2013-09-12T14:28:42-05:00 2012-12-31 BDO USA LLP 330 N Wabash Suite 3200 CHICAGO IL 60611 990 2012-01-01 363999004 INTERNATIONAL CODE COUNCIL INC % JOHN BELCIK CFO INTE 2065274600 500 NEW JERSEY AVE NW NO 600 Suite WASHINGTON DC 200012070 DOMINIC SIMS 8884227233 2013-08-20 true Rebekuh Eley 3128569100 2012 2016-02-24 21:20:13Z ICC DOMINIC P SIMS 500 NEW JERSEY AVE NW NO 600 WASHINGTON DC 200012070 49064101 false X www.iccsafe.org X 1994 CA protecting people's health, safety & welfare by creating better buildings & safer communities. 18 15 319 1052 30909 2058517 2044821 29400180 25682457 144744 164549 20942815 16272401 52546256 44164228 0 0 0 0 28612221 28611173 0 0 0 21575795 20185348 50188016 48796521 2358240 -4632293 43091792 30610690 37541187 29501058 5550605 1109632 X See Schedule O. true false THE ICC EVALUATION SERVICE DEPARTMENT OF ICC: SEE SCHEDULE O. THE PRODUCT DEVELOPMENT GROUP: SEE SCHEDULE O. TECHNICAL SERVICES: SEE SCHEDULE O. false true false true false false false false false true false false true true true false true false true true false false false false false false false false true false false false false true false false false false false true true true true false true 201 0 true 319 true true true false false false true true false X 18 15 false false false false true true true true true false true false true true true true true true true true false CA X JOHN BELCIK CFO 8884227233 4051 W FLOSSMOOR RD COUNTRY CLUB HILLS IL 60478 Ronald Piester 1.0 X 0 Stephen Jones 1.0 X 0 Guy Tomberlin 1.0 X 0 William Dupler 1.0 X 0 Robert Boyer 1.0 X 0 Jim Brown 1.0 X 0 William Bryant 1.0 X 0 Robert Drexler 1.0 X 0 Jay Elbettar 1.0 X 0 M Dwayne Garriss 1.0 X 0 Ronald Hoover 1.0 X 0 alexander olszowy III 1.0 X 0 patrick parsley 1.0 X 0 tina rakes 1.0 X 0 ravi shah 1.0 X 0 richard truitt sr 1.0 X 0 greg wheeler 1.0 X 0 jeff whitney 1.0 X 0 gregori anderson 1.0 X 0 james brothers 1.0 X 0 john leyden 1.0 X 0 Dominic Sims 29.0 11.0 X 273143 35940 32444 John Belcik 29.0 11.0 X 199567 33262 34503 Richard Weiland 29.0 11.0 X 562517 80359 36843 David DeCourcy 35.0 5.0 X 289302 41329 38416 Mark Johnson 39.0 1.0 X 277091 26865 Thomas Frost 39.0 1.0 X 215936 32833 Sara Yerkes 40.0 X 209048 10236 Michael Pfeiffer 40.0 X 204983 31931 Terry Eddy 40.0 X 173434 27596 Sanjay Gupta 40.0 X 159320 32018 David Dufresne 40.0 X 159121 29240 Shahin Moinian 40.0 X 226887 32537 Gary Nichols 40.0 X 173714 31107 Andrew Azzara 40.0 X 221302 24649 Richard Okawa 40.0 X 194822 29239 Joshua Batkin 40.0 X 193919 5029 Jay Peters 40.0 X 173779 25326 John Battles 40.0 X 164589 31036 4072474 190890 511848 18 false true false BUCHANAN ASSOCIATES PO BOX 203475 DALLAS TX 75320 IT SUPPORT 953509 SHERIDAN BOOKS INC 613 EAST INDUSTRIAL DR CHELSEA MI 48118 PUBLISHING SERVICES 808463 NATIONAL ASSOCIATION OF REALTORS 4678 WORLD PARKWAY CIRCLE ST LOUIS