| Return Reference | Explanation |
|---|---|
| Form 990, Part IV Question 12 | 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 1099 Chamber of Commerce of the USA is part of a consolidated treasury function with affiliated organizations. 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 The Chamber of Commerce of the USA is part of a consolidated payroll function with affiliated organizations. The Chamber of Commerce of the USA controls the payments of wages as a section 3401(d) statutory employer for the employees of affiliated entities. The number in Box 2a is the number of employees that the Chamber of Commerce of the USA would have reported on Form W-3 without participating in a consolidated payroll function |
| Form 990, Part VI, Section A, line 2 | Suzanne Clark has a business relationship with Roger N. Batkin and Heather J. Russell as a member of the boards of directors at their respective employers. |
| Form 990, Part VI, Section A, line 4 | Officers (Article III): New Board Chair is not elected in a Federal election year (Article III, Section 9). Going forward, the new Chair will be elected in an odd numbered year so that the Chair has more than a year in office before the Federal elections take place in the following even numbered year. In addition, if a Chair or a Vice Chair does not stand for election to serve a second consecutive one-year term, the Nominating and Governance Committee will consult with the Chief Executive Officer to identify a candidate for election at the annual meeting. That Chair or Vice Chair would serve a one-year term so that the election of the next new Chair remains "on cycle", i.e. in an odd numbered year (Article III, Section 5). If the Chair, Vice Chair or Treasurer (collectively referred to as the "elective officers") is unable to complete a one-year term, the Nominating and Governance Committee will consult with the Chief Executive Officer to identify a successor for election by the Executive Committee to serve the remainder of the term (Article III, Section 5). Leadership Council (Article IV): Article IV, Section 2 elaborates on the role and function of the Leadership Council. The function of the Leadership Council shall be to serve as a resource for management and the Board, to consider or report on matters as directed by the Chair or the Board, and to advise the Board officers and Chamber of Commerce of the USA executive leadership, particularly in matters involving policies and precedents. Deletion of references to Policy Declarations (Article VII): The Chamber of Commerce of the USA's Policy Declarations have not been maintained for several years and the Policy team does not refer to them in its work. Accordingly, references to Policy Declarations and the process for changing them have been deleted (formerly Article VII, Section 2). In their place, the Board has oversight of Chamber of Commerce of the USA management's policy statements, which must be "timely in importance, general in application and of broad significance to business and industry" (Article VII, Section 1). |
| 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 Human Resources department or the Office of the General Counsel. The Code of Ethics for the Board of Directors of the Chamber of Commerce of the USA which includes a requirement that Directors should avoid participating in decisions where their personal, business or organizational interests may create actual or apparent conflicts of interest with the Chamber of Commerce of the USA. Directors are required to immediately disclose to the General Counsel of the Chamber of Commmerce of the USA the existence and material facts of any transaction, relationship or circumstance that he or she reasonably believes could give rise to an actual or apparent conflict of interest with the Chamber of Commerce of the USA. 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 General Counsel 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 President and CEO is as follows: The President and 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 Talent and Compensation Committee on an annual basis. Part VI Question 15b: The process for determining total compensation for the officers and key employees is as follows: Total compensation for individuals reporting to the President and CEO 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 Talent and Compensation Committee on an annual basis. Compensation for other individuals is determined utilizing market data, and approved by their supervisor and the Chief Human Resources Officer. |
| 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 IX, line 11g | Policy and business consultants 19779549. Temp Salaries and recruiting costs 2679232. Media consultants 392883. Other 146145. |
| Form 990, Part XI, line 9: | Minimum Pension Reserve Liability Adjustment 5474431. Minimum Post Retirement Reserve Liability Adjustment -643683. USIBC Global Private Ltd Results (Separate foreign corporation) -28462. |
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