2018-11-09T16:46:49-06:00 2017-12-31 GRANT THORNTON LLP 171 N CLARK ST SUITE 200 CHICAGO IL 60601 990 2017-01-01 410847713 AMERICAN BOARD OF MEDICAL SPECIALTIES % JENNIFER FRONEK AMER 3124362600 353 NORTH CLARK STREET Suite 1400 CHICAGO IL 60654 RICHARD E HAWKINS MD President & CEO 3122071040 2018-11-09 true Bridget T Roche P00666837 3128560200 209.220.64.52 36941220183135000007 2018-11-09 P E9EDD298825A6EC2FD835037DC201B92B4B47050 D5F4A73A254A2A5DCB5F8CFEC4490C008E940C58 2017 2019-02-21 02:37:17Z RICHARD E HAWKINS MD 353 N CLARK ST SUITE 1400 CHICAGO IL 60654 19643541 false X WWW.ABMS.ORG X 1935 IL ABMS SERVES THE PUBLIC AND THE MEDICAL PROFESSION BY IMPROVING THE QUALITY OF HEALTHCARE THROUGH SETTING PROFESSIONAL STANDARDS FOR LIFELONG CERTIFICATION WITH MEMBER BOARDS. 33 28 76 136 0 0 0 17438143 18181136 726929 1462405 0 0 18165072 19643541 1392000 635000 0 0 10037653 11332086 0 0 0 7144418 8787059 18574071 20754145 -408999 -1110604 23474560 23627851 7208045 8136885 16266515 15490966 X THE AMERICAN BOARD OF MEDICAL SPECIALTIES (ABMS) COLLABORATES WITH ITS 24 SPECIALTY MEMBER BOARDS TO IMPROVE THE QUALITY OF HEALTH CARE TO PATIENTS, FAMILIES, AND COMMUNITIES THROUGH A SYSTEM OF HIGH QUALITY SPECIALTY CERTIFICATION. ABMS AND ITS MEMBER BOARDS ESTABLISH THE STANDARDS FOR BOTH INITIAL CERTIFICATION AND CONTINUING CERTIFICATION THAT ASSIST PHYSICIANS AND OTHER CERTIFICATE HOLDERS IN PROVIDING HIGH QUALITY PATIENT CARE, OFFERING A RIGOROUS AND RELEVANT SYSTEM OF CONTINUOUS PROFESSIONAL DEVELOPMENT IN EACH RESPECTIVE AREA OF SPECIALTY MEDICINE. false false ABMS IS A LEADER IN SETTING STANDARDS FOR BOARD CERTIFICATION AND MAINTENANCE OF CERTIFICATION ACROSS 39 SPECIALTIES AND 86 SUBSPECIALTIES. ABMS ASSISTS ITS 24 MEMBER BOARDS IN THEIR EFFORTS TO DEVELOP AND IMPLEMENT EDUCATIONAL AND PROFESSIONAL STANDARDS FOR THE EVALUATION, ASSESSMENT AND CERTIFICATION OF PHYSICIAN SPECIALISTS. IN THE US, ABMS MEMBER BOARDS CERTIFY MORE THAN 880,000 PHYSICIANS AND SCIENTISTS. INTERNATIONALLY, ABMS ASSISTS IN DEVELOPING AND MAINTAINING A PROGRAM OF PHYSICIAN CERTIFICATION AND ASSESSMENT FOR SINGAPORE'S MEDICAL SPECIALISTS, AS WELL AS CONSULTS WITH OTHER COUNTRIES AND COMMUNITIES ACROSS THE WORLD SEEKING TO EXPLORE OR ESTABLISH PHYSICIAN CERTIFICATION AND ASSESSMENT PROGRAMS. ABMS CONVENES LEADERS AND STAKEHOLDERS FROM ACROSS THE BOARDS AND GREATER HEALTHCARE COMMUNITIES TO DISCUSS CURRENT AND EMERGING ISSUES IN TODAY'S HEALTHCARE SYSTEM, SEEKING TO UNDERSTAND WAYS IN WHICH THE ABMS AND ITS MEMBER BOARDS CAN ADDRESS THOSE ISSUES TO IMPROVE THE QUALITY OF CARE DELIVERED. false false false true false false false false false true false false true true true false true false false true false false false false false false true