MO 43134 RENT 574458 CENGAGE LEARNING PO BOX 95999 CHICAGO IL 60694 PUBLISHING SERVICES 397813 BINGHAM MCCUTCHEN LLP 2020 K STREET WASHINGTON DC 20006 LEGAL SERVICES 389920 34 2019459 25362 2044821 EVALUATION SERVICES 900099 13832005 13832005 MEMBERSHIP DUES 900099 4190625 4190625 CERTIFICATION 900099 3920999 3920999 TRAINING & EDUCATION 900099 1958323 1958323 CONFERENCES 900099 645325 645325 1135180 1135180 25682457 146744 146744 0 964628 964628 302161 302161 0 302161 302161 17805 17805 17805 17805 0 0 19831168 4899873 14931295 14931295 COMMUNICATIONS 541800 30909 30909 OTHER REVENUE 900099 43408 43408 74317 44164228 40613752 30909 1474746 0 0 0 0 3124063 0 18949088 399411 4668814 1469797 0 598410 138276 0 0 0 0 1122514 582663 816475 0 1362762 1415818 0 2550254 139658 0 1821685 315197 OUTSIDE SERVICES 6112666 TAXES/LICENSE/FEES 899719 EQUIPMENT 524525 BUILDING MAINTENANCE 470349 1314377 48796521 4840991 1977032 0 0 0 0 4232388 1883461 0 0 0 0 0 0 2549037 1654817 548570 498710 28801537 20445473 8740181 8356064 4177432 4459675 0 0 0 0 153287 116797 17849906 11664134 43091792 30610690 3938620 5097396 0 0 5562866 5661109 0 0 0 0 0 0 0 0 0 0 28039701 18742553 37541187 29501058 X 5550605 1109632 0 0 0 0 5550605 1109632 43091792 30610690 X -4632293 191320 X X false true X true false RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED false false false 4190625 118000 118000 118000 848703 848703 10662993 5968683 4694310 131100 131100 14429500 11852384 2577116 2729241 2493306 235935 8356064 OTHER RECEIVABLE 165363 DUE FROM AFFILIATE 11498771 11664134 0 DEPOSITS 496250 ACCRUED EMPLOYEE BENEFITS 2773564 DUE TO AFFILIATES 15472739 18742553 X 51102385 191320 6746837 6938157 44164228 44164228 57014414 8217893 8217893 48796521 48796521 PART X, LINE 2 THE COUNCIL FOLLOWS THE PROVISIONS OF ACCOUNTING STANDARDS CODIFICATION ("ASC") 740-10-25, "INCOME TAXES," WHICH REQUIRES THAT REALIZATION OF AN UNCERTAIN INCOME TAX POSITION MUST BE "MORE LIKELY THAN NOT" (I.E. GREATER THAN 50% LIKELIHOOD OF RECEIVING BENEFIT) BEFORE IT CAN BE RECOGNIZED IN THE FINANCIAL STATEMENTS. FURTHER, ASC 740-10-25 PRESCRIBES THE BENEFIT TO BE RECORDED IN THE FINANCIAL STATEMENTS AS THE AMOUNT MOST LIKELY TO BE REALIZED ASSUMING A REVIEW BY THE TAX AUTHORITIES HAVING ALL RELEVANT INFORMATION AND APPLYING CURRENT CONVENTIONS. ASC 740-10-25 ALSO CLARIFIES THE FINANCIAL STATEMENT CLASSIFICATION OF TAX RELATED PENALTIES AND INTEREST AND SETS FORTH DISCLOSURES REGARDING UNRECOGNIZED TAX BENEFITS. THE COUNCIL DOES NOT BELIEVE THERE ARE ANY UNCERTAIN TAX POSITIONS THAT SHOULD BE RECORDED. NO INTEREST OR PENALTIES WERE INCLUDED IN THE CONSOLIDATED STATEMENTS OF ACTIVITIES FOR THE YEARS ENDED DECEMBER 31, 2012 OR 2011. TAX YEARS GOING BACK TO 2009 REMAIN OPEN TO EXAMINATION. SHOULD THE COUNCIL NEED TO ACCRUE INTEREST OR PENALTIES ON UNCERTAIN TAX