2015-09-03T20:21:00-05:00 2014-10-31 263753134 CBIZ TOFIAS 500 BOYLSTON STREET BOSTON MA 02116 990 2013-11-01 223053747 CERES INC CERE 6172470700 99 CHAUNCY STREET 6TH FLOOR BOSTON MA 021111703 KARL KUNZ CFO 6172470700 2015-09-02 1 JOSEPH M GISO P00030126 6177610600 2015-08-31 2013 2016-02-25 16:41:14Z MINDY LUBBER 99 CHAUNCY STREET 6TH FLOOR BOSTON MA 021111703 11263498 0 X WWW.CERES.ORG X 1990 MA CERES, INC. (CERES) ENGAGES INSTITUTIONAL INVESTORS AND CORPORATE LEADERS TO ADDRESS SOCIAL AND ENVIRONMENTAL CHALLENGES THROUGH THE INTEGRATION OF SUSTAINABLE PRACTICES INTO BUSINESS OPERATIONS AND OTHER COMPANY DECISION-MAKING. THIS IS ACCOMPLISHED THROUGH THE INVOLVEMENT OF MEMBERS OF THE CERES COALITION, A NETWORK OF INVESTORS, `ENVIRONMENTAL GROUPS AND OTHER PUBLIC INTEREST ORGANIZATIONS. 21 20 99 20 0 0 5828705 7956410 2783081 3188032 24227 569 121806 55270 8757819 11200281 0 0 0 0 5563390 6042629 0 0 975416 2781214 3620585 8344604 9663214 413215 1537067 7102476 8788293 1267404 1416154 5835072 7372139 X SEE SCHEDULE O 0 0 1825667 838102 SUSTAINABLE CAPITAL MARKETS: CERES MOBILIZES INFLUENTIAL FINANCIAL MARKET ACTORS TO PROMOTE AND INTEGRATE SUSTAINABILITY INTO INVESTMENT DECISION-MAKING, CORPORATE PRACTICES AND PUBLIC POLICY. THE AIM IS HAVING INVESTORS AND POLICYMAKERS SHIFT SHORT-TERM THINKING TOWARD LONGER-TERM SUSTAINABILITY BY FOCUSING ON INCENTIVES, DRIVERS, POLICIES AND REGULATIONS THAT ACCELERATE LOW-POLLUTING BUSINESS PRACTICES THAT WILL ULTIMATELY MITIGATE LONG-TERM THREATS POSED BY GLOBAL CLIMATE CHANGE. CERES DIRECTS THE INVESTOR NETWORK ON CLIMATE RISK (INCR), A GROWING NETWORK OF OVER 100 INSTITUTIONAL INVESTORS AND MANAGERS, WHICH COLLECTIVELY OWN OR MANAGE $13 TRILLION OF ASSETS. INCR HOSTS THE BI-ANNUAL INVESTOR SUMMIT HELD IN NEW YORK CITY. IN 2010, CERES AND ITS INVESTOR NETWORK PERSUADED THE SECURITIES AND EXCHANGE COMMISSION (SEC) TO ISSUE FORMAL GUIDANCE REQUIRING CLIMATE CHANGE-RELATED DISCLOSURE IN PUBLIC COMPANY FINANCIAL FILINGS. CERES IS NOW WORKING TO HAVE GLOBAL STOCK EXCHANGES REQUIRE CORPORATE DISCLOSURE OF CLIMATE AND OTHER SUSTAINABILITY RISKS. 1842470 1691840 SUSTAINABLE BUSINESSES: CERES AIMS TO INTEGRATE SUSTAINABILITY INTO COMPANY PERFORMANCE BY SCALING UP POSITIVE SOCIAL, ENVIRONMENTAL, AND BUSINESS RESULTS IN STRATEGY, GOVERNANCE, OPERATIONS, AND SUPPLY CHAINS. THE CERES COMPANY NETWORK INCLUDES 65 MEMBERS FROM TWO-DOZEN INDUSTRIES, INCLUDING MARKET LEADERS IN TECHNOLOGY, INSURANCE, FOOTWEAR AND APPAREL, FOOD AND BEVERAGE, OIL AND GAS, ELECTRIC UTILITIES AND FINANCIAL SERVICES. ROUGHLY ONE-THIRD OF COMPANIES IN THE CERES NETWORK ARE IN THE FORTUNE 