2015-11-12T10:22:15-06:00 2014-12-31 381357951 PLANTE & MORAN PLLC 10 S RIVERSIDE PLAZA 9TH FLOOR CHICAGO IL 60606 990 2014-01-01 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 2015-10-27 1 LU ANN TRAPP P01506476 3122071040 2015-10-27 2014 2016-02-25 16:41:14Z LOIS MARGARET NORA MD J 353 NORTH CLARK STREET NO 1400 CHICAGO IL 60654 1722742 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 VALUE OF 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.RESEARCHIDENTIFY RELIABLE, VALID AND COST EFFECTIVE TOOLS FOR ASSESSING PRACTICE PERFORMANCE OF PHYSICIAN SPECIALISTS, INCLUDING RESEARCH PROGRAMS OR SERVICES UNDER GRANTS. 11 10 0 34 0 0 1887000 1338000 638604 384742 0 0 0 0 2525604 1722742 0 0 0 0 912880 411747 0 0 0 1063708 645834 1976588 1057581 549016 665161 428688 203925 1667493 777569 -1238805 -573644 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. 0 0 439383 0 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 AN ONLINE, PUBLICLY ACCESSIBLE RESEARCH DATABASE PROVIDING RESOURCES ON MAINTENANCE OF CERTIFICATION, BOARD CERTIFICATION, QUALITY IMPROVEMENT, AND CONTINUING MEDICAL EDUCATION; FORMING RESEARCH COLLABORATIONS WITH EXTERNAL INSTITUTIONS; AND DEVELOPING 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. 263124 281518 IMPROVING PERFORMANCE IN PRACTICE (IPIP), ALIGNING FORCES FOR QUALITY (AF4Q):THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION CONTINUED TO REFINE AND IMPLEMENT THE IMPROVING PERFORMANCE IN PRACTICE (IPIP), A PROGRAM CONCEIVED SEVEN YEARS AGO WITH A GRANT FROM ROBERT WOOD JOHNSON (RWJF), THAT CREATED MODELS OF SUPPORT AND COACHING THAT HELPS PRIMARY CARE PHYSICIANS TO IMPROVE OUTCOMES FOR PATIENTS USING PROVEN MEDICAL SYSTEMS AND PROCEDURES. IN 2014, THE FOCUS WAS ON AMBULATORY QUALITY IMPROVEMENT (Q1) IN THE ALIGNING FORCES FOR QUALITY PROGRAM (AF4Q). 92753 103224 1) CMS EPISODE GROUPER THROUGH BRANDEIS UNIVERSITY; 2) PEDIATRIC MEASUREMENT CENTER OF EXCELLENCE (PMCOE) THROUGH MEDICAL COLLEGE OF WISCONSIN: THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION PARTICIPATED IN CONTRACTS TO: ASSIST IN DEVELOPING A PROTOTYPE OF AN EPISODE GROUPER SOFTWARE AND A BUILD-OUT OF THE FULL EPISODE GROUPER SYSTEM FOR USE IN IMPLEMENTING VALUE BASED PURCHASING FOR THE MEDICARE POPULATION; AND TO DEVELOP A CORE SET OF MEASURES FOR CHILDREN'S HEALTH CARE USING PROVEN METHODOLOGIES. BOTH CONTRACTS AIM TO IMPROVE EFFICIENCY AND COST SAVINGS WHILE MAINTAINING A HIGH QUALITY OF CARE. 600 GENERAL RESEARCH INTO FACTORS THAT STRENGTHEN PHYSICIANS' CERTIFICATION PROGRAMS TO PROVIDE BETTER AND MORE COST EFFECTIVE PATIENT CARE BY FOCUSING ON MATCHING TRAINING TO OUTCOMES. 