false true false false false false false false false false false false true true true true false true 67 0 true 76 true false false false false false false X 33 28 false false false false true true true true true false false true true true true true true true true false X X JENNIFER FRONEK 3124362694 353 N CLARK ST SUITE 1400 CHICAGO IL 60654 X JOHN C MOORHEAD MD CHAIR 10.0 1.0 X X 22727 2273 0 ROBERT H MILLER MD MEMBER 2.0 0.0 X X 12500 0 0 BARRY S SMITH MD CHAIR ELECT 5.0 1.0 X X 20833 4167 0 LOIS MARGARET NORA MD PRESIDENT & CEO 48.0 2.0 X X 720275 30011 55240 GEORGE B BARTLEY MD DIRECTOR (BEG 7/1/17) 1.0 0.0 X 0 0 0 MIRIAM G BLITZER PHD DIRECTOR 2.0 0.0 X 0 0 0 PAMELA J BOYERS PHD DIRECTOR 1.0 0.0 X 0 0 0 KEITH BRANDT MD DIRECTOR 1.0 0.0 X 0 0 0 MICHAEL L CARIUS MD DIRECTOR 4.0 0.0 X 0 0 0 ANTHONY CHIODO MD DIRECTOR 1.0 0.0 X 0 0 0 DANIEL J COLE MD DIRECTOR 3.0 0.0 X 0 0 0 E SANDER CONNOLLY MD DIRECTOR 1.0 0.0 X 0 0 0 JOANNA R FAIR MD DIRECTOR 1.0 0.0 X 0 0 0 THEODORE M FREEMAN MD DIRECTOR (BEG 7/1/17) 1.0 0.0 X 0 0 0 LARRY A GREEN MD DIRECTOR 2.0 0.0 X 0 0 0 THOMAS W HESS JD DIRECTOR 1.0 0.0 X 0 0 0 ANNE-MARIE IRANI MD SECRETARY-TREASURER 3.0 0.0 X 12500 0 0 VALERIE P JACKSON MD DIRECTOR 1.0 0.0 X 0 0 0 REBECCA L JOHNSON MD DIRECTOR 1.0 0.0 X 0 0 0 GERALD H JORDAN MD DIRECTOR 1.0 0.0 X 0 0 0 DENECE O KESLER MD DIRECTOR 1.0 0.0 X 0 0 0 JAMES G LIFTON MBA DIRECTOR 1.0 0.0 X 0 0 0 CATHERINE R LUCEY MD DIRECTOR 1.0 0.0 X 0 0 0 GAIL A MCGUINNESS MD DIRECTOR 1.0 0.0 X 0 0 0 WALTER H MERRILL MD DIRECTOR 1.0 0.0 X 0 0 0 TERRANCE D PEABODY MD DIRECTOR 1.0 0.0 X 0 0 0 EVE KURTIN PHARMD DIRECTOR 3.0 1.0 X 0 0 0 ANNE G RIZZO MD DIRECTOR (BEG 7/1/17) 1.0 0.0 X 0 0 0 RANDALL K ROENIGK MD DIRECTOR 3.0 0.0 X 0 0 0 BARBARA SCHNEIDMAN MD DIRECTOR 1.0 0.0 X 0 0 0 DAVID J SCHOETZ JR MD DIRECTOR 1.0 0.0 X 0 0 0 BARBARA WACHSMAN DIRECTOR 1.0 0.0 X 0 0 0 GEORGE D WENDEL JR MD DIRECTOR (BEG 7/1/17) 1.0 0.0 X 0 0 0 JO BUYSKE MD DIRECTOR (THRU 6/30/17) 1.0 0.0 X 0 0 0 JOHN G CLARKSON MD DIRECTOR (THRU 6/30/17) 1.0 0.0 X 0 0 0 SUSAN DENTZER DIRECTOR (THRU 6/30/17) 1.0 0.0 X 0 0 0 BRUCE GANTZ MD DIRECTOR (THRU 6/30/17) 1.0 0.0 X 0 0 0 LARRY C GILSTRAP III MD DIRECTOR (THRU 6/30/17) 1.0 0.0 X 0 0 0 VALERIE M PARISI MD IMMEDIATE PAST CHAIR 1.0 1.0 X 0 0 0 LAURA SKARNULIS COO 48.0 2.0 X 403098 16796 63799 JENNIFER FRONEK VP OF FINANCE 47.0 3.0 X 179552 11461 24713 MIRA IRONS MD SVP ACADEMIC AFFAIRS 50.0 0.0 X 440846 0 47482 KATHLEEN RUFF CHIEF OF STAFF 50.0 0.0 X 376965 0 36573 JOHN MANDELBAUM CHIEF LEGAL OFFICER 46.0 4.0 X 255630 22229 61450 THOMAS GRANATIR SVP POLICY & EXT. RELATIONS 50.0 0.0 X 298069 0 60643 JENNIFER MICHAEL CHIEF INFORMATION OFFICER 49.0 1.0 X 231895 4733 55776 KRISTA ALLBEE VP INTERNATIONAL PROGRAMS 