FORM 990, PART VI, SECTION A, LINE 8B |
THE FOUNDATION HAS NO COMMITTEES. |
FORM 990, PART VI, SECTION B, LINE 11 |
THE FINANCE AND AUDIT COMMITTEE (THE "COMMITTEE") OF THE PERSONAL CARE PRODUCTS COUNCIL'S BOARD OF DIRECTORS ASSISTS THE FOUNDATION'S BOARD IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES RELATING TO THE FOUNDATION'S FINANCIAL, OTHER GOVERNING, AND OPERATING POLICIES. THE COUNCIL'S FINANCE AND AUDIT COMMITTEE IS COMPRISED OF ITS CHAIRMAN OF THE BOARD, TREASURER, AND OTHER MEMBERS OF THE EXECUTIVE COMMITTEE APPOINTED BY THE BOARD. TO ADDRESS THE ISSUE OF THE PRACTICALITY OF A FULL FOUNDATION BOARD REVIEW OF THE 990, THIS COMMITTEE WILL RECEIVE A DRAFT COPY OF THE 990, REVIEW IT, AND APPROVE IT FOR ISSUANCE. THIS REVIEW WILL TAKE PLACE IN A TIME FRAME THAT WILL ALLOW THE 990 TO BE FILED BY THE APPLICABLE FILING DATE. THE COMMITTEE'S REVIEW WILL BE CONDUCTED WITH THE THIRD PARTY TAX PREPARERS AND MANAGEMENT OF THE FOUNDATION. A REPORT WILL BE MADE TO THE FOUNDATION'S BOARD AT ITS NEXT MEETING THAT THE REVIEW AND APPROVAL OF THE 990 TOOK PLACE, AND THAT IT HAS BEEN FILED. |
FORM 990, PART VI, SECTION B, LINE 12C |
THE FOUNDATION FOLLOWS THE POLICY OF THE COUNCIL SINCE THE COUNCIL'S EXECUTIVE COMMITTEE ALSO SERVES AS THE FOUNDATION'S BOARD OF DIRECTORS. ANNUALLY ALL DIRECTORS, OFFICERS, AND SENIOR STAFF EMPLOYEES WILL RECEIVE A COPY OF THE CONFLICT OF INTEREST POLICY TOGETHER WITH A CONFLICT OF INTEREST STATEMENT OF DISCLOSURE, WHICH SHALL BE COMPLETED AT LEAST ANNUALLY. EACH NEW DIRECTOR, OFFICER, AND SENIOR STAFF EMPLOYEE SHALL PARTICIPATE IN A SIMILAR PROCEDURE IMMEDIATELY UPON ASSUMPTION OF HIS OR HER RESPONSIBILITIES. DIRECTORS: ANY MEMBER OF THE BOARD OF DIRECTORS WHO MAY BE INVOLVED IN A COUNCIL BUSINESS TRANSACTION IN WHICH THERE IS A POSSIBLE CONFLICT OF INTEREST SHALL PROMPTLY NOTIFY THE PRESIDENT OR THE GENERAL COUNSEL. THE BOARD MEMBER SHALL REFRAIN FROM VOTING ON ANY SUCH TRANSACTION, PARTICIPATING IN DELIBERATIONS CONCERNING IT, OR USING PERSONAL INFLUENCE IN ANY WAY IN THE MATTER. THE BOARD MEMBER'S PRESENCE MAY NOT BE COUNTED IN DETERMINING THE QUORUM FOR ANY VOTE WITH RESPECT TO A COUNCIL BUSINESS TRANSACTION IN WHICH HE OR SHE HAS A POSSIBLE CONFLICT OF INTEREST. THE BOARD MEMBER, OR THE CHAIRMAN IN THE DIRECTOR'S ABSENCE, SHALL DISCLOSE A POSSIBLE CONFLICT OF INTEREST TO THE OTHER MEMBERS OF THE BOARD BEFORE ANY VOTE ON A COUNCIL BUSINESS TRANSACTIONS, AND SUCH DISCLOSURE SHALL BE RECORDED IN THE BOARD MINUTES OF THE MEETING AT WHICH IT IS MADE. ANY COUNCIL BUSINESS TRANSACTION WITH A MEMBER OF THE BOARD OF DIRECTORS SHALL HAVE TERMS THAT ARE AT LEAST AS FAIR AND REASONABLE TO THE COUNCIL AS THOSE THAT WOULD OTHERWISE BE AVAILABLE TO THE COUNCIL IF IT WERE DEALING WITH AN UNRELATED PARTY. STAFF: ANY SENIOR STAFF MEMBER WHO MAY BE INVOLVED IN A COUNCIL BUSINESS TRANSACTION IN WHICH THERE IS A POSSIBLE CONFLICT OF INTEREST SHALL PROMPTLY REPORT THE POSSIBLE CONFLICT TO THE PRESIDENT OR GENERAL COUNSEL. IF THE POSSIBLE CONFLICT INVOLVES THE PRESIDENT, THE POSSIBLE CONFLICT SHALL BE REPORTED TO THE CHAIRMAN