POSITIONS, IT WOULD RECOGNIZE THE INTEREST AS INTEREST EXPENSE AND THE PENALTIES AS OTHER EXPENSES. PART XI, LINE 2D - OTHER ADJUSTMENTS COST OF GOODS SOLD: 4,899,873 REVENUE REALTED TO SUBSIDIARIES ON CONSOLIDATED FINANCIAL STATEMENTS: 1,846,964 PART XII, LINE 2D - OTHER ADJUSTMENTS COST OF GOODS SOLD: 4,899,873 EXPENSES RELATED TO SUBSIDIARIES ON CONSOLIDATED FINANCIAL STATEMENTS: 3,318,020 North America 0 8 Program Services SEE PART V 9563 East Asia and the Pacific 0 8 Program Services SEE PART V 18623 Middle East and North Africa 0 1 Program Services SEE PART V 766 Central America and the Caribbean 0 0 Program Services SEE PART V 0 Europe (Including Iceland and Greenland) 0 2 Program Services SEE PART V 2748 South America 0 4 Program Services SEE PART V 3708 0 23 0 23 35408 35408 false false false false false false SCHEDULE F, PART I, LINE 2: INTERNATIONAL CODE COUNCIL, INC DOES NOT PROVIDE GRANTS OR ASSISTANCE TO PERSONS OR ENTITIES OUTSIDE OF THE UNITED STATES. SCHEDULE F, PART I, LINE 3, COLUMN (E) NORTH AMERICA: CONSULTING SERVICES TO ASSIST FOREIGN COUNTRIES WITH FORMULATING THEIR OWN RESIDENTIAL BUILDING CODE PROGRAM EAST ASIA & THE PACIFIC: CONSULTING/TRAINING WITH REGARD TO ICC'S BUILDING CODES. MIDDLE EAST & NORTH AFRICA: CONSULTING/TRAINING WITH REGARD TO ICC'S BUILDING CODES; PERSONNEL CERTIFICATION CENTRAL AMERICA & THE CARIBBEAN: CONSULTING/TRAINING WITH REGARD TO ICC'S BUILDING CODES; PERSONNEL CERTIFICATION EUROPE: CONSULTING/TRAINING WITH REGARD TO ICC'S BUILDING CODES SOUTH AMERICA: CONSULTING/TRAINING WITH REGARD TO ICC'S BUILDING CODES. X X true true X X X X true true false Dominic Sims 252785 33261 20358 2679 7291 959 21381 2813 301815 39712 John Belcik 199239 33207 328 55 5786 964 23788 3965 229141 38191 Richard Weiland 448409 64058 114108 16301 6694 956 25544 3649 594755 84964 David DeCourcy 235865 33695 53437 7634 7540 1077 26074 3725 322916 46131 Mark Johnson 268003 9088 7506 19359 303956 Andrew Azzara 160072 61230 4867 19782 245951 Thomas Frost 207494 8442 6300 26533 248769 Sara Yerkes 202832 6216 6000 4236 219284 Michael Pfeiffer 196943 8040 6000 25931 236914 Richard Okawa 129382 65440 3819 25420 224061 Joshua Batkin 173635 20284 2344 2685 198948 Jay Peters 171462 2317 25326 199105 Terry Eddy 168562 4872 5100 22496 201030 John Battles 158129 6460 4821 26215 195625 Sanjay Gupta 158867 453 4538 27480 191338 David Dufresne 138682 20439 4263 24977 188361 Shahin Moinian 225910 977 6900 25637 259424 Gary Nichols 172382 1332 5294 25813 204821 PART I, LINE 1A: PURSUANT TO A WRITTEN POLICY, THE ICC BOARD AUTHORIZED (I) A LIMITED ALLOWANCE FOR TRAVEL BY SPOUSES/COMPANIONS TO CERTAIN ICC FUNCTIONS AND (II) THE 'GROSSING UP' OF REIMBURSEMENTS FOR SPOUSE/COMPANION/FAMILY TRAVEL FOR TAX PURPOSE. PURSUANT TO A WRITTEN POLICY, THE ICC BOARD AUTHORIZED (I) A LIMITED ALLOWANCE TO BE SPENT ON TOKENS OF