50.0 0.0 X 212279 0 22247 DAVID SWANSON PHD VP ACADEMIC PROGRAMS & SVCS 50.0 0.0 X 324945 0 38294 DAVID W PRICE MD SVP ABMS, EXEC. DIR. MSPAPO 4.0 46.0 X 30128 346466 37213 RICHARD WATERS VP MARKETING & COMMUNICATIONS 46.0 4.0 X 201961 17562 18108 CAROL CLOTHIER VP HEALTH PLCY & PUBLC AFFAIRS 50.0 0.0 X 203145 0 35006 KATHLEEN HOLTZMAN DIR OF ASSESSMENT AND INTL OPS 49.0 1.0 X 174668 3565 41294 4122016 459263 597838 37 false true false NCS PEARSON INC 13036 COLLECTION CENTER DRIVE CHICAGO IL 60693 EXAM SERVICES 474223 THE RIVER GROUP LLC PO BOX 812010 WELLESLEY MA 02482 CONSULTING SERVICES 446236 FIGMD INC 6952 ROTE ROAD ROCKFORD IL 61107 SOFTWARE DEVELOPMENT 238113 PARK SQUARE EXECUTIVE SEARCH 125 SUMMER STREET BOSTON MA 02110 EXEC SEARCH SVCS 236023 HILLTOP PUBLIC SOLUTIONS 3000 K STREET NW WASHINGTON DC 20007 LOBBYING 208238 11 0 MEMBERSHIP DUES 900099 7252284 7252284 SUBSCRIPTIONS AND DATA SERVICES 900099 4736068 4736068 INTERNATIONAL PROGRAMS 900099 4030927 4030927 LICENSE FEES 900099 1926559 1926559 PROGRAM AND SPONSORSHIP FEES 900099 215220 215220 20078 20078 18181136 1462405 1462405 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 19643541 18181136 1462405 X 635000 0 0 0 0 3606396 0 0 0 0 6601463 0 0 0 309518 0 0 0 291420 0 0 0 523289 0 0 0 256254 0 0 0 60173 0 0 0 105732 0 0 0 306933 0 0 0 0 70433 0 0 0 2572663 0 0 0 338553 0 0 0 448102 0 0 0 851834 0 0 0 0 946359 0 0 0 690857 0 0 0 0 1750989 0 0 0 0 0 225173 0 0 0 163004 0 0 0 20754145 0 0 0 4243125 2962163 0 0 0 0 2582669 1753714 0 0 0 0 0 0 0 0 771236 657051 3269465 2185835 559451 1083630 12782700 14398874 0 0 0 0 796836 796836 1738543 1975583 23474560 23627851 3401463 3729647 0 0 3090125 3524699 0 0 0 0 0 0 0 0 0 0 716457 882539 7208045 8136885 X 16266515 15490966 0 0 0 0 16266515 15490966 23474560 23627851 X -1110604 335055 X false true X true false 924918 false false true 7252284 924918 14032 938950 939171 0 527711 145999 381712 2741754 2039836 701918 1083630 DUE FROM RELATED AFFILIATE 1697594 DEFERRED COMPENSATION PLAN 274704 SECURITY DEPOSIT 3285 1975583 0 DEFERRED RENT 882539 882539 X FIN 48 FOOTNOTE SCHEDULE D, PART X, LINE 2 ABMS, ABMS-REF AND MSPAPO HAVE RECEIVED FAVORABLE DETERMINATION LETTERS FROM THE INTERNAL REVENUE SERVICE, STATING THAT THEY ARE EXEMPT FROM FEDERAL INCOME TAX UNDER THE PROVISIONS OF SECTION 501(A) OF THE INTERNAL REVENUE CODE OF 1986 (IRC) AS ORGANIZATIONS DESCRIBED IN SECTIONS 501(C)(6) FOR THE ABMS AND 501(C)(3) FOR ABMS-REF AND MSPAPO, EXCEPT FROM INCOME TAXES PERTAINING TO UNRELATED BUSINESS INCOME. ABMS-REF AND MSPAPO ARE AFFILIATES OF ABMS AND ARE NOT INCLUDED IN THIS RETURN. ABMS INTERNATIONAL, LLC AND ABMS SOLUTIONS, LLC, BOTH SUBSIDIARIES OF ABMS, ARE LIMITED LIABILITY COMPANIES UNDER THE IRC. ABMS