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
Western Growers Association
 
Employer identification number

95-1362030
Identifier Return Reference Explanation
MEMBERSHIP ORGANIZATION FORM 990, PART VI, SECTION A, LINES 6 AND 7A LINE 6 The Organization is comprised of members. The members are comprised of regular members, who grow, pack and ship fresh vegetables, fresh fruits and nuts in CA and AZ, and associate members who are aligned with Agriculture. In 2009, a new class of members, known as National members, was established for individuals who are non-residents of CA and AZ. LINE 7a The regular members elect members to the Association's Board from their respective districts that are divided amongst CA and AZ. National members also have voting rights to nominate members to the board, but only with respect to associate member board seats and not regular board member seats. Also, National members are not eligible to be nominated and elected into the WGA board.
PROCESS USED TO REVIEW THE FORM 990 FORM 990, PART VI, SECTION B, LINE 11 The Board of Directors has delegated the review of the Form 990 to the Audit and the Compensation Committees. The organization's CFO works closely with the outside tax firm it engages to prepare and review the Form 990 return prior to presenting a draft to the Audit and Compensation Committees. These Committees report their findings to the Board.
MONITORING AND ENFORCEMENT OF THE CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C The Executive Committee of the Board is charged with monitoring proposed or ongoing transactions for conflicts of interest and addressing any potential or actual conflicts. Pursuant to the Conflicts of Interest Policy, an annual conflict of interest questionnaire, aimed at determining any family and business relationships and transactions or other transactions that may pose a potential conflict, is distributed to all covered persons (i.e. board members, officers, executive leadership or key employees). Covered persons are required to disclose real or potential conflicts at the time when such conflicts arise. When someone becomes a covered person and annually thereafter, each covered person is required to sign a statement affirming that he/she: (1) has received a copy of the Conflicts of Interest Policy; (2) has read the Policy and understands said Policy; and (3) agrees to comply with all requirements of the Policy, including completing the conflicts of interest questionnaire. The completed questionnaires are reviewed by the Executive Committee and any persons with actual or potential conflicts are informed via written communication. The procedures for addressing any conflict of interest includes, but is not limited to, the following: (1) the conflicting interest is fully disclosed to the Board; (2) the interested person responds to factual questions related to the substance of the transaction or arrangement being considered, after which he/she shall leave the meeting; (3) the person with the conflict of interest is excluded from the discussion and approval of such transaction; (4) alternatives to the proposed transaction are investigated, competitive bids or comparable valuations are obtained; (5) any conflicting issues during the course of a Board meeting which cannot be resolved is referred to the Governance Committee; and (6) the transaction or action must be approved by a majority of disinterested persons.
DISCLOSURE OF DOCUMENTS FORM 990, PART VI, SECTION C, LINE 19 While federal tax laws do not mandate that the organization's governing documents, conflict of interest policy and financial statements be made available for public inspection, the organization makes these documents available upon request.
PROCESS OF DETERMINING COMPENSATION FORM 990, PART VI, SECTION B, LINES 15A THE BOARD APPOINTS A COMPENSATION COMMITTEE, COMPRISED SOLELY OF INDEPENDENT DIRECTORS, NONE OF WHICH HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT, TO BE ACCOUNTABLE FOR SETTING REASONABLE COMPENSATION PACKAGES FOR THE CEO. THE COMPENSATION COMMITTEE REVIEWS AND APPROVES THE ANNUAL PERFORMANCE GOALS AND CRITERIA TO BE USED IN DETERMINING INCENTIVE COMPENSATION CRITERIA FOR THE CEO. THE COMPENSATION COMMITTEE PERIODICALLY RECEIVES AND REVIEWS FROM A QUALIFIED INDEPENDENT COMPENSATION AND BENEFITS SPECIALIST (INDEPENDENT EXPERT) BENCHMARKING DATA FOR THE TOTAL COMPENSATION AND BENEFITS PACKAGES OF THE CEO. APPROPRIATE COMPARABILITY DATA IS OBTAINED FROM THE INDEPENDENT EXPERTS, I.E., TOTAL ECONOMIC BENEFITS PAID BY SIMILARLY SITUATED ORGANIZATIONS (BOTH TAXABLE AND TAX-EXEMPT) FOR SIMILAR JOB RESPONSIBILITIES. THE CEO'S COMPENSATION AGREEMENT IS REASSESSED ANNUALLY. THE COMMITTEE REVIEWS AND APPROVES THE CEO'S COMPENSATION PACKAGE INCLUDING ALL BENEFITS. INCENTIVE COMPENSATION IS BASED ON ACHIEVEMENT OF ANNUAL GOALS THAT WERE AGREED UPON TO DETERMINE THE TOTAL INCENTIVE COMPENSATION AWARDED EACH YEAR. ALL DELIBERATIONS AND DECISIONS ARE DOCUMENTED IN THE COMMITTEE'S MEETING MINUTES INCLUDING THE TERMS OF THE TRANSACTION AND DATE APPROVED, THE MEMBERS OF THE COMMITTEE PRESENT FOR DELIBERATORS AND WHO VOTED, AND THE DESCRIPTION OF THE COMPARABILITY DATA AND HOW OBTAINED. THE PRESIDENT/CEO'S 2013 COMPENSATION WAS APPROVED AT A BOARD MEETING ON JULY 25, 2012. OTHER OFFICERS COMPENSATION PACKAGES ARE APPROVED AS PART OF THE OVERALL ANNUAL BUDGET REVIEW PROCESS, WHICH FOR FISCAL YEAR 2013 WAS APPROVED ON JULY 24, 2012 BY THE EXECUTIVE COMMITTEE.
RECONCILIATION OF NET ASSETS FORM 990, PART XI, LINE 9 WESTERN GROWERS ASSOCIATION ISSUES PAC (SEPARATE FUND) CASH ACCOUNT TRANSFER NOT INCLUDED ON AUDITIED FINANCIAL STATEMENTS $12,338
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

Additional Data


Software ID:  
Software Version: