2013-11-14T11:07:14-06:00 2012-12-31 381357951 PLANTE & MORAN PLLC 10 S RIVERSIDE PLAZA 9TH FLOOR CHICAGO IL 60606 990 2012-01-01 237304902 AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION AMER 3124362600 222 N LASALLE ST NO 1500 CHICAGO IL 60601 LOIS MARGARET NORA MD JD MBA 3124362600 2013-10-28 1 LU ANN TRAPP P01506476 3122071040 2013-10-28 2012 2016-02-25 16:41:14Z LOIS MARGARET NORA MD J 222 N LASALLE ST NO 1500 CHICAGO IL 60601 1924168 0 X N/A X 1973 IL SEE SCHEDULE O EXPLANATIONTHE THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION 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. 31 30 0 41 0 0 850000 1408000 1192830 516168 0 0 0 0 2042830 1924168 0 0 0 0 1025983 1188541 0 0 0 1588017 1214992 2614000 2403533 -571170 -479365 332748 230920 1641203 2018741 -1308455 -1787821 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 1471676 500 MOC SUPPORT:MOC (MAINTENANCE OF CERTIFICATION) SUPPORT DEVELOPS PERFORMANCE MEASUREMENT TOOLS, SELF-ASSESSMENT PROGRAMS, PATIENT SAFETY COURSES, PRACTICE IMPROVEMENT ACTIVITIES, REGISTRIES AND OTHER SYSTEMS AND TOOLS TO ASSURE HIGH STANDARDS AND ACCOUNTABILITY IN THE PROFESSION OF MEDICINE. ACTIVITIES INCLUDED THE DEVELOPMENT OF A NATIONAL SURGICAL AND PROCEDURAL DATABASE TO CAPTURE, STORE, ANALYZE, AND REPORT ON PATIENT CARE OUTCOMES; WORK WITH THE COUNCIL ON CONTINUING MEDICAL EDUCATION TO CREATE AN EVIDENCE BASED AND CLINICALLY RELEVANT CONTINUING MEDICAL EDUCATION PROGRAM; PARTNERSHIP WITH THE FEDERATION OF STATE MEDICAL BOARDS TO DESIGN A PROGRAM FOR USE IN ASSESSING PHYSICIAN COMPETENCE AS A CONDITION OF RELICENSURE. A RELATED ORGANIZATION PROVIDES A DONATION THAT, IN PART, FUNDS THIS PROGRAM. 420948 495302 IMPROVING PERFORMANCE IN PRACTICE - QUALITY IMPROVEMENTTHE 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 2012, THE FOCUS WAS ON AMBULATORY QUALITY IMPROVEMENT (Q1) IN THE ALIGNING FORCES FOR QUALITY PROGRAM (AF4Q). 155841 20366 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. 94138 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. 94138 2142603 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 5 0 1 0 0 0 0 0 0 0 0 0 0 0 X 31 30 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 IL X LISA WASSERMAN 3124362694 222 N LASALLE ST STE 1500 CHICAGO IL 60601 X JOHN B MCCABE MD 0.50 4.00 X X 0 0 0 THOMAS E NORRIS MD 0.50 4.00 X X 0 18750 0 VALERIE M PARISI MD MPH MBA 0.50 4.00 X X 0 18750 0 JOHN G CLARKSON MD 0.50 4.00 X X 0 0 0 LOIS MARGARET NORA MD JD MBA 4.00 46.00 X X 0 309201 21551 KEVIN B WEISS MD 4.00 46.00 X X 0 586179 71396 JUDITH F BAUMHAUER MD MPH 0.10 1.00 X 0 0 0 GARY J BECKER MD 0.10 1.00 X 0 0 0 MIRIAM G BLITZER PHD 0.10 1.00 X 0 0 0 L EDWARD BRYANT JR JD 0.10 1.00 X 0 0 0 JO BUYSKE MD 0.10 1.00 X 0 0 0 DAVID H CHESTNUT MD 0.10 1.00 X 0 0 0 SUSAN DENTZER 0.10 1.00 X 0 0 0 KIRK A FREY MD PHD 0.10 1.00 X 0 0 0 BRUCE J GANTZ MD 0.10 1.00 X 0 0 0 LARRY C GILSTRAP III MD 0.10 1.00 X 0 0 0 LARRY A