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OPIS FoundationEverybody Does Better When Everybody Does Better. |
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The view of the Opis Foundation towards governance is based on a number of principles of governance which are derived primarily from the Sarbanes-Oxley Act and three corporate governance codes published after the Act became effective: the Report of the Task Force on Corporate Responsibility of the American Bar Association, the Findings and Recommendations of the Commission on Public Trust and Private Enterprise of The Conference Board, and Principles of Corporate Governance of The Business Roundtable. Those sources address corporate governance in a business context, not in a nonprofit sector environment. Because of our perception that our non-profit foundation should be held to the same or higher level of scrutiny and ethical behavior as is required by Sarbanes-Oxley, we have made modifications to the principles as proposed and adapted them to The Opis Foundation. As it turns out, the principles fit without much difficulty, which is consistent with the underlying reality that fundamental corporate governance standards are much the same for nonprofit corporations and for business corporations.
The principles which govern The Opis Foundation are as follows:
The Opis Foundation Board of Directors must engage in active, independent, and informed oversight of the activities of the Foundation, particularly in oversight of senior management. Directors with information and analysis relevant to the Board's decision-making and oversight responsibilities are obligated to disclose that information and analysis to the Board and not sit passively.
In the past, non-profit entities have suffered from two major problems. The first is that there has been a culture of passivity with respect to senior executive officers, in which those officers are not subject to meaningful director oversight. Concern with the culture of board passivity prompts the emphasis on an active board. The Board of Directors for the Opis Foundation shall be independent and active in the oversight of the activities of the Foundation. Additionally, each director, not just the Board as a whole, has an affirmative obligation to engage in active, independent and informed oversight of the activities of the Foundation.
The Board of Directors for The Opis Foundation has a nominating/governance committee composed entirely of directors who are independent in the sense that they are not part of the management team and they are not compensated by the Foundation for services rendered to it, although they may receive reasonable fees as a director. The committee is responsible for nominating qualified candidates to stand for election to the Board, monitoring all matters involving corporate governance, overseeing compliance with ethical standards, and making recommendations to the full board for action in governance matters.
The nominating/governance committee will conduct an annual board evaluation process whereby the performances of the Board as a whole, each board committee, and each director are evaluated. The committee will also implement a process for review and evaluation of the Foundation Chief Executive Officer and other officers on an annual basis.
The Board of Directors is responsible for overseeing corporate ethics. Ethical conduct, including compliance with the requirements of law, is vital to a Foundation's sustainability and long-term success. To establish an ethical corporate culture, the Board will:
The second major problem has been that a large portion of the monies donated or raised by many non-profit entities is eaten up by executive salaries and administrative expenses. As a result, the funds which actually go toward solving problems is not enough to do the things that need to be done. The Board of Directors has established an independent compensation committee which has accepted the responsibility to insure that salaries of Foundation personnel are fair and adequate and not a financial hindrance to the mission the Foundation has been created to accomplish.
The Opis Foundation will be audited annually by an independent auditing firm. The Foundation will change the lead and reviewing audit partner periodically to assure a fresh look at the firm's financial statements. The Board of Directors shall nominate an audit committee to work with the independent auditing firm. This committee is responsible for hiring, setting compensation, and overseeing the auditor's activities. The audit committee will be composed of completely independent directors and will set rules and processes for complaints concerning accounting and internal control practices. At the present time, an annual audit of a non-profit Foundation, such as The Opis Foundation, is not required by law. However, to insure that our activities remain above reproach and comply with the highest of ethical standards, the Foundation will undergo an annual audit. The auditors will report directly to the Audit Committee of the Board of Directors. After reporting the Auditor's findings to the full Board of Directors, the Audit Committee will insure that recommendations contained in the audit report are put into practice.
The Sarbanes-Oxley Act requires the Chief Executive Officer and Chief Financial Officer to certify that the officer has reviewed the financial statements, that they contain no untrue statement or omission of material fact, and that they fairly present the financial condition and operations of the company. Willful false certification is subject to criminal sanctions. Although current law does not require that the annual information returns required to be filed by public charities and private foundations be signed by the Chief Executive Officer and /or the Chief Financial Officer, in The Opis Foundation, these returns (Form 990 and Form 990F) will be reviewed by both officers to insure that they are complete, accurate and filed on time, and signed by the Chief Financial Officer.
It is the written policy of The Opis Foundation that any officer, employee, or outside attorney who provides services to the Foundation and who learns of evidence that they reasonably believe indicates a material breach of fiduciary duty or similar violation, should report that evidence to the Chief Executive Officer and, if warranted by the seriousness of the matter, to the Board of Directors.
The Sarbanes-Oxley Act added two criminal offenses to federal law. Anyone who alters or destroys a document with the intent to obstruct a federal investigation is guilty of felony; so, too, is a person who discharges, demotes, or harasses an employee for providing true information to a federal law enforcement officer. The scope of these criminal offenses extends to individuals in nonprofit corporations as well as businesses and would apply in connection with IRS audits or other federal investigations of tax-exempt organizations.
Accordingly, The Opis Foundation has adopted written policies setting forth standards for document integrity and retention and making it plain that employees, without fear of retribution, are encouraged to alert Management and the Board to ethical issues and potential violations of law.
In sum, the Board of Directors and Management of The Opis Foundation demand a high standard of ethics in the operations of the Foundation. Our goal is not merely to comply with the law, but to go beyond the law. We believe that by taking all of the measures necessary to ensure that the conduct of our Directors, Officers and Employees reflects the highest ethical standards, our ability to fulfill our mission can be more readily achieved and the Foundation will be successful in achieving the ultimate goal of providing humanitarian aid to citizens of the World who need our help.