500. NETWORK COMPANIES MAKE COMMITMENTS TO STAKEHOLDER ENGAGEMENT, PUBLIC DISCLOSURE, AND PERFORMANCE IMPROVEMENTS, AS OUTLINED IN THE CERES-AUTHORED THE 21ST CENTURY CORPORATION: THE CERES ROADMAP FOR SUSTAINABILITY.IN APRIL 2014, CERES RELEASED THE REPORT GAINING GROUND RANKING 600+ COMPANIES AGAINST THE EXPECTATIONS IN THE CERES ROADMAP. THE REPORT GARNERED ATTENTION IN TOP MEDIA OUTLETS AND KEY TRADE PUBLICATIONS AND SOLICITED MANY RESPONSES FROM COMPANIES INSIDE AND OUTSIDE THE CERES COMPANY NETWORK. 3067352 714275 CLIMATE AND CLEAN ENERGY: CERES SEEKS TO ACCELERATE THE SUSTAINABLE GLOBAL ECONOMY BY CHAMPIONING LOW-CARBON BUSINESS, INVESTOR, AND POLICY SOLUTIONS TO DRIVE ECONOMIC GROWTH AND MITIGATE THE IMPACTS OF CLIMATE CHANGE. THE GOAL IS TO TRANSITION TO A GLOBAL CLEAN ENERGY ECONOMY BY REDUCING RELIANCE ON UNSUSTAINABLE ENERGY OPTIONS, SUCH AS HIGH-POLLUTING OIL AND COAL, WHILE CHAMPIONING RESILIENT, LOW-CARBON ELECTRIC POWER AND TRANSPORTATION OPTIONS, ENERGY EFFICIENCY, AND BUSINESS SOLUTIONS AT THE SPEED AND SCALE NECESSARY TO DRIVE ROBUST GROWTH AND AVOID THE WORST IMPACTS OF CLIMATE CHANGE. CERES CONVENES INVESTORS, TECHNICAL EXPERTS, AND REPRESENTATIVES FROM ENERGY INTENSIVE, TO FIND SOLUTIONS TO A RANGE OF SUSTAINABILITY PROBLEMS ATTRIBUTABLE TO ECONOMIC ACTIVITY. TOWARDS THIS AIM, CERES DIRECTS THE BUSINESS FOR INNOVATIVE CLIMATE AND ENERGY POLICY (BICEP) COALITION, COMPRISED OF 34 COMPANIES REPRESENTING A RANGE OF WELL-KNOWN CONSUMER BRANDS SUCH AS NIKE, STARBUCKS, NESTLE AND GENERAL MILLS. IN 2013, CERES LAUNCHED THE CERES' CLIMATE DECLARATION, A CALL FOR GOVERNMENT ACTION ON CLIMATE CHANGE. MORE THAN 1200 COMPANIES HAVE SIGNED THE CLIMATE DECLARATION AND MANY HAVE TAKEN CONCRETE ACTIONS SUPPORTING SPECIFIC CLIMATE AND ENERGY POLICIES SUCH AS STATE RENEWABLE ENERGY STANDARDS AND THE EPA CLEAN POWER PLAN. RESPONDING TO ONGOING EFFORTS BY CERES, THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS (NAIC) HAS MANDATED INSURANCE COMPANIES TO DISCLOSE ANNUALLY THE FINANCIAL RISKS THEY FACE FROM CLIMATE CHANGE, AS WELL AS ACTIONS THEY ARE TAKING TO ADDRESS THOSE RISKS. CERES ASSESSED THESE DISCLOSURES AND WROTE REPORTS ON THEIR FINDINGS THE PAST TWO YEARS.IN 2014, CERES LAUNCHED THE CLEAN TRILLION, A CAMPAIGN TO HIGHLIGHT THE GLOBAL INVESTMENTS IN CLEAN ENERGY NEEDED TO AVOID THE WORST EFFECTS OF CLIMATE CHANGE. THE CLEAN TRILLION CAMPAIGN HAS BEEN A KEY MESSAGE FOR THE UNITED NATIONS LEADING UP TO THE CONFERENCE OF THE PARTIES TALKS ON CLIMATE CHANGE IN PARIS IN 2015. THE CLEAN TRILLION HAS ALSO GARNERED NATIONAL AND INTERNATIONAL MEDIA ATTENTION AND HAS TRENDED ON SOCIAL MEDIA SITES SUCH AS TWITTER. 