1. Educating and
Presenting Financial
Information to Board
Members
Bob Bloom, Senior Manager, Audit
June 13, 2012
Thrive. Grow. Achieve.
2. Educating and Presenting Financial
Information to Board Members
OVERVIEW
• Introductions
• Fiduciary Responsibilities (10)
• Financial Oversight Responsibilities (10)
• Reporting Standards of Nonprofit Organizations (10)
• Roles of the Board, CEO and CFO (15)
• Reporting To Your Board (30)
• Audit & the 990 (15)
• Q&A (15)
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3. Educating and Presenting Financial
Information to Board Members
FIDUCIARY RESPONSIBILITIES
Legal and Compliance Requirements
̵ Nonprofit Organizations (NPOs) must have a governing body overseeing
affairs of organization
̵ All states require NPOs incorporated in their state to have a board of
directors
̵ IRS Form 990 contains a series of questions concerning the board and its
governance practice
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4. Educating and Presenting Financial
Information to Board Members
FIDUCIARY RESPONSIBILITIES
Core Concepts
̵ Bears the primary responsibilities for ensuring that organizations fulfills it
obligations to the law, its members, it donors, its staff and the public
̵ Mission, strategic directions and broad policies are set by the board in
conjunction with the CEO and senior staff
̵ Must protect the assets of the organization and provide oversight to ensure
its financial, human and material resources are used appropriately to
further the organization‟s mission
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5. Educating and Presenting Financial
Information to Board Members
FIDUCIARY RESPONSIBILITIES
Board Member Responsibilities
̵ Display loyalty and exercise prudence
̵ Act in good faith and be responsible
̵ Keep informed in order to make appropriate decisions
̵ Monitor the organization‟s financial health
̵ Ensure the appropriate checks and balances are in place
̵ Monitor the organization‟s risk management
̵ Avoid micro-management- be governors, not managers
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6. Educating and Presenting Financial
Information to Board Members
FINANCIAL OVERSIGHT RESPONSIBILITIES
• Sound financial management is among the most important responsibilities of the
board
• Financial Oversight Responsibilities:
̵ Review and approve annual budget
̵ Review timely financial reports at least quarterly
̵ Monitor actual financial results against approved budget
̵ Oversee annual audit process and review audited financial statements
̵ Review Form 990
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7. Educating and Presenting Financial
Information to Board Members
FINANCIAL OVERSIGHT RESPONSIBILITIES
• Ensure current written financial policies exist and staff are adhering to the board
approved policies
• Ensure adequate internal controls are in place to deter and detect fraud and
misappropriation of assets and financial reports
̵ Separation of duties – no one person should perform duties of receiving,
depositing and spending its funds
̵ Physical security of assets
̵ CEO/CFO are responsible for internal controls
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8. Educating and Presenting Financial
Information to Board Members
FINANCIAL OVERSIGHT RESPONSIBILITIES
• Systems that Protect NPOs
̵ Internal Controls
o Goal = protection of assets and deter fraud
• Accounting policies and procedures
̵ 3rd Accounting manual
̵ Investment policies
̵ Reserve/board designated endowment policies
• External Audits
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9. Educating and Presenting Financial
Information to Board Members
FINANCIAL OVERSIGHT RESPONSIBILITIES
To assess and improve financial oversight practices
̵ How well do we review financial reports and monitor financial performance?
̵ Are we making relevant comparisons – e.g., performance against budget and prior
year’s information?
̵ Do we need to upgrade the board’s financial expertise?
̵ Has the organization established a reserve fund and related policies and guidelines?