GREEN MD 0.10 1.00 X 0 0 0 ANNE-MARIE IRANI MD 0.10 1.00 X 0 0 0 REBECCA L JOHNSON MD 0.10 1.00 X 0 0 0 GERALD H JORDAN MD 0.10 1.00 X 0 0 0 DENESE O KESSLER MD 0.10 1.00 X 0 0 0 WENDY S LEVINSON MD 0.10 1.00 X 0 0 0 JAMES LIFTON MBA 0.10 1.00 X 0 0 0 DENNIS J MATTHEWS MD 0.10 1.00 X 0 0 0 JOHN E MAYER MD 0.10 1.00 X 0 0 0 GAIL A MCGUINNESS MD 0.10 1.00 X 0 0 0 STANLEY J MILLER MD 0.10 1.00 X 0 0 0 JOHN C MOORHEAD MD 0.10 1.00 X 0 0 0 THOMAS A MUSTOE MD 0.10 1.00 X 0 0 0 MARGARET E O'KANE MHS 0.10 1.00 X 0 0 0 TAE SUNG PARK MD 0.10 1.00 X 0 0 0 RANDALL K ROENIGK MD 0.10 1.00 X 0 0 0 BARBARA S SCHNEIDMAN MD MPH 0.10 1.00 X 0 0 0 DAVID J SCHOETZ JR MD 0.10 1.00 X 0 0 0 BARRY S SMITH MD 0.10 1.00 X 0 0 0 JAMES M VANDERPLOEG MD MPH 0.10 1.00 X 0 0 0 DAVID J WILSON MD 0.10 1.00 X 0 0 0 LLOYD MORGAN 4.00 46.00 X 0 355400 0 MARGARET JUNG 4.00 36.00 X 0 217054 45692 JENNIFER MICHAEL 4.00 36.00 X 0 174448 13999 LISA WASSERMAN 4.00 36.00 X 0 169708 32788 RICHARD E HAWKINS MD 12.00 28.00 X 0 423049 19385 TOM GRANATIR 2.00 38.00 X 0 226366 44808 JOHN MANDELBAUM 4.00 36.00 X 0 220389 42114 SHELDON D HOROWITZ 4.00 15.00 X 0 186697 38428 CAROL CLOTHIER 2.00 38.00 X 0 175121 24284 MELICIA POUWELS 26.00 14.00 X 0 162197 24035 0 3243309 378480 0 0 1 0 CINCINNATI CHILDREN'S HOSPITAL MEDICAL C 3333 BURNET AVE CINCINNATI OH 45229 RESEARCH 392797 1 1408000 1408000 RESEARCH & EDUCATION C 900099 515668 515668 OTHER PROGRAM REVENUE 900099 500 500 516168 1924168 516168 0 0 981376 919706 61670 56272 52685 3587 80044 75073 4971 70849 66336 4513 16715 840 15875 10775 10775 43412 40308 3104 47625 46463 1162 111858 104700 7158 72272 72272 279463 144412 135051 55159 51623 3536 10590 1062 9528 RESEARCH SUBCONTRACTORS 560230 560230 RECRUITMENT 6893 6893 2403533 2142603 260930 0 151281 28507 177940 180647 3527 21766 7374 7374 0 0 332748 230920 167326 185012 1473877 1833729 1641203 2018741 X -1308455 -1787821 -1308455 -1787821 332748 230920 -479365 0 X 0 1 X 1 0 X X X 0 0 0 ABMS 410847713 501(C)(6) 1 1 0 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 7374 7374 0 0 DUE TO ABMS 1833729 1833729 X 516168 0 516168 1408000 1408000 1924168 2403533 0 2403533 0 2403533 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X, LINE 2: ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA REQUIRE MANAGEMENT TO EVALUATE TAX POSITIONS TAKEN BY THE FOUNDATION AND RECOGNIZE A TAX LIABILITY IF THE FOUNDATION 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, 2012, 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, 2009. PART XI, LINE 4B - OTHER ADJUSTMENTS: CONTRIBUTION RECORDED AS TRANSFER OF NET ASSETS 1,408,000. 