984501 105380 WATER: CERES STRIVES TO ADVANCE BUSINESS, INVESTOR, AND GOVERNMENT POLICIES AND PRACTICES TO ENSURE ABUNDANT CLEAN WATER SUPPLIES AND HEALTHY ECOSYSTEMS. LAST YEAR, CERES LAUNCHED VALUE EVERY DROP, A CAMPAIGN FOCUSING ON THREE KEY SECTORS WITH ENORMOUS RESPONSIBILITY FOR PROTECTING OUR NATION'S WATER SECURITY-WATER UTILITIES, OIL AND GAS, AND AGRICULTURE. CERES BRINGS UNIQUE CAPITAL MARKET SOLUTIONS TO THESE CHALLENGES. WE ARE CHANGING THE WAY THAT BUSINESSES AND UTILITIES MANAGE WATER, AND THE WAY THAT INVESTORS CONSIDER WATER RISK IN THEIR INVESTMENT DECISIONS. BY RESHAPING HOW KEY ECONOMIC ACTORS VALUE WATER, WE CAN TURN SMART WATER MANAGEMENT INTO A BUSINESS FUNDAMENTAL AND WATER STEWARDSHIP INTO AN ECONOMIC IMPERATIVE. IN 2014, CERES RELEASED A REPORT HIGHLIGHTING THE WATER AND CLIMATE RISKS FACING U.S. CORN PRODUCTION. THE REPORT RAISED CONCERNS ABOUT WATER USE, PESTICIDE POLLUTION AND CORN FARMING PRACTICES AND PROVIDES KEY RECOMMENDATIONS FOR HOW COMPANIES AND INVESTORS CAN IMPROVE SUSTAINABLE AGRICULTURE PRACTICES TO ENHANCE YIELDS WHILE PROTECTING PRECIOUS WATER SOURCES. 984501 105380 7719990 1 1 0 1 0 0 0 0 0 0 1 1 0 0 0 1 1 0 0 1 1 0 0 0 1 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 41 0 1 99 1 0 0 0 0 0 1 1 0 0 0 0 X 21 20 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 MA NY CA AL AK AZ AR CO CT FL GA IL KS ME MD MI MN KY MO NH NJ NM MS OH OK OR PA NC SC TN UT VA RI WV WI WA DC X X X GABRIELA GOFF SR MGR FINANCE 6172470700 99 CHAUNCY STREET 6TH FLOOR BOSTON MA 021111703 X MARCIA BATESON DIRECTOR 5.00 X 0 0 0 NORM DEAN CO-CHAIR 5.00 X X 0 0 0 THOMAS DINAPOLI DIRECTOR 5.00 X 0 0 0 JACK EHNES DIRECTOR 5.00 X 0 0 0 MICHEL GELOBTER DIRECTOR 5.00 X 0 0 0 JULIE GORTE PHD DIRECTOR 5.00 X 0 0 0 ALISA GRAVITZ TREASURER 5.00 X X 0 0 0 ASHOK GUPTA DIRECTOR 5.00 X 0 0 0 DOUGLAS HUSID SECRETARY 5.00 X X 0 0 0 DENISE NAPPIER DIRECTOR 5.00 X 0 0 0 CARL POPE DIRECTOR 5.00 X 0 0 0 JANET RANGANATHAN DIRECTOR 5.00 X 0 0 0 PETER ROSENBLUM DIRECTOR 5.00 X 0 0 0 TEDD SAUNDERS DIRECTOR 5.00 X 0 0 0 BARNEY SCHAUBLE DIRECTOR 5.00 X 0 0 0 DAMON SILVERS DIRECTOR 5.00 X 0 0 0 ADELE SIMMONS DIRECTOR 5.00 X 0 0 0 BILL SOMPLATSKY-JARMAN DIRECTOR 5.00 X 0 0 0 ANNE STAUSBOLL CO-CHAIR 5.00 X X 0 0 0 SCOTT STRINGER DIRECTOR 5.00 X 0 0 0 MINDY LUBBER PRESIDENT 40.00 X X 195915 0 32331 SUSAN SAYERS CHIEF DEVELOPMENT OFFICER 40.00 X 163636 0 22789 LANCE PIERCE EXECUTIVE DIR./COO (UNTIL NOV. 2014) 40.00 X 156343 0 27049 GORDON MACFARLAND CFO (UNTIL DEC. 2014) 40.00 X 107224 0 23674 KARL KUNZ CFO (FROM JUNE 2014) 40.00 X 0 0 0 CHRISTOPHER FOX DIRECTOR, SPECIAL PROJECTS 40.00 X 104573 0 21053 PEYTON FLEMING DIR. STRATEGIC COMMUNICATIONS 40.00 X 103654 0 26867 DAVID ZIV-KREGER DIR. FOUNDATION DEVELOPMENT 40.00 X 100722 0 26241 932067 0 180004 7 0 1 0 MARK TULAY 9810 SUNRISE ROAD VIENNA VA 22181 CONSULTING SERVICES 120000 1 76110 7880300 16493 7956410 MEMBERSHIP DUES 900099 2120590 2120590 CONF. FEES & SPONS. 