| Form 990, Part VI, Section B, line 11 |
The Form 990 information was assimilated by the Finance Department with assistance from the CFO and VP of Operations. The information was then sent to the outside tax professionals at Gelman, Rosenberg & Freedman who completed and reviewed the return. The completed return was then reviewed by the CEO and after review and modifications, if any, it was reviewed by the GuideStar Audit Committee. After taking into account any comments/recommendations of the GuideStar Audit Committee, the Form 990 was finalized and sent electronically to the full Board prior to filing with the IRS. |
| Form 990, Part VI, Section B, line 12c |
Per the GuideStar employee handbook, all employees are under a "continuing obligation to disclose any actual or potential conflict of interest as soon as it is known or reasonably known." They must complete a "Conflict of Interest Disclosure Statement" and update it annually. Board members complete a "Conflict of Interest Disclosure Statement" annually. Where an actual or potential conflict exists between the interests of GuideStar and an interested party with respect to a specific proposed action or transaction, GuideStar will refrain from the proposed action or transaction until it has been approved by the disinterested members of the board of directors using the following procedures: 1. An interested party who has an actual or potential conflict of interest with respect to a proposed action or transaction will not participate in any way in, or be present during, the deliberations and decision making with respect to the action or transaction. The interested party may, upon request, be available to answer questions or provide material factual information about the proposed action or transaction. 2. The disinterested members of the board of directors may approve the proposed action or transaction if it is in the best interests of the corporation. The board will consider whether the terms of the proposed transaction are fair and reasonable to the organization. 3. The disinterested members of the board of directors will approve the action or transaction by vote of a majority of directors in attendance at a meeting at which a quorum is present. An interested party may be counted for purposes of determining whether a quorum is present but will not be counted for purposes of determining what constitutes a majority vote of directors in attendance. 4. The minutes of the meeting will reflect that the conflict disclosure was made, the vote taken, and, where applicable, the abstention from voting and participation by the interested party. |
| Form 990, Part VI, Section B, line 15 |
GUIDESTAR'S COMPENSATION POLICIES OVERSIGHT GuideStar's President and CEO compensation policies are established by the GuideStar Board of Directors Executive Committee and approved by the full GuideStar Board of Directors. For 2013, the Executive Committee consisted of the following people: - Feather Houstoun , Board Chair - Clara Miller, Board Vice-Chair - Tom Tinsley, Board Treasurer - Charles Best, Board Secretary Responsibilities of the Executive Committee regarding policies and procedures pertaining to the compensation of the President and CEO: 1. Review and approve organizational goals and objectives 2. Review his or her performance in light of those goals and objectives 3. Review parameters for total compensation 4. Annually review compensation policies and procedures and make recommendations for adjustments 5. Review and approve any employment agreement 6. Review and approve any severance 7. Oversee plans for management development and succession 8. Retain and terminate, in its sole discretion, any compensation Compensation Philosophy The allocation of GuideStar's financial and human resources and its compensation plans are designed to help achieve progress in meeting GuideStar's mission and strategic plan. The board recognizes that achieving this requires attracting, retaining and rewarding skilled executives and personnel within appropriate guidelines established by the IRS and good nonprofit governance practices. As a result, we have designed compensation plans that are competitive in the market place and balanced between short and long-term goals. Process used to Determine Executive Compensation IRS Guidelines: 1. Total compensation for GuideStar's senior executives must meet the standards under the IRS "intermediate sanctions" regulations. 2. The IRS intermediate sanctions regulations apply to "disqualified persons" at 501(c)(3) public charities and 501(c)(4) social welfare organizations. GuideStar is a 501(c)(3) organization. A disqualified person is someone who is in a position to exercise substantial influence with respect to the organization's affairs. Disqualified persons include chief executives, chief operating officers and other key employees, board members, close relatives of officers and board members, and others who are in a position to influence the organization. 3. Compensation, for purposes of intermediate sanctions, includes all remuneration (base pay, incentives and bonuses, deferred compensation, and benefits). Thus, total compensation compared to the market is the appropriate comparison for intermediate sanctions purposes. Incentives and bonuses are permissible under intermediate sanctions, as long as the total amount of compensation is reasonable. GuideStar process: 1. Each December, the full Board meets to establish goals for the coming year and allocate financial resources. These goals become the basis for establishing performance goals and metrics for the organization as a whole, departments and individuals. 2. The Executive Committee meets to establish performance goals for the President and CEO and to establish overall compensation philosophy for the coming year. The total compensation package for the President and CEO includes an annual incentive based on achieving organization and individual objectives. Objectives are based on GuideStar's strategic plan. 3. The board has also set a goal that all GuideStar employees, including executives, receive market-competitive benefits. 4. For executives, a job description is updated each year and each GuideStar position is placed at a market-based salary point according to the competitive marketplace for that position. 5. To meet the "reasonable standard" of the IRS, GuideStar periodically hires an independent outside consultant to help determine as the IRS states "the value that would ordinarily be paid for like services by like enterprises under like circumstances." Working with the Executive Committee, the consultant has determined a group of five organizations identified as most comparable to GuideStar. Like GuideStar, the comparator organizations receive less than 25% of their revenues from government grants, and more than 20% of their revenues from program activities. As the leading organizations that provide services to and information on the nonprofit sector, these five organizations are comparable to GuideStar in mission. These organizations also match GuideStar in size, the quality of staff that they recruit, and their public prominence. In addition, the consultant reviews three national professionally prepared compensation surveys as well as certain IRS Forms 990. 6. The Executive Committee reviews the consultant's report and makes recommendations which are reviewed and voted on by the full board. The full board approves the compensation of the President and CEO. 7. During the course of the year, the performance of the President and CEO is reviewed on a quarterly basis by the Chairman and a full report is presented to the board. The President and CEO is responsible for quarterly performance reviews of all executive staff. 8. Base pay is adjusted annually based on marketplace movement and GuideStar financial status. 9. Performance pay for the CEO is comprises of an annual incentive to be paid at the end of each year. Performance pay is based on achieving GuideStar annual organization and individual objectives. Objectives are based on GuideStar's strategic plan. |
| Form 990, Part VI, Section C, line 19 |
GuideStar's financial statements are made available on its website www.guidestar.org. Additionally, these documents along with GuideStar's governing documents and conflict of interest policy are provided upon request from the public. |
Attach to Form 990 or 990-EZ.