Charity Navigator – Rating for Wildlife Conservation Network

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The presence of an independent governing body is strongly recommended by many industry professionals to allow for full deliberation and diversity of thinking on governance and other organizational matters. Our analysts check the Form 990 to determine if the independent Board members are a voting majority and also at least five in number. 

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No Material Diversion of Assets …

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A diversion of assets – any unauthorized conversion or use of the organization’s assets other than for the organization’s authorized purposes, including but not limited to embezzlement or theft – can seriously call into question a charity’s financial integrity. We check the charity’s last two Forms 990 to see if the charity has reported any diversion of assets. If the charity does report a diversion, then we check to see if it complied with the Form 990 instructions by describing what happened and its corrective action. This metric will be assigned to one of the following categories:

• Full Credit: There has been no diversion of assets within the last two years.

• Partial Credit: There has been a diversion of assets within the last two years and the charity has used Schedule O on the Form 990 to explain: the nature of the diversion, the amount of money or property involved and the corrective action taken to address the matter. In this situation, we deduct 7 points from the charity’s Accountability and Transparency score.
• No Credit: There has been a diversion of assets within the last two years and the charity’s explanation on Schedule O is either non-existent or not sufficient. In this case, we deduct 15 points from the charity’s Accountability and Transparency score.

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Audited Financials Prepared by Independent Accountant …

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Audited financial statements provide important information about financial accountability and accuracy. They should be prepared by an independent accountant with oversight from an audit committee. (It is not necessary that the audit committee be a separate committee. Often at smaller charities, it falls within the responsibilities of the finance committee or the executive committee.) The committee provides an important oversight layer between the management of the organization, which is responsible for the financial information reported, and the independent accountant, who reviews the financials and issues an opinion based on its findings. We check the charity’s Form 990 reporting to see if it meets this criteria.

• Full Credit: The charity’s audited financials were prepared by an independent accountant with an audit oversight committee.

• Partial Credit: The charity’s audited financials were prepared by an independent accountant, but it did not have an audit oversight committee. In this case, we deduct 7 points from the charity’s Accountability and Transparency score.
• No Credit: The charity did not have its audited financials prepared by an independent accountant. In this case, we deduct 15 points from the charity’s Accountability and Transparency score.

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Does Not Provide Loan(s) to or Receive Loan(s) From Related Parties

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Making loans to related parties such as key officers, staff, or Board members, is not standard practice in the sector as it may divert the charity’s funds away from its charitable mission and can lead to real and perceived conflict-of-interest problems. This practice is discouraged by sector trade groups which point to the Sarbanes-Oxley Act when they call for charities to refrain from making loans to directors and executives. And the IRS is concerned enough with the practice that it requires charities to disclose on their Form 990 any loans to or from current and former officers, directors, trustees, key employees, and other “disqualified persons.” Furthermore, some state laws go so far as to prohibit loans to board members and officers. And although employees and trustees are permitted to make loans to charities, this practice can also result in real and/or perceived conflict of interest problems for the charity. Furthermore, it is problematic because it is an indicator that the organization is not financially secure.
 

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Documents Board Meeting Minutes

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An official record of the events that take place during a board meeting ensures that a contemporaneous document exists for future reference. Charities are not required to make their Board meeting minutes available to the public. As such, we are not able to review and critique their minutes. For this performance metric, we are checking to see if the charity reports on its Form 990 that it does keep those minutes. In the future, we will also track and rate whether or not a charity keeps minutes for its committee meetings.
 

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Distributes 990 to Board Before Filing

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Providing copies of the Form to the governing body in advance of filing is considered a best practice, as it allows for thorough review by the individuals charged with overseeing the organization. The Form 990 asks the charity to disclose whether or not it has followed this best practice. If the charity has not distributed its Form 990 to the board before filing, then we deduct 4 points from its Accountability and Transparency score.
 

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Does not Compensate Board Members

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The IRS requires that any compensation paid to members of the charity’s governing body be listed on the Form 990. Furthermore, all members of the governing body need to be listed whether or not they are compensated. It is not unusual for some members of the board to have compensation listed. The executive director of the organization frequently has a seat on the board, for instance, and is compensated for being a full time staff member. However, it is rare for a charity to compensate individuals only for serving on its Board of Directors. Although this sort of board compensation is not illegal, it is not considered a best practice.
 

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