2012-09-24T10:06:20-05:00 2011-12-31 263753134 CBIZ TOFIAS 500 BOYLSTON STREET BOSTON MA 02116 990 2011-01-01 223053747 CERES INC CERE 6172470700 99 CHAUNCY STREET 6TH FLOOR BOSTON MA 021111703 GORDON MACFARLAND 6172470700 2012-09-13 1 JOSEPH M GISO P00030126 6177610600 2011 2016-02-24 21:20:13Z MINDY LUBBER 99 CHAUNCY STREET 6TH FLOOR BOSTON MA 021111703 7477608 0 X WWW.CERES.ORG X 1990 MA CERES, INC. (CERES) IS A BOSTON-BASED ORGANIZATION ENGAGING INSTITUTIONAL INVESTORS AND CORPORATE LEADERS TO ADDRESS SOCIAL AND ENVIRONMENTAL CHALLENGES THROUGH THE INTEGRATION OF SUSTAINABLE PRACTICES INTO BUSINESS OPERATIONS. THIS IS ACCOMPLISHED WITH THE HELP OF MEMBERS OF THE CERES COALITION, A NETWORK OF ENVIRONMENTAL AND OTHER PUBLIC INTEREST ORGANIZATIONS. 20 19 85 17 0 0 4301463 4686932 2525281 2567029 27834 25994 241696 184781 7096274 7464736 0 0 0 0 4063211 5031969 7422 0 806333 3125380 2878271 7196013 7910240 -99739 -445504 8004221 7614133 1086090 1141506 6918131 6472627 X SEE SCHEDULE O 0 0 1224304 384044 SUSTAINABLE CAPITAL MARKETS: CERES MOBILIZES PENSION FUNDS AND LARGE INSTITUTIONAL INVESTORS TO PROMOTE THE INTEGRATION OF SUSTAINABILITY INTO INVESTMENT DECISION CRITERIA. IN 2003, CERES LAUNCHED AND CONTINUES TO DIRECT THE INVESTOR NETWORK ON CLIMATE RISK (INCR), AN ALLIANCE OF OVER 100 GLOBAL INVESTORS WITH COMBINED ASSETS OF ROUGHLY $10 TRILLION. INCR MEMBERS PRESS COMPANIES FOR GREATER CLIMATE RISK ANALYSIS AND DISCLOSURE. CERES ORGANIZED INVESTOR SUMMITS WERE HELD AT THE UNITED NATIONS IN 2003, 2005, 2008, 2010 AND 2012, BRINGING TOGETHER GLOBAL ASSET OWNERS AND MANAGERS TO CONSIDER HOW COLLECTIVELY THEIR ACTIONS AND DECISIONS CAN INFLUENCE CORPORATE PRACTICES AND ACCOUNTABILITY. IN 2011, OVER 30 INCR MEMBERS SIGNED A LETTER TO THE CEOS OF THE RUSSELL 1000 COMPANIES, URGING THEM TO ADOPT THE PRINCIPLES OUTLINED IN "THE 21ST CENTURY CORPORATION: THE CERES ROADMAP FOR SUSTAINABILITY," A GUIDE FOR INTEGRATING SUSTAINABILITY ACROSS COMPANY OPERATIONS AND SUPPLY CHAINS. THROUGH THE SHAREHOLDER INITIATIVE ON CLIMATE AND SUSTAINABILITY (SICS), CERES HAS COORDINATED INVESTOR ENGAGEMENT WITH COMPANIES ON CLIMATE-CHANGE RELATED ISSUES, SUSTAINABILITY REPORTING, SUSTAINABLE GOVERNANCE, AND WATER SCARCITY. WE ARE ENGAGING WITH NORTH AMERICAN STOCK EXCHANGES TO REQUIRE LISTED COMPANIES TO ADOPT SUSTAINABILITY REPORTING. 