TY 2023 Form 990 Schedule O

efile Public Visual Render ObjectId: 202443119349300844 - Submission: 2024-11-06 TIN: 13-1854667

SCHEDULE O
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.

OMB No. 1545-0047

2023

Open to Public
Inspection

Name of the organization

INTERNATIONAL COUNCIL OF SHOPPING
CENTERS INC

Employer identification number

13-1854667

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 2	ICSC'S BOARD IS COMPRISED OF REAL ESTATE INDUSTRY PROFESSIONALS AND IT IS ASSUMED THAT DIRECTORS MAY HAVE BUSINESS RELATIONSHIPS WITH OTHER DIRECTORS. THEY ARE REQUIRED TO DISCLOSE THESE RELATIONSHIPS IF THEY ARE A CONFLICT OF INTEREST IN RELATION TO SERVING ON THE ICSC BOARD.
FORM 990, PART VI, SECTION A, LINE 6	THE ORGANIZATION IS A MEMBER ORGANIZATION OF THOSE INTERESTED IN THE RETAIL REAL ESTATE INDUSTRY.
FORM 990, PART VI, SECTION A, LINE 7A	THE PROCESS FOR NOMINATING AND APPOINTING THE INTERNATIONAL COUNCIL OF SHOPPING CENTER'S BOARD OF TRUSTEES IS ENUMERATED IN THE ORGANIZATION'S BYLAWS. NOMINEES TO THE BOARD ARE SELECTED BY A NOMINATING COMMITTEE OF THE BOARD OF TRUSTEES. THOSE NOMINEES ARE THEN REVIEWED AND ULTIMATELY ELECTED BY THE DELEGATE MEMBERS OF REGULAR COMPANY MEMBERS.
FORM 990, PART VI, SECTION B, LINE 11B	THE ORGANIZATION'S TAX PREPARER PROVIDES THE ORGANIZATION WITH A DRAFT OF THE FORM 990. THE FORM IS REVIEWED BY THE PRESIDENT, GENERAL COUNSEL AND CHIEF FINANCIAL OFFICER AND SUBSEQUENTLY REVIEWED WITH THE AUDIT COMMITTEE.
FORM 990, PART VI, SECTION B, LINE 12C	EACH OFFICER, DIRECTOR, TRUSTEE AND KEY EMPLOYEE OF ICSC IS REQUIRED TO ANNUALLY DISCLOSE ANY CONFLICTS OF INTEREST THAT ARISE BY VIRTUE OF THEIR EMPLOYMENT AND POSITION WITH ICSC. ICSC MONITORS COMPLIANCE WITH ITS CONFLICT-OF-INTEREST POLICY TROUGH AN ANNUAL QUESTIONNAIRE SUBMITTED TO THESE INDIVIDUALS. POTENTIAL CONFLICTS ARE INVESTIGATED IMMEDIATELY.
FORM 990, PART VI, SECTION B, LINE 15	ICSC'S EXECUTIVE COMPENSATION COMMITTEE DETERMINES AND RECOMMENDS THE CEO'S COMPENSATION TO ICSC'S EXECUTIVE BOARD FOR APPROVAL. COMPENSATION IS DETERMINED IN ACCORDANCE WITH THE APPROVED CEO EMPLOYMENT CONTRACT AND CONSIDERS PERFORMANCE TO GOALS AS WELL AS COMPARABILITY DATA. THERE IS CONTEMPORANEOUS DOCUMENTATION OF THE COMMITTEE'S DELIBERATIONS. ICSC'S PRESIDENT AND CEO ESTABLISHES THE ANNUAL COMPENSATION OF THE OTHER OFFICERS OF THE ORGANIZATION AND CONSIDERS PERFORMANCE RELATIVE TO GOALS AS WELL AS COMPARABILITY DATA.
FORM 990, PART VI, SECTION C, LINE 19	UPON REQUEST, THE ORGANIZATION WILL MAKE AVAILABLE ONLY THOSE DOCUMENTS REQUIRED TO BE DISCLOSED UNDER THE PUBLIC INSPECTION LAWS.
FORM 990, PART XI, LINE 9:	POSTRETIREMENT BENEFIT CHANGES -616,939. TRANSFER FROM TAX EXEMPT AFFILIATE 115,197.

