| FORM 990, PART III, LINE 1, ORGANIZATION MISSION: |
APPROVED BY THE AGA BOARD ON OCTOBER 13, 2015. THE AMERICAN GAS ASSOCIATION (AGA) REPRESENTS COMPANIES DELIVERING NATURAL GAS SAFELY, RELIABLY, AND IN AN ENVIRONMENTALLY RESPONSIBLE WAY TO HELP IMPROVE THE QUALITY OF LIFE FOR THEIR CUSTOMERS EVERY DAY. AGA'S MISSION IS TO PROVIDE CLEAR VALUE TO ITS MEMBERSHIP AND SERVE AS THE INDISPENSABLE, LEADING VOICE AND FACILITATOR ON ITS BEHALF IN PROMOTING THE SAFE, RELIABLE, AND EFFICIENT DELIVERY OF NATURAL GAS TO HOMES AND BUSINESSES ACROSS THE NATION. CORE STRENGTHS: 1. CONDUCTS PROGRAMS AND DEVELOPS STANDARDS TO HELP ENHANCE THE SAFE DELIVERY OF NATURAL GAS TO CONSUMERS; 2. ADVOCATES FOR NATURAL GAS INDUSTRY ISSUES, REGULATORY CONSTRUCTS AND BUSINESS MODELS THAT ARE PRIORITIES FOR THE INDUSTRY; 3. PROMOTES GROWTH IN THE EFFICIENT USE OF NATURAL GAS BY EMPHASIZING BEFORE A VARIETY OF STAKEHOLDERS THE BENEFITS OF CLEAN, ABUNDANT NATURAL GAS AS PART OF THE SOLUTION TO THE NATION'S ENERGY AND ENVIRONMENTAL GOALS; 4. FACILITATES THE EXCHANGE OF INFORMATION AND IMPROVEMENT OF PERFORMANCE METRICS TO HELP MEMBERS ACHIEVE OPERATIONAL EXCELLENCE; 5. HELPS MEMBERS MANAGE AND RESPOND TO THE ENERGY NEEDS OF CUSTOMERS, REGULATORY TRENDS, NATURAL GAS OR CAPITAL MARKET ISSUES AND EMERGING TECHNOLOGIES; 6. COLLECTS, ANALYZES AND DISSEMINATES INFORMATION TO OPINION LEADERS, POLICY MAKERS AND CONSUMERS ABOUT THE BENEFITS PROVIDED BY ENERGY UTILITIES AND THE NATURAL GAS INDUSTRY; 7. ENCOURAGES THE DEVELOPMENT, COMMERCIALIZATION, AND REGULATORY ACCEPTANCE OF NATURAL GAS END-USE TECHNOLOGIES; AND 8. DELIVERS MEASURABLE VALUE TO AGA MEMBERS. |
| FORM 990, PART III, LINE 2 |
IN 2017, AGA LAUNCHED "YOUR ENERGY" A NATIONAL CONSUMER EDUCATION CAMPAIGN AIMED AT RAISING AWARENESS ABOUT THE CRITICAL ROLE NATURAL GAS PLAYS IN THE LIVES OF AMERICANS. "YOUR ENERGY" FOCUSES ON THE POSITIVE IMPACT NATURAL GAS CAN HAVE FOR FAMILIES, COMMUNITIES AND STATE ECONOMIES THROUGHOUT THE COUNTRY. THE DOWNSTREAM NATURAL GAS INFORMATION SHARING AND ANALYSIS CENTER (DNG ISAC) IS A PLATFORM CREATED BY AGA FOR SHARING CYBER AND PHYSICAL THREAT INTELLIGENCE, INCIDENT INFORMATION, ANALYTICS, AND TOOLS. THE DNG ISAC HELPS NATURAL GAS UTILITIES THROUGHOUT THE NATION SHARE AND ACCESS TIMELY, ACCURATE AND RELEVANT THREAT INFORMATION AS PART OF THEIR CONTINUED COMMITMENT TO THE SAFE AND RELIABLE DELIVERY OF CLEAN NATURAL GAS TO MORE THAN 70 MILLION CUSTOMERS THROUGHOUT THE NATION. ALL AGA MEMBER COMPANIES HAVE FULL ACCESS TO THE DNG ISAC. |
