2016-11-09T14:55:44-06:00 2015-12-31 381357951 PLANTE & MORAN PLLC 10 S Riverside Plaza 9th Floor Chicago IL 60606 990 2015-01-01 237304902 AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION AMER 3124362600 353 NORTH CLARK STREET No 1400 CHICAGO IL 60654 LOIS MARGARET NORA MD JD MBA PRESIDENT AND CEO 3124362600 2016-10-31 1 Lu Ann Trapp P01506476 3122071040 2016-10-31 2015 2017-02-10 21:41:12Z LOIS MARGARET NORA MD J 353 NORTH CLARK STREET No 1400 CHICAGO IL 60654 65871 0 X N/A X 1973 IL SEE SCHEDULE O EXPLANATIONThe ABMS-REF INITIATES OR PARTNERS WITH ACADEMIC, HEALTHCARE, FOUNDATION AND GOVERNMENT Entities to explore the current quality of healthcare and to develop ways to improve it through excellence in clinical medicine, continuing education and research.EducationConducting and facilitating education initiatives regarding the impact of physician certification and maintenance of certification (MOC) for the public, the profession and other stakeholders. Outreach through conferences, publications, guest speakers, and webinars. Content for articles, research and publications. Education and development of young physicians in health policy, research, quality improvement, and other areas related to physidcian leadership, certification, and self-governance of the profession. ResearchIdentify reliable, valid and cost effective tools for assessing knowledge and practice of physician specialists, including research programs or services under grants. 14 12 0 10 0 0 1338000 5000 384742 60871 0 0 0 0 1722742 65871 0 0 0 0 411747 667777 0 0 0 645834 116597 1057581 784374 665161 -718503 203925 187427 777569 1479574 -573644 -1292147 X The mission of the foundation shall be to support the scientific, scholarly and public education purposes of the American board of medical specialties (1) by encouraging and conducting research to improve the capacity to measure, assess, and evaluate the educational, scientific, clinical and professional qualifications and performance of physicians engaged in the practice of medical specialties: (2) by conducting educational programs and disseminating information to the public to assist its recognition, evaluation and understanding of the significance and importance of initial certification, of sub certification and of maintenance of certification of physicians engaged in the practice of medical specialties: (3) by fostering national and international cooperation and the exchange of information related to initial certification and maintenance of certification and physician continuing professional development. 0 0 545609 5500 The American Board of Medical Specialties Research and Education Foundation worked on development of resources and programs to benefit the health care community. This included further developing a research database providing resources on Maintenance of certification, Board Certification, quality improvement, and continuing medical education; and continuing development and implementation of a Visiting Scholars Program to provide grants (as well as ongoing mentorship and support) to those working on research projects in the early stages of their medical careers. 3721 NETWORK FOR REGIONAL HEALTHCARE IMPROVEMENT: THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION ENTERED INTO AN AGREEMENT WITH THE NETWORK FOR REGIONAL HEALTHCARE IMPROVEMENT, A NATIONAL ORGANIZATION REPRESENTING HEALTHCARE COLLABORATIVES AIMING TO IMPROVE AND TRANSFORM HEALTHCARE, TO PROVIDE LEADERSHIP FOR QI ACTIVITIES IN THEIR NETWORKS, SUPPORTED BY THE CENTERS FOR MEDICARE AND MEDICAID SERVICES. THE PURPOSE OF THIS INITIATIVE IS TO ESTABLISH A HIGH-VALUE CARE LEARNING PROGRAM TO ENGAGE CLINICIANS, IMPROVE QUALITY, AND SPEND RESOURCES WISELY. IN 2015, THE FOCUS WAS ON PARTICIPATING IN WORKGROUPS, DISCUSSIONS, PLANNING, AND DEVELOPING QUALITY IMPROVEMENT ACTIVITIES RELATED TO MOC CREDIT FOR PHYSICIANS. 