APPRECIATION TO THE BOARD MEMBERS FOR THEIR VOLUNTEER SERVICE TO ICC AND (II) THAT ADDITONAL AMOUNTS WILL BE INCLUDED IN SUCH TOKENS OF APPRECIATIONS SUCH THAT THEY ARE 'GROSSED UP' FOR TAX PURPOSES. Part I, Line 4a & 4b On September 15, 2012 Rick Weiland resigned his position as Chief Executive Officer of the International Code Council, Inc (ICC). He has continued to receive compensation from ICC in the role of advisor to the ICC President through September 15, 2013. He was paid $136,367 in 2012 in his role as special advisor to the ICC President. During the period Mr. Weiland serves as advisor to the ICC President, he may also seek or obtain other employment or pursue other business interests. INT'L CODE COUNCIL FOUNDATION COMMON BOARD MEMBER 0 SEE SCHEDULE R false Form 990, Part III, Line 1 Protecting the health, safety, and welfare of people by creating better buildings and safer communities. this is accomplished by providing the highest quality codes, standards, products, and services for all concerned with safety & performance of the built environment. Form 990, Part III, Line 2 IN 2012, THE INTERNATIONAL CODE COUNCIL LAUNCHED TWO NEW COMMERCIAL ENERGY EXAMS BASED ON IESS AND ASHRAE 90.1. NEW UST EXAM PROGRAMS FOR MICHIGAN WERE INTRODUCED IN 2012 AS WELL AS NEW CONTRACTOR/TRADE EXAMS FOR VARIOUS STATES. ICC ADDED NEW ELECTRONIC/E-LEARNING SERVICES TO OUR PRODUCT OFFERINGS. ICC TO THE POINT WEBINARS AND PREMIER ONLINE CODE TRAINING WERE ADDED. THE ICC TO THE POINT WEBINARS IS PRESENTED BY THE PUBLICATION AUTHORS OR INDUSTRY EXPERTS. THE PREMIER ONLINE CODE TRAINING WAS DESIGNED TO PRESENT INFORMATION IN A SELF-PACED FORMAT WITH INTERACTIVE ACTIVITIES, VIDEOS AND OTHER MEDIA. ICC INTRODUCED PRODUCT LISTING TO CONSENSUS STANDARDS AND PLANT INSPECTIONS FOR MANUFACTURING PLANTS NEVER INSPECTED BEFORE BY ICC-ES Form 990, Part III, Line 4a THE EVALUATION SERVICE DEPARTMENT OF ICC PERFORMS TECHNICAL EVALUATIONS OF BUILDING PRODUCTS, COMPONENTS, METHODS, AND MATERIALS. THE EVALUATION PROCESS CULMINATES WITH THE ISSUANCE OF TECHNICAL REPORTS THAT, BECAUSE THEY DIRECTLY ADDRESS THE ISSUE OF CODE COMPLIANCE, ARE EXTREMELY USEFUL TO BOTH REGULATORY AGENCIES AND BUILDING-PRODUCT MANUFACTURERS. AGENCIES USE EVALUATION REPORTS TO HELP DETERMINE CODE COMPLIANCE AND ENFORCE BUILDING REGULATIONS; MANUFACTURERS USE REPORTS AS EVIDENCE THAT THEIR PRODUCTS (AND THIS IS ESPECIALLY IMPORTANT IF THE PRODUCTS ARE NEW AND INNOVATIVE) MEET CODE REQUIREMENTS AND WARRANT REGULATORY APPROVAL. ICC-ES EVALUATION REPORTS ARE PUBLIC DOCUMENTS, AVAILABLE FREE OF CHARGE ON THE WORLDWIDE WEB, NOT ONLY TO BUILDING REGULATORS AND MANUFACTURERS, BUT ALSO TO CONTRACTORS, SPECIFIERS, ARCHITECTS, ENGINEERS, AND ANYONE ELSE WITH AN INTEREST IN THE BUILDING INDUSTRY. ALL OF THESE PEOPLE LOOK TO ICC-ES EVALUATION REPORTS FOR EVIDENCE THAT PRODUCTS