600 795860 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 11 10 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 IL X LAURA SKARNULIS 3124362694 353 NORTH CLARK STREET STE 1400 CHICAGO IL 60654 X VALERIE M PARISI MD MPH MBA CHAIR 0.50 4.00 X X 0 25000 0 THOMAS E NORRIS MD IMMEDIATE PAST CHAIR 0.50 4.00 X X 0 6250 0 JOHN G CLARKSON MD SECRETARY-TREASURER 0.50 4.00 X X 0 0 0 LOIS MARGARET NORA MD JD MBA PRESIDENT & CEO 4.00 46.00 X X 0 717426 45579 JOHN MOORHEAD MD CHAIR ELECT 0.50 4.00 X X 0 18750 0 PAMELA J BOYERS MA PHD MEMBER 0.10 1.00 X 0 0 0 SUSAN DENTZER MEMBER 0.10 1.00 X 0 0 0 THOMAS W HESS JD MEMBER 0.10 1.00 X 0 0 0 EVE KURTIN PHARMD MEMBER 0.50 1.00 X 0 0 0 JAMES G LIFTON MBA MEMBER 0.10 1.00 X 0 0 0 MARGARET E O'KANE MHS MEMBER 0.10 1.00 X 0 0 0 GARY J BECKER MD MEMBER 0.10 1.00 X 0 0 0 MIRIAM BLITZER PHD MEMBER 0.10 1.00 X 0 0 0 JO BUYSKE MD MEMBER 0.10 1.00 X 0 0 0 MICHAEL L CARIUS MD MEMBER 0.10 1.00 X 0 0 0 DANIEL J COLE MD MEMBER 0.10 1.00 X 0 0 0 KIRK FREY MD PHD MEMBER 0.10 1.00 X 0 0 0 LARRY C GILSTRAP MD MEMBER 0.10 1.00 X 0 0 0 LARRY A GREEN MD MEMBER 0.50 1.00 X 0 0 0 ANNE-MARIE IRANI MD MEMBER 0.10 1.00 X 0 0 0 REBECCA L JOHNSON MD MEMBER 0.10 1.00 X 0 0 0 GERALD H JORDAN MD MEMBER 0.10 1.00 X 0 0 0 DENECE O KESLER MD MEMBER 0.10 1.00 X 0 0 0 LYNN O LANGDON MS MEMBER 0.10 1.00 X 0 0 0 JOHN E MAYER JR MD MEMBER 0.10 1.00 X 0 0 0 GAIL MCGUINNESS MD MEMBER 0.10 1.00 X 0 0 0 STANLEY J MILLER MD MEMBER 0.10 1.00 X 0 0 0 ROBERT H MILLER MD MBA MEMBER 0.10 1.00 X 0 0 0 R BARRETT NOONE MD MEMBER 0.10 1.00 X 0 0 0 TAE SUNG PARK MD MEMBER 0.10 1.00 X 0 0 0 TERRANCE D PEABODY MD MEMBER 0.10 1.00 X 0 0 0 BARBARA S SCHNEIDMAN MD MPH MEMBER 0.10 1.00 X 0 0 0 DAVID J SCHOETZ JR MD MEMBER 0.10 1.00 X 0 0 0 BARRY S SMITH MD MEMBER 0.10 1.00 X 0 0 0 DAVID J WILSON MD MEMBER 0.10 1.00 X 0 0 0 JOHN R BOULET PHD MEMBER 0.50 0.00 X 0 0 0 STEVEN J DURNING MD PHD MEMBER 0.50 0.00 X 0 0 0 CATHERINE A MARCO MD MEMBER 0.50 0.00 X 0 0 0 MARY E POST MBA CAE MEMBER 0.50 0.00 X 0 0 0 CARLA M PUGH MD PHD MEMBER 0.50 0.00 X 0 0 0 LIANA PUSCAS MD MEMBER 0.50 0.00 X 0 0 0 LAURA SKARNULIS COO 4.00 46.00 X 0 312291 51927 LISA WASSERMAN CFO (1/1 - 7/31) 4.00 46.00 X 0 212144 19315 YOLANDA DANIEL CFO (10/1 - 12/31) 4.00 46.00 X 0 57864 5822 JOHN MANDELBAUM CHIEF LEGAL OFFICER 4.00 46.00 X 0 246908 47252 KATHLEEN RUFF CHIEF OF STAFF 4.00 46.00 X 0 238849 32586 JENNIFER MICHAEL CIO 4.00 46.00 X 0 211000 17050 MIRA IRONS SVP ACADEMIC AFFAIRS 4.00 46.00 X 0 321492 41953 THOMAS GRANATIR SVP POLICY & EXT. RELATION 4.00 46.00 X 0 234450 45840 KRISTA ALLBEE VP INTERNATIONAL PROG. 4.00 46.00 X 0 190846 31884 CAROL CLOTHIER VP PUBLIC AFFAIRS 4.00 46.00 X 0 183358 26049 0 2976628 365257 1 0 1 0 0 1338000 1338000 RESEARCH & EDUCATION C 900099 384742 384742 384742 1722742 384742 0 0 X 284790 256311 28479 38528 34675 3853 55153 49638 5515 33276 29948 3328 228 205 23 8246 7421 825 304078 273670 30408 22759 20483 2276 7453 6708 745 77702 69932 7770 8526 7673 853 26394 23755 2639 15923 14331 1592 ALLOCATED OVERHEAD FROM 173291 