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10. Educating and Presenting Financial
Information to Board Members
REPORTING STANDARDS OF NONPROFIT ORGANIZATIONS
In order for Board members to make educated decisions – must be:
̵ Accurate and Complete
o Enable management & board to make informed decisions
̵ Timely
o Keep current on financial status
̵ In Context
o Presented in relationship to the history- Goals & Programs of your nonprofit
̵ Appropriate
o Include financial information deemed important to management & board
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11. REPORTING STANDARDS OF NONPROFIT
ORGANIZATIONS
PRINCIPAL FINANCIAL DOCUMENTS
ANNUAL AUDITED FINANCIAL STATEMENTS
MONTHLY/QUARTERLY UNAUDITED FINANCIAL STATEMENTS
PREPARED BY STAFF, IN ACCORDANCE WITH GAAP, OR CASH BASIS
ANNUAL BUDGET
OTHER AD HOC OR UNIQUE FINANCIAL REPORTS
Budget vs. actual reports (vs. prior year to date)
Cash flow projections
Departmental financial statements
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12. REPORTING STANDARDS OF NONPROFIT
ORGANIZATIONS
OTHER IMPORTANT FINANCIAL REPORTS
IRS FORM 990
MAJOR FINANCIAL COMMITMENTS
Loans, Purchases, Acquisitions
INVESTMENT STATEMENTS & POLICIES
RESERVE POLICIES
Operating
Capital
Program initiatives
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13. ROLES - EFFECTIVE BOARD LEADERSHIP
A SHARED UNDERSTANDING OF THE ORGANIZATION‟S MISSION AND
VISION
A CLEAR SENSE OF ROLES AND RESPONSIBILITIES
TRUST
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14. ROLES - SHARED MISSION
ESTABLISH GUIDING PRINCIPLES, POLICIES AND MISSION FOR THE
ORGANIZATION
REGULAR REVIEW OF THE STRATEGIC PLAN AND MISSION (KEEP
THEM FRESH AND RELEVANT)
ESTABLISH METRICS FOR SUCCESS
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15. ROLES – GOVERN MORE/MANAGE LESS
More On Less On
1. Policy issues 1. Policy language
2. Components of 2. Specifications of a
corporate strategy particular program or
3. Relationship service
between budgets 3. Terms and conditions of
and priorities services or contracts
4. Being a strategic 4. An operational overseer
asset and evaluator
5. Governing the 5. Monitoring the
organization management
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16. ROLES
BUDGETING: PREPARATION, PROPOSAL, APPROVAL?
MEETINGS: SETTING AGENDA, FACILITATES THE MEETING?
COMMITTEE WORK: STRUCTURE, OVERSEES, SUPPORT?
BOARD DEVELOPMENT: LEAD ROLE, DEFINE NEED, SUPPORTING
PROGRAMS?
BOARD EVALUATION: SET METRICS, REQUIRE EVALUATION, CREATE
AND FACILITATE PROCESS?
STAFF EVALUATIONS: HIRE, EVALUATE, COMPENSATE CEO, ALL
OTHERS?
PR, COMMUNICATIONS: PROMOTE THE ORGANIZATION, OFFICIAL
SPOKESPERSON?
FUNDRAISING: GUIDE BOARD, DEVELOP POLICIES, SUPPORT
EFFORTS, COORDINATES ALL EFFORTS?
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17. GOVERNING BOARD RESPONSIBILITIES
HAS OVERALL RESPONSIBILITY FOR DETERMINING ORGANIZATION
MISSION, AND POLICY SETTING
HIRES AND EVALUATES THE EXECUTIVE
ENSURES THAT ADEQUATE RESOURCES ARE AVAILABLE
APPROVES BUDGET; MONITORS FINANCIAL RESULTS
SETS INVESTMENT POLICY; MONITORS RESULTS
SET OPERATING POLICIES; MONITORS PROGRESS; EVALUATES
OUTCOMES
RESPONDS TO EXECUTIVE‟S INFORMATION
MONITORS COMPLIANCE
ESTABLISHES STRONG INTERNAL CONTROL ENVIRONMENT;
