TY 2012 Form 990 Schedule O

efile Public Visual Render ObjectId: 201402489349300245 - Submission: 2014-09-05 TIN: 22-3053747

SCHEDULE O
(Form 990 or 990-EZ)

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 to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

CERES INC

Employer identification number

22-3053747

Identifier	Return Reference	Explanation
	FORM 990, PART I, LINE 19:	THE NEGATIVE CHANGE IN NET ASSETS IN FISCAL YEAR 2012 IS OFFSET IN PART BY THE RECEIPT OF SEVERAL LARGE MULTIPLE YEAR GRANTS IN PRIOR YEARS, MUCH OF WHICH IS BEING RELEASED (EARNED) IN FISCAL YEAR 2012 AND IN SUBSEQUENT YEARS.
		FORM 990, PART A: 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 2012 FISCAL YEAR PRESENTED IS A 10-MONTH YEAR FROM JANUARY 1, 2012 TO OCTOBER 31, 2012, AND THE 2013 FISCAL YEAR PRESENTED IS A 12-MONTH YEAR FROM NOVEMBER 1, 2012 TO OCTOBER 31, 2013.
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 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). IN 2010, CERES LAUNCHED THE 21ST CENTURY CORPORATION: THE CERES ROADMAP FOR SUSTAINABILITY, A DOCUMENT THAT OUTLINES 20 KEY EXPECTATIONS FOR COMPANIES RELATED TO GOVERNANCE PRACTICES, STAKEHOLDER ENGAGEMENT, DISCLOSURE AND SUSTAINABILITY PERFORMANCE. CERES ALSO LAUNCHED THE GLOBAL REPORTING INITIATIVE, NOW THE DE-FACTO STANDARD FOR REPORTING ENVIRONMENTAL AND SOCIAL PERFORMANCE USED BY 2,500 COMPANIES WORLDWIDE.
	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 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 CHIEF 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, 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.

Identifier

Return Reference

Explanation

FORM 990, PART I, LINE 19:

THE NEGATIVE CHANGE IN NET ASSETS IN FISCAL YEAR 2012 IS OFFSET IN PART BY THE RECEIPT OF SEVERAL LARGE MULTIPLE YEAR GRANTS IN PRIOR YEARS, MUCH OF WHICH IS BEING RELEASED (EARNED) IN FISCAL YEAR 2012 AND IN SUBSEQUENT YEARS.

FORM 990, PART A: 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 2012 FISCAL YEAR PRESENTED IS A 10-MONTH YEAR FROM JANUARY 1, 2012 TO OCTOBER 31, 2012, AND THE 2013 FISCAL YEAR PRESENTED IS A 12-MONTH YEAR FROM NOVEMBER 1, 2012 TO OCTOBER 31, 2013.

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 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). IN 2010, CERES LAUNCHED THE 21ST CENTURY CORPORATION: THE CERES ROADMAP FOR SUSTAINABILITY, A DOCUMENT THAT OUTLINES 20 KEY EXPECTATIONS FOR COMPANIES RELATED TO GOVERNANCE PRACTICES, STAKEHOLDER ENGAGEMENT, DISCLOSURE AND SUSTAINABILITY PERFORMANCE. CERES ALSO LAUNCHED THE GLOBAL REPORTING INITIATIVE, NOW THE DE-FACTO STANDARD FOR REPORTING ENVIRONMENTAL AND SOCIAL PERFORMANCE USED BY 2,500 COMPANIES WORLDWIDE.

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 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 CHIEF 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, 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.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

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