1 1 0 0 0 0 0 0 0 LOIS MARGARET NORA MD JD MBA 0 309201 0 0 0 0 0 0 0 21551 0 330752 0 0 KEVIN B WEISS MD 0 239430 0 29000 0 317749 0 7423 0 63973 0 657575 0 0 LLOYD MORGAN 0 355400 0 0 0 0 0 0 0 0 0 355400 0 0 MARGARET JUNG 0 201573 0 15481 0 0 0 30160 0 15532 0 262746 0 0 JENNIFER MICHAEL 0 164315 0 10133 0 0 0 13285 0 714 0 188447 0 0 LISA WASSERMAN 0 159575 0 10133 0 0 0 18405 0 14383 0 202496 0 0 RICHARD E HAWKINS MD 0 391203 0 31846 0 0 0 7500 0 11885 0 442434 0 0 TOM GRANATIR 0 207010 0 19356 0 0 0 31343 0 13465 0 271174 0 0 JOHN MANDELBAUM 0 197889 0 22500 0 0 0 30550 0 11564 0 262503 0 0 SHELDON D HOROWITZ 0 180949 0 5748 0 0 0 26207 0 12221 0 225125 0 0 CAROL CLOTHIER 0 169901 0 5220 0 0 0 13321 0 10963 0 199405 0 0 MELICIA POUWELS 0 152678 0 9519 0 0 0 12471 0 11564 0 186232 0 0 PART I, LINE 3 COMPENSATION IS DETERMINED BY A RELATED ORGANIZATION FOR THE CEO AND OTHER KEY EMPLOYEES. FOR CEO COMPENSATION: 1 MEMBERS OF THE EXECUTIVE COMMITTEE, WHO ARE INDEPENDENT, SET THE COMPENSATION FOR THE CEO. 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 CEO 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, LINES 4A-B KEVIN B. WEISS, FORMER PRESIDENT AND CEO, RECEIVED $317,749 IN SEVERANCE COMPENSATION FROM ABMS, A RELATED ORGANIZATION. KEVIN B. WEISS, FORMER PRESIDENT AND CEO, ACCRUED BENEFITS OF $33,404 FROM A NON-QUALIFIED DEFERRED COMPENSATION PLAN FROM ABMS, A RELATED ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 1 INDEPENDENT VOTING MEMBERS IN ADDITION TO THE ORGANIZATION'S BOARD OF DIRECTORS AS ITS GOVERNING BODY, SPECIFIED GOVERNANCE/SPONSORSHIP ROLES ARE PLAYED AND DECISIONS ARE MADE, PURSUANT TO EXPLICIT BYLAWS PROVISIONS CONSISTENT WITH ILLINOIS CORPORATE LAW, BY (1) ITS SOLE CORPORATE MEMBER, THE AMERICAN BOARD OF MEDICAL SPECIALTIES (ABMS), AN ILLINOIS NON-FOR-PROFIT CORPORATION EXEMPT FROM FEDERAL INCOME TAX UNDER IRC SEC. 501 (C)(6) AND (2) ITS EXECUTIVE COMMITTEE. THE SOLE MEMBER "RESERVED POWERS" AS SET FORTH IN THE BYLAWS ARE AS FOLLOWS: SECTION 2.1. MEMBERSHIP DEFINED. THE FOUNDATION SHALL HAVE ONE MEMBER, NAMELY: THE AMERICAN BOARD OF MEDICAL SPECIALTIES, A NOT-FOR-PROFIT CORPORATION OF ILLINOIS. IN THESE BYLAWS, THE MEMBER SHALL BE REFERRED TO AS THE "SOLE MEMBER." SECTION 2.2. MEMBER'S 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 ACTIONS REQUIRED TO BE TAKEN OR APPROVED BY THE SOLE MEMBER SHALL BE EXERCISED BY THE SOLE MEMBER'S BOARD OF DIRECTORS AND NOT BY ITS MEMBERS OR BY THE ASSEMBLY OF ITS MEMBERS; (A) ELECTING ALL AT-LARGE DIRECTORS TO THE FOUNDATION'S BOARD OF DIRECTORS AND REMOVING THEM, WITH OR WITHOUT CAUSE. (B) APPOINTING THE CHAIR, VICE CHAIR, AND THE PRESIDENT AND THE CEO OF THE FOUNDATION AND REMOVING THEM, WITH OR WITHOUT CAUSE, SUBJECT TO CONTRACT RIGHTS. (C) AMENDING ARTICLES OF INCORPORATION AND CORPORATE BYLAWS OF THE FOUNDATION. (D) 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. (E) APPROVING ALL MISSION AND/OR VISION STATEMENTS AND ALL STRATEGIC OR LONG-TERM PLANS OF THE FOUNDATION. (F) APPROVING ALL CREATION 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 FORM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (G) APPROVING THE SALE OR ENCUMBRANCE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE FOUNDATION ALL LONG-TERM DEBT