| FORM 990, PART VI, SECTION A, LINE 1 |
THE ASSOCIATION'S BYLAWS, UNDER ARTICLE VII, SECTION 2, PROVIDES THAT THE BOARD OF DIRECTORS MAY APPOINT AN EXECUTIVE COMMITTEE. THE EXECUTIVE COMMITTEE IS ELECTED BY THE ENTIRE BOARD AND MAY EXERCISE CERTAIN POWERS OF THE BOARD DURING THE INTERVALS BETWEEN MEETINGS OF THE BOARD. THE EXECUTIVE COMMITTEE IS GENERALLY COMPRISED OF THE BOARD OFFICERS AND NOT LESS THAN 7 OTHER MEMBERS OF THE BOARD. AGA BOARD MEMBERS ARE EXECUTIVES OF AGA FULL MEMBERS. |
| FORM 990, PART VI, SECTION A, LINE 6 |
THE ASSOCIATION HAS FIVE CLASSES OF MEMBERS UNDER ARTICLE III OF ITS BYLAWS. FULL MEMBERS INCLUDE UNITED STATES GAS DISTRIBUTION PUBLIC AND MUNICIPAL UTILITIES AND HAVE VOTING RIGHTS. LIMITED, ASSOCIATES, INTERNATIONAL MEMBERS AND INTERNATIONAL AFFILIATES CAN PARTICIPATE ON CERTAIN COMMITTEES, TAKE ADVANTAGE OF EDUCATIONAL OPPORTUNITIES AND PARTICIPATE IN OTHER APPLICABLE ACTIVITIES. |
| FORM 990, PART VI, SECTION A, LINE 7A |
THE ASSOCIATION IS A MEMBERSHIP ORGANIZATION AND FULL MEMBERS NOMINATE AND ELECT MEMBERS OF THE BOARD OF DIRECTORS (THE ASSOCIATION'S PRINCIPAL GOVERNING BODY) AT THE ASSOCIATION'S ANNUAL MEETING. |
| FORM 990, PART VI, SECTION A, LINE 7B |
THE MEMBERS OF THE ASSOCIATION MAKE CERTAIN DECISIONS, SUCH AS, THE ELECTION OF THE PRINCIPAL GOVERNING BODY (BOARD OF DIRECTORS) AS OUTLINED IN THE ORGANIZATION'S BYLAWS AT THE ANNUAL OR SPECIAL MEETINGS OF THE ASSOCIATION. SPECIAL MEETINGS MAY BE CALLED BY THE MEMBERSHIP TO ADDRESS ANY ISSUES OR QUESTIONS. THE ASSOCIATION'S GOVERNING BODIES ARE ACTIVE IN A NUMBER OF WAYS. THE ASSOCIATION MEMBERS ELECT A BOARD OF DIRECTORS (BOD) FROM THE MEMBERSHIP. COMMITTEES RELATED TO FINANCIAL OVERSIGHT, COMPENSATION AND GOVERNANCE ARE ESTABLISHED BY THE BOD. THESE INCLUDE THE EXECUTIVE COMMITTEE, BOARD FINANCE COMMITTEE, BOARD AUDIT COMMITTEE (CEOS, SOME OF WHOM HAVE A CPA DESIGNATION AND PUBLIC ACCOUNTING BACKGROUNDS) AND BOARD COMPENSATION COMMITTEE (BOD CHAIR, VICE CHAIR, 2ND VICE CHAIR, AND OTHER BOD MEMBERS USUALLY WITH LEADERSHIP ROLES IN THE ASSOCIATION). THE AUDIT COMMITTEE CHAIR IS A MEMBER OF THE BOARD OF DIRECTORS AND PROVIDES REGULAR REPORTS OF THE AUDIT COMMITTEE TO THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION B, LINE 11B |