900099 1067442 1067442 3188032 9600 9600 17142 400 16493 10080 649 -9680 -9031 -9031 18900 76110 36644 -17744 -17744 OTHER REVENUE 900099 73014 73014 73014 11200281 3261046 0 -17175 1130357 510889 294090 325378 3770663 3164048 300963 305652 165601 108436 33453 23712 596987 492818 32243 71926 379021 265561 64849 48611 427 427 60859 1635 59224 29719 29719 15976 15976 460002 372004 32407 55591 331698 256219 39139 36340 452928 402358 5535 45035 646842 621766 5445 19631 93960 71342 10746 11872 PROFESSIONAL FEES 1388883 1361097 11094 16692 BAD DEBT EXPENSE 77958 77958 PRINTING 61333 46122 235 14976 9663214 7719990 967808 975416 1934252 2349528 646298 1951678 1108333 1622858 641190 406275 210935 197219 612264 471971 141507 140293 2407278 2107759 12683 12683 7102476 8788293 458769 612705 808635 803449 1267404 1416154 X 3063526 3220485 2771546 4151654 5835072 7372139 7102476 8788293 1537067 0 X 0 1 X 1 0 X 5905922 6529984 4856772 7821060 9981990 35095728 5905922 6529984 4856772 7821060 9981990 35095728 7627156 27468572 27696 32009 22803 23066 9600 115174 35210902 5264198 0.78010 0.69090 X PART II, SECTION A & B: THE AMOUNTS FOR PART II, COLUMN(C) REPRESENT THE PUBLIC SUPPORT FROM THE SHORT TAX YEAR, JANUARY 1, 2012 - OCTOBER, 31 2012 REPORTED ON THE 2012 TAX FORM. THE AMOUNTS FOR PART II, COLUMN(D) REPRESENT THE PUBLIC SUPPORT FROM THE FISCAL 2013 TAX YEAR, NOVEMBER 1, 2012 - OCTOBER, 31 2013 REPORTED ON THE 2012 TAX FORM. THE AMOUNTS FOR PART II, COLUMN(E) REPRESENT THE PUBLIC SUPPORT FROM THE FISCAL 2014 TAX YEAR, NOVEMBER 1, 2013 - OCTOBER, 31 2014 REPORTED ON THE 2013 TAX FORM. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 29719 29719 8658079 8687798 584390 146098 0 0 505195 467502 524683 584390 2081770 3122655 25282 6163 26183 29719 87347 126299 116876 131171 146098 520444 780666 PART II-A, LINE 2: THE AMOUNTS FOR SCHEDULE C, PART II-A, COLUMN(B)2011 REPRESENT LOBBYING EXPENDITURES FROM THE SHORT TAX YEAR, JANUARY 1, 2012 - OCTOBER, 31 2012. THE AMOUNTS FOR SCHEDULE C, PART II-A, COLUMN(C)2012 REPRESENT LOBBYING EXPENDITURES FROM THE FISCAL 2013 TAX YEAR, NOVEMBER 1, 2012 - OCTOBER, 31 2013. THE AMOUNTS FOR SCHEDULE C, PART II-A, COLUMN(D)2012 REPRESENT LOBBYING EXPENDITURES FROM THE FISCAL 2014 TAX YEAR, NOVEMBER 1, 2013 - OCTOBER, 31 2014. 