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 Chamber of Commerce of the USA is the parent organization in the audited consolidated financial statements of the Chamber of Commerce of the USA. 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 | Suzanne Clark and Greg Lebedev have a family relationship. |
| Form 990, Part VI, Section A, line 4 | Below are brief summaries of the material amendments to the Chamber's bylaws. Art. I, Sec. 1: Clarifies that membership under subsection (d) includes all forms of business entities and other privately-owned entities. Art. II, Sec. 2: Removes the requirement that all members are eligible for membership on all Chamber standing and special committees. Art. II, Secs. 4 and 5: Removes the requirement that the Board have exclusive authority to approve applicants for membership, and allows Chamber management, in addition to the Board, to set dues amounts. Art. III, Secs. 1 and 2: Deletes reference to the Chair of the Executive Committee consistent with the change in Art. III, Sec. 9 combining that position with the Chair of the Board, and also removes the positions of Regional Vice Chair as officers. Art. III, Sec. 6: Requires that the CEO be appointed by the Chair of the Board with the approval of the Executive Committee. Removes as eligible for the CEO search committee other Directors as approved by the Executive Committee so as to limit the search committee only to members of the Compensation and Succession Committee. Requires that the Executive Committee set the term of the CEO. Art. III, Sec. 9: States that the Chair of the Board shall also serve as the Chair of the Executive Committee and allows the Chair of the Board to preside over meetings of other administrative committees in the absence of the chairs of those other committees. Also limits the term of Chair of the Board to two one-year terms. Art. III, Sec. 10: Adds to the duties of the Vice Chair of the Board supporting the Regional Vice Chairs. Also limits the term of Vice Chair of the Board to two one-year terms. Art. III, Sec. 13: Deletes the position of Chair of the Executive Committee consistent with the change in Art. III, Sec. 9 combining that position with the Chair of the Board. Art. IV, Secs. 1 and 2: Replaces the Senior Council with a Leadership Council comprising Board members representing the diverse stakeholders of the Chamber, including former Chairs of the Board and Regional Vice Chairs. Requires that the chair and members of the Leadership Council be nominated by the Nominating and Governance Committee and elected by the Executive Committee. Clarifies that the role of the Leadership Council is to advise the Board officers and Chamber executive leadership and does not have a governance role. Art. V, Sec. 1: Clarifies that the CEO of the Chamber is a standing member of the Board of Directors and deletes reference to the Chair of the Executive Committee consistent with the change in Art. III, Sec. 9 combining that position with the Chair of the Board. Art. VI, Sec. 1: Removes the requirements that: i) at least 25 members of the Board be elected each year, ii) two-thirds of the Board approve a change in the number of directors, and iii) at least one member be elected from each election district. Also requires that Directors represent the diversity of Chamber membership. Art. VI, Sec. 4: Removes from the term limit of Directors the exception for time serving on the Leadership Council. Art. VI, Sec. 5: Creates the roles of Regional Vice Chairs, which are elected annually by the Board from among the Directors, because that role was removed from the section regarding Officers. Removes the requirement that two-thirds of the Board approve changes in election districts and conforms the election districts to the Chamber's Regional Vice Chair regions. Art. VII, Sec. 2: Deletes reference to the Chair of the Executive Committee consistent with the change in Art. III, Sec. 9 combining that position with the Chair of the Board. Art. VIII, Sec. 1: Defines the standing committees of the Board of Directors as the Executive Committee, the Nominating and Governance Committee, the Audit Committee, and the Compensation and Succession Committee, and permits the Chair of the Board, with the approval of the full Board, to appoint other special committees. Removes reference to the appointment and duties of the Executive Committee, which are provided in Art. VIII, Sec. 2. Requires that all committees have charters approved by the Board. Limits the terms of service on the standing committees to six one-year terms, except that service on standing committees by virtue of being the Chair of the Board, Vice Chair of the Board, immediate past Chair of the Board, or a chair of a standing committee does not count against the six one-year term limit. Art. VIII, Sec. 2: Limits the Executive Committee to approximately 15 members of the Board. Establishes the required members of the Executive Committee as: the Chair of the Board, the CEO, the Vice Chair of the Board, the immediate past Chair of the Board, the Treasurer, and the chairs of the standing committees. Allows the Chair of the Board, with approval of the Board, to appoint to the Committee other members of the Board representing key constituencies or as deemed appropriate. Deletes the requirement that the immediate past Chair of the Board serve as chair of the Executive Committee consistent with the change in Art. III, Sec. 9 combining that position with the Chair of the Board. Adds to the duties of the Executive Committee matters relating to the mission and purpose of the Chamber. Art. VIII, Sec. 3: Adds the requirement that the Nominating and Governance Committee nominate its own chair and members, and that the Executive Committee elects the chair and members. Art. VIII, Sec. 5 (former Sec. 6): Changes the process for appointment of the chair and members of the Audit Committee to nomination by the Nominating and Governance Committee and election by the Executive Committee. Art. VIII, Sec. 6 (former Sec. 7): Limits the Compensation and Succession Committee to no more than six members. Establishes the required members of the Committee as the Chair of the Board, Vice Chair of the Board, immediate past Chair of the Board, and other members of the Board that bring expertise to the Committee. Changes the process for appointment of the chair and members of the Committee to nomination by the Nominating and Governance Committee and election by the Executive Committee. Clarifies that the Committee has sole authority to review the performance and determine the compensation of the CEO. |
| 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 of Commerce of the USA'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 of Commerce of the USA'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 Chamber of Commerce of the USA. Total compensation is reviewed annually by an independent compensation consultant. The consultant prepares a compensation study primarily utilizing, as available, Forms 990 and surveys of comparable organizations with similar positions. Based on this information, total compensation is determined by the Chamber of Commerce of the USA's Compensation and Succession 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 the individuals listed in Part VII, total compensation is reviewed by an independent compensation consultant. The consultant prepares a compensation study primarily utilizing, as available, Forms 990 and surveys of comparable organizations with similar positions. Based on this information, total compensation for individuals reporting to the CEO is determined and approved by the CEO and the Chamber of Commerce of the USA's Compensation and Succession Committee. Total compensation for individuals reporting to the President is determined and approved by the President, the SVP for Operations and Chief Marketing Officer, the Vice President, Talent Solutions and the Chamber of Commerce of the USA's Compensation and Succession Committee. Finally, compensation for other individuals is determined utilizing market data, and approved by their supervisor and the Vice President, Talent Solutions. |
| 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 -3479248. Minimum Post Retirement Reserve Liability Adjustment -1074049. USIBC Global Private Ltd Results (Seperate foreign corporation) 93693. |
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