173291 RECRUITMENT 1234 1110 124 1057581 795860 261721 0 145869 119893 268930 84032 13889 0 7374 7374 0 0 428688 203925 208003 0 1459490 777569 1667493 777569 X -1238805 -573644 -1238805 -573644 428688 203925 665161 0 X 0 1 X 1 0 X X 1 ABMS 410847713 501(C)(6) 1 0 1057581 1 0 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 777569 777569 X PART X, LINE 2: GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES OF AMERICA REQUIRE MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY ABMS AND RECOGNIZE A TAX LIABILITY IF ABMS HAS TAKEN AN UNCERTAIN POSITION THAT MORE LIKELY THAN NOT WOULD NOT BE SUSTAINED UPON EXAMINATION BY THE IRS OR OTHER APPLICABLE TAXING AUTHORITIES. MANAGEMENT HAS ANALYZED THE TAX POSITIONS TAKEN BY ABMS AND HAS CONCLUDED THAT AS OF DECEMBER 31, 2014 AND 2013, THERE ARE NO UNCERTAIN POSITIONS TAKEN OR EXPECTED TO BE TAKEN THAT WOULD REQUIRE RECOGNITION OF A LIABILITY OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. ABMS IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, THERE ARE CURRENTLY NO AUDITS FOR ANY TAX PERIODS IN PROGRESS. MANAGEMENT BELIEVES IT IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS FOR YEARS PRIOR TO DECEMBER 31, 2011. 1 0 0 0 0 0 0 0 0 LOIS MARGARET NORA MD JD MBA PRESIDENT & CEO 0 668945 0 48481 0 0 0 34500 0 11079 0 763005 0 0 LAURA SKARNULIS COO 0 283316 0 28975 0 0 0 35240 0 16687 0 364218 0 0 LISA WASSERMAN CFO (1/1 - 7/31) 0 189044 0 0 0 23100 0 3990 0 15325 0 231459 0 0 JOHN MANDELBAUM CHIEF LEGAL OFFICER 0 223808 0 23100 0 0 0 34500 0 12752 0 294160 0 0 KATHLEEN RUFF CHIEF OF STAFF 0 217124 0 21725 0 0 0 32406 0 180 0 271435 0 0 JENNIFER MICHAEL CIO 0 200000 0 11000 0 0 0 16270 0 780 0 228050 0 0 MIRA IRONS SVP ACADEMIC AFFAIRS 0 289967 0 31525 0 0 0 34500 0 7453 0 363445 0 0 THOMAS GRANATIR SVP POLICY & EXT. RELATION 0 212325 0 22125 0 0 0 33009 0 12831 0 280290 0 0 KRISTA ALLBEE VP INTERNATIONAL PROG. 0 180846 0 10000 0 0 0 14678 0 17206 0 222730 0 0 CAROL CLOTHIER VP PUBLIC AFFAIRS 0 177858 0 5500 0 0 0 13966 0 12083 0 209407 0 0 PART I, LINE 3 COMPENSATION IS DETERMINED BY A RELATED ORGANIZATION FOR THE PRESIDENT AND OTHER KEY EMPLOYEES. FOR THE 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 SIMILAR NOT FOR PROFIT HEALTHCARE ORGANIZATIONS AND INSTITUTIONS IS REVIEWED. FOR KEY EMPLOYEES: THE ABMS 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. PART I, LINE 4A LISA WASSERMAN, PRIOR CFO, RECEIVED $59,844 IN COMPENSATION PER THE TERMS OF HER SEPARATION AGREEMENT. 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 2.03 OF THE BYLAWS OF ABMS-REF DATED APRIL 24, 2014 AND ARE AS FOLLOWS: SECTION 2.01. MEMBERSHIP. [ABMS-REF A/K/A] 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. 