SINGAPORE, LLC, A WHOLLY-OWNED SUBSIDIARY OF ABMS INTERNATIONAL, LLC, IS SUBJECT TO SINGAPORE CORPORATE INCOME TAX AND GOODS AND SERVICES TAX (GST) BASED ON THE CONTRACT INCOME EARNED IN SINGAPORE. THE TAXES ARE ACCOUNTED FOR UNDER THE ASSET AND LIABILITY METHOD, WHICH REQUIRES THE RECOGNITION OF TAX ASSETS AND LIABILITIES FOR THE EXPECTED FUTURE TAX CONSEQUENCES OF EVENTS THAT HAVE BEEN INCLUDED IN THE FINANCIAL STATEMENTS FOR ABMS SINGAPORE, LLC. UNCERTAIN TAX POSITIONS ARE RECORDED IF THE POSITIONS ARE MORE LIKELY THAN NOT TO BE SUSTAINED ON THE BASIS OF THE TECHNICAL MERITS OF THE POSITIONS. ABMS IS SUBJECT TO ROUTINE AUDITS BY TAXING JURISDICTIONS; HOWEVER, THERE ARE CURRENTLY NO AUDITS FOR ANY TAX PERIODS IN PROGRESS. East Asia and the Pacific Program Services SPCLTY CERTIFICATION 2693586 Middle East and North Africa Program Services EDUCATION 19170 2712756 2712756 false false false false false false ACTIVITIES PER REGION SCHEDULE F, PART I, LINE 3 THE ORGANIZATION USES THE ACCRUAL METHOD TO ACCOUNT FOR EXPENDITURES. true ABMS RESEARCH AND EDUCATION FOUNDATION 353 N Clark St Ste 1400 Chicago IL 60654 237304902 501(C)(3) 635000 RESEARCH & EDUCATION 1 0 GRANTS SCHEDULE I, PART I, LINE 2 ABMS, WITH REVIEW AND APPROVAL BY THE FINANCE AND AUDIT COMMITTEE AND 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 2017 FOR $635,000. IN 2016 FUNDING OF $1.4 MILLION WAS PROVIDED. X X X true false X X X X false true false LOIS MARGARET NORA MD PRESIDENT & CEO 676302 28179 0 0 43973 1832 34416 1434 18614 776 773305 32221 38581 1608 LAURA SKARNULIS COO 320135 13339 82963 3457 0 0 34416 1434 26831 1118 464345 19348 0 0 JENNIFER FRONEK VP OF FINANCE 173724 11089 5828 372 0 0 13638 871 9592 612 202782 12944 0 0 MIRA IRONS MD SVP ACADEMIC AFFAIRS 351643 0 89203 0 0 0 35850 0 11632 0 488328 0 0 0 KATHLEEN RUFF CHIEF OF STAFF 280265 0 71700 0 25000 0 35450 0 1123 0 413538 0 0 0 JOHN MANDELBAUM CHIEF LEGAL OFFICER 200235 17412 55395 4817 0 0 32982 2868 23552 2048 312164 27145 0 0 THOMAS GRANATIR SVP POLICY & EXT. 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MSPAPO 22475 258461 5653 65005 2000 23000 2868 32982 109 1254 33105 380702 0 0 RICHARD WATERS VP MARKETING & COMMUNICATIONS 194601 16922 7360 640 0 0 15074 1311 1585 138 218620 19011 0 0 CAROL CLOTHIER VP HEALTH PLCY & PUBLC AFFAIRS 195645 0 7500 0 0 0 15494 0 19512 0 238151 0 0 0 KATHLEEN HOLTZMAN DIR OF ASSESSMENT AND INTL OPS 168298 3435 6370 130 0 0 13548 276 26921 549 215137 4390 0 0 FIRST-CLASS OR CHARTER TRAVEL SCHEDULE J, PART I, LINE 1A PER THE TERMS OF THE PRESIDENT AND CEO EMPLOYMENT CONTRACTS, THE PRESIDENT AND CEO ARE PERMITTED TO FLY FIRST CLASS FOR ORGANIZATION-RELATED BUSINESS ON FLIGHTS THAT ARE THREE HOURS IN DURATION OR LONGER. THIS