THE ASSOCIATION'S INTERNAL PROCESS FOR REVIEW OF TAX FORMS IS EXTENSIVE. DUE TO THE COMPLEXITY OF THE RETURN, THE ASSOCIATION HAS HIRED ITS OUTSIDE ACCOUNTING FIRM TO PREPARE THE FORM 990. THE ASSOCIATION'S ACCOUNTING FIRM PROVIDES AN EXTENSIVE LIST OF REQUIRED INFORMATION. THE ASSOCIATION'S CONTROLLER ACCUMULATES THE DATA AND FORWARDS TO THE OUTSIDE ACCOUNTING FIRM WHO DRAFTS THE FORM 990. A DRAFT OF THE FORM 990 IS THEN REVIEWED BY THE STAFF REVIEW GROUP (SRG) WHICH IS COMPRISED OF THE ASSOCIATION'S CHIEF OPERATING OFFICE, CHIEF FINANCIAL OFFICER, CONTROLLER, THE GENERAL COUNSEL AND OTHERS. THE CONTROLLER ACCUMULATES ALL COMMENTS AND FORWARDS TO THE OUTSIDE ACCOUNTING FIRM TO BE INCORPORATED IN THE FINAL DRAFT OF THE FORM 990. THE FINAL DRAFT IS PROVIDED TO THE AUDIT COMMITTEE. THE CONTROLLER REVIEWS THE 990 WITH THE AUDIT COMMITTEE. THE AUDIT COMMITTEE CHAIR REPORTS ON THIS REVIEW TO THE BOARD OF DIRECTORS. THE 990 IS PROVIDED TO THE BOARD OF DIRECTORS BEFORE IT IS FILED. |
| FORM 990, PART VI, SECTION B, LINE 12C |
THE ORGANIZATION HAS NEW EMPLOYEES REVIEW AND SIGN A STATEMENT OF COMPLIANCE WITH THE CONFLICT OF INTEREST POLICY AT THE TIME OF HIRING. ALL EMPLOYEES AND BOARD MEMBERS HAVE A CONTINUING DUTY TO REPORT ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST IN ACCORDANCE WITH THE POLICY AND ANNUALLY SIGN A STATEMENT OF COMPLIANCE. NEW BOARD MEMBERS (NBM'S) ATTEND A BOARD ORIENTATION SESSION WITH THE ORGANIZATION'S CHAIRMAN, PRESIDENT, CHIEF FINANCIAL OFFICER, GENERAL COUNSEL AND OTHERS WHERE THE ASSOCIATION'S POLICIES ARE REVIEWED. NBM'S MAKE A DECLARATION OF ANY POTENTIAL CONFLICT OF INTEREST. ALL BOARD MEMBERS HAVE A CONTINUING DUTY TO REPORT ANY ACTUAL OR POTENTIAL CONFLICT. THE POTENTIAL CONFLICTS FOR BOARD MEMBERS, OFFICERS, EMPLOYEES AND OTHERS ARE REVIEWED BY THE ASSOCIATION'S CEO, GENERAL COUNSEL, CFO AND HUMAN RESOURCES MANAGING DIRECTOR AND A SCHEDULE IS PREPARED AND FURNISHED TO THE INDEPENDENT AUDITORS AND MADE AVAILABLE TO THE AGA AUDIT COMMITTEE. MORE DETAIL IS PROVIDED IN THE POLICY. |
| FORM 990, PART VI, SECTION B, LINE 15 |