1642537 1735274 SUSTAINABLE BUSINESSES: CERES ADVANCES LARGE-SCALE CHANGE IN CORPORATE SUSTAINABILITY PERFORMANCE BY ENGAGING SENIOR LEADERSHIP OF COMPANIES IN KEY INDUSTRIES TO IMPLEMENT THE "21ST CENTURY CORPORATION: CERES ROADMAP FOR SUSTAINABILITY," WHICH DEFINES BOTH THE PATH AND MEASURABLE OUTCOMES TO BE A TRULY SUSTAINABLE BUSINESS. THIS ENGAGEMENT INCLUDES ORGANIZING STAKEHOLDER GROUPS DRAWN FROM CERES COALITION ORGANIZATIONS. THESE STAKEHOLDER GROUPS PROVIDE INPUT ON COMPANY DISCLOSURE OF SUSTAINABILITY PERFORMANCE, STRATEGY, AND GOALS. IN APRIL 2012 WE RELEASED "THE ROAD TO 2020: CORPORATE PROGRESS ON THE CERES ROADMAP FOR SUSTAINABILITY," WHICH ASSESSED PROGRESS MADE BY 600 LEADING US COMPANIES. OVER 10,000 PEOPLE HAVE INTERACTED WITH THE REPORT THROUGH OUR ONLINE PLATFORM. DURING THE NEXT THREE YEARS WE ARE PLACING SPECIAL EMPHASIS ON SUSTAINABILITY OF CORPORATE SUPPLY CHAINS. 2659464 496563 CLIMATE AND CLEAN ENERGY: CERES PROMOTES LOW-CARBON BUSINESS, INVESTOR, AND POLICY SOLUTIONS TO DRIVE ECONOMIC GROWTH AND MITIGATE IMPACTS OF CLIMATE CHANGE THROUGH DIALOGUES WITH VARIOUS COMPANIES IN THE ELECTRIC POWER, INSURANCE, TRANSPORTATION, AND OIL & GAS INDUSTRIES. CERES ALSO ADVOCATES FOR FEDERAL POLICIES AND REGULATIONS THAT WILL HELP BUILD A CLEAN ENERGY ECONOMY. OUR BUSINESS FOR INNOVATIVE CLIMATE & ENERGY POLICY (BICEP) NETWORK CONSISTS OF 22 WELL-KNOWN CONSUMER BRANDS THAT ADVOCATE FOR STRONG STATE AND NATIONAL POLICIES ON GREENHOUSE GAS REDUCTIONS, ENERGY EFFICIENCY AND RENEWABLE ENERGY. BICEP LETTERS OF SUPPORT WERE SUBMITTED TO PUBLIC OFFICIALS AND LEGISLATIVE BODIES CONCERNING CALIFORNIA LOW-CARBON FUEL STANDARDS, CALIFORNIA ADVANCED CLEAN CAR RULES, THE NATIONAL PRODUCTION TAX CREDIT FOR WIND ENERGY, AND EPA CARBON POLLUTION STANDARDS FOR NEW POWER PLANTS. 917032 135929 WATER: CERES IS ENGAGED IN ADVANCING BUSINESS, INVESTOR, AND GOVERNMENT POLICIES AND PRACTICES THAT ENCOURAGE ADEQUATE CLEAN WATER SUPPLIES AND HEALTHY ECOSYSTEMS. CERES WORKED WITH A RANGE OF INVESTORS, CORPORATE AND NGO STAKEHOLDERS TO PRODUCE THE CERES AQUA GAUGE, RELEASED IN OCTOBER OF 2011, A BENCHMARKING TOOL ENABLING INVESTORS TO ASSESS, SCORE AND COMPARE COMPANIES' WATER MANAGEMENT. CERES IS WORKING TO MOBILIZE LARGE COMPANIES AND THEIR SUPPLIERS OPERATING IN HIGH-RISK WATERSHEDS TO DEVELOP STRATEGIES DESIGNED TO IMPROVE WATER MANAGEMENT. THUS FAR, 10 CERES COMPANIES AND HAVE DEVELOPED NEW OR STRENGTHENED EXISTING WATER STRATEGIES. 917032 135929 6443337 1 1 0 1 0 0 0 0 0 0 1 1 0 0 0 1 1 0 0 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 35 0 1 85 1 0 0 0 0 0 1 1 0 0 0 0 X 20 19 0 0 0 0 1 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 VIDETTE BULLOCK MIXON 5.00 X 0 0 0 NORM DEAN 5.00 X X 0 0 0 THOMAS DINAPOLI 5.00 X 0 0 0 JACK EHNES 5.00 X 0 0 0 MICHEL GELOBTER 5.00 X 0 0 0 NEVA GOODWIN 5.00 X 0 0 0 JULIE FGORTE PHD 5.00 X 0 0 0 ALISA GRAVITZ 5.00 X X 0 0 0 ASHOK GUPTA 5.00 X 0 0 0 DOUG HUSID 5.00 X X 0 0 0 DENISE NAPPIER 5.00 X 0 0 0 CARL POPE 5.00 X 0 0 0 JANET RANGANATHAN 5.00 X 0 0 0 PETER ROSENBLUM 5.00 X 0 0 0 TEDD