42126 55371 1) CMS Episode Grouper through Brandeis University; The American Board of Medical Specialties Research and Education Foundation participated in contracts to: assist in a build-out of the full episode grouper system for use in implementing value based purchasing for the Medicare population. 591456 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 X 14 12 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 IL X Jennifer Fronek 3124362694 353 NORTH CLARK STREET STE 1400 CHICAGO IL 60654 X Liana Puscas MD Chair 1.00 0.00 X X 0 0 0 Carla M Pugh MD PhD Chair Elect 1.00 0.00 X X 0 0 0 Eve Kurtin PharmD MBA Secretary-Treasurer 1.00 1.00 X X 0 0 0 John R Boulet PhD Member 1.00 0.00 X 0 0 0 Steven J Durning MD PhD Member 1.00 0.00 X 0 0 0 Larry A Green MD Member 1.00 1.00 X 0 0 0 Catherine A Marco MD Member 1.00 0.00 X 0 0 0 Benson S Munger PhD Member 1.00 0.00 X 0 0 0 Thomas E Norris MD Member 1.00 4.00 X 0 0 0 Mary E Post MBA CAE Member 1.00 0.00 X 0 0 0 Fatema F Zanzi JD Member 1.00 0.00 X 0 0 0 Valerie M Parisi MD MPH MBA Ex-Officio Member 1.00 4.00 X 0 12500 0 Lois Margaret Nora MD JD MBA President and Ex-Officio Member 2.00 48.00 X X 0 727960 46094 David W Price MD Snr VP(9 months)/Ex-officio member 23.00 27.00 X X 0 230988 30991 Laura Skarnulis COO 2.00 48.00 X 0 314771 50435 Yolanda Daniel Prior CFO (6 months) 2.00 48.00 X 0 160160 7446 Jennifer Fronek VP of Finance (3 months) 2.00 48.00 X 0 40488 6798 Mira Irons SVP Academic Affairs 2.00 48.00 X 0 335183 42623 Kathleen Ruff Chief of Staff 2.00 48.00 X 0 281510 35769 John Mandelbaum Chief Legal Officer 2.00 48.00 X 0 247630 46090 Thomas Granatir SVP Policy & Ext. Relations 2.00 48.00 X 0 234846 45028 David Swanson VP Academic Programs And Services 2.00 48.00 X 0 292683 29678 Richard Waters VP Marketing & Communications 2.00 48.00 X 0 197000 15451 0 3075719 356403 0 0 1 0 0 5000 5000 research & Education c 900099 60871 60871 60871 65871 60871 0 0 548387 434919 113468 13281 13281 63883 36214 27669 42226 33827 8399 3070 70 3000 3556 1440 2116 -49864 -47192 -2672 5827 5827 12194 7429 4765 17053 13172 3881 64023 49773 14250 4588 3170 1418 24367 20642 3725 18669 14515 4154 13114 10196 2918 784374 591456 192918 0 119893 131309 84032 56118 7374 7374 0 0 203925 187427 777569 1479574 777569 1479574 X -573644 -1292147 -573644 -1292147 203925 187427 -718503 0 X 0 1 X 1 0 X X 1 abms 410847713 9 1 0 784374 1 0 784374 1 0 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 Part IV, Section A, Line 3b: ABMS-REF confirmed that the supported organization, ABMS, is a 501(c)(6) tax exempt organization by reviewing their IRS determination letter and also annually completing a pro forma Schedule A, Part III test to confirm that ABMS satisfies the public support tests under section 509(a)(2). Part IV, Section A, Line 3c: No funds are paid directly to the supported organization ABMS. ABMS-REF performs and controls all research and other activities which are conducted on behalf of the supported organization, ABMS. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 7374 7374 0 0 Due to ABMS 1479574 1479574 X Part X, Line 2: Accounting guidance requires tax effects from uncertain tax positions to be recognized in the consolidated financial statements only if the position is more likely than not to be sustained if the position was to be challenged by a taxing authority. Management has determined that there are no material uncertain tax positions that require recognition in the consolidated financial statements. ABMS REF is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. 1 0 0 0 0 0 0 0 0 Lois Margaret Nora MD JD MBA President and Ex-Officio Member 0 677960 0 50000 0 0 0 35001 0 11093 0 774054 0 0 David W Price MD Snr VP(9 months)/Ex-officio member 0 192600 0 20680 0 17708 0 30561 0 430 0 261979 0 0 Laura Skarnulis COO 0 285411 0 29360 0 0 0 35001 0 15434 0 365206 0 0 Yolanda Daniel Prior CFO (6 months) 0 95872 0 0 0 64288 0 2991 0 4455 0 167606 0 0 Mira Irons SVP Academic Affairs 0 317123 0 18060 0 0 0 35000 0 7623 0 377806 0 0 Kathleen Ruff Chief of Staff 0 232300 0 24210 0 25000 0 35001 0 768 0 317279 0 0 John Mandelbaum Chief Legal Officer 0 226380 0 21250 0 0 0 34003 0 12087 0 293720 0 0 Thomas Granatir SVP Policy & Ext. Relations 0 214396 0 20450 0 0 0 32341 0 12687 0 279874 0 0 David Swanson VP Academic Programs And Services 0 260183 0 7500 0 25000 0 19613 0 10065 0 322361 0 0 Richard Waters VP Marketing & Communications 0 190000 0 7000 0 0 0 14683 0 768 0 212451 0 0 Part I, Line 3 COMPENSATION IS determined by a related organization for the President and Chief Executive Officer and other key employees. For the President and Chief Executive Officer's Compensation 1 Comparability Data from similar not for profit healthcare organizations and institutions is reviewed by the Executive committee of the board of directors. 2 An outside compensation consulting firm advises the Executive Committee of the Board of Directors regarding appropriate compensation and benefits for the President and Chief Executive Officer. 3 Members of the executive committee of the Board of Directors, who are independent, set the compensation for the President and Chief Executive Officer. For Key Employees Compensation for key employees is set by the President and Chief Executive Officer. When setting compensation, the President and Chief Executive Officer takes into account comparability data regarding compensation as well as the advice of an outside compensation consulting firm. Part I, Line 4a YOLANDA DANIEL, PRIOR CFO, RECEIVED $60,855 IN COMPENSATION PER THE TERMS OF HER SEPARATION AGREEMENT. FORM 990, PART I, LINE 8 Related organization, ABMS, with review and approval by the Finance and Audit Committee of the Board of Directors, periodically provides funding support in the form of a grant to the ABMS Research and Education Foundation. Funding support was provided in 2014 and most recently in 2016 for $1.3M. No funding was provided in 2015. Form 990, Part VI, Section A, line 1 INDEPENDENT VOTING MEMBERS ABMS-REF'S BOARD OF DIRECTORS ACTS AS ITS GOVERNING BODY. HOWEVER, CERTAIN ASPECTS OF GOVERNANCE OF ABMS-REF ARE RESERVED TO THE ORGANIZATION'S SOLE MEMBER, THE AMERICAN BOARD OF MEDICAL SPECIALTIES (ABMS), AN ILLINOIS, NOT-FOR-PROFIT CORPORATION, EXEMPT FROM FEDERAL TAXATION UNDER IRC SECTION 501(C)(6). THE SOLE MEMBER'S "RESERVED POWERS" ARE SET FORTH IN SECTION 2.01 TO 2.04 OF THE BYLAWS OF ABMS-REF DATED OCTOBER 23, 2015 AND ARE AS FOLLOWS: SECTION 2.01 MEMBERSHIP. THE FOUNDATION SHALL HAVE ONE MEMBER, NAMELY, THE AMERICAN BOARD OF MEDICAL SPECIALTIES, AN ILLINOIS NOT-FOR-PROFIT CORPORATION. IN THESE BYLAWS, THE MEMBER SHALL BE REFERRED TO AS THE "SOLE MEMBER OR "ABMS." SECTION 2.02. MEMBERS RESERVED POWERS. THE SOLE MEMBER SHALL HAVE THE FOLLOWING RESERVED POWERS IN LIEU OF THOSE GRANTED BY STATUTE TO MEMBERS. INASMUCH AS THE SOLE MEMBER IS ANOTHER NOT-FOR-PROFIT CORPORATION, ALL OF THE ACTION REQUIRED TO BE TAKEN OR APPROVED BY THE SOLE MEMBER SHALL BE EXERCISED BY THE SOLE MEMBER'S BOARD OF DIRECTORS ("ABMS BOD") OR AS OTHERWISE SPECIFIED BY ITS BYLAWS: (A) APPOINTING THE PRESIDENT AND CEO OF THE FOUNDATION AND REMOVING HIM OR HER, WITH OR WITHOUT CAUSE, SUBJECT TO CONTRACT RIGHTS. (B) AMENDING THE ARTICLES OF INCORPORATION AND CORPORATE BYLAWS OF THE FOUNDATION. (C) APPROVING THE FOUNDATION'S ANNUAL OPERATING AND/OR CAPITAL BUDGETS AND AMENDMENTS THERETO IN EXCESS OF SUCH AMOUNT AS SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (D) APPROVING ALL CREATIONS OR ACQUISITIONS OF SUBSIDIARIES OR CONTROLLED AFFILIATES, MERGERS, CONSOLIDATIONS, PERMANENT OR LONG-TERM AFFILIATIONS AND ALL JOINT VENTURES OF THE FOUNDATION INVOLVING CAPITAL INVESTMENTS IN EXCESS OF SUCH AMOUNT AS SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (E) APPROVING THE SALE OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF THE FOUNDATION AND ALL LONG-TERM DEBT IN EXCESS OF SUCH AMOUNT SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (F) APPROVING THE DISSOLUTION OF AND ALL LIQUIDATIONS FROM THE FOUNDATION. SECTION 2.03 MANNER OF ACTING BY SOLE MEMBER. THE SOLE MEMBER SHALL EXERCISE ITS RESERVED POWERS IN THE MANNER PRESCRIBED BY THE SOLE MEMBER'S BYLAWS. SECTION 2.04 RIGHTS AND LIABIUTIES OF SOLE MEMBER. EXCEPT AS OTHERWISE PROVIDED IN THESE BYLAWS, THE SOLE MEMBER SHALL NOT BE LIABLE FOR THE DEBTS OR OBLIGATIONS OF THE FOUNDATION. Form 990, Part VI, Section A, line 4 At its meeting on October 23, 2015, the board of directors of ABMS-REF amended its bylaws by changing the number of ex-officio voting members from 2 to 3, adding the ABMS Senior Vice-President of the Research and Education Foundation or the individual acting from time to time as the Corporation's Program Executive Director as the third ex-officio director. Form 990, Part VI, Section A, line 6 The SOLE VOTING MEMBER OF THE ABMS-REF IS THE ABMS WHICH ACTS THROUGH ITS BOARD OF DIRECTORS PER THE BYLAWS. Form 990, Part VI, Section A, line 7a Election of officers will be held at the annual meeting of the board of directors. American board of medical specialties (ABMS), an Illinois non-for-profit corporation exempt from federal income tax under irc sec. 501(c)(6), is the sole corporate member of the organization and, by possession of itS reserved powers, meets the definition of majority parental control under the form 990 instructions. ABMS, among its other powers, elects the entire board of directors for the ABMS-REF. PLEASE REFER TO PART VI, SECTION A, LINE 1 DESCRIPTION. Form 990, Part VI, Section A, line 7b PLEASE REFER TO PART VI, SECTION A, LINE 1 DESCRIPTION. Form 990, Part VI, Section B, line 11 The board retains the services of an independent CPA firm to prepare the ABMS-REF Form 990. The independent CPA firm presents the Form 990 to management and the finance and audit committee and the finance and audit committee reviews and approves the Form 990. The finance and audit committee then provides a full copy to all voting members of the governing body. The form 990 is also reviewed by the board of directors before it is filed. Form 990, Part VI, Section B, line 12c On an annual basis, board and committee members are required to disclose conflicts and dualities of interest in writing. At the beginning of all board AND BOARD COMMITTEE meetings members are required to disclose conflicts of interest and dualities. The minutes of the board and of all board committees shall contain: the names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or potential conflict or duality of interest, the nature of the financial interest, any action taken to determine whether a conflict or duality of interest was present, and the board's or committee's determination as to whether a conflict or duality or interest in fact existed. Form 990, Part VI, Section B, line 15 COMPENSATION IS determined by a related organization for the President and other key employees. For the ABMS-REF's President's COMPENSATION: 1 Members of the executive committee of ABMS, who are independent, set the COMPENSATION for the President. 2 an outside COMPENSATION CONSULTING firm also participates in the compensation process 3 comparability data from member boards and similar not for profit medical organizations is reviewed. For Key Employees The ABMS-REF President sets COMPENSATION in consultation with an outside consulting firm and considering comparability data. COMPENSATION IS allocated to the American board of medical specialties research and education foundation (foundation) based on the time spent on the foundation's activities. Form 990, Part VI, Section C, line 19 The bylaws including the conflict of interest policy along with the financial statements are published in the annual report. Governing documents and financial statements are also available through applicable governmental agencies and through Guidestar.org FORM 990, PART VII, SECTION A - COMPENSATION THE