OF THE BOARD BY THE PRESIDENT. THE PRESIDENT, OR WHERE APPLICABLE THE CHAIRMAN, AFTER RECEIVING INFORMATION ABOUT A POSSIBLE CONFLICT OF INTEREST, SHALL TAKE SUCH ACTION AS IS NECESSARY TO ASSURE THAT THE TRANSACTION IS COMPLETED IN THE BEST INTEREST OF THE ASSOCIATION WITHOUT THE SUBSTANTIVE INVOLVEMENT OF THE PERSON WHO HAS THE POSSIBLE CONFLICT OF INTEREST. THIS DOES NOT MEAN THAT THE PURCHASE OR OTHER TRANSACTION MUST NECESSARILY BE DIVERTED, BUT SIMPLY THAT PERSONS OTHER THAN THE ONE WITH THE POSSIBLE CONFLICT SHALL MAKE THE JUDGMENTS INVOLVED AND SHALL CONTROL THE TRANSACTION. A WRITTEN RECORD OF ANY REPORT OF POSSIBLE CONFLICT AND OF ANY ADJUSTMENTS MADE TO AVOID POSSIBLE CONFLICTS OF INTEREST SHALL BE KEPT BY THE PRESIDENT OR THE GENERAL COUNSEL. ANY DISPUTED ACTION WITH RESPECT TO THIS POLICY SHALL BE RESOLVED BY THE BOARD. |
FORM 990, PART VI, SECTION B, LINE 15 |
THE FOUNDATION FOLLOWS THE COUNCIL'S COMPENSATION POLICY, AND THE CEO OF THE COUNCIL ALSO IS THE PRESIDENT OF THE FOUNDATION. BECAUSE OF THAT, THE COUNCIL'S COMPENSATION COMMITTEE ALSO SERVES IN THAT CAPACITY FOR THE FOUNDATION. THE COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE BOARD OF DIRECTORS ASSISTS THE BOARD IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES RELATING TO THE COUNCIL'S COMPENSATION OF STAFF. SPECIFICALLY THIS INCLUDES DETERMINING THE COUNCIL'S COMPENSATION PHILOSOPHY AND DETERMINATION AND APPROVAL OF THE CEO'S COMPENSATION. WITHIN THE COMPENSATION PHILOSOPHY AND SYSTEM APPROVED BY THE COMMITTEE, THE CEO IS SOLELY RESPONSIBLE FOR ADMINISTERING THE COMPENSATION SYSTEM FOR ALL COUNCIL EMPLOYEES OTHER THAN THE CEO. THE COMMITTEE, HOWEVER, WILL REVIEW AND APPROVE THE COMPENSATION OF OTHER EXECUTIVE (NON-CEO) STAFF TO CONFIRM THAT PAY LEVELS ARE WITHIN MARKET PRACTICE AND THE COUNCIL'S COMPENSATION PHILOSOPHY. THE CHAIRMAN OF THE BOARD OF DIRECTORS SHALL APPOINT A COMPENSATION COMMITTEE COMPRISED OF MEMBERS OF THE EXECUTIVE COMMITTEE, WHO HAVE NO RELATIONSHIP TO THE COUNCIL THAT MAY INTERFERE WITH THE EXERCISE OF THEIR INDEPENDENCE FROM MANAGEMENT OF THE COUNCIL. THE CHAIRMAN OF THE BOARD OF DIRECTORS OR A COMPENSATION COMMITTEE MEMBER DESIGNEE SHALL SERVE AS THE CHAIR PERSON OF THIS COMMITTEE. ALL MEMBERS OF THE COMMITTEE SHALL HAVE A WORKING FAMILIARITY WITH FUNDAMENTAL COMPENSATION PRACTICES. DUTIES AND RESPONSIBILITIES: THE PRINCIPAL DUTIES AND RESPONSIBILITIES OF THE COMMITTEE ARE 1) TO APPROVE THE COUNCIL'S COMPENSATION PHILOSOPHY, WHICH INCLUDES SPECIFYING MARKETPLACE DEFINITION AND TARGET COMPENSATION LEVELS RELATIVE TO THE MARKETPLACE; 2) TO EVALUATE THE CEO'S PERFORMANCE IN LIGHT OF THE COUNCIL'S ANNUAL GOALS AND OBJECTIVES AND DETERMINE THE ANNUAL BASE SALARY AND ANNUAL INCENTIVE-BASED COMPENSATION FOR THE CEO; 3) TO REVIEW AND APPROVE THE CEO'S RECOMMENDATIONS REGARDING COMPENSATION FOR OTHER EXECUTIVE STAFF; 4) TO APPROVE ANY EMPLOYMENT CONTRACT APPLICABLE TO THE PRESIDENT/CEO; AND 5) TO PERIODICALLY REVIEW BOTH REGIONAL AND INDUSTRY-WIDE COMPENSATION PRACTICES AND TRENDS IN ORDER TO ASSESS THE APPROPRIATENESS AND