141664 114027 27637 470600 357944 112656 140293 CERTIFICATES OF DEPOSIT 2107759 F 2107759 X 11288225 41220 36644 77864 11210361 -10080 -10080 11200281 9751158 41220 36644 77864 9673294 -10080 -10080 9663214 PART X, LINE 2: CERES ACCOUNTS FOR THE EFFECT OF ANY UNCERTAIN TAX POSITIONS BASED ON A "MORE LIKELY THAN NOT" THRESHOLD TO THE RECOGNITION OF THE TAX POSITIONS BEING SUSTAINED BASED ON THE TECHNICAL MERITS OF THE POSITION UNDER SCRUTINY BY THE APPLICABLE TAXING AUTHORITY. IF A TAX POSITION OR POSITIONS ARE DEEMED TO RESULT IN UNCERTAINTIES OF THOSE POSITIONS, THE UNRECOGNIZED TAX BENEFIT IS ESTIMATED BASED ON A "CUMULATIVE PROBABILITY ASSESSMENT" THAT AGGREGATES THE ESTIMATED TAX LIABILITY FOR ALL UNCERTAIN TAX POSITIONS. INTEREST AND PENALTIES ASSESSED, IF ANY, ARE ACCRUED AS INCOME TAX EXPENSE. CERES HAS IDENTIFIED ITS TAX STATUS AS A TAX EXEMPT ENTITY AND ITS DETERMINATION OF WHICH ACTIVITIES ARE RELATED AND UNRELATED AS ITS ONLY SIGNIFICANT TAX POSITIONS AND HAS DETERMINED THAT SUCH TAX POSITIONS DO NOT RESULT IN AN UNCERTAINTY REQUIRING RECOGNITION. CERES IS NOT CURRENTLY UNDER EXAMINATION BY ANY TAXING JURISDICTION. ITS FEDERAL AND STATE INCOME TAX RETURNS ARE GENERALLY OPEN FOR EXAMINATION FOR THE PAST THREE YEARS FOLLOWING THE DATE OF FILING THE RELATED RETURN. PART XI, LINE 2D - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES 36,644. PART XI, LINE 4B - OTHER ADJUSTMENTS: LOSS ON FIXED ASSET DISPOSAL -10,080. PART XII, LINE 2D - OTHER ADJUSTMENTS: FUNDRAISING EXPENSES 36,644. PART XII, LINE 4B - OTHER ADJUSTMENTS: LOSS ON FIXED ASSET DISPOSAL -10,080. NORTH AMERICA 1 2 PROGRAM SERVICES AS THE VICE PRESIDENT OF CORPORATE PROGRAMS FOR CERES, ANDREA MOFFAT WORKS WITH A RANGE OF COMPANIES ON REPORTING AND DISCLOSURE, POLICY DEVELOPMENT, AND STAKEHOLDER ENGAGEMENT. HER DAILY ACTIVITIES IN CANADA INCLUDE MANAGING THE CERES CORPORATE PROGRAM TEAM AND WORKING WITH US AND INTERNATIONAL COMPANIES ON CORPORATE SOCIAL RESPONSIBILITY ISSUES. AS A SENIOR MANAGER FOR THE WATER PROGRAM, MONIKA FREYMAN WORKS RESEARCHING AND CONDUCTING CORPORATE AND INVESTOR ENGAGEMENT ON THE RISKS AND OPPORTUNITIES RELATED TO GROWING WATER SCARCITY AND WATER QUALITY ISSUES. 151461 1 2 0 0 1 2 151461 0 151461 0 0 0 0 0 0 FUNDRAISING DINNER 95010 76110 18900 6151 28340 2153 95010 76110 18900 6151 28340 2153 36644 -17744 X X X X 0 0 0 0 0 0 0 0 0 MINDY LUBBER PRESIDENT 195915 0 0 0 0 0 7968 0 24363 0 228246 0 0 0 SUSAN SAYERS CHIEF DEVELOPMENT OFFICER 163636 0 0 0 0 0 3981 0 18808 0 186425 0 0 0 LANCE PIERCE EXECUTIVE DIR./COO (UNTIL NOV. 2014) 156343 0 0 0 0 0 6357 0 