COMPENSATION FROM A RELATED ORGANIZATION, AMERICAN BOARD OF MEDICAL SPECIALTIES (ABMS) REPORTED IN PART VII IS THE COMPENSATION PAID BY ABMS FOR A FULL-TIME POSITION. HOWEVER A PORTION OF THE INDIVIDUAL'S TIME IS DEVOTED TO THE FILING ORGANIZATION, ABMS-REF, AND IS REIMBURSED BY THE ABMS-REF. Form 990 Part IV, Line 33 The organization neither owns nor controls any disregarded entity as defined in form 990 instructions. American board of medical specialties (ABMS), an Illinois non-for-profit corporation exempt from federal income tax under irc sec. 501(c)(6), is the sole corporate member of the organization and, by possession of its reserved powers, meets the definition of majority parental control under the form 990 instructions. ABMS, among its other powers, elects the entire board of directors for the ABMS-REF. In addition, ABMS has 24 not-for-profit and tax exempt voting member organizations constituting the 24 certifying boards of the ABMS-Recognized medical specialties: 1. The American board of allergy and immunology, inc.; 2. The American board of anesthesiology, inc.; 3. The American board of colon and rectal surgery, inc.; 4. The American board of dermatology, inc.; 5. The American board of emergency medicine, inc.; 6. The American board of family medicine, inc.; 7. The American board of internal medicine, inc.; 8. The American Board of Genetics and Genomics, Inc.; 9. The American board of neurological surgery, inc.; 10. The American board of nuclear medicine, inc.; 11. The American board of obstetrics and gynecology, inc.; 12. The American board of ophthalmology, inc.; 13. The American board of orthopaedics surgery, inc.; 14. The American board of otolaryngology, inc.; 15. The American board of pathology, inc.; 16. The American board of pediatrics, inc.; 17. The American board of physical medicine and rehabilitation, inc.; 18. The American board of plastic surgery, inc.; 19. The American board of preventative medicine, inc.; 20. The American board of psychiatry and neurology, inc.; 21. The American board of radiology, inc.; 22. The American board of surgery, inc.; 23. The American board of thoracic surgery, inc.; 24. The American board of urology, inc. Both volunteer directors and salaried executives from such boards, as well as independent public members, serve on the abms board of directors and, ex officio, on the ABMS-REF's board of directors. However, no such specialty certifying board ever nominates, sponsors or controls more than two (2) voting members of the ABMS-REF board of directors and, accordingly, none of them meets the majority control requirements of the definition of "related party" for schedule r. THE ABMS-REF's BYLAWS, AS WELL AS ITS POLICIES AND PROCEDURES, INCLUDE PROVISIONS (A) REQUIRING FULL DISCLOSURE OF CONFLICTS OF INTEREST AND DUALITIES OF INTEREST, AND (B) PROHIBITING A DIRECTOR, OFFICER OR EMPLOYEE OF THE ORGANIZATION FROM PARTICIPATING IN ANY DECISION REGARDING A MATTER IN WHICH SUCH PERSON IS CONFLICTED. ABMS INTERNATIONAL LLC 353 NORTH CLARK STREET SUITE 1400 Chicago IL 60654 274201101 CERTIFICATION ACTIVITIES OUTSIDE THE U.S. IL 4452522 3411701 ABMS ABMS SINGAPORE LLC 353 NORTH CLARK STREET SUITE 1400 Chicago IL 60654 274201326 CERTIFICATION ACTIVITIES IN SINGAPORE IL 0 0 ABMS INTERNATIONAL LLC ABMS Solutions LLC 353 NORTH CLARK STREET SUITE 1400 chicago IL 60654 453952583 PROVIDING CERTIFICATION SOLUTIONS FOR CREDENTIALERS IL 3825436 2894832 ABMS American Board of Medical Specialties 353 NORTH CLARK STREET SUITE 1400 chicago IL 60654 410847713 establish standards for physician specialty certification IL 501(c)(6) None 0 Multi-Specialty Portfolio Approval Program Organization 353 NORTH CLARK STREET SUITE 1400 CHICAGO IL 60654 465431221 PROMOTING PARTICIPATION IN COMPETENCY AND QI PROGRAMS BY PHYSICIANS IL 501(c)(3) Line 9 ABMS 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 AMERICAN BOARD OF MEDICAL SPECIALTIES P 702005 audited expense report