IS NOT TAXABLE AS COMPENSATION. HEALTH OR SOCIAL CLUB DUES SCHEDULE J, PART I, LINE 1A ABMS OFFERS ONE OFFICER, TWO KEY EMPLOYEES AND ONE HIGHLY COMPENSATED EMPLOYEE LOCATED IN THE CHICAGO OFFICE HEALTH CLUB SUBSIDIES WHICH ARE NOT REPORTED AS TAXABLE COMPENSATION TO THE RECIPIENT EMPLOYEES. All employees in the Chicago office are eligible to receive this benefit. DISCRETIONARY SPENDING SCHEDULE J, PART I, LINE 1A PER THE TERMS OF THEIR OFFER LETTERS, ONE KEY EMPLOYEE AND TWO HIGHLY COMPENSATED EMPLOYEES RECEIVE TRAVEL ALLOWANCES. THE TRAVEL ALLOWANCES ARE TAXABLE TO THEM AS COMPENSATION. NON-QUALIFIED RETIREMENT PLAN SCHEDULE J, PART I, LINE 4B A DEFERRED COMPENSATION PLAN EXISTED FOR THE CEO. IN ACCORDANCE WITH THIS AGREEMENT, ABMS DISTRIBUTED $45,805 IN 2017 AS A COMPLETE DISTRIBUTION OF THE PLAN ASSETS TO THE CEO. THIS IS INCLUDED IN THE CEO'S W-2. OTHER PROGRAM SERVICE ACCOMPLISHMENTS FORM 990, PART III, LINE 4D Advocacy - ABMS COMMUNICATES INFORMATION ABOUT and advocates the importance of BOARD CERTIFICATION, MAINTENANCE OF CERTIFICATION, AND ITS RELATED STANDARDS TO MEMBER BOARDS, PHYSICIAN DIPLOMATES, MEDICAL PROFESSIONALS, ORGANIZATIONS AND THE GENERAL PUBLIC. THESE COMMUNICATIONS PROVIDE PATIENTS AND HEALTH CARE PROVIDERS AND INSTITUTIONS IMPORTANT INFORMATION ABOUT THE KNOWLEDGE, SKILLS AND JUDGEMENT OF CERTIFIED PHYSICIANS AND SCIENTISTS WHO HOLD THE ABMS BOARD CERTIFICATION CREDENTIAL. CERTIFICATIONMATTERS.ORG, AN ABMS WEBSITE, ALSO PROVIDES INFORMATION ABOUT BOARD CERTIFICATION. ANYONE CAN ACCESS THIS SITE TO DETERMINE IF A PHYSICIAN IS BOARD-CERTIFIED BY AN ABMS MEMBER BOARD. RESEARCH AND PROFESSIONAL DEVELOPMENT - ABMS AND ITS MEMBER BOARDS ACTIVELY STUDY AND/OR SUPPORT RESEARCH INTO THE IMPACT THAT BOARD CERTIFICATION, ITS STANDARDS AND CONTINUING CERTIFICATION PROGRAMS HAVE ON BOTH THE PROFESSION OF MEDICINE AS WELL AS IMPROVING PATIENT SAFETY AND CARE. ABMS IS ALSO COMMITTED TO THE PHYSICIAN PROFESSIONAL DEVELOPMENT INCLUDING CONTINUING MEDICAL EDUCATION AND QUALITY AND MEDICAL PRACTICE IMPROVEMENT ACTIVITIES AS PART OF ITS CONTINUING CERTIFICATION PROGRAMS. DELEGATION OF AUTHORITY FORM 990, SECTION A, PART VI, LINE 1A ACCORDING TO ABMS' BYLAWS: THE EXECUTIVE COMMITTEE, IN THE INTERIM BETWEEN MEETINGS OF THE BOARD OF DIRECTORS, HAS ALL OF THE POWERS OF THE BOARD EXCEPT THOSE PROHIBITED BY LAW, THOSE RESERVED TO THE RESERVED POWERS BOARD UNDER ARTICLE III OF THE ABMS BYLAWS AND THOSE WHICH WOULD AMEND OR CONTRAVENE WRITTEN POLICIES OF THE BOARD. THE GOVERNANCE COMMITTEE IS RESPONSIBLE FOR THE GOVERNANCE FUNCTIONS OF THE ABMS BOARD OF DIRECTORS, RESERVE POWERS BOARD, AND THE BOARDS OF ABMS CONTROLLED ENTITIES OR SUBSIDIARIES. MEMBERS OR STOCKHOLDERS FORM 990, PART VI, SECTION