2011-07-25T12:59:34-05:00 2010-12-31 CBIZ TOFIAS 350 MASSACHUSETTS AVENUE CAMBRIDGE MA 02139 990 2010-01-01 223053747 CERES INC CERE 6172470700 99 CHAUNCY STREET 6TH FLOOR BOSTON MA 021111703 GORDON MACFARLAND 6172470700 2011-07-18 1 JOSEPH M GISO MST 6177610600 2011-07-18 2010 2016-02-24 21:20:13Z MINDY LUBBER 99 CHAUNCY STREET 6TH FLOOR BOSTON MA 021111703 7102484 0 X WWW.CERES.ORG X 1990 MA CERES, INC. (CERES) IS A BOSTON-BASED ORGANIZATION THAT ORGANIZES AND COORDINATES A COALITION OF INVESTOR, ENVIRONMENTAL, AND PUBLIC INTEREST ORGANIZATIONS TO INCREASE CORPORATE TRANSPARENCY, ADDRESS SOCIAL AND ENVIRONMENTAL CHALLENGES AND INTEGRATE SUSTAINABLE SOLUTIONS INTO BUSINESS STRATEGIES. 21 20 82 16 0 0 7103785 4301463 2118063 2525281 24055 27834 313365 241696 9559268 7096274 0 0 0 0 3554241 4063211 7050 7422 622112 3303114 3125380 6864405 7196013 2694863 -99739 8385460 8004221 1367590 1086090 7017870 6918131 X SEE SCHEDULE O 0 0 1155308 209829 INVESTOR PROGRAMS: CERES WORKS WITH INVESTORS WORLDWIDE TO IMPROVE CORPORATE AND PUBLIC POLICIES ON CLIMATE CHANGE AND OTHER ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE ISSUES. AS PART OF THIS MISSION, IN 2003 CERES LAUNCHED AND CONTINUES TO COORDINATE THE INVESTOR NETWORK ON CLIMATE RISK (INCR), NOW AN ALLIANCE OF 100 LEADING U.S. AND EUROPEAN INSTITUTIONAL INVESTORS WITH ASSETS OF OVER $10 TRILLION. THROUGH INCR, CERES HAS MOBILIZED MAJOR INSTITUTIONAL INVESTORS TO PRESS COMPANIES FOR CLIMATE RISK ANALYSIS AND DISCLOSURE. INVESTOR SUMMITS, COORDINATED BY CERES, WERE HELD AT THE UNITED NATIONS IN 2003, 2005, 2008, AND 2010 AND PLANS FOR A 2012 SUMMIT ARE UNDERWAY. THESE GATHERINGS BRING TOGETHER LEADERS FROM GLOBAL ASSET OWNERS AND MANAGERS TO CONSIDER HOW COLLECTIVELY THEIR ACTIONS AND DECISIONS CAN INFLUENCE AND LEVERAGE CORPORATE BEHAVIOR AND ACCOUNTABILITY. 1604738 100000 INDUSTRY PROGRAMS: CERES BRINGS INVESTORS AND ENVIRONMENTAL EXPERTS TOGETHER WITH REPRESENTATIVES FROM INDUSTRIES ENGAGED IN THE ELECTRIC POWER, OIL, INSURANCE, TRANSPORTATION, AND REAL ESTATE SECTORS TO CREATE SOLUTIONS TO A RANGE OF ENVIRONMENTAL PROBLEMS ATTRIBUTABLE TO THE ACTIVITIES CONDUCTED BY COMPANIES IN THESE SECTORS. CERES HAS DEVELOPED A WATER PROGRAM, WHICH LOOKS AT CROSS-CUTTING ISSUES RELATED TO WATER USE AND QUALITY IN COMPANY SUPPLY CHAINS AND PRODUCTION PROCESSES. CERES IS COORDINATING DIALOGUES ON CLIMATE CHANGE WITH THE ELECTRIC POWER SECTOR, COMMERCIAL REAL ESTATE DEVELOPERS AND OPERATORS, AND OIL COMPANIES. CERES HAS ENGAGED WITH INSURANCE COMPANIES AND REGULATORS TO INCORPORATE ENVIRONMENTAL IMPACTS IN RISK ASSESSMENT MODELS. 1799975 459041 POLICY PROGRAMS: CERES IS ENGAGED IN DEVELOPING CLIMATE AND ENERGY POLICIES THAT ENCOURAGE SUSTAINABLE BUSINESS PRACTICES WHICH LESSEN THE IMPACTS OF GLOBAL WARMING. CERES EDUCATES BUSINESS LEADERS AND INVESTORS ON RELATED ISSUES AND OPPORTUNITIES AND INVOLVES THEM IN THE POLITICAL PROCESS. IN 2010, CERES EXPANDED THE BUSINESS FOR INNOVATIVE CLIMATE AND ENERGY POLICY (BICEP) COALITION. CERES STAFF WORK WITH THIS COALITION OF WELL-KNOWN CONSUMER BRANDS TO PROMOTE POLICIES ADDRESSING LONG-TERM ECONOMIC THREATS POSED BY GLOBAL WARMING. CERES COLLABORATES WITH OTHER ORGANIZATIONS TO FURTHER THE GOALS OF THE PROGRAM. 