MONITORS ADEQUACY OF CONTROLS (AUDITOR INVOLVED);
FOLLOWS UP IMPLEMENTATION OF RECOMMENDATIONS
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18. EXECUTIVE OFFICER RESPONSIBILITIES
EXECUTIVE BOARD POLICY, INCLUDING DETAIL PLANNING,
ESTABLISHES MEASUREMENT STANDARDS
HIRES, MONITORS, AND EVALUATES STAFF & VOLUNTEERS
(INCLUDING FINANCE); DELEGATES AS APPROPRIATE
USES RESOURCES AS DIRECTED BY BOARD; PARTICIPATES IN
RESOURCE DEVELOPMENT
CREATES BUDGET TO IMPLEMENT BOARD POLICY; PROVIDES
ADEQUATE AND TIMELY FINANCIAL INFORMATION TO BOARD
MANAGES INVESTMENTS AND OTHER ASSETS AS DIRECTED (MAY
DELEGATE TO SOME EXTENT); SAFEGUARDS ASSETS (INCLUDING
ADEQUATE INSURANCE)
IMPLEMENTS OPERATING POLICIES
KEEPS BOARD INFORMED, ESPECIALLY WHEN PROBLEMS IMPEND
ENSURES COMPLIANCE WITH LAWS & REGULATIONS (INCLUDING TAX,
DONOR RESTRICTIONS, OMB)
OPERATES STRONG INTERNAL CONTROL SYSTEM; ADMINISTERS
ETHICAL STANDARDS; IMPLEMENTS AUDITOR RECOMMENDATIONS
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19. FINANCIAL OFFICER RESPONSIBILITIES
IS AWARE OF ORGANIZATION MISSION AND POLICIES
HIRES AND MONITORS FINANCIAL STAFF
ASSISTS EXECUTIVE AS REQUESTED
ASSISTS EXECUTIVE IN CREATION OF BUDGET; MONITORS
PROGRESS; ALERTS EXECUTIVE TO IMPENDING PROBLEMS
KEEPS DETAILED INVESTMENT RECORDS; MONITORS PERFORMANCE
ASSISTS EXECUTIVE AS REQUESTED; KEEPS FINANCIAL RECORDS
KEEPS EXECUTIVE INFORMED (ALSO BOARD, AS REQUESTED BY
EXECUTIVE)
MONITORS COMPLIANCE WITH LAWS AND REGULATIONS
DESIGNS AND OPERATES INTERNAL CONTROL SYSTEM; IMPLEMENTS
AUDITOR RECOMMENDATIONS
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20. PITFALLS OR OPPORTUNITIES
CHOSE MEMBERS FOR VALUES AND SKILLS RATHER THAN
FRIENDSHIP OR CONNECTIONS
AVOID CONFLICTS AND PERSONAL AGENDAS
PERFORM SELF ASSESSMENTS
REWARD MOTIVATION; RECOGNIZED ENTHUSIASM AND OUTSTANDING
PERFORMANCE
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21. IDEAS FOR PRODUCTIVE MEETINGS
MISSION-BASED MEETINGS
HAVE THE RIGHT PRESIDING OFFICER
FREQUENCY/CYCLES
PREPARATION: AGENDA/CONSENT AGENDA/REPORTS
MINUTES
EVALUATION/FEEDBACK
ENJOY!
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22. REPORTING TO YOUR BOARD
B a s ic F in a n c ia l S ta te m e n ts :
R ep or t i n g on Bu si n ess Act i v i t i es
Statement of Financial Position Statement of Financial Position
At a Point in Time At a Point in Time
Statement of Activities
For a Period of Time
Statement of Cash Flows
For a Period of Time
Beg i n n i n g of t h e Yea r En d of t h e Yea r
J a nua ry 1 D ecem b er 31
Beginning of the Fiscal Year End of the Fiscal Year
(July 1) (June 30)
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23. REPORTING TO YOUR BOARD
STATEMENT OF FINANCIAL POSITION
AKA - BALANCE SHEET
SNAPSHOT AS OF A SPECIFIC DATE
SUMMARIES OF ORGANIZATION‟S RESOURCES, OBLIGATIONS AND
NET WORTH
THREE COMPONENTS:
Assets = resources
Liabilities = obligations/debt
Net Assets = net worth (from inception to date)
TYPICALLY ARRANGED IN ORDER OF LIQUIDITY
Current: 1 year or less
Long-term: greater than 1 year
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24. REPORTING TO YOUR BOARD
STATEMENT OF FINANCIAL POSITION- ASSETS
CASH AND CASH EQUIVALENTS
Sufficient to meet current obligations?