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 ABMS-REF 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 ABMS-REF'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 AFFILITIONS AND ALL JOINT VENTURES OF THE ABMS-REF INVOLVING CAPITAL INVESTMENTS IN EXCESS OF SUCH AMOUNT AS SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE ABMS-REF. (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 [AS] SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE ABMS-REF. (F) APPROVING THE DISSOLUTION OF AND ALL LIQUIDATIONS FROM THE ABMS-REF. SECTION 2.03. THE SOLE MEMBER SHALL EXERCISE ITS RESERVED POWERS IN THE MANNER PRESCRIBED BY THE SOLE MEMBER'S BYLAWS. FORM 990, PART VI, SECTION A, LINE 4 AT ITS MEETING ON APRIL 24, 2014, THE BOARD OF DIRECTORS OF ABMS-REF AMENDED ITS BYLAWS BY CHANGING THE COMPOSITION OF ITS BOARD OF DIRECTORS. PRIOR TO THE AMENDMENTS, THE BOARD OF DIRECTORS OF ABMS-REF WAS THE SAME AS THE BOARD OF DIRECTORS OF ITS SOLE MEMBER, THE AMERICAN BOARD OF MEDICAL SPECIALTIES ("ABMS"). UNDER THE AMENDED BYLAWS, THERE WILL NOW BE BETWEEN NINE AND SEVENTEEN DIRECTORS, AS DETERMINED BY THE BOARD FROM TIME TO TIME. THE INITIAL BOARD AFTER THE AMENDMENT WILL HAVE NINE DIRECTORS. THE BOARD WILL CONSIST OF TWO EX OFFICIO MEMBERS, THE PRESIDENT OF ABMS AND A MEMBER OF THE ABMS EXECUTIVE COMMITTEE DESIGNATED FROM TIME TO TIME BY THE ABMS EXECUTIVE COMMITTEE, AND BETWEEN SEVEN AND FIFTEEN DIRECTORS THAT WILL BE ELECTED BY THE BOARD OF DIRECTORS AND NOMINATED BY ABMS. THE SLATE OF ELECTED DIRECTORS MUST BE RATIFIED BY THE ABMS BOARD OF DIRECTORS. IN ADDITION, THE BYLAWS NO LONGER PROVIDE FOR THE POSITION OF EXECUTIVE DIRECTOR OF ABMS-REF. 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 990 TO MANAGEMENT AND THE FINANCE AND AUDIT COMMITTEE AND THE FINANCE AND AUDIT COMMITTEE REVIEWS AND APPROVES THE 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 AT THE BEGINNING OF ALL BOARD AND BOARD COMMITTEE MEETINGS MEMBERS ARE ASKED 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 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 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. 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 IX, LINE 11G SUBCONTRACT LABOR: PROGRAM SERVICE EXPENSES 273,670. MANAGEMENT AND GENERAL EXPENSES 30,408. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 304,078. 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 HOLDING COMPANY IL 5034433 3086891 ABMS ABMS SINGAPORE LLC 353 NORTH CLARK STREET SUITE 1400 CHICAGO IL 60654 274201326 CERTIFICATION ACTIVITIES 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 3469401 3561031 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 353 NORTH CLARK STREET SUITE 1400 CHICAGO IL 60654 465431221 PROMOTING PHYSICIAN PARTICIPATION AND COMPETENCY IL 501(C)(3) LINE 9 ABMS 0 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 AMERICAN BOARD OF MEDICAL SPECIALTIES P 777569 AUDITED EXPENSE REPORT AMERICAN BOARD OF MEDICAL SPECIALTIES C 1338000 CASH