999369 1299172 CORPORATE PROGRAMS: CERES HELPS COMPANIES MAKE THE CONNECTION BETWEEN SUSTAINABILITY AND STRONG CORPORATE GOVERNANCE PRACTICES, WITH A FOCUS ON STRONG MANAGEMENT SYSTEMS AND ACCOUNTABILITY STRUCTURES. THIS IS ACCOMPLISHED BY CONVENING CUSTOMIZED STAKEHOLDER GROUPS FOR MEMBER COMPANIES AND WORKING WITH THESE COMPANIES TO IMPROVE THEIR PUBLIC DISCLOSURE OF SUSTAINABILITY PERFORMANCE, STRATEGY, AND GOALS. THE ULTIMATE GOAL OF THIS PROGRAM IS COMPANIES ACHIEVING MEASUREABLE PERFORMANCE IMPROVEMENTS REGARDING THEIR ENVIRONMENTAL FOOTPRINT AND SOCIAL IMPACTS. THERE ARE OVER 80 CERES COMPANIES, ABOUT 30% OF WHICH ARE IN THE FORTUNE 500. 396839 698935 CERES CONFERENCE: CERES STAGES AN ANNUAL MULTI-DAY CONFERENCE THAT DRAWS REPRESENTATIVES FROM ITS KEY CONSTITUENCIES: MEMBER AND PROSPECTIVE COMPANIES AND INVESTORS, COALITION MEMBERS, AND OTHER PARTIES INTERESTED IN CERES WORK. THROUGH A COMBINATION OF PLENARY AND WORKSHOP SESSIONS, THE CONFERENCE PROVIDES ATTENDEES AN OPPORTUNITY TO LEARN ABOUT BEST PRACTICES IN SUSTAINABILITY REPORTING AND PERFORMANCE AND TO HEAR ABOUT SUCCESSES ATTAINED AND CHALLENGES FACED BY COMPANIES IN MAKING SUBSTANTIVE LONG-TERM CHANGES IN THEIR PRACTICES. DURING THE CONFERENCE INVESTOR MEMBERS MEET TO CONSIDER WAYS TO BEST LEVERAGE THEIR INFLUENCE TO EFFECT CHANGES IN CORPORATE BEHAVIOR. 1396208 1998107 5956229 1 1 0 1 0 0 0 0 0 1 1 0 1 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 36 0 82 1 0 0 0 0 0 1 1 0 0 0 0 X 21 20 0 0 0 0 1 0 0 1 1 0 0 1 1 1 1 1 1 1 0 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 OCHOA FINANCE MANAGER 6172470700 99 CHAUNCY STREET 6TH FLOOR BOSTON MA 021111703 VIDETTE BULLOCK MIXON 5.00 X 0 0 0 MAJORA CARTER 5.00 X 0 0 0 NORM DEAN 5.00 X X 0 0 0 JACK EHNES 5.00 X 0 0 0 PAUL FREUNDLICH 5.00 X X 0 0 0 MICHEL GELOBTER 5.00 X 0 0 0 NEVA GOODWIN 5.00 X 0 0 0 JULIE F GORTE 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 0 0 0 LANCE PIERCE 5.00 X 0 0 0 HOWARD RIFKIN 5.00 X 0 0 0 TEDD SAUNDERS 5.00 X 0 0 0 BILL SOMPLATSKY-JARMAN 5.00 X 0 0 0 DEBORAH SORONDO 5.00 X 0 0 0 ANNE STAUSBOLL 5.00 X X 0 0 0 KEN SYLVESTER 5.00 X 0 0 0 BETSY TAYLOR 5.00 X 0 0 0 JOE UEHLEIN 5.00 X 0 0 0 MINDY LUBBER 40.00 X X 181480 0 23949 GORDON MACFARLAND 40.00 X 98528 0 15817 PEYTON FLEMING 40.00 X 101485 0 17936 381493 0 57702 2 0 1 0 DAVID GARDINER & ASSOCIATES 910 17TH ST NW SUITE 210 WASHINGTON DC 20006 CONSULTING SERVICES 274102 ANGELA BONARRIGO CO CEN 1101 14TH ST NW STE 1200 WASHINGTON DC 20005 CONSULTING SERVICES 132000 2 4301463 4301463 MEMBERSHIP DUES 900099 1604321 1604321 CONF. FEES & SPONS. 900099 698935 698935 FEE FOR SERVICE 541900 222025 222025 2525281 27696 27696 6348 6210 138 138 138 OTHER REVENUE 900099 241696 241696 241696 7096274 2766977 0 27834 280008 148299 84781 46928 3018279 2524646 192309 301324 105077 69746 24920 10411 387986 261314 75230 51442 271861 184614 49806 37441 3400 3400 68960 68960 11683 11683 7422 7422 14000 14000 314987 247731 28703 38553 219505 167268 26195 26042 326436 281511 25471 19454 394146 376817 7643 9686 90978 71190 8634 11154 PROFESSIONAL FEES 1572498 1517414 19117 35967 PRINTING 108787 79996 2503 26288 