Inadequate or excessive?
Increasing or decreasing?
ACCOUNTS RECEIVABLE
Composition?
Age?
Allowance for doubtful accounts?
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25. REPORTING TO YOUR BOARD
STATEMENT OF FINANCIAL POSITION- LIABILITIES
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Invoices received for goods and services not yet paid
Proper cut-off – completed, included as expenses as of the current period
DEFERRED REVENUE (NOT TRNA)
Future obligations to members
Included in cash balance
Typically recognize 1/12 of dues for each month as revenue
DEBT
Purpose, terms, policies and covenants
In compliance with any covenants?
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26. REPORTING TO YOUR BOARD
STATEMENT OF FINANCIAL POSITION- NET ASSETS
3 CLASSES OF NET ASSETS:
–Unrestricted – available for general operations
• Board designated
• Undesignated
–Temporarily restricted—donor restriction for specific purpose or time period
–Permanently restricted—donor restriction that never expires
COMPLIANCE WITH RESTRICTIONS?
IF NET ASSETS ARE IN A DEFICIT SITUATION, IS THIS A “GOING
CONCERN” ISSUE?
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27. REPORTING TO YOUR BOARD
GAAP VS. CASH
NO DONOR - IMPOSED RESTRICTIONS
– Unrestricted Support
GAAP: Recognize revenue when received or promised
DONOR-IMPOSED RESTRICTION
– Temporary – Donor-specified use is satisfied by fulfillment of purpose or passage of
time
– Permanent – Donor imposed restriction cannot be removed by the NPO
GAAP: Recognize revenue when received or promised
DONOR - IMPOSED CONDITIONS
– Specifies a future or uncertain event
– Contribution depends on overcoming a barrier
GAAP: Recognize revenue as condition is met
Vs.
NON-GAAP: CASH: When received
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28. REPORTING TO YOUR BOARD
STATEMENT OF ACTIVITIES: THE BASIC
FORMULA
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29. REPORTING TO YOUR BOARD
WHAT DO THESE REPORTS MEAN?
STATEMENT OF ACTIVITIES
• AKA - Income Statement
• Financial information over a period of time
• Summarizes sources of funds (revenue), uses of funds (expenses) and net
income or loss (change in net assets)
• Expenses are classified by function into programmatic and supporting
(management and general / fundraising)
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30. REPORTING TO YOUR BOARD
STATEMENT OF ACTIVITIES
• Revenue and expenses
• Increase or decrease?
• How do results compare to budget and prior year amounts?
• Expenses- percentage of program expenses compared to supporting services
(no more than 25%)?
• Change in net assets
• Net income (surplus) or net loss (deficit)?
• If a net loss, is it a real deficit or timing issue?
• What is causing the net loss?
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31. REPORTING TO YOUR BOARD
STATEMENT OF CASH FLOWS
• Summarizes sources and uses of cash into three categories:
̵Operating Activities- day to day general operations
̵Investing Activities- purchases/sales of capital assets, investments, etc.
̵Financing Activities- proceed from loans, line of credit
• This Statement Can Give the Reader Information on Historic Cash Flow (as
opposed to the accrual basis which is required for GAAP financial
statements)
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32. REPORTING TO YOUR BOARD
STATEMENT OF FUNCTIONAL EXPENSES
• Provides analysis of non-profit‟s service efforts, including total costs and allocation
of resources
• More detailed line items of expenditures
• Separates program from supporting services
• Multiple program services may be reported
• Supporting services = Management and General expenses as well as Fundraising
• How are various expense items allocated between programs, M&G and fundraising?
• Does resource allocation appear to be reasonable based on
– Nature of program?
– Revenue generated from program?