AND SYSTEMS ARE CODE-COMPLIANT. -EPA RECOGNITION OF ICC-ES AS A CERTIFICATION BODY FOR THE ENERGY STAR SEAL AND INSULATE AND ROOFING PROGRAMS. -SCC ACCREDITATION OF ICC-ES FOR PLUMBING, AND MECHANICAL PRODUCT EVALUATION GAVE US ACCESS TO CERTIFY PRODUCTS FOR THE CANADIAN MARKET. Form 990, Part III, Line 4b THE PRODUCT DEVELOPMENT GROUP REMAINS STRONGLY COMMITTED TO DELIVERING ON THE FOUR PILLARS THAT SUPPORT THE CODE COUNCIL BRAND: QUALITY, INNOVATION, PARTNERSHIP AND STRENGTH. DURING 2012 MEMBERS WITNESSED THE RELEASE OF TWO NEW INTERNATIONAL CODES, THE 2012 INTERNATIONAL GREEN CONSTRUCTION CODE AND THE 2012 INTERNATIONAL SWIMMING POOL AND SPA CODE. ICC ALSO RELEASED MANY 2012 I-CODE BASED SUPPORT PUBLICATIONS AND PARTNERED WITH VARIOUS PUBLISHERS AND INDUSTRY ASSOCIATIONS ON JOINT PUBLICATION OFFERINGS. ADDITIONALLY, ICC EXPANDED ITS ELECTRONIC OFFERINGS TO INCLUDE THE CODES FOR KINDLE, IPAD, AND NOOK DEVICES. Form 990, Part III, Line 4c TECHNICAL SERVICES CONSISTS OF CODE AND STANDARDS DEVELOPMENT AND ARCHITECTURAL AND ENGINEERING SERVICES. THE TECHNICAL SERVICES PROFESSIONAL EMPLOYEES ARE RESPONSIBLE FOR THE DEVELOPMENT, MAINTENANCE AND SUPPORT OF THE ENTIRE FAMILY OF INTERNATIONAL CODES, STANDARDS AND CORRESPONDING CODE COMMENTARIES, THE DEVELOPMENT OF NEW CODES AS DIRECTED BY THE BOARD, AS WELL AS RELATED TECHNICAL SUPPORT SERVICES, INCLUDING CODE OPINIONS, COMMITTEE INTERPRETATIONS, PLAN REVIEWS, TECHNICAL CONSULTING, BUILDING DEPARTMENT AUDITS, AND CONTRACTS WITH FEDERAL, STATE AND LOCAL GOVERNMENTS. Form 990, Part III, Line 4d TRAINING AND EDUCATION (T&E) DEPARTMENT: THE INTERNATIONAL CODE COUNCIL (ICC) OFFERS A COMPREHENSIVE EDUCATIONAL EXPERIENCE FOR THE COMMUNITY OF BUILDING CODE PROFESSIONALS. ICC IS COMMITTED TO LIFELONG LEARNING AND HIGH STANDARDS FOR ALL OF OUR PROGRAMS. OUR EDUCATIONAL PROGRAMS FOCUS ON THE INTERNATIONAL CODES (I-CODES) AND OTHER CONSTRUCTION-INDUSTRY RELATED AREAS, INCLUDING CODE ADOPTION, COMPLIANCE AND ENFORCEMENT, AND OTHER TOPICS. PARTICIPANTS LEARN TECHNICAL CODE COMPETENCE BY ACQUIRING SKILLS AND BEST PRACTICES THROUGH PROGRAMS DEVELOPED BY LEADING EXPERTS IN THE FIELD. ICC'S EDUCATION EFFORTS ARE DRIVEN BY THE TRAINING & EDUCATION DEPARTMENT AND ITS EXTENDED TEAM OF EXPERT INSTRUCTIONAL DESIGNERS AND DEVELOPERS, SUBJECT MATTER EXPERTS, INDUSTRY-LEADING INSTRUCTORS, AND CLIENT SERVICES ADMINISTRATORS. THE MISSION OF THE TRAINING & EDUCATION DEPARTMENT IS TO PROVIDE ECONOMICAL, ACCESSIBLE, AND HIGH-QUALITY CODE AND ANCILLARY TRAINING SERVICES TO ICC MEMBERS AND THE GREATER DESIGN AND CONSTRUCTION-RELATED INDUSTRIES. THE ICC MISSION ALSO INCLUDES THE ADVANCEMENT OF THE PROFESSION OF CODE ADMINISTRATION AND ITS ENFORCEMENT BY PROMOTING PROFESSIONAL PRACTICE, UPHOLDING TECHNICAL COMPETENCE, AND FACILITATING CAREER PROGRESSION. CERTIFICATION AND TESTING DEPARTMENT: CERTIFICATION AND TESTING DEVELOPS, MANAGES, AND ADMINISTERS NATIONAL AND JURISDICTIONAL CERTIFICATION PROGRAMS. WITH MORE THAN 60 NATIONAL I-CODE BASED CERTIFICATION EXAMS AND 500+ NATIONAL AND JURISDICTION-SPECIFIC CONTRACTOR/TRADES EXAMS, THIS DEPARTMENT ADMINISTERS OVER 35,000 EXAMS A YEAR. CERTIFICATION AND TESTING CONTINUES UPGRADING SKILL SETS AND KNOWLEDGE OF THE TEAM THROUGH RESEARCH AND TRAINING IN PSYCHOMETRIC STANDARDS AND PRACTICES. KEY AREAS OF FOCUS IN 2012 INCLUDED SIGNIFICANT UPDATING AND ADDITIONS TO THE NATIONAL CERTIFICATION QUESTION BANKS; PREPARATION FOR THE MIGRATION OF THE CONTRACTOR/TRADES COMPUTER-BASED TESTING CAPABILITIES TO A NEW PLATFORM WITH OUR PARTNER, PEARSON VUE; PREPARATION FOR OFFERING MULTIPLE CODE YEAR-BASED EXAMS VIA COMPUTER-BASED TESTING; THE DEVELOPMENT OF CONTRACTOR/TRADES PROGRAMS THROUGHOUT THE U.S.; AND EXPANSION OF THE CANADIAN EXAM PROGRAMS. GLOBAL SERVICES DEPARTMENT: 'STRATEGIC PLAN FOR GLOBAL EXPANSION' IS PAVING THE WAY TO ENGAGE THE GLOBAL MARKET WITH INCREASED USE AND APPLICATION OF ICC'S CODES, STANDARDS, RELATED TECHNICAL INFORMATION, AND A VARIETY OF CONFORMITY ASSESSMENT AND ENFORCEMENT PROGRAMS THROUGHOUT THE WORLD. MEMBER SUPPORT DEPARTMENT: A TEAM OF 9 IS AVAILABLE TO SUPPORT MEMBERS AND POTENTIAL MEMBERS VIA PHONE, MAIL, AND ELECTRONIC COMMUNICATION. A BOARD-APPOINTED MEMBERSHIP COMMITTEE PROVIDES FEEDBACK AND GUIDANCE. MEMBERSHIP STAFF ASSIST NEW MEMBERS AS THEY JOIN THE ORGANIZATION, RENEW MEMBERSHIPS AND MAINTAIN THE LIST OF GOVERNMENTAL MEMBER VOTING REPRESENTATIVES. CALL CENTER REPRESENTATIVES ASSIST HUNDREDS OF CALLERS EACH DAY. THE CODE COUNCIL BOASTS MORE THAN 50,000 MEMBERS. MEMBERSHIP OPPORTUNITIES ARE AVAILABLE FOR GOVERNMENTAL CODE ENFORCEMENT PERSONNEL, PRIVATE ORGANIZATIONS INVOLVED IN CODE-RELATED PROFESSIONS, AND INDIVIDUALS INTERESTED IN THE ACTIVITIES OF THE INTERNATIONAL CODE COUNCIL. Form 990, Part VI, Section A, Line 1 ICC HAS A BOARD EXECUTIVE COMMITTEE, COMPOSED OF THE PRESIDENT, THE VICE PRESIDENT, THE SECRETARY/TREASURER AND THE IMMEDIATE PAST PRESIDENT. THE EXECUTIVE COMMITTEE HAS AUTHORITY TO ACT IN MATTERS SPECIFICALLY DELEGATED BY THE BOARD OF DIRECTORS, AND TO TAKE ACTION ON SUCH MATTERS AS DEEMED PRUDENT IN FURTHERANCE OF THE GENERAL OBJECTIVES OF THE COUNCIL. IF AN URGENT SITUATION ARISES AND THE PRESIDENT DETERMINES A MATTER REQUIRES IMMEDIATE ACTION OR A TIMELY DECISION, AND IT IS NOT PRACTICAL TO CONVENE A QUORUM OF THE BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE ACTS ON BEHALF OF THE BOARD UNLESS OTHERWISE SPECIFICALLY PROVIDED. THE EXECUTIVE COMMITTEE AND THE CHIEF EXECUTIVE OFFICER MEET AS NECESSARY, BETWEEN MEETINGS OF THE BOARD OF DIRECTORS. ACTIONS TAKEN BY THE EXECUTIVE COMMITTEE ARE REPORTED TO THE BOARD OF DIRECTORS WITHOUT DELAY. Form 990, Part VI, Section A, Line 6 THE ICC HAS SEVERAL CATEGORIES