COMPETITIVENESS OF THE COUNCIL'S EXECUTIVE COMPENSATION PROGRAMS AMONG COMPARABLE COMPANIES IN THE COUNCIL'S INDUSTRY. IN CONDUCTING THIS PERIODIC REVIEW, THE COMMITTEE SHALL HAVE THE RESOURCES AND AUTHORITY APPROPRIATE TO DISCHARGE ITS RESPONSIBILITIES, INCLUDING THE AUTHORITY TO RETAIN CONSULTANTS, ACCOUNTANTS, AND LEGAL OR OTHER ADVISORS, AT THE COUNCIL'S EXPENSE. ANY CONSULTANTS OR OTHER ADVISORS RETAINED SHALL BE INDEPENDENT AND HAVE APPROPRIATE EXPERTISE REGARDING COMPENSATION ARRANGEMENTS FOR NONPROFIT TAX-EXEMPT CORPORATIONS. PROCESS: ANNUAL PERFORMANCE OBJECTIVES ARE DEVELOPED AS A BASIS FOR ASSESSING THE CEO'S ANNUAL PERFORMANCE AND FOR COMPENSATION REWARDS AT YEAR-END. THE PERFORMANCE OBJECTIVES ARE LINKED TO THE COUNCIL'S ANNUAL GOALS AND OBJECTIVES. THEY COMBINE SUBSTANTIVE (E.G. POLICY/GOVERNMENTAL) OBJECTIVES WITH MEASURES OF INTERNAL EFFECTIVENESS (FOR EXAMPLE, MEMBERSHIP AND PERFORMANCE AGAINST BUDGET). THEY ARE WRITTEN TO BE AS CONCRETE AND NUMERICAL AS POSSIBLE. THE CHAIRMAN OF THE BOARD, WITH INVOLVEMENT OF MEMBERS OF THE COMPENSATION OR EXECUTIVE COMMITTEES AS APPROPRIATE, REVIEWS AND APPROVES THESE OBJECTIVES. AT YEAR-END, THE COMPENSATION COMMITTEE CONDUCTS A PERFORMANCE REVIEW OF THE CEO TO DETERMINE THE EXTENT TO WHICH THE ANNUAL PERFORMANCE OBJECTIVES HAVE BEEN MET. THE COMMITTEE MAY SEEK INPUT FROM OTHER MEMBERS OF THE BOARD REGARDING THE CEO'S PERFORMANCE. BASED ON THE PERFORMANCE REVIEW OF THE CEO, THE COMMITTEE WILL DETERMINE THE LEVEL OF INCENTIVE COMPENSATION TO BE AWARDED TO THE CEO FOR THE PREVIOUS YEAR'S PERFORMANCE. THE COMMITTEE WILL ALSO DETERMINE THE BASE SALARY INCREASE FOR THE CEO FOR THE COMING YEAR. IN MAKING THIS DETERMINATION, THE COMMITTEE WILL CONSIDER THE CEO'S CURRENT AND HISTORICAL PERFORMANCE, AS WELL AS RELEVANT MARKET DATA. THE COMMITTEE WILL REVIEW THE CEO'S COMPENSATION DECISIONS REGARDING OTHER EXECUTIVE STAFF TO CONFIRM THAT THEY ARE IN KEEPING WITH THE COUNCIL'S COMPENSATION PHILOSOPHY AND CURRENT MARKET PRACTICE. THE CEO'S COMPENSATION DECISIONS ARE BASED ON THE EXECUTIVE'S ANNUAL PERFORMANCE AGAINST THEIR PERFORMANCE OBJECTIVES, WHICH HAVE BEEN APPROVED BY THE CEO. ADMINISTRATION: THE COMMITTEE SHALL MEET AS OFTEN AS NECESSARY TO CARRY OUT ITS RESPONSIBILITIES. A MAJORITY OF THE MEMBERS PRESENT WILL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS, AND ANY ACTION APPROVED BY AT LEAST A MAJORITY OF THE MEMBERS SHALL REPRESENT THE VALID ACTION OF THE COMMITTEE. THE COMMITTEE SHALL MAINTAIN WRITTEN MINUTES OF ALL OF ITS MEETINGS. THE MINUTES SHALL BE CIRCULATED IN DRAFT FORM TO ALL COMMITTEE MEMBERS TO ENSURE ACCURACY AND SHALL BE APPROVED AT A SUBSEQUENT MEETING OF THE COMMITTEE. DOCUMENTATION OF COMMITTEE APPROVALS OF COMPENSATION MAY BE DONE BY EMAIL IF THE APPROVAL BY INDIVIDUAL MEMBERS OF THE COMMITTEE MUST OCCUR AFTER THE CONCLUSION OF AN ACTUAL MEETING. |
FORM 990, PART VI, SECTION C, LINE 19 |
UPON REQUEST, THESE DOCUMENTS WOULD BE FURNISHED TO THE REQUESTING PARTY BY MAIL. |
FORM 990, PART XII, LINE 2C: |
THE AUDIT OVERSIGHT PROCESS REMAINS UNCHANGED FROM THE PRIOR YEAR. |