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33. REPORTING TO YOUR BOARD
FOOTNOTES TO FINANCIAL STATEMENTS
• Summarizes:
– Organizational structure, mission and sources of funding
– Significant Accounting Policies effecting the presentation of financial statements
– Explanations of key items on the Statement of Financial Position and Statement of Activities
– Concentrations of business credit risk, commitments, contingencies, related party
transactions
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34. REPORTING TO YOUR BOARD
SUPPLEMENTAL SCHEDULES
• Not required part of basic financial statements
• Additional schedules that support key items
• Examples include:
– Schedule of functional expense summaries by category by location
– Consolidation schedules of a parent and affiliated organizations
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35. REPORTING TO YOUR BOARD
CASH FLOW PROJECTION
• Monthly changes in cash for operations
• Receipts
– Grants
– Contributions
– Membership fees
• Disbursements
– Salary
– Rent
– Operating expenses
– Debt service
– Capital expenditures
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36. REPORTING TO YOUR BOARD
OPERATING REVENUE AND EXPENSES (VS. BUDGET)
• Unrestricted revenue
• Plus: Release from restricted net assets to unrestricted net assets
• Detailed expenses (in comparison to budget)
DEPARTMENTAL REVENUE AND EXPENSES
• Details by Department (or Groups) for Budget Purposes
– Revenues by department
– Expenses by department
• Direct expenses
• Indirect allocated expenses
• Allocation of depreciation
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37. REPORTING TO YOUR BOARD
PROJECTIONS – 1, 3 OR 5 YEAR PLANS
• Enrollments / memberships / registrants /students /performances
• Contracts, proposals, pipeline, booked business in future
• Contributions / capital campaign / annual funds
METRICS
• Current ratio, investment returns , investment policy, spending
• Program % of total expenses
• Enrollments / memberships / registrants / students / performances / average cc
contribution / average contribution
• Employees
• Square footage
• Departments
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38. SECTION IV: GUIDELINES FOR WORKING WITH
YOUR BOARD
KEEP IT SIMPLE
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39. SECTION IV: GUIDELINES FOR WORKING WITH
YOUR BOARD
ENRON!
Swartz, Mimi, and Sherron Watkins. Power Failure: The Inside Story of the Collapse
of Enron. New York: Doubleday, 2003.
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40. REPORTING TO YOUR BOARD
BE TRANSPARENT
BE CONSISTENT FROM PERIOD TO PERIOD
RECONCILE CASH TO GAAP
CHECK YOUR WORK BEFORE YOU DISTRIBUTE
BE A GOOD MESSENGER – SEND MATERIALS OUT WELL BEFORE THE
BOARD MEETING, NEVER LAST MINUTE
TELL THE WHOLE STORY
BE DIRECT
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41. REPORTING TO YOUR BOARD
CHARACTERISTICS OF FINANCIALLY HEALTHY NONPROFITS
• Ready source of cash (good liquidity)
• Sufficient resources to ensure stable programming
• Good revenue mix (earned income vs. contributions)
• Positive net asset balances that continue to grow each year
• If there is a deficit, surplus of prior years cover it
• Reasonable “overhead”
• Timely reporting (mgm‟t and board hold themselves accountable for financial stability)
• Operating reserves or a working plan to establish one
• Committed to income-based spending
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42. REPORTING TO YOUR BOARD
SIGNS OF FINANCIAL TROUBLE
• Spends more money than received or earned
• Payables are growing faster than operations
• Old accounts receivables
• Poor cash flow – consistently asking for grant advances
• Poor or late financial reporting
• Growing or unreasonable overhead or costs of fundraising
• Restricted net assets are in excess of liquid assets
• Mgm‟t and Board focus is lack of funds
• Net asset balances continue to decrease each year
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43. REPORTING TO YOUR BOARD
THE AUDIT AND THE 990
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44. THE AUDIT
AUDIT COMMITTEE ROLES AND RESPONSIBILITIES – THE AUDIT
COMMITTEE CHARTER
DO WE CHANGE AUDITORS?
PARTNER ROTATION
DEALING WITH NEW AUDITORS
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46. DO WE CHANGE AUDITORS?