SAUNDERS 5.00 X 0 0 0 BARNEY SCHAUBLE 5.00 X 0 0 0 DAMON SILVERS 5.00 X 0 0 0 BILL SOMPLATSKY-JARMAN 5.00 X 0 0 0 ANNE STAUSBOLL 5.00 X X 0 0 0 MINDY LUBBER 40.00 X X 182614 0 27289 LANCE PIERCE 40.00 X 140391 0 18288 GORDON MACFARLAND 40.00 X 104752 0 19430 NANCY YANOFSKY 40.00 X 139095 0 15813 PEYTON FLEMING 40.00 X 117129 0 21476 CHRISTOPHER FOX 40.00 X 107482 0 19446 791463 0 121742 6 0 1 0 DAVID GARDINER & ASSOCIATES 910 17TH ST NW SUITE 210 WASHINGTON DC 20006 CONSULTING SERVICES 151047 ASGK PUBLIC STRATEGIES LLC 730 NORTH FRANKLIN ST SUITE 404 CHICAGO IL 60654 ADVERTISING PRODUCTION 150820 2 4686932 4686932 MEMBERSHIP DUES 900099 1843052 1843052 CONF. FEES & SPONS. 900099 570620 570620 FEE FOR SERVICE 541900 153357 153357 2567029 32009 32009 6857 7306 5566 -449 -5566 -6015 -6015 OTHER REVENUE 900099 184781 184781 184781 7464736 2751810 0 25994 492764 292425 123027 77312 3559241 2889344 247573 422324 138702 110033 12508 16161 520057 412563 46899 60595 321205 254814 28966 37425 1727 1727 55164 55164 25282 25282 185667 185667 291091 234453 21548 35090 232311 183785 22190 26336 359461 307502 23115 28844 394888 365962 5833 23093 101762 80735 9171 11856 PROFESSIONAL FEES 1087725 1028789 4195 54741 PRINTING 84868 71983 329 12556 BAD DEBT EXPENSE 58325 58325 7910240 6443337 660570 806333 793482 1465044 376631 667142 3064860 2012407 687018 682992 108511 154916 500123 312526 261890 187597 2699146 2431352 12683 12683 8004221 7614133 669690 488381 416400 653125 1086090 1141506 X 1945440 2270026 4972691 4202601 6918131 6472627 8004221 7614133 -445504 0 X 0 1 1 X 0 X 3449833 6223376 8491149 5905922 6529984 30600264 3449833 6223376 8491149 5905922 6529984 30600264 9105994 21494270 30457 29319 23166 27696 32009 142647 30742911 5043150 0.69920 0.70280 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 25282 25282 7078625 7103907 505195 126299 0 0 375959 467829 478695 505195 1827678 2741517 20000 95158 11683 25282 152123 93990 116957 119674 126299 456920 685380 0 0 0 0 81075 43208 37867 419048 269318 149730 187597 CERTIFICATES OF DEPOSIT 2431352 F 2431352 7464736 7910240 -445504 -445504 7546546 81810 81810 7464736 0 7464736 7992050 81810 81810 7910240 0 7910240 DESCRIPTION OF UNCERTAIN TAX POSITIONS UNDER FIN 48: PART X: 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 AS ITS ONLY SIGNIFICANT TAX POSITION AND HAS DETERMINED THAT SUCH TAX POSITION DOES 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. NORTH AMERICA 1 1 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 SUSTAINABILITY PERFORMANCE. 