Fiduciary duties: What your board members need to know
Not-for-profit board members — whether compensated or not — have a fiduciary duty to the organization. Some states have laws governing the activities of nonprofit boards and other fiduciaries. But not all board members are aware of their responsibilities. To protect your nonprofit’s financial health and integrity, it’s important that you help them understand.
Primary responsibilities
In general, a fiduciary has three primary responsibilities:
Duty of care. Board members must exercise reasonable care in overseeing the organization’s financial and operational activities. Although disengaged from day-to-day affairs, they should understand its mission, programs and structure, make informed decisions, and consult others — including outside experts — when appropriate.
Duty of loyalty. Board members must act solely in the best interests of the organization and its constituents, and not for personal gain.
Duty of obedience. Board members must act in accordance with the organization’s mission, charter and bylaws, and any applicable state or federal laws.
Board members who violate these duties may be held personally liable for any financial harm the organization suffers as a result.
Avoiding conflicts
One of the most challenging — but critical — components of fiduciary duty is the obligation to avoid conflicts of interest. In general, a conflict of interest exists when an organization does business with a board member, an entity in which a board member has a financial interest, or another company or organization for which a board member serves as a director or trustee. To avoid even the appearance of impropriety, your nonprofit should also treat a transaction as a conflict of interest if it involves a board member’s spouse or other family member, or an entity in which a spouse or family member has a financial interest.
The key to dealing with conflicts of interest, whether real or perceived, is disclosure. The board member involved should disclose the relevant facts to the board and abstain from any discussion or vote on the issue — unless the board determines that he or she may participate.
Meet obligations
Your donors, clients, employees and other stakeholders depend on the honesty and good faith of your board members. To ensure they’ll make informed decisions and disclose any conflicts of interest, provide new members with a list of fiduciary duties. And regularly remind long-serving members, as appropriate. Contact us if you have any questions about fiduciary responsibilities.
© 2019
An implementation plan is key to making strategic goals a reality
In the broadest sense, strategic planning comprises two primary tasks: establishing goals and achieving them. Many business owners would probably say the first part, coming up with objectives, is relatively easy. It’s that second part — accomplishing those goals — that can really challenge a company. The key to turning your strategic objectives into a reality is a solid implementation plan.
Start with people
After clearly identifying short- and long-range goals under a viable strategic planning process, you need to establish a formal plan for carrying it out. The most important aspect of this plan is getting the right people involved.
First, appoint an implementation leader and give him or her the authority, responsibility and accountability to communicate and champion your stated objectives. (If yours is a smaller business, you could oversee implementation yourself.)
Next, establish teams of carefully selected employees with specific duties and timelines under which to complete goal-related projects. Choose employees with the experience, will and energy to implement the plan. These teams should deliver regular progress reports to you and the implementation leader.
Watch out for roadblocks
On the surface, these steps may seem logical and foolproof. But let’s delve into what could go wrong with such a clearly defined process.
One typical problem arises when an implementation team is composed of employees wholly or largely from one department. Often, they’ll (inadvertently or intentionally) execute an objective in such a way that mostly benefits their department but ultimately hinders the company from meeting the intended goal.
To avoid this, create teams with a diversity of employees from across various departments. For example, an objective related to expanding your company’s customer base will naturally need to include members of the sales and marketing departments. But also invite administrative, production and IT staff to ensure the team’s actions are operationally practical and sustainable.
Another common roadblock is running into money problems. Ensure your implementation plan is feasible based on your company’s budget, revenue projections, and local and national economic forecasts. Ask teams to include expense reports and financial projections in their regular reports. If you determine that you can’t (or shouldn’t) implement the plan as written, don’t hesitate to revise or eliminate some goals.
Succeed at the important part
Strategic planning may seem to be “all about the ideas,” but implementing the specific goals related to your strategic plan is really the most important part of the process. Of course, it’s also the most difficult and most affected by outside forces. We can help you assess the financial feasibility of your objectives and design an implementation plan with the highest odds of success.
© 2019
Divide and conquer: How joint cost allocating works
In recent years watchdog groups, the media and others have increased their scrutiny of how much not-for-profits spend on programs vs. administration and fundraising. Your organization likely feels pressure to prove that it dedicates most of its resources to programming. However, accounting rules require that you record the full cost of any activity with a fundraising component as a fundraising expense.
How then can you maintain an appealing fundraising ratio? That’s where allocating joint costs comes in.
3 criteria
Nonprofits are allowed to combine program and fundraising activities to achieve efficiencies. For example, a literacy nonprofit uses a mailing to recruit volunteer tutors and ask for donations. The organization prefers to assign most of the cost to program expense, reasoning that the fundraising part of the mailing is relatively minor. But charity watchdogs may allege this overstates the program component, skewing the nonprofit’s fundraising ratio.
Allocating costs between fundraising and other functions can solve the problem, but only if three criteria are met:
1. Purpose. You can satisfy this condition if the activity is intended to accomplish a program or management purpose. A program purpose requires a specific call to action — other than “donate money” — for the recipient to help further your mission. In the mailing example, this means encouraging recipients to become volunteers in a literacy program.
2. Audience. Meeting this criterion can be challenging if your activity’s primary audience is prior donors or individuals selected for their ability or likelihood to donate. But you can strengthen your position by showing that you selected the audience for its potential to respond to your nonfundraising call to action.
3. Content. This criterion is satisfied if the activity supports program or management functions. If that’s not obvious, explain the benefits of the action that’s called for. Note that the “purpose” criterion focuses on intention, while the “content” criterion considers execution.
Allocation methods
You should allocate costs using a consistent and systematic methodology that results in a reasonable allocation. The most common method is based on physical units, with costs proportionally allocated to the number of units of output.