NPOS CHANGE AUDITORS FOR 3 REASONS:
• Services
• Fees
• Policy
COMMON MISCONCEPTION – SARBANES OXLEY DOES NOT
MANDATE CHANGE OF AUDITORS
HOW DO SERVICES BREAK DOWN:
• Not enough partner/manager involvement
• Too much turnover at ALL levels
• Lack of responsiveness to your needs
• Not experienced with NPOs
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47. DO WE CHANGE AUDITORS (CONTINUED)
NOT ENOUGH PARTNER/MANAGER INVOLVEMENT – LACK OF
RESPONSIVENESS
FIRM IS NOT EXPERIENCED WITH NPOS
FIRM CAN NOT MAKE DECISIONS
TOO MUCH TURNOVER
TOO MANY SURPRISES
FEES
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48. PARTNER ROTATION
SARBANES OXLEY: 203 REQUIRES (FOR PUBLIC COMPANIES) THAT THE
LEAD AUDIT PARTNER AND AUDIT PARTNER RESPONSIBLE FOR REVIEWING
THE AUDIT (CONCURRING PARTNER) TO ROTATE OFF THE AUDIT EVERY FIVE
YEARS
OTHER PARTNERS WILL BE PERMITTED TO SERVE A MAXIMUM OF SEVEN
CONSECUTIVE YEARS WITH A TWO YEAR TIME OUT PERIOD. SUCH AUDIT
PARTNERS INCLUDE PARTNERS OF REGISTRANT COMPANY, PARENT
COMPANY AND THOSE WHO LEAD AUDIT OF A SUBSIDIARY WHOSE ASSETS
AND REVENUE CONSTITUTE 20% OR MORE OF THE CONSOLIDATED TOTAL
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49. CHANGING AUDITORS
AUDIT COMMITTEE SHOULD ADOPT A POLICY TO EVALUATE AUDITOR
POLICY COULD MIRROR SARBANES OXLEY AND MANDATE PARTNER OR
MANAGER ROTATION
COULD EVALUATE AUDITORS EVERY 5 TO 10 YEARS
COULD MANDATE CHANGE OF AUDITORS EVERY 5 YEARS, OR 10 YEARS
BE FLEXIBLE
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50. NEW AUDITORS –
WHAT WILL BE REQUIRED
AT PRELIMINARY - RISK ASSESSMENT
• Understanding the entity and environment
• General applications IT controls
• Process memos or flowcharts:
– Cash receipts cycle
– Cash disbursement cycle
– Payroll cycle
– Investment cycle
– Fixed asset cycle
– Financial statement preparation and closing cycle
WALKTHROUGHS OF EACH CYCLE – SAMPLE TRANSACTIONS CRADLE TO
GRAVE
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51. NEW AUDITORS –
WHAT WILL BE REQUIRED
CONTROL TESTING OF:
• Cash receipts
• Cash disbursements
• Payroll
AT YEAR END –
• Substantiation of Accounts
• Evaluation
• Analytical and Reasonableness
• Disclosure
REVIEW OF FINANCIAL STATEMENTS AND DISCLOSURES
SAS 115
SAS 114
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52. NEW AUDITORS* – RECOMMENDATIONS
BE PREPARED ON TIME – ESTABLISH A TIME LINE
GOOD COMMUNICATION WITH AUDITOR THROUGHOUT THE YEAR
GOOD COMMUNICATION WITH AUDIT COMMITTEE
CLOSE YOUR BOOKS AND PREPARE INTERIM GAAP FS, ON A
MONTHLY/QUARTERLY BASIS
KEEP YOUR KEY SCHEDULES CURRENT – CASH, AR, INVESTMENTS, FIXED
ASSETS, AP/AE, OTHER LIABILITIES AND NET ASSETS.
PERFORM A PRE-AUDIT
DISCUSS FEES AND CHANGE ORDERS IN ADVANCE
* or with your current auditors
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53. FEDERAL FORM 990
GENERAL FILING REQUIREMENTS
FORM 990-N – FILED WHEN GROSS RECEIPTS ARE NORMALLY LESS THAN
OR EQUAL TO $50,000, „NORMALLY‟ DEFINED AS THREE YEAR AVERAGE.
FORM 990-EZ – FILED IF GROSS RECEIPTS ARE LESS THAN $200K AND
TOTAL ASSETS ARE LESS THAN $500K.