IN EXCESS OF SUCH AMOUNT THAT SHALL BE SPECIFIED FROM TIME TO TIME IN WRITING FROM THE SOLE MEMBER TO THE FOUNDATION. (H) APPROVING THE DISSOLUTION OF ALL LIQUIDATIONS FROM THE FOUNDATION. THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS HAS THE BYLAWS AUTHORITY BETWEEN BOARD MEETINGS TO ACT FOR THE BOARD EXCEPT WHERE PROHIBITED BY STATUTE. FORM 990, PART VI, SECTION A, LINE 6 THE SOLE VOTING MEMBER OF THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION 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 ORGANIZATION. 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 ORGANIZATION'S 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 CEO AND OTHER KEY EMPLOYEES. FOR CEO COMPENSATION: 1 MEMBERS OF THE EXECUTIVE COMMITTEE, WHO ARE INDEPENDENT, SET THE COMPENSATION FOR THE CEO. 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 CEO 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, THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION AND IS REIMBURSED BY THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION. 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 ORGANIZATION. 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 MEDICAL GENETICS, 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 ORGANIZATION'S BOARD OF DIRECTORS. HOWEVER, NO SUCH SPECIALTY CERTIFYING BOARD EVER NOMINATES, SPONSORS OR CONTROLS MORE THAN TWO (2) VOTING MEMBERS OF THE ORGANIZATION'S BOARD OF DIRECTORS AND, ACCORDINGLY, NONE OF THEM MEETS THE MAJORITY CONTROL REQUIREMENTS OF THE DEFINITION OF "RELATED PARTY" FOR SCHEDULE R. ADDITIONALLY, SINCE THE ORGANIZATION'S BYLAWS PROVIDE THAT ITS BOARD OF DIRECTORS SHALL BE THE SAME BOARD AS THAT OF THE ABMS, AND THE ABMS BYLAWS REQUIRE THAT A MAJORITY OF THAT BOARD SHALL NEVER BE COMPRISED OF PAID BOARD EXECUTIVES, THE ORGANIZATION IS ASSURED OF ALWAYS HAVING A MAJORITY OF ITS BOARD CONSISTING OF UNPAID VOLUNTEERS. IN THOSE INFREQUENT CIRCUMSTANCES IN WHICH THE ORGANIZATION HAS CONTRACTED OR MIGHT CONTRACT WITH ONE OR MORE OF ITS CERTIFYING BOARDS, THE BYLAW POLICY ON CONFLICTS OR DUALITIES OF INTEREST WOULD REQUIRE FULL DISCLOSURE AND WOULD PROHIBIT PARTICIPATION BY ANY APPLICABLE PAID EXECUTIVE IN THE VOTING OR CONTRACT APPROVAL PROCESS. ABMS INTERNATIONAL LLC 222 N LASALLE ST SUITE 1500 CHICAGO IL 60601 274201101 HOLDING COMPANY IL 3098793 2978431 ABMS ABMS SINGAPORE LLC 222 N LASALLE ST SUITE 1500 CHICAGO IL 60601 274201326 CERTIFICATION ACTIVITIES IL 0 0 ABMS INTERNATIONAL LLC ABMS SOLUTIONS LLC 222 N LASALLE ST SUITE 1500 CHICAGO IL 60601 453952583 PROVIDING CERTIFICATION SOLUTIONS FOR CREDENTIALERS IL 2784523 1976154 ABMS AMERICAN BOARD OF MEDICAL SPECIALTIES 222 NORTH LASALLE STREET SUITE 1500 CHICAGO IL 60601 410847713 ESTABLISH STANDARDS FOR PHYSICIAN SPECIALTY CERTIFICATION IL 501(C)(6) NONE 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 1833729 AUDITED EXPENSE REPORT AMERICAN BOARD OF MEDICAL SPECIALTIES C 1408000 CASH