Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions. Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
CERES INC
Employer identification number
22-3053747
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions.
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the supported organization?
................
11g(i)
(ii)
A family member of a person described in (i) above?
......................
11g(ii)
(iii)
A 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of monetary support
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 2
Part II
Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
5,905,922
6,529,984
4,856,772
7,821,060
9,981,990
35,095,728
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3
5,905,922
6,529,984
4,856,772
7,821,060
9,981,990
35,095,728
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
7,627,156
6
Public support. Subtract line 5 from line 4.
27,468,572
Section B. Total Support
Calendar year
(or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
7
Amounts from line 4..
5,905,922
6,529,984
4,856,772
7,821,060
9,981,990
35,095,728
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
27,696
32,009
22,803
23,066
9,600
115,174
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
10
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11
Total support (Add lines 7 through 10).
35,210,902
12
Gross receipts from related activities, etc. (see instructions)
..................
12
5,264,198
13
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.................................................
Section C. Computation of Public Support Percentage
14
Public support percentage for 2013 (line 6, column (f) divided by line 11, column (f))
.........
14
78.010 %
15
Public support percentage for 2012 Schedule A, Part II, line 14
...............
15
69.090 %
16a
33 1/3% support test—2013.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
.......................
b
33 1/3% support test—2012.
If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2013.
If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization
.....................................................
b
10%-facts-and-circumstances test—2012.
If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported organization
................................................
18
Private foundation.
If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions
.....................................................
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 3
Part III
Support Schedule for Organizations Described in Section 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2009
(b) 2010
(c) 2011
(d) 2012
(e) 2013
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
..
13
Total support. (Add lines 9, 10c, 11, and 12.)..
14
First five years.
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public support percentage for 2013 (line 8, column (f) divided by line 13, column (f))
.........
15
16
Public support percentage from 2012 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f))
......
17
18
Investment income percentage from 2012 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2013.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
........
b
33 1/3% support tests—2012.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
.....
20
Private foundation.
If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2013
Schedule A (Form 990 or 990-EZ) 2013
Page 4
Part IV
Supplemental Information.
Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).
Facts And Circumstances Test
Explanation
Schedule A (Form 990 or 990-EZ) 2013
Additional Data
Software ID:
Software Version:
-
TIN:
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.
Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
Name of the organization
CERES INC
Employer identification number
22-3053747
Return Reference
Explanation
FORM 990, PART I, LINE 19:
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 2014 FISCAL YEAR PRESENTED IS A 12-MONTH YEAR ENDING ON OCTOBER 31, 2014.
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). CERES IS KNOWN FOR ITS UNIQUE ABILITY TO CONVENE POWERFUL MARKET PLAYERS AND INSTITUTIONS WITH DIVERSE INTERESTS TO CONSIDER AND DEVELOP POSITIVE SOLUTIONS TO COMPLEX ISSUES. FOR EXAMPLE, IN JANUARY 2014 AT THE UNITED NATIONS, CERES BROUGHT TOGETHER 500 LEADING GLOBAL INVESTORS AS WELL AS KEY POLICYMAKERS AND BUSINESS EXECUTIVES AT THE INVESTOR SUMMIT ON CLIMATE RISK: FINANCING THE CLEAN ENERGY FUTURE.
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 SURVERY 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 OFFICER) 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.
FORM 990, PAGE 1, PART A AND PAGE 7, PART VII:
SECT. A - OFFICERS,DIR.,TRUSTEES,KEY EMPLOYEES,HIGHEST COMPENSATED EMPLOYEES 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 2014 FISCAL YEAR PRESENTED IS A 12-MONTH YEAR ENDING ON OCTOBER 31, 2014. FORM 990 IRS INSTRUCTIONS, PART VII, PAGE 24 - INDICATE THAT IN GENERAL: ALL ORGANIZATIONS ARE REQUIRED TO COMPLETE PART VII, AND WHEN APPLICABLE, SCHEDULE J (FORM 990), FOR CERTAIN PERSONS. COMPENSATION MUST BE REPORTED FOR THE CALENDAR YEAR ENDING WITH OR WITHIN THE ORGANIZATION'S TAX YEAR. THIS REQUIRES REPORTING OF WAGES FROM FORM W-2 FOR THE CALENDAR YEAR 12/31/13 FOR THE ORGANIZATIONAL FISCAL TAX YEAR ENDING 10/31/14.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.