FORM 990 – IF THE FORMER TWO CANNOT BE FILED, THIS IS REQUIRED
UNLESS ALLOWABLE EXCLUSION APPLY.
FORM 990-T – FILED IF THE ORGANIZATION HAS UNRELATED BUSINESS
TAXABLE INCOME EXCEEDING $1,000.
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54. FEDERAL FORM 990
GOVERNANCE AND RELATED TOPICS – 501(C)(3)
ORG.
MISSION
ORGANIZATION DOCUMENTS
GOVERNING BODY
GOVERNANCE AND MANAGEMENT POLICIES
FINANCIAL STATEMENTS AND FORM 990 REPORTING
TRANSPARENCY AND ACCOUNTABILITY
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55. FEDERAL FORM 990
GOVERNANCE, MANAGEMENT & DISCLOSURE
SECTION A – GOVERNING BODY AND MANAGEMENT
• Minutes - governing body and committees
SECTION B – POLICIES
• Review by the Board before Filing, and policy
• Written conflict of interest policy
• Written whistleblower policy
• Written document retention and destruction policy
• Process determining compensation
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57. APPENDICES
Appendix I – Sample Whistleblower Policy (RAFFA) WB Toolkit (AICPA)/WB Firms
(RAFFA)
Sample Conflict of Interest Policy (excerpt from Board Source)
Appendix II – Tips for Creating and Elements of a Good Document Retention
Policy (Unknown)
Appendix III – Best Practices Checklist (Independent Sector)
Appendix IV – Checklist for Accountability (Independent Sector)
Appendix V – Executive Summary of the US Senate Finance Committee Report
(The Panel on the Nonprofit Sector)
Appendix VI – State Governance Proposals and Bills (National Council of Nonprofit
Associations)
Appendix VII – CA Nonprofit Integrity Act (Chronicle of Philanthropy)
Appendix VIII– Parts of Audit Committee Toolkit (RAFFA)
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58. APPENDICES
Appendix IX - Trust is not an internal control, By Olson, Cheryl R,
October 1, 2003, Publication: The CPA Journal, Wednesday, October 1
2003
Source: http://www.allbusiness.com/professional-
scientific/accounting-tax/1157058-1.html#ixzz1XAHNyuew
Appendix X – Committee of Sponsoring Organizations of the Treadway
Commission – Internal Control Integrated Framework, Guidance on
Monitoring Internal Control Systems
Appendix XI – Not-for-Profit/Exempt Organizations Blog: Non-Profit
Lawyers & Attorneys: Proskauer Rose Law Firm: Tax & Corporate Law
for 501c(3) Organizations – Is the Foreign Corrupt Practices Act on your
Radar Screen, By Emily Stern, posted August 18, 2010
http://www.irs.gov/pub/irs-tege/governance_practices.pdf
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59. CONTACT INFORMATION
A. Robert Bloom Phone: 202-822-5000
Raffa, P.C. Fax: 202-822-0669
1899 L Street, NW, Suite 900 Direct: 202-955-6709
Washington, DC 20036 e-mail:
bbloom@raffa.com
Visit our Web Site at: www.raffa.com
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-Perhaps more than anything else, board leadership is about achieving a common sense among board members and staff of where the organization is going. Without a shared understanding and a passion for the mission, vision and values of the organization, the members of the board can not purposefully set, accomplish or oversee organization goals. Even members of the board that have served together for years may have very different ideas about the organization and its desired future. Take the time to convene mission-focused board retreats and engage in activities to develop consensus- The board and top management need a shared understanding of the very different roles they play in leading the organization. What is policy and what is process? Or what is governance and what is management. Carver model…. And shift since Sarbanes That line – c-3 boards go below it to policy – WHY --- c-6 management tends to go above it, usurping the board’s critical role. -TRUST Lack of trust often means a lack of transparency that is no more than ever necessary to fulfill fiduciary responsibilities. You build trust through open communications. If you are a CEO it means keeping your chair informed on a regular basis about opportunities, challenges and problems but you must feel that the board is there to cooperate and advise and then to set policies that are in the best interest of the organization.