20692 0 183392 0 0 0 FORM 990, PART I, LINE 19: ON JULY 14, 2011, THE BOARD OF DIRECTORS VOTED TO CHANGE CERES' FISCAL YEAR END TO OCTOBER 31. THE MAIN REASON FOR THE CHANGE IS TO BETTER ALIGN CERES' GRANT AND PLANNING CYCLES. AS A RESULT, THE 2014 FISCAL YEAR PRESENTED IS A 12-MONTH YEAR ENDING ON OCTOBER 31, 2014. FORM 990, PART III, LINE 1 CERES' MISSION IS MOBILIZING INVESTOR AND BUSINESS LEADERSHIP TO BUILD A THRIVING, SUSTAINABLE GLOBAL ECONOMY. CERES IS KNOWN FOR ITS UNIQUE ABILITY TO BRING DIVERSE INTERESTS TOGETHER TO FIND POSITIVE SOLUTIONS TO COMPLEX ENVIRONMENTAL AND SOCIAL CHALLENGES. FOR EXAMPLE, OVER THE PAST 12 YEARS CERES HAS CO-HOSTED SIX INVESTOR SUMMITS AT THE UNITED NATIONS, BRINGING TOGETHER HUNDREDS OF LEADING U.S. AND GLOBAL INVESTORS TO EXAMINE AND RESPOND TO THE RISKS AND OPPORTUNITIES POSED BY CLIMATE CHANGE. CERES INTRODUCED THE CONCEPT OF "CLIMATE RISK" TO WORLD BUSINESS LEADERS AND MOBILIZES INSTITUTIONAL INVESTORS MANAGING TRILLIONS OF DOLLARS IN ASSETS THROUGH ITS INVESTOR NETWORK ON CLIMATE RISK (INCR). CERES IS KNOWN FOR ITS UNIQUE ABILITY TO CONVENE POWERFUL MARKET PLAYERS AND INSTITUTIONS WITH DIVERSE INTERESTS TO CONSIDER AND DEVELOP POSITIVE SOLUTIONS TO COMPLEX ISSUES. FOR EXAMPLE, IN JANUARY 2014 AT THE UNITED NATIONS, CERES BROUGHT TOGETHER 500 LEADING GLOBAL INVESTORS AS WELL AS KEY POLICYMAKERS AND BUSINESS EXECUTIVES AT THE INVESTOR SUMMIT ON CLIMATE RISK: FINANCING THE CLEAN ENERGY FUTURE. FORM 990, PART VI, SECTION B, LINE 11 OUR ACCOUNTING AND AUDITING FIRM SENDS THE ORGANIZATION A QUESTIONNAIRE TO FILL OUT FOR PREPARING THE FORM 990. THIS QUESTIONNAIRE IS PREPARED AND REVIEWED BY THE FINANCE TEAM. THEN, OUR ACCOUNTING AND AUDITING FIRM PREPARES THE DRAFT 990, WITH THE INFORMATION GATHERED IN THE QUESTIONNAIRE PROVIDED BY THE FINANCE TEAM, AND SENDS A DRAFT TO THE ORGANIZATION. THE FINANCE TEAM REVIEWS THIS DRAFT AND EMAILS TO THE FULL BOARD FOR ITS REVIEW PRIOR TO ITS FILING. THE AUDIT COMMITTEE REVIEWS COMMENTS RECEIVED FROM BOARD MEMBERS AND WHEN SATISFIED ACCEPTS THE 990. AFTERWARDS THE 990 IS FILED. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION HAS A WRITTEN CONFLICT OF INTEREST POLICY. AS PART OF THE BOARD TRAINING, WHEN JOINING THE CERES BOARD, THE NEW BOARD MEMBER IS PROVIDED WITH THE CERES BOARD POLICIES WHICH CONTAIN THE WRITTEN CONFLICT OF INTEREST POLICY. IN THIS PACKAGE IS INCLUDED THE FORM "CONFLICT OF INTEREST STATEMENT (CIS)" WHERE THEY ARE REQUIRED TO DISCLOSE ANY CONFLICT OF INTEREST THAT MAY EXIST WITH THE ORGANIZATION. ONCE A YEAR, THE BOARD MEMBERS COMPLETE THIS CIS FORM. ALSO, AS PART OF THE GOVERNANCE