The Abim Foundation

“The foundation adopted new bylaws. Under the old bylaws, the board had twelve trustees consisting of: 1) the president/ceo of the foundation, without vote; 2) the chair of the american board of internal medicine (abim); 3) the immediate past chair of the abim board; 4) four individuals nominated by abim and elected by the foundation board who must be an active or recent (within six years) emeritus director of abim; and 5) five individuals elected by the foundation board. Under the new bylaws, the board has twelve, fourteen, or sixteen trustees consisting of: 1) the president/ceo of the foundation, who is also the president/ceo of abim; 2) the chair of abim; 3) the immediate past chair of abim; 4) four / five / six individuals appointed by abim, who must be an active or recent (within six years) emeritus director of abim ("abim director candidates"), or an active or recent (within six years) member of the abim council or one of the abim specialty boards, three / three / four of whom must be abim director candidates; and 5) five / six / seven individuals elected by the foundation board. In addition, the new bylaws include a provision that requires the foundation's immediate past chair to serve as a voting ex officio, but this person can also satisfy one of the positions in number 4) or 5) above; the immediate past chair is limited to a maximum of two one-year terms and notes that their term ends when the next immediate past chair starts their term.”

“The american board of internal medicine (abim), a related 501(c)(3) public charity, is considered a member of the foundation per the internal revenue service definition of member.”

“The president/ceo, chair, and immediate past chair of abim are required to be trustees of the foundation. (the president/ceo of abim is also the president/ceo of the foundation.) either, four, five, or six of the foundation's trustees are selected by abim, depending on the total number of foundation trustees (twelve, fourteen, or sixteen). These individuals must be active or recent emeritus directors of abim, or active or recent members of the abim council or one of the abim specialty boards. (former directors, council members and members of specialty boards must have served within six years of being appointed as a trustee of the foundation). Any board member elected by abim may be removed by abim.”

“The form 990 is prepared by an independent accounting firm. The finance department provides all information and reviews the form 990 prior to board review. The form 990 is then made available to the entire governing body, via email, for comments and questions. Once all comments and questions have been addressed, the form 990 is approved. The cfo signs the form 990 and communicates to the board of directors that the form 990 has been filed.”

“Members of the board of trustees and committees are expected to have the mission of the foundation as their primary interest when contributing to the foundation's work. A conflict of interest may arise when, due to a competing outside interest, a board trustee or committee member has the opportunity to influence foundation activity in ways that could lead to, or appear to lead to, personal or institutional gain or advantage. The abim foundation conflict of interest policy is intended to manage conflicts that arise from competing interests. Interests that have the potential to be in conflict with the interests of the foundation include employment, consultancies, and advisory positions to pharmaceutical, medical supply, and other medical or biotechnology companies; personal investments in such companies; and other affiliations (e.g., service as a trustee, officer, or director) with medical organizations. Foundation activities which could be inappropriately influenced include decisions on grant awards, programs and policy development. In addition to completing the annual disclosure requirements, trustees, committee members, and executive staff members must disclose to the governance and nominating committee on an ongoing basis all material facts concerning any situation that might be viewed as a conflict. In order to ensure impartial decision making, no trustee, committee member, or executive staff member shall participate (other than by providing information) in any deliberation or decision in which he or she has a conflict of interest. The final arbiter of whether or not a conflict exists is the governance and nominating committee. Any trustee, committee member, or executive staff member may request a review and opinion of that committee at any time. The full conflict of interest policy can be found on the foundation website http://abimfoundation.org/who-we-are/trustees/conflict-of-interest-policy.”

“The abim foundation engages an external compensation vendor to conduct an organization-wide compensation review roughly every three years to assure competitive base and total compensation for all employees up through and including vice presidents. Each cycle, the vendor: * reviews all existing job descriptions/documentation; * speaks with key managers in each functional area; * researches and extracts pay survey data for selected benchmark job types; and, * analyzes several pay practice data sources including: view of commercial survey reports (economic research institute, salary.com, prm consulting); * review of 990s for non-profit organizations with similar sizes in health care; and * assessment of the pay practices of other non-profit and for-profit clients in the philadelphia labor market. The abim foundation maintains salaries in line with designated ranges and competitive pay practices. In addition, compensation of our ceo is reviewed each year by the executive compensation committee (ecc), and the ecc's recommendation on ceo compensation needs to be approved by the board of trustees. Other executive-level staff is set after recommendation by the ceo and then review and approval by the executive compensation committee. The ecc directly engages an independent consultant to provide data on salaries for comparable executive positions in comparable organizations, updated every 2 years, and this comparative data is used to set, review and approve all executive salaries. The executive compensation committee reports executive compensation annually to the full board of trustees. The review and approval of ceo and executive-level staff compensation is documented in the minutes of the ecc.”

“The governing documents, conflict of interest policy, and financial statements are available upon request.”

“Abim foundation does not have any employees of its own. Employees working on behalf of abim foundation are employees of abim. These employees are paid via a common paymaster agreement between abim and abim foundation. Abim foundation provides a 100% reimbursement of wages, payroll taxes and benefit costs to abim for employee time spent working on foundation activities. Abim files all payroll tax returns and pays applicable taxes when due under their ein 39-0866228.”