Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| Form 990, Part IV Question 12 | Auditing of financial statements The US Chamber of Commerce is the parent organization in the audited consolidated financial statements of the US Chamber of Commerce. Schedule R lists additional related organizations included in these consolidated financial statements. |
| Form 990 Part V Item 1a | Number reported on 1096 Chamber of Commerce of the USA is part of a consolidated treasury function with affiliated organzations. The Chamber of Commerce of the USA handles these consolidated payments. The number in box 1a relates to the 1099s that the Chamber of Commerce of the USA would have issued without participating in a consolidated treasury function. |
| Form 990 Part V Item 2a | Number reported on W-3 Chamber of Commerce of the USA is part of a consolidated payroll function wtih affiliated organizations. The Chamber of Commerce of the USA handles these consolidated payments. The number in box 2a relates to the W-2s that the Chamber of Commerce of the USA would have issued without participating in a consolidated payroll function. |
| Form 990, Part VI, Section A, line 2 | Tamara Lundgren and Robert Fatovic serve on the Ryder Systems board together. Suzanne Clark and Greg Lebedev have a family relationship. |
| Form 990, Part VI, Section A, line 4 | SUMMARY OF PROPOSED AMENDMENTS TO U.S. CHAMBER'S BYLAWS Article III: Officers Officer Terms: Removes the one term limit for the Chairman of the Board of Directors, Vice Chairman of the Board of Directors and Chairman of the Executive Committee. Also removes the three consecutive terms limit for Regional Vice Chairmen. Article V: Board of Directors Quorum of the Board of Directors: Removes the provision requiring one third of the Directors to constitute a quorum for the purpose of conducting business, and sets the quorum requirement as specified in the U.S. Chamber's Articles of Incorporation. Article VIII: Committees Executive Committee Reporting: Requires the Executive Committee to report to the Board of Directors its recommendations regarding an annual operating budget and any other appropriations recommendations it may have. In addition, the change expands the responsibilities of the committee to include an annual review of governance processes and committee charters and to make recommendations to the Board on these matters as it deems appropriate. Finally, the change eliminates the restriction on which directors may serve on other committees. Remove Budget Committee: Eliminates the Budget Committee from the Bylaws; the responsibilities of the Budget Committee are assigned to the Executive Committee. Remove Audit Committee Concurrence: Removes requirement of Budget Committee concurrence for certain actions of the Audit Committee. Rename and Revise Responsibilities of the Committee on Compensation and Employee Benefit Arrangements: Renames the Committee on Compensation and Employee Benefit Arrangements as the Compensation and Succession Committee to reflect the committee's role in succession planning; this name change is reflected throughout the Bylaws. Revise Responsibilities of Compensation and Succession Committee with Respect to: Retirement Plans: Removes the responsibility of the Compensation and Succession Committee to review recommendations presented by the President and Chief Executive Officer relating to retirement plans. Formation of Retirement Committee: Forms a Retirement Committee composed of not less than three U.S. Chamber employees defined in the qualified defined contribution retirement plan. The Retirement Committee would have the authority to amend any qualified or non-qualified retirement plan. |
| Form 990, Part VI, Section B, line 11b | In accordance with the Audit Committee charter, the draft Form 990 was provided in advance to the Audit Committee members, and reviewed individually with each member prior to filing. The Audit Committee performs this function pursuant to a delegation from the Board of Directors. The board receives the most recently completed tax return at the next regularly scheduled meeting. The 990 is reviewed by an independent accounting firm. |
| Form 990, Part VI, Section B, line 12c | We annually notify staff of the Standards of Conduct and Ethics policy, which includes a requirement that any transaction or relationship that is reasonably expected to give rise to an actual or apparent conflict of interest be brought to the attention of a supervisor, a senior manager in the Talent Solutions department or the Office of the General Counsel. In addition, we issue an annual written questionnaire to all members of the board of directors asking for information on potential conflicts of interest, which is gathered by the Chief Financial Officer. All reports of potential conflicts will be evaluated by the Chief Legal Officer and General Counsel, who serves as the Chamber's Ethics Officer, in consultation with other senior management and staff, as appropriate. Any conflicts of interest involving board members or staff are resolved in accordance with the Chamber's conflicts of interest policies. |
| Form 990, Part VI, Section B, line 15 | Part VI Question 15a The process for determining the total compensation of the CEO is as follows. The CEO has a written employment agreement with the US Chamber. Total compensation is reviewed annually by an independent compensation consultant. The consultant prepares a compensation study primarily utilizing, as available, Form 990s and surveys of comparable organizations with similar responsibilities. Based on this information, total compensation is determined by the US Chamber's Performance and Compensation Committee on an annual basis. Part VI Question 15b The process for determining total compensation for the officers, key employees, and highly compensated employees is as follows. For four individuals, who are direct reports of the President or to the CEO, total compensation is reviewed annually by an independent compensation consultant. The consultant prepares a compensation study primarily utilizing, as available, Form 990s and surveys of comparable organizations with similar responsibilities. For the remaining nine individuals, this consultant provides compensation information based on surveys of comparable organizations with similar positions. Based on this information, total compensation is determined by the SVP/ Operations and Chief Marketing Officer and the US Chamber of Commerce's Performance and Compensation Committee on an annual basis. |
| Form 990, Part VI, Section C, line 19 | The Form 990 is made available to any member of the public who requests a copy. Any requestor is forwarded to the Administrative Director of Finance of the Chamber of Commerce of the USA, who will forward a copy of the document to the requestor. The organization's governing documents, conflict of interest policy, and financial statements are not made available to the public. |
| Form 990, Part XI, line 9: | Minimum Pension Reserve Liability Adjustment -3282464. Minimum Post Retirement Reserve Liability Adjustment 3349714. USIBC Global Private Ltd Results (Seperate foreign corporation) 8713. |
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