A, LINE 6 THERE ARE 3 CLASSES OF MEMBERS: REGULAR MEMBERS, ASSOCIATE MEMBERS AND PUBLIC MEMBERS. REGULAR MEMBERS ARE ALL THE PRIMARY AND CONJOINT MEDICAL SPECIALTY MEMBER BOARDS (CURRENTLY 24) WHICH HAVE BEEN APPROVED BY THIS CORPORATION IN ACCORDANCE WITH THE CRITERIA STIPULATED IN THE "ESSENTIALS FOR APPROVAL OF EXAMINING BOARDS IN MEDICAL SPECIALTIES" AS ESTABLISHED BY THE CORPORATION FROM TIME TO TIME. ASSOCIATE MEMBERS ARE LIMITED TO SUCH ORGANIZATIONS INTERESTED IN GRADUATE MEDICAL EDUCATION OR THE STANDARDS OF MEDICAL PRACTICE AS, IN THE SOLE OPINION OF THIS CORPORATION, CAN ASSIST IT SIGNIFICANTLY IN THE ATTAINMENT OF ITS PURPOSES. PUBLIC MEMBERS ARE PERSONS ELECTED BY THE BOARD OF DIRECTORS TO BRING VIEWPOINTS FROM THE GENERAL PUBLIC TO THE DELIBERATIONS OF THE CORPORATION. MEMBERS OR STOCKHOLDERS WHO MAY ELECT FORM 990, PART VI, SECTION A, LINES 7A AND 7B THE RESERVED POWERS BOARD, ACTING FOR THE MEMBERS, HAS THE FOLLOWING SPECIFIED POWERS AND RESPONSIBILITIES: DETERMINING BY A TWO-THIRD AFFIRMATIVE VOTE THE RECOGNITION AND APPROVAL BY THE CORPORATION OF ALL PRIMARY AND CONJOINT MEDICAL SPECIALTY BOARDS (THEREBY ALSO ESTABLISHING A REGULAR MEMBER OF THE CORPORATION) AND OF ALL APPROVED MEDICAL SUBSPECIALTIES AND THE APPROPRIATE MEDICAL SPECIALTY (IES). ELECTING BY SIMPLE MAJORITY AT THE ANNUAL MEETING EACH YEAR, THOSE OFFICERS, COMMITTEE MEMBERS AND REPRESENTATIVES TO OTHER ORGANIZATIONS REQUIRING ELECTION FROM AMONG PERSONS NOMINATED BY THE GOVERNANCE COMMITTEE OR FROM THE FLOOR. APPROVING BY A TWO-THIRDS AFFIRMATIVE VOTE ALL PROPOSED INCREASES (BUT NOT DECREASES) ON MEMBERSHIP DUES OF ANY PROPOSED ASSESSMENTS OF THE MEMBER BOARDS. APPROVING BY A TWO-THIRDS AFFIRMATIVE VOTE ALL PROPOSED AMENDMENTS TO THE CORPORATION'S ARTICLES OF INCORPORATION OR TO THE ARTICLE III OF THE BYLAWS. RESOLVING BY A SIMPLE MAJORITY AFFIRMATIVE VOTE (UNLESS A GREATER MAJORITY IS REQUIRED BY LAW OR BY THE BYLAWS) ANY DISPUTED SUBSTANTIVE AND NONPROCEDURAL MATTER BEFORE THE BOARD OF DIRECTORS WHICH IS CERTIFIED IN WRITING BY AT LEAST FIVE OR MORE DIRECTORS FOR REFERRAL TO THE RESERVED POWERS BOARD, WHICH REFERRAL SHALL INCLUDE THE WRITTEN RECOMMENDATIONS OF THE BOARD OF DIRECTORS ON THE MATTER. APPROVING BY A SIMPLE MAJORITY AFFIRMATIVE VOTE THE ANNUAL BUDGET OF THE ABMS. APPROVING, BY A TWO-THIRDS AFFIRMATIVE VOTE, ALL NEW ASSOCIATE MEMBERS OF THE CORPORATION, UPON RECOMMENDATION OF THE BOARD OF DIRECTORS. FORM 990 REVIEW PROCESS FORM 990, PART VI, SECTION B, LINE 11 THE BOARD RETAINS THE SERVICES OF AN INDEPENDENT CPA FIRM TO PREPARE THE ABMS 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 EXECUTIVE COMMITTEE OF THE ABMS BOARD OF DIRECTORS BEFORE IT IS FILED. WRITTEN CONFLICT OF INTEREST POLICY 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 AND DUALITIES OF INTEREST. 