13 -The Board chair in cooperation with the CEO should work with the board to establish this overall strategic plan.- The CEO and the staff should be the ones carrying it out on a day to day basis employing at time detailed planning to do so. In addition, they need to provide the administrative support for the board’s policy making activities… providing drafts or guidelines for consideration by the board works.
Board decisions should be made in response to this basic question– will doing this help to fulfill our mission better than an alternative that may be available? Consistently remind the board about mission Must be a leader who is respected by the members and the staff – assertive enough to keep the meetings focused on the agenda yet accommodating enough to make everyone feel welcome and to ensure everyone is involvedThe number of meetings each year will depend on many factors including geography and function. Board structure – through committee , exec committee --- Do you need to keep a close eye on the organization. Don’t simply follow tradition fewer board meetings means more communications (written reports, proposals for actions, info on upcoming matters, general updates on program). [Explain IRS new 990 form first draft and what happened to “how many board meetings a year do you have” CYCLES – routine functions can be spread throughout the year and time allocated accordingly. Budget approval or operating plan, audit report are obvious ones. Review of insurance, report from nominating committee may be less obvious. Annual meeting may be to form new committees or vote on new officers. Bring in a speaker once a year – bring in a representative from the constituency you serve. Anyone know what a consent agenda is? Written set of proposals identified by the chair that required board action but not discussion or debate – minutes, financial reports, resolutions thanking supporter, dates of future meetings. Send it out in advance, put in as one of the first items on the agenda, chair should ask if there are any items that will need discussion, remove these items and vote and move onAGENDA – Important items – keep to the front of the meeting. – give them appropriate timeReports (finance, committee, CEO, staff, program, legal, etc) should be circulated in advance. Be careful not to have all these written reports be then given orally. Summarize and give your board time to ask questions and to discuss them. Remember the board has a right to be informed and to ask pertinent questions --- and you as the CEO or the Board Chair have the obligation to ensure they do so Another great idea is to provide Dashboards – a synopsis of vital signs of the org (often in graphic form) – include historic comparisons and/or industry benchmarksCreate a compendium of Board approved policies -- good orientation for new members – Board book Minutes should report what was done – not what was said. Their purpose is to provide an official record of board actions. Once approved, they become a legal documents and any policies approved become the official policies. As such wording of any motion is critical. Stay away from very detailed minutes quoting what everyone has said. Be concise but accurate.Evaluations Best way to ensure quality meetings is to evaluate them and determine the ways to improve them. Have the board spend a few minutes at the end of each meeting reviewing the meeting to identify what went well and what din not. If no one speaks have them submit written evaluations. Be certain to clarify that the evaluations are not to be personal or critical but constructiveENJOY THE PROCESS – respect, humor -- schedule time for social to build relationships and friendships
Compensation process include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberations and decision, for CEO, ED or top management official, and other key officers
AGENDA – Important items – keep to the front of the meeting. – give them appropriate timeReports (finance, committee, CEO, staff, program, legal, etc) should be circulated in advance. Be careful not to have all these written reports be then given orally. Summarize and give your board time to ask questions and to discuss them. Remember the board has a right to be informed and to ask pertinent questions --- and you as the CEO or the Board Chair have the obligation to ensure they do so Another great idea is to provide Dashboards – a synopsis of vital signs of the org (often in graphic form) – include historic comparisons and/or industry benchmarksCreate a compendium of Board approved policies -- good orientation for new members – Board book Minutes should report what was done – not what was said. Their purpose is to provide an official record of board actions. Once approved, they become a legal documents and any policies approved become the official policies. As such wording of any motion is critical. Stay away from very detailed minutes quoting what everyone has said. Be concise but accurate.Evaluations Best way to ensure quality meetings is to evaluate them and determine the ways to improve them. Have the board spend a few minutes at the end of each meeting reviewing the meeting to identify what went well and what din not. If no one speaks have them submit written evaluations. Be certain to clarify that the evaluations are not to be personal or critical but constructiveENJOY THE PROCESS – respect, humor -- schedule time for social to build relationships and friendships