Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| 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 CERTAIN CLASSES OF MEMBERS. ALL BUT TWO OF THE ELECTED BOARD MEMBERS REPRESENT REGULAR MEMBERS, WHO GROW, PACK AND SHIP FRESH VEGETABLES, FRESH FRUITS AND NUTS IN CA AND AZ. TWO OF THE BOARD MEMBERS ARE FROM THE ASSOCIATE MEMBER CLASS, WHO FURNISH GOODS AND SERVICES TO THE AGRICULTURAL INDUSTRY WITH OPERATIONS IN 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. THE TWO ASSOCIATE BOARD MEMBERS ARE ELECTED FROM THE ASSOCIATE, NON-FRESH REGULAR, NATIONAL, AND AFFILIATE STATE MEMBER CLASSES. IN ADDITION, NON-FRESH REGULAR, NATIONAL, AND AFFILIATE STATE MEMBERS CANNOT SERVE ON THE BOARD. |
| FORM 990, PART VI, SECTION B, LINE 11B | 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 MEMBERS OF THE BOARD OF DIRECTORS OF WESTERN GROWERS ("WESTERN GROWERS"), OFFICERS, VOLUNTEERS, AND KEY EMPLOYEES MUST ACT AT ALL TIMES IN THE BEST INTERESTS OF WESTERN GROWERS. SPECIFICALLY, MEMBERS OF THE BOARD, OFFICERS, VOLUNTEERS, AND KEY EMPLOYEES SHALL: -AVOID PLACING SELF-INTEREST OR THE INTERESTS OF A FAMILY MEMBER (DEFINED BELOW) OR A THIRD PARTY ABOVE THE INTERESTS OF WESTERN GROWERS, AND AVOID THE APPEARANCE OF PLACING SELF-INTEREST OR THE INTERESTS OF FAMILY MEMBER OR A THIRD PARTYABOVE THE INTERESTS OF WESTERN GROWERS; -REFRAIN FROM USING WESTERN GROWERS' STAFF, SERVICES, EQUIPMENT, MATERIALS, RESOURCES, OR PROPERTY FOR PERSONAL OR THIRD-PARTY GAIN, AND FROM REPRESENTING TO THIRD PARTIES THAT AUTHORITY AS A BOARD MEMBER EXTENDS ANY FURTHER THAN THAT WHICH IT ACTUALLY EXTENDS; -NOT ENGAGE IN ANY OUTSIDE BUSINESS, PROFESSIONAL CONDUCT, OR OTHER ACTIVITIES THAT MAY BE DIRECTLY OR INDIRECTLY ADVERSE TO THE INTERESTS OF WESTERN GROWERS; -NOT SOLICIT OR ACCEPT GIFTS, GRATUITIES, FREE TRAVEL, OR ANY OTHER ITEM OF VALUE FROM ANY PERSON OR ENTITY AS A DIRECT OR INDIRECT INDUCEMENT TO PROVIDE SPECIAL TREATMENT WITH RESPECT TO MATTERS PERTAINING TO WESTERN GROWERS WITHOUT FULLY DISCLOSING SUCH AN EXCHANGE TO THE BOARD OF DIRECTORS; -PROVIDE GOODS OR SERVICES TO WESTERN GROWERS AS A PAID VENDOR TO WESTERN GROWERS ONLY AFTER FULL DISCLOSURE TO, AND ADVANCE APPROVAL BY, THE BOARD OF DIRECTORS, AND PURSUANT TO ANY RELATED PROCEDURES ADOPTED BY THE BOARD; -DISCLOSE ANY PROPOSED OR ACTUAL TRANSACTIONS BETWEEN WESTERN GROWERS AND ANY BUSINESS ENTITY (INCLUDING A CORPORATION, S-CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, TRUST, ASSOCIATION, SOLE PROPRIETORSHIP OR ANY OTHER ORGANIZATION) FOR WHICH YOU OR A FAMILY MEMBER HAVE AN OWNERSHIP OR OTHER INTEREST OR SERVE AS A KEY EMPLOYEE OR BOARD MEMBER. A "FAMILY MEMBER" INCLUDES A SPOUSE, PARENTS, CHILDREN OR STEP CHILDREN, GRANDCHILDREN, GREAT GRANDCHILDREN, AND SPOUSES OF CHILDREN OR STEP CHILDREN, GRANDCHILDREN, AND GREAT GRANDCHILDREN. ALSO INCLUDED ARE BROTHERS AND SISTERS (WHETHER BY THE WHOLE OR HALF BLOOD) AND THEIR SPOUSES; -NOT PERSUADE ANY EMPLOYEE OF WESTERN GROWERS TO LEAVE THE EMPLOY OF WESTERN GROWERS OR TO BECOME EMPLOYED BY ANY PERSON OR ENTITY OTHER THAN WESTERN GROWERS; AND -NOT PERSUADE OR ATTEMPT TO PERSUADE ANY MEMBER, EXHIBITOR, ADVERTISER, SPONSOR, SUBSCRIBER, SUPPLIER, CONTRACTOR, OR ANY OTHER PERSON OR ENTITY WITH AN ACTUAL OR POTENTIAL RELATIONSHIP WITH WESTERN GROWERS TO TERMINATE, CURTAIL, OR NOT ENTER INTO ITS RELATIONSHIP WITH WESTERN GROWERS, OR TO REDUCE ANY BENEFIT THAT MAY BE PROVIDED TO WESTERN GROWERS WITH RESPECT TO SUCH RELATIONSHIP. THIS POLICY SHALL APPLY TO THE MEMBERS OF THE WESTERN GROWERS BOARD OF DIRECTORS, BUT ALSO SHALL APPLY TO ALL MEMBERS OF WESTERN GROWERS COMMITTEES AND OTHERS IN THE WESTERN GROWERS GOVERNANCE STRUCTURE, AS WELL AS TO WESTERN GROWERS' KEY EMPLOYEES. ON AN ANNUAL BASIS, ALL INDIVIDUALS TO WHOM THIS POLICY SHALL APPLY SHALL BE PROVIDED WITH A COPY OF THIS POLICY AND REQUIRED TO COMPLETE AND SIGN AN ACKNOWLEDGEMENT AND DISCLOSURE FORM PREPARED BY THE BOARD OF DIRECTORS. AFTER DISCLOSURE OF AN ACTUAL OR POTENTIAL CONFLICT AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE COMMITTEE OR BOARD MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING COMMITTEE OR BOARD MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS MEMBERS OF THE BOARD, OFFICERS, VOLUNTEERS, AND KEY EMPLOYEES SHALL DISCLOSE ALL POTENTIAL AND ACTUAL CONFLICTS OF INTEREST TO THE GENERAL COUNSEL AND, AS REQUIRED, REMOVE THEMSELVES FROM ALL DISCUSSION AND VOTING ON ANY RELATED MATTER. IF A CONFLICT OF INTEREST IS DETERMINED TO EXIST, THE INTERESTED PERSON SHALL REMOVE HIMSELF OR HERSELF FROM THE DISCUSSION AND VOTING ON ANY RELATED MATTER. |
| 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 2019 COMPENSATION WAS APPROVED AT A BOARD MEETING ON JULY 24, 2019. OTHERS OFFICERS (INCLUDING KEY EMPLOYEES) COMPENSATION PACKAGES ARE APPROVED AS PART OF THE OVERALL ANNUAL BUDGET REVIEW PROCESS, WHICH FOR FISCAL YEAR 2020 WAS APPROVED ON JULY 23, 2019 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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