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 OF INTEREST IN FACT EXISTED. PROCESS OF DETERMINING COMPENSATION FORM 990, PART VI, LINES 15A AND 15B FOR THE ABMS PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION IS DETERMINED BY: 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 WILL PERIODICALLY ADVISE 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 OF ABMS 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 PERIODIC ADVICE OF AN OUTSIDE COMPENSATION CONSULTING FIRM. GOVERNING DOCUMENTS MADE AVAILABLE TO THE PUBLIC FORM 990, PART VI, SECTION C, LINE 19 THE ARTICLES OF INCORPORATION ARE AVAILABLE THROUGH THE ILLINOIS SECRETARY OF STATE; THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON WRITTEN REQUEST TO THE ORGANIZATION. FINANCIAL FILINGS ARE AVAILABLE VIA GOVERNMENT AGENCIES. RELATED ORGANIZATION COMPENSATION FORM 990, PART VII THE COMPENSATION REPORTED IN PART VII IS THE COMPENSATION PAID BY ABMS FOR A FULL-TIME POSITION. HOWEVER, A PORTION OF THE VARIOUS INDIVIDUALS' TIME IS DEVOTED TO RELATED ORGANIZATIONS, THE AMERICAN BOARD OF MEDICAL SPECIALTIES RESEARCH AND EDUCATION FOUNDATION (REF) AND THE MULTI-SPECIALTY PORTFOLIO APPROVAL PROGRAM ORGANIZATION (MSPAPO). ABMS IS REIMBURSED BY THE REF AND THE MSPAPO. OTHER CHANGES IN NET ASSETS OR FUND BALANCES form 990, part xi, line 9 Reduction in foreign tax provision $335,055 FORM 990 PART IX LINE 11G DESCRIPTION:SUBCONTRACTORS TOTAL FEES:1237826 FORM 990 PART IX LINE 11G DESCRIPTION:CONSULTING FEES TOTAL FEES:1294396 FORM 990 PART IX LINE 11G DESCRIPTION:RECRUITMENT TOTAL FEES:40441 ABMS INTERNATIONAL LLC 353 N Clark St Suite 1400 CHICAGO IL 60654 274201101 CERTIFICATION IL 26693 8166208 ABMS ABMS SINGAPORE LLC 353 N Clark St Suite 1400 CHICAGO IL 60654 274201326 CERTIFICATION IL 4004234 7214775 ABMS INTL ABMS SOLUTIONS LLC 353 N Clark St Suite 1400 CHICAGO IL 60654 453952583 DATA SERVICES IL 4736068 15520316 ABMS ABMS RESEARCH AND EDUCATION FOUNDATION 353 N CLARK ST SUITE 1400 CHICAGO IL 60654 237304902 SUPPORTING IL 501(C)(3) 12A ABMS true MULTI-SPECIALTY PORTFOLIO APPROVAL PRGM 353 N CLARK ST SUITE 1400 CHICAGO IL 60654 465431221 PROMOTING IL 501(C)(3) 10 ABMS true false true false true false false false false false false false false false true true false false false false ABMS RESEARCH AND EDUCATION FOUNDATION B 635000 FMV ABMS RESEARCH AND EDUCATION FOUNDATION D 609784 FMV MULTISPECIALTY PORTFOLIO APPROVAL PROGRAM ORG D 1087811 FMV ABMS RESEARCH AND EDUCATION FOUNDATION N 85663 FMV MULTISPECIALTY PORTFOLIO APPROVAL PROGRAM ORG N 95982 FMV ABMS RESEARCH AND EDUCATION FOUNDATION O 440762 FMV MULTISPECIALTY PORTFOLIO APPROVAL PROGRAM ORG O 486779 FMV