Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| FORM 990, PART V, LINE 2A | CERTAIN OFFICERS OF WESTERN GROWERS ASSOCIATION ARE EMPLOYED AND COMPENSATED BY EITHER WESTERN GROWERS ASSOCIATION (WGA), FEIN 95-1362030 OR WESTERN GROWERS SERVICE CORPORATION (WGSC), A WHOLLY OWNED CORPORATION OF WGA, FEIN 33-0783743. WITH REGARD TO WGA, THEY REPORT 100% OF THE CEO'S COMPENSATION AND CERTAIN OTHER INDIVIDUAL'S COMPENSATION ON FORM W-2. WGSC REPORTS 100% OF THE CFO'S AND OTHER INDIVIDUALS' COMPENSATION ON W-2'S. EACH RESPECTIVE ORGANIZATION FILES FORM W-3 FOR THE EMPLOYEES THAT ARE COMPENSATED BY THAT SPECIFIC ORGANIZATION. THE OFFICERS ARE ASSIGNED DUTIES TO OTHER RELATED ORGANIZATIONS (SEE SCHEDULE R FOR ADDITIONAL INFORMATION REGARDING THE RELATED ORGANIZATIONS). THE OFFICERS' WAGE AND BENEFIT COSTS PAID BY WGA ARE REPORTED ON WGA'S FORM 990 AND FOR WGSC THEY ARE REPORTED ON FORM 1120. |
| FORM 990, PART VI, SECTION A, 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 AND ORGANIZATIONS WHO ARE NON-RESIDENTS OF CA AND AZ. |
| FORM 990, PART VI, SECTION A, 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. |
| 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. |
| FORM 990, PART VI, SECTION B, LINE 12C | MONITORING AND ENFORCEMENT OF THE CONFLICT OF INTEREST POLICY 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. |
| FORM 990, PART VI, SECTION B, LINE 15 | PROCESS OF DETERMINING COMPENSATION 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) TO REVIEW, ANALYZE AND PROVIDE 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 VOTES, AND THE DESCRIPTION OF THE COMPARABILITY DATA AND HOW OBTAINED. THESE PROCEDURES ARE CARRIED OUT ANNUALLY AND WERE PERFORMED. THE PRESIDENT/CEO'S 2016 COMPENSATION WAS APPROVED AT A BOARD MEETING ON JULY 29, 2015. OTHERS OFFICERS (INCLUDING KEY EMPLOYEES) COMPENSATION PACKAGES ARE APPROVED AS PART OF THE OVERALL ANNUAL BUDGET REVIEW PROCESS, WHICH FOR FISCAL YEAR 2016 WAS APPROVED ON JULY 29, 2015 BY THE EXECUTIVE COMMITTEE. |
| FORM 990, PART VI, SECTION C, LINE 19 | WHILE FEDERAL TAX LAWS DO NOT MANDATE 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. |
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