OF MEMBERSHIP. ONLY GOVERNMENTAL MEMBERS (REPRESENTED BY THEIR GOVERNMENTAL VOTING REPRESENTATIVES) AND HONORARY MEMBERS OF ICC (COLLECTIVELY, ICC VOTING MEMBERS) HAVE THE RIGHT TO VOTE FOR THE ELECTION OF DIRECTORS. MEMBERS OF THE BOARD OF DIRECTORS ARE ELECTED FOR A TERM OF THREE YEARS, AND MAY NOT SERVE FOR MORE THAN TWO CONSECUTIVE FULL TERMS. Form 990, Part VI, Section A, Line 7A ONLY GOVERNMENTAL MEMBERS (REPRESENTED BY THEIR GOVERNMENTAL VOTING REPRESENTATIVES) AND HONORARY MEMBERS OF ICC (COLLECTIVELY, "ICC VOTING MEMBERS") HAVE THE RIGHT TO VOTE FOR THE ELECTION OF DIRECTORS. MEMBERS OF THE BOARD OF DIRECTORS ARE ELECTED FOR A TERM OF THREE YEARS, AND MAY NOT SERVE MORE THAN TWO CONSECUTIVE FULL TERMS. Form 990, Part VI, Section A, Line 7B THE BYLAWS PROVIDE THAT A DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS, DISSOLUTION, AMENDEMENTS TO THE ARTICLES OF INCORPORATION OR AMENDEMENTS TO THE BYLAWS ARE SUBJECT TO APPROVAL BY THE ICC VOTING MEMBERS. Form 990, Part VI, Section B, Line 10B THOUGH THE ICC DOES HAVE CHAPTERS, THE ICC DOES NOT HAVE LEGAL AUTHORITY TO EXERCISE SUPERVISION OR CONTROL OVER THESE CHAPTERS. Form 990, Part VI, Section B, Line 11 ICC'S TAX RETURNS ARE PREPARED BY FINANCIAL STAFF, TOGETHER WITH OUTSIDE ACCOUNTANTS, AND REVIEWED BY THE CHIEF EXECUTIVE OFFICER, CHIEF OPERATING OFFICER, AND GENERAL COUNSEL. OTHER STAFF MEMBERS ARE ASKED TO REVIEW AND PROVIDE INPUT AS DEEMED NECESSARY. A COMPLETED COPY OF ICC'S FORM 990 IS PROVIDED TO THE BOARD OF DIRECTORS PRIOR TO FILING. Form 990, Part VI, Section B, Line 12C ICC REQUIRES THAT DIRECTORS AND SENIOR MANAGEMENT ANNUALLY DISCLOSE INTERESTS THAT COULD GIVE RISE TO CONFLICTS. THE PRESIDENT REVIEWS DISCLOSURES PROVIDED BY THE BOARD, AND THE CEO REVIEWS DISCLOSURES PROVIDED BY SENIOR MANAGEMENT. THE PRESIDENT AND CEO MAY SEEK GUIDANCE OF THE GENERAL COUNSEL OR OUTSIDE COUNSEL AS DEEMED NECESSARY. Form 990, Part VI, Section B, Line 15 ICC HAS ADOPTED A COMPENSATION POLICY THAT PROVIDES THAT (I) THE ICC CEO COMPENSATION IS REVIEWED BY AN INDEPENDENT BOARD OF DIRECTORS, USING COMPARABILITY DATA AND THAT THE PROCESS IS DOCUMENTED, AND (II) THE COMPENSATION OF SALARIED OFFICERS AND KEY EMPLOYEES IS RECOMMENDED BY THE ICC CEO TO AN INDEPENDENT EXECUTIVE COMMITTEE FOR APPROVAL, USING COMPARABILITY DATA AND THAT THE PROCESS IS DOCUMENTED. 2012 SALARIES OF ICC'S CEO, SALARIED OFFICERS AND KEY EMPLOYEES WERE DETERMINED PURSUANT TO THIS COMPENSATION POLICY. Form 990, Part VI, Section C, Line 19 ICC'S BYLAWS AND CONFLICT OF INTEREST POLICIES ARE POSTED ON ITS WEBSITE. IT IS ICC'S POLICY TO POST, ON ITS WEBSITE, AN ANNUAL REPORT CONTAINING A BALANCE SHEET, INCOME STATEMENT AND STATEMENT OF CASH FLOWS. Form 990, Part XII, Line 2C THE AUDIT OVERSIGHT PROCESS IS UNCHANGED FROM THE PRIOR YEAR. 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