITS WERE NOT TREATED AS TAXABLE COMPENSATION TO THE CEO IN 2016. PART I, LINES 4A-B PART I, LINE 4A: MICHAEL KERCHEVAL, FORMER PRESIDENT & CEO, RECEIVED A SEVERANCE PAYMENT IN THE AMOUNT OF $990,000. JOHN C. EMMERT, EXECUTIVE VP & COO, RECEIVED SEVERANCE IN THE AMOUNT OF $218,027. GREGERY PETERSON, FORMER STAFF VP & GEN COUNCIL, RECEIVED A SEVERANCE PAYMENT OF $405,000. THIS AMOUNT IS INCLUDED IN PART II, COLUMN B(III). PART I, LINE 4B: THE PRESIDENT & CEO IS THE SOLE PARTICIPANT OF THE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. MICHAEL KERCHEVAL, FORMER PRESIDENT & CEO, RECEIVED A SERP PAYMENT IN THE AMOUNT OF $6,248,802. THIS AMOUNT IS INCLUDED IN PART II, COLUMN B(III). FORM 990, PART I, LINE 1: ICSC'S PRIMARY EXEMPTION PURPOSE IS TO PROMOTE AND IMPROVE THE CONDITIONS OF THE SHOPPING CENTER INDUSTRY THROUGH PROFESSIONAL EDUCATION, CONFERENCES, PUBLICATIONS, RESEARCH AND LEGISLATIVE ACTION. FORM 990, PART III, LINE 1: THE PURPOSE OF ICSC IS TO SERVE ITS MEMBERS BY OFFERING AND DELIVERING PROGRAMS AND SERVICES AND ADVOCATING FOR AND PROMOTING THE SHOPPING CENTER INDUSTRY WITH THE GENERAL PUBLIC AND RELEVANT GOVERNMENTAL BODIES. THE COUNCIL SHALL ALSO HAVE SUCH POWERS TO DO EVERYTHING NECESSARY, SUITABLE OR PROPER, AT ANY TIME OR PLACE, FOR THE ACCOMPLISHMENT OF ANY OF THE PURPOSES ENUMERATED OR EXPEDIENT TO THE INTEREST OR BENEFIT OF THE COUNCIL AND THE MEMBERS. FORM 990, PART VI, SECTION A, LINE 2 TWO OR MORE PERSONS LISTED IN THIS FORM 990 PART VII HAVE A BUSINESS RELATIONSHIP WITH EACH OTHER BY VIRTUE OF CONCURRENTLY SERVING ON ONE OR MORE BOARDS OF DIRECTORS/TRUSTEES OR BY SERVING IN AN EMPLOYMENT RELATIONSHIP ON ONE OR MORE ENTITIES WITHIN THE ICSC AFFILIATES. FORM 990, PART VI, SECTION A, LINE 6 THE ORGANIZATION IS A MEMBER ORGANIZATION OF THOSE INTERESTED IN THE RETAIL REAL ESTATE INDUSTRY. FORM 990, PART VI, SECTION A, LINE 7A THE PROCESS FOR NOMINATING AND APPOINTING THE INTERNATIONAL COUNCIL OF SHOPPING CENTER'S BOARD OF TRUSTEES IS ENUMERATED IN THE ORGANIZATION'S BYLAWS. NOMINEES TO THE BOARD ARE SELECTED BY A NOMINATING COMMITTEE OF THE BOARD OF TRUSTEES. THOSE NOMINEES ARE THEN REVIEWED AND ULTIMATELY ELECTED BY THE OFFICIAL DELEGATE MEMBERS OF REGULAR COMPANY MEMBERS. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS REVIEWED BY THE PRESIDENT & CEO, THE ICSC'S GENERAL COUNSEL, AS WELL AS THE CHIEF FINANCIAL OFFICER OF THE ORGANIZATION PRIOR TO ITS FILING WITH THE INTERNAL REVENUE SERVICE (IN PAPER OR ELECTRONIC FORMAT). THE FORM 990 IS AVAILABLE TO THE FULL BOARD OF TRUSTEES UPON REQUEST. FORM 990, PART VI, SECTION B, LINE 12C EACH OFFICER, DIRECTOR, TRUSTEE AND KEY EMPLOYEE OF THE COUNCIL IS REQUIRED TO ANNUALLY DISCLOSE ANY CONFLICTS OF INTEREST THAT ARISE BY VIRTUE OF THEIR EMPLOYMENT AND POSITION WITH THE INTERNATIONAL COUNCIL OF SHOPPING CENTERS (ICSC). ICSC MONITORS COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY TROUGH AN ANNUAL QUESTIONNAIRE SUBMITTED TO THESE INDIVIDUALS. POTENTIAL CONFLICTS ARE INVESTIGATED IMMEDIATELY. FORM 990, PART VI, SECTION B, LINE 15 ICSC UNDERTAKES A THOROUGH PROCESS TO ENSURE THAT EXECUTIVE COMPENSATION IT PAYS TO ITS TOP MANAGEMENT OFFICIAL AND ALL OFFICERS AND KEY EMPLOYEES OF THE ORGANIZATION IS REASONABLE. ICSC ESTABLISHES THE COMPENSATION OF ITS EXECUTIVES BY OBTAINING AND REVIEWING COMPARABILITY DATA, INCLUDING COMPENSATION SURVEYS AND THE FORM 990'S OF OTHER ORGANIZATIONS. THE BOARD OF DIRECTORS ENGAGES AN INDEPENDENT COMPENSATION CONSULTANT TO HELP ADVISE ON THE APPROPRIATE COMPENSATION LEVELS FOR THE AFOREMENTIONED INDIVIDUALS. ONCE THE COMPENSATION CONSULTANT HAS MADE ITS RECOMMENDATIONS, ALL OF THE COMPILED DATA IS REVIEWED AND/OR APPROVED BY THE EXECUTIVE COMPENSATION COMMITTEE WHO THEN REFERS SUCH MATTERS TO THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES FOR RATIFICATION. FORM 990, PART VI, SECTION C, LINE 19 THE COUNCIL'S GOVERNING DOCUMENTS (BYLAWS) AND ANNUAL REPORT ARE AVAILABLE TO THE PUBLIC ON ITS WEBSITE WWW.ICSC.ORG. THE CONFLICT OF INTEREST POLICY IS ALSO AVAILABLE TO THE PUBLIC ON REQUEST AND AT MANAGEMENT'S DISCRETION. FORM 990, PART XI, LINE 9: ADJUSTMENT TO PENSION BENEFIT 1,672,256. 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