76032 1 1 0 0 1 1 76032 0 76032 0 0 0 0 0 0 X X X X 0 0 0 0 0 0 0 1 0 MINDY LUBBER 182614 0 0 0 0 0 7147 0 20142 0 209903 0 0 0 LANCE PIERCE 137351 0 3040 0 0 0 2407 0 15881 0 158679 0 0 0 NANCY YANOFSKY 139095 0 0 0 0 0 5422 0 10391 0 154908 0 0 0 PART I, LINE 7 THE CEO, UPON A 90-DAY REVIEW OF NEW HIRE EXECUTIVE DIRECTOR/COO (START DATE 1/31/11), APPROVED A BONUS AS NOTED ON HIS OFFER LETTER. FORM 990, PART I, LINE 19: THE NEGATIVE CHANGE IN NET ASSETS IN 2010 AND 2011 IS OFFSET IN PART BY THE RECEIPT OF SEVERAL LARGE MULTIPLE YEAR GRANTS IN PRIOR YEARS, MUCH OF WHICH IS BEING RELEASED (EARNED) IN SUBSEQUENT YEARS. ORGANIZATION MISSION STATEMENT 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 GROUPS TOGETHER TO FIND POSITIVE SOLUTIONS FOR COMPLEX ENVIRONMENTAL AND SOCIAL CHALLENGES. FOR EXAMPLE, OVER THE PAST 10 YEARS CERES HAS CO-HOSTED FIVE INVESTOR SUMMITS AT THE UNITED NATIONS, DRAWING REPRESENTATIVES FROM U.S. AND INTERNATIONAL INVESTOR GROUPS TO EXAMINE EMERGING BUSINESS OPPORTUNITIES FROM CLIMATE CHANGE AND RELATED MACRO ENVIRONMENTAL IMPACTS. CERES INTRODUCED THE CONCEPT OF "CLIMATE RISK" TO WORLD BUSINESS LEADERS AND MOBILIZES ENGAGEMENT OF INVESTORS IN THIS EFFORT THROUGH THE INVESTOR NETWORK ON CLIMATE RISK. IN 2010, CERES LAUNCHED "THE 21ST CENTURY CORPORATION: THE CERES ROADMAP FOR SUSTAINABILITY," A PROGRAM THAT LAYS OUT 20 KEY EXPECTATIONS RELATED TO GOVERNANCE, STAKEHOLDER ENGAGEMENT, DISCLOSURE AND PERFORMANCE. IN 1995 CERES HELPED FOUND THE GLOBAL REPORTING INITIATIVE, NOW THE DE-FACTO STANDARD FOR REPORTING ENVIRONMENTAL AND SOCIAL PERFORMANCE OF 2,500 COMPANIES WORLDWIDE. FORM 990, PART VI, SECTION A, LINE 6 ALL MEMBERS HAVE EQUIVALENT POWER EXCEPT FOR CERTAIN MEMBERS WHO HAVE ROLES WITH THE BOARD SUCH AS THE CO-CHAIRS, TREASURER, AND SECRETARY. FOR EXAMPLE, THE TREASURER WOULD CONDUCT FINANCE COMMITTEE MEETINGS AND OVERSEE THE FINANCES OF THE ORGANIZATION; WHILE THE SECRETARY'S ROLE WOULD BE TO SIGN ORGANIZATIONAL DOCUMENTS. ALL MEMBERS WOULD HAVE THE SAME POWER TO VOTE WHEN IT COMES DOWN TO ORGANIZATIONAL DECISIONS. 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 990, WITH THE INFORMATION GATHERED IN THE QUESTIONNAIRE PROVIDED BY THE FINANCE TEAM, AND SENDS A DRAFT TO THE ORGANIZATION. THE SENIOR MANAGEMENT TEAM REVIEWS THIS AND EMAILS TO THE FULL BOARD FOR ITS REVIEW PRIOR TO ITS FILING. THE AUDIT COMMITTEE MEETS WITH THE AUDITORS TO REVIEW AND ACCEPT 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 SURVEY 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 DEVELOPMENT DIRECTOR) 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 AND ANNUAL REPORT ARE AVAILABLE AT HTTP://WWW.CERES.ORG/ABOUT-US/FINANCIALS. THE ORGANIZATION PROVIDES COPIES OF THE FINANCIAL STATEMENTS AND GOVERNING DOCUMENTS UPON REQUEST. CERES' FORM 990 IS ALSO AVAILABLE VIA GUIDESTAR, AND THE MASSACHUSETTS ATTORNEY GENERAL'S WEBSITE.