COMPLIANCE THE BOARD MEMBERS ARE REQUIRED TO INFORM TO ANY OF THE BOARD CO-CHAIRS OF CERES ANY MATERIAL CHANGE THAT DEVELOPS DURING THE YEAR IN THE INFORMATION CONTAINED IN THE FOREGOING STATEMENT. FORM 990, PART VI, SECTION B, LINE 15 THE EXECUTIVE COMMITTEE OF THE BOARD ANNUALLY REVIEWS AND APPROVES THE CEO'S COMPENSATION. A MEMBER OF THAT COMMITTEE GATHERS DATA FROM SALARY SURVEYS FROM COMPARABLE SIZED NONPROFITS AND BRINGS THAT INFORMATION BACK TO THE COMMITTEE FOR ITS DELIBERATIONS. THE COMMITTEE THEN DECIDES ON THE APPROPRIATE COMPENSATION LEVEL FOR THE COMING YEAR AND ANY BONUS WARRANTED FOR THE PRIOR YEAR. THIS IS THEN CONVEYED WITH A RECOMMENDATION TO THE FULL BOARD IN AN EXECUTIVE SESSION AND THE VOTE TAKEN TO APPROVE THE RECOMMENDED COMPENSATION. THE CEO IS RESPONSIBLE FOR ASSESSING THE APPROPRIATE LEVELS OF OTHER KEY EMPLOYEES. COMPENSATION IS BASED ON PERFORMANCE, LEVEL OF RESPONSIBILITY, COST OF LIVING FACTOR, INFLATION, AND TO SOME DEGREE THE NONPROFIT MARKET IN BOSTON (SALARY SURVERY STUDIES). THE EXECUTIVE COMMITTEE OF THE BOARD IS PROVIDED BY THE CEO A SUMMARY OF SALARIES PAID TO OFFICERS AND KEY EMPLOYEES (COO, CFO AND CHIEF DEVELOPMENT OFFICER) OF COMPARABLE ORGANIZATIONS WITH DATA THAT WAS DRAWN FROM 990'S AND SALARY SURVEYS. THE AVERAGES ARE COMPARED TO PROPOSED SALARIES FOR EQUIVALENT CERES STAFF. THE EXECUTIVE COMMITTEE ADVISES THE CEO IF THEY HAVE CONCERNS ABOUT ANY OF THE PROPOSED SALARY LEVELS. FORM 990, PART VI, SECTION C, LINE 19 THE FORM 990, AUDITED FINANCIAL STATEMENTS AND ANNUAL REPORT ARE AVAILABLE AT HTTP://WWW.CERES.ORG/ABOUT-US/FINANCIALS. THE ORGANIZATION PROVIDES COPIES OF ITS FINANCIAL STATEMENTS AND GOVERNING DOCUMENTS UPON REQUEST. CERES' FORM 990 IS ALSO AVAILABLE VIA GUIDESTAR, AND THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE. FORM 990, PAGE 1, PART A AND PAGE 7, PART VII: SECT. A - OFFICERS,DIR.,TRUSTEES,KEY EMPLOYEES,HIGHEST COMPENSATED EMPLOYEES ON JULY 14, 2011, THE BOARD OF DIRECTORS VOTED TO CHANGE CERES' FISCAL YEAR END TO OCTOBER 31. THE MAIN REASON FOR THE CHANGE IS TO BETTER ALIGN CERES' GRANT AND PLANNING CYCLES. AS A RESULT, THE 2014 FISCAL YEAR PRESENTED IS A 12-MONTH YEAR ENDING ON OCTOBER 31, 2014. FORM 990 IRS INSTRUCTIONS, PART VII, PAGE 24 - INDICATE THAT IN GENERAL: ALL ORGANIZATIONS ARE REQUIRED TO COMPLETE PART VII, AND WHEN APPLICABLE, SCHEDULE J (FORM 990), FOR CERTAIN PERSONS. COMPENSATION MUST BE REPORTED FOR THE CALENDAR YEAR ENDING WITH OR WITHIN THE ORGANIZATION'S TAX YEAR. THIS REQUIRES REPORTING OF WAGES FROM FORM W-2 FOR THE CALENDAR YEAR 12/31/13 FOR THE ORGANIZATIONAL FISCAL TAX YEAR ENDING 10/31/14.