CEO: THE CEO'S COMPENSATION IS FIRST DISCUSSED BY THE BOARD COMPENSATION COMMITTEE WITH AN INDEPENDENT CONSULTING FIRM SPECIALIZING IN NON-PROFIT ORGANIZATIONS TO DETERMINE THE BOARD COMPENSATION COMMITTEE'S RECOMMENDATION TO THE BOARD OF DIRECTORS. THE CHAIRMAN OF THE BOARD THEN PRESENTS THE RECOMMENDATIONS AND REASONS FOR THE CEO COMPENSATION ADJUSTMENT, IF ANY. THE CEO'S COMPENSATION IS THEN APPROVED BY VOTE OF THE FULL BOARD. CONTEMPORANEOUS SUBSTANTIATION OF THE DELIBERATIONS, DECISIONS, AND BOARD OF DIRECTORS ACTION IS MAINTAINED IN THE HUMAN RESOURCE FILES AND MINUTES OF THE COMPENSATION COMMITTEE AND BOARD OF DIRECTORS MEETINGS. OTHER OFFICERS OR KEY EMPLOYEES: THE ASSOCIATION UTILIZES A MULTIFACETED APPROACH TO DETERMINE COMPENSATION NOT ONLY FOR ITS CEO, BUT FOR ITS OFFICERS AND EMPLOYEES. THIS INCLUDES ESTABLISHING WRITTEN POSITION DESCRIPTIONS, SALARY RANGES FOR POSITIONS, SETTING POSITION GOALS, PROVIDING WRITTEN PERFORMANCE EVALUATIONS, MEASUREMENT OF PERFORMANCE, QUARTERLY, SEMI-ANNUAL OR ANNUAL GOAL REVIEW, AND CONTEMPORANEOUS SUBSTANTIATIONS OF THE PROCESS. THE ASSOCIATION'S CURRENT COMPENSATION POLICY DATED NOVEMBER 30, 2011 DESCRIBES THE PROCESS IN MORE DETAIL. THE ASSOCIATION ALSO RETAINS AN INDEPENDENT COMPENSATION CONSULTING FIRM TO ADVISE THE BOARD COMPENSATION COMMITTEE AND OFFICERS. COMPENSATION ADJUSTMENTS USUALLY ARE RECOMMENDED BY SUPERVISORS AND APPROVED BY MANAGERS, DIRECTORS AND/OR OFFICERS. ADJUSTMENTS MUST ALSO BE APPROVED BY THE MANAGING DIRECTOR, HUMAN RESOURCES. OFFICER AND VICE PRESIDENT INDIVIDUAL SALARY ADJUSTMENTS ARE RECOMMENDED TO THE BOARD COMPENSATION COMMITTEE BY THE CEO AND MUST BE APPROVED BY THE BOARD COMPENSATION COMMITTEE AFTER REVIEW AND THEN REPORTED TO THE BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION MAKES THE INFORMATION AVAILABLE IN A NUMBER OF WAYS. THE ORGANIZATION'S GOVERNING DOCUMENTS, OFFICERS, BOARD MEMBERS AND MEMBERS ARE AVAILABLE ON AGA'S WEBSITE (WWW.AGA.ORG) UNDER "ABOUT US." THE CONFLICT OF INTEREST STATEMENT IS ALSO AVAILABLE UNDER "ABOUT US." FINANCIAL STATEMENTS ARE PROVIDED TO THE ENTIRE BOARD AND OTHERS ON A QUARTERLY BASIS. ANNUAL AUDITED FINANCIAL STATEMENTS ARE PROVIDED TO THE ENTIRE MEMBERSHIP. FINANCIAL, GOVERNANCE AND OTHER INFORMATION CAN ALSO BE OBTAINED FROM THE ASSOCIATION ELECTRONICALLY BY REQUEST UNDER "CONTACT US" ON THE WEBSITE OR BY MAIL. |
| FORM 990, PART XI, LINE 9: |
FAS 158 ADJUSTMENT 2,020,918. |
| FORM 990, PART XII, LINE 2C: |
THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM THE PRIOR YEAR. |
Attach to Form 990 or 990-EZ.