Return Reference

Explanation

FORM 990, PART VI, SECTION A, LINE 2

ICSC'S BOARD IS COMPRISED OF REAL ESTATE INDUSTRY PROFESSIONALS AND IT IS ASSUMED THAT DIRECTORS MAY HAVE BUSINESS RELATIONSHIPS WITH OTHER DIRECTORS. THEY ARE REQUIRED TO DISCLOSE THESE RELATIONSHIPS IF THEY ARE A CONFLICT OF INTEREST IN RELATION TO SERVING ON THE ICSC BOARD.

FORM 990, PART VI, SECTION A, LINE 6

THE ORGANIZATION IS A MEMBER ORGANIZATION OF THOSE INTERESTED IN THE RETAIL REAL ESTATE INDUSTRY.

FORM 990, PART VI, SECTION A, LINE 7A

THE PROCESS FOR NOMINATING AND APPOINTING THE INTERNATIONAL COUNCIL OF SHOPPING CENTER'S BOARD OF TRUSTEES IS ENUMERATED IN THE ORGANIZATION'S BYLAWS. NOMINEES TO THE BOARD ARE SELECTED BY A NOMINATING COMMITTEE OF THE BOARD OF TRUSTEES. THOSE NOMINEES ARE THEN REVIEWED AND ULTIMATELY ELECTED BY THE DELEGATE MEMBERS OF REGULAR COMPANY MEMBERS.

FORM 990, PART VI, SECTION B, LINE 11B

THE ORGANIZATION'S TAX PREPARER PROVIDES THE ORGANIZATION WITH A DRAFT OF THE FORM 990. THE FORM IS REVIEWED BY THE PRESIDENT, GENERAL COUNSEL AND CHIEF FINANCIAL OFFICER AND SUBSEQUENTLY REVIEWED WITH THE AUDIT COMMITTEE.

FORM 990, PART VI, SECTION B, LINE 12C

EACH OFFICER, DIRECTOR, TRUSTEE AND KEY EMPLOYEE OF ICSC IS REQUIRED TO ANNUALLY DISCLOSE ANY CONFLICTS OF INTEREST THAT ARISE BY VIRTUE OF THEIR EMPLOYMENT AND POSITION WITH ICSC. ICSC MONITORS COMPLIANCE WITH ITS CONFLICT-OF-INTEREST POLICY TROUGH AN ANNUAL QUESTIONNAIRE SUBMITTED TO THESE INDIVIDUALS. POTENTIAL CONFLICTS ARE INVESTIGATED IMMEDIATELY.

FORM 990, PART VI, SECTION B, LINE 15

ICSC'S EXECUTIVE COMPENSATION COMMITTEE DETERMINES AND RECOMMENDS THE CEO'S COMPENSATION TO ICSC'S EXECUTIVE BOARD FOR APPROVAL. COMPENSATION IS DETERMINED IN ACCORDANCE WITH THE APPROVED CEO EMPLOYMENT CONTRACT AND CONSIDERS PERFORMANCE TO GOALS AS WELL AS COMPARABILITY DATA. THERE IS CONTEMPORANEOUS DOCUMENTATION OF THE COMMITTEE'S DELIBERATIONS. ICSC'S PRESIDENT AND CEO ESTABLISHES THE ANNUAL COMPENSATION OF THE OTHER OFFICERS OF THE ORGANIZATION AND CONSIDERS PERFORMANCE RELATIVE TO GOALS AS WELL AS COMPARABILITY DATA.

FORM 990, PART VI, SECTION C, LINE 19

UPON REQUEST, THE ORGANIZATION WILL MAKE AVAILABLE ONLY THOSE DOCUMENTS REQUIRED TO BE DISCLOSED UNDER THE PUBLIC INSPECTION LAWS.

FORM 990, PART XI, LINE 9:

POSTRETIREMENT BENEFIT CHANGES -616,939. TRANSFER FROM TAX EXEMPT AFFILIATE 115,197.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990) 2023

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