7196013 5956229 617672 622112 1702678 793482 352303 376631 3505500 3064860 1097698 687018 109294 108511 556692 294802 204097 261890 1401207 2699146 12683 12683 8385460 8004221 764832 669690 515258 416400 87500 0 1367590 1086090 X 1416819 1945440 5601051 4972691 7017870 6918131 8385460 8004221 -99739 0 X X 0 1 1 X 0 X 3594376 3449833 6223376 8491149 5905922 27664656 3594376 3449833 6223376 8491149 5905922 27664656 8132302 19532354 15429 30457 29319 23166 27696 126067 27790723 4693370 0.70280 0.69220 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 11683 11683 6562218 6573901 478695 119674 0 0 337852 375959 467829 478695 1660335 2490503 20000 95158 11683 126841 84463 93990 116957 119674 415084 622626 0 0 0 0 81075 30256 50819 475617 264546 211071 261890 CERTIFICATES OF DEPOSIT 2699146 F 2699146 7096274 7196013 -99739 0 -99739 7134532 38258 38258 7096274 0 7096274 7234271 38258 38258 7196013 0 7196013 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 SOCIAL RESPONSIBILITY ISSUES. 67883 1 0 1 67883 0 67883 0 0 0 0 0 0 X X X X 0 0 0 0 0 0 0 1 0 MINDY LUBBER 171480 0 10000 0 0 0 7346 0 16603 0 205429 0 0 0 PART I, LINE 7 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. ORGANIZATION MISSION STATEMENT FORM 990, PART III, LINE 1 CERES' MISSION IS TO INTEGRATE SUSTAINABILITY INTO CAPITAL MARKETS FOR THE HEALTH OF THE PLANET AND ITS PEOPLE. CERES IS KNOWN FOR ITS UNIQUE ABILITY TO BRING DIVERSE GROUPS TOGETHER TO FIND POSITIVE SOLUTIONS FOR COMPLEX ENVIRONMENTAL AND SOCIAL CHALLENGES. FOR EXAMPLE, IN JANUARY 2010 AT THE UNITED NATIONS, CERES CONVENED REPRESENTATIVES OF U.S. AND INTERNATIONAL INVESTOR GROUPS REPRESENTING $22 TRILLION IN CAPITAL TO EXAMINE AND ADDRESS THE INVESTMENT RISKS AND 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 1,500 COMPANIES WORLDWIDE. DECREASE IN CONTRIBUTIONS AND GRANTS FORM 990, PART I, LINE 8: CONTRIBUTIONS AND GRANTS CERES REPORTS INCOME ON THE 990 ACCORDING TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, WHICH REQUIRE GRANTS AND GIFTS BE REPORTED IN INCOME IN THE YEAR RECEIVED, REGARDLESS OF WHETHER RESTRICTIONS APPLY. THE $7,103,785 REPORTED AS INCOME IN THE PRIOR YEAR WAS IN PART A RESULT OF RECEIVING SEVERAL LARGE MULTIPLE YEAR GRANTS, MUCH OF WHICH IS BEING RELEASED (EARNED) IN SUBSEQUENT YEARS. 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 ARE PROVIDED THIS CIS FORM TO FILL OUT. ALSO, AS PART OF THE GOVERNANCE COMPLIANCE THE BOARD MEMBERS ARE REQUIRED TO INFORM TO ANY OF THE BOARD CO-CHAIRS OF CERES OF ANY MATERIAL CHANGE THAT DEVELOPS DURING THE YEAR IN THE INFORMATION CONTAINED IN THE FOREGOING STATEMENT. FORM 990, PART VI, SECTION B, LINE 15A 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). 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. DOES THE ORGANIZATION HAVE A COMMITTEE THAT ASSUMES OVERSIGHT OF AUDIT? FORM 990, PART XI, LINE 2C: FINANCIAL STATEMENTS & REPORTING THE ORGANIZATION HAS AN AUDIT COMMITTEE WITHIN ITS BOARD WHICH OVERSEES THE AUDIT OF THE FINANCIAL STATEMENTS AND SELECTION OF AN INDEPENDENT ACCOUNTANT. THE COMMITTEE WAS FORMED IN JULY 2009. THE COMMITTEE HAS THE RESPONSIBILITY OF MEETING WITH THE AUDITORS AND APPROVING THE AUDITED FINANCIAL STATEMENTS.