Other approaches include the relative direct cost and stand-alone joint cost allocation methods. The former uses the direct costs that relate to each component of activity to allocate indirect costs. The latter determines proportions based on how much each component would cost if conducted independently.
Don’t forget disclosure
You must disclose the methods you use for joint cost allocation in your nonprofit’s financial statements, including whether joint activities comply with the three criteria. Also include a disclosure on your Form 990. If you have any questions about allocating joint costs, contact us.
© 2019
Keep a close eye on your employment records
Every employer needs to keep records on pay, hours, workplace injuries and the like. And, of course, the fun doesn’t end there — you’ve also got to maintain other documentation, such as job descriptions, annual objectives and performance reviews.
In totality, these documents make up your employment records. To prevent any number of disastrous circumstances, from lawsuits to identity theft, you must make sure to protect these files (whether paper or digital) under the strictest of confidentiality. Because supervisors and HR staff often work with these records, however, slip-ups can occur all too easily.
Typical documents
The first and most basic step toward safeguarding employment records is taking and keeping a basic inventory of your files. Documents typical to most employers include those related to:
- Basic employment and earnings data, work schedules, withholding taxes (W-4 Form and state tax forms, if applicable),
- Retirement, profit-sharing and other benefits,
- Job applications and resumes,
- Form I-9 on employment verification and eligibility to work in the United States, and
- Workplace illnesses or injuries, exposure to toxic substances, and legally required medical exam results.
Maintain paper or digital file folders that document every employee’s work skills and history. Inside should go items such as offer letters of employment, performance appraisal forms, vacation leave forms, change of status forms (including promotions and transfers), exit interview forms and authorizations to release information.
Highest confidentiality
Keep certain, more confidential records in separate (digital or paper) folders to prevent privacy invasion or discrimination risks. Here are some examples and why:
- Form I-9 (indicate age and alien status),
- Medical forms (may indicate an illness or disability),
- Wage and hour records (may reveal age),
- Group health and life insurance coverage (indicate age and marital status),
- Family Medical Leave Act forms (may indicate health status of employee or dependents),
- Certain Equal Employment Opportunity Commission forms (which reveal race, sex or age), and
- Workers’ compensation claim information (may indicate an injury, illness or disability).
Maintaining records is only half the battle. Keep your employment files up to date — in other words, add appropriate data to the correct file promptly and remove all dated or inappropriate information.
Store your files in a secure place. For hard copies, this means a locked room with file cabinets that can also be locked. Protect digital files with passwords that are regularly changed throughout the year. Encrypt the most sensitive data both while it’s in storage and in transit (if you use an external, cloud-based solution).
Above all, establish a clear policy on how records should be used and maintained, who should have access to them, and how employees should be allowed to review the information.
A big difference
Proper care and handling of employment records could save you hundreds, thousands, maybe even millions of dollars if an employee files a lawsuit and you’re able to defend yourself. Many HR processes also run much more smoothly when records are orderly, thorough and up to date. For more information, please contact us.
© 2019
Close-up on professional standards for CPAs
The accounting profession is largely self-regulated by the American Institute of Certified Public Accountants (AICPA). Part of its mission involves the development and enforcement of a broad range of standards for the profession.
Why do these standards matter to you? By having a little familiarity with the guidance that accountants and auditors follow, business owners and managers are better able to take advantage of the services offered by CPAs.
Existing standards
The AICPA requires CPAs to adhere to overarching ethical guidance contained in its code of professional conduct. Additional guidance is contained in standards for the following types of services:
Audit and attest. These standards must be followed when conducting, planning, and reporting audit and attestation engagements — such as compilations, reviews and agreed-upon procedures — of nonpublic companies.
Preparation, compilation and review. This guidance specifically governs such engagements for nonpublic companies.
Tax. These rules apply regardless of where the CPA practices or the types of tax services provided.
Personal financial planning. These standards cover such services as estate, retirement, investments, risk management, insurance and tax planning for individuals.
Consulting services. This guidance applies to CPAs who provide consulting services related to technology or industry-specific expertise, as well as management and financial skills.
Valuation services. Business valuations may be performed for a variety of reasons, including tax and accounting compliance, mergers and acquisitions, and litigation.
The AICPA also has standards governing the administration of continuing professional education programs and peer review of the work performed by other CPAs.
New Forensic Accounting Standard
Similar to the need for valuation services, demand for forensic accounting services has grown significantly in recent years. So, the AICPA recently added a standard for forensic services. This newly approved guidance covers investigations and litigation engagements involving forensic accountants. It goes into effect on January 1, 2020.
Beware: Statement on Standards for Forensic Services No. 1 places several limitations on forensic accountants, including prohibitions on charging contingent fees and providing legal opinions or the “ultimate conclusion” regarding fraud. Instead, it’s up to the trier-of-fact (generally a judge or jury) to determine innocence or guilt regarding fraud allegations. However, a CPA can express opinions regarding whether the evidence is “consistent with certain elements of fraud” and other laws based on their objective evaluation.
Bottom line
For any given assignment, a CPA may be required to follow multiple professional standards. In addition, CPAs adhere to general standards of the accounting profession, including competence, due professional care, and the use of sufficient, relevant data. These extensive rules and restrictions are good news for you — they promote the highest levels of quality and consistency when you receive services from a CPA.
© 2019
Three questions you may have after you file your return
Once your 2018 tax return has been successfully filed with the IRS, you may still have some questions. Here are brief answers to three questions that we’re frequently asked at this time of year.
Question #1: What tax records can I throw away now?
At a minimum, keep tax records related to your return for as long as the IRS can audit your return or assess additional taxes. In general, the statute of limitations is three years after you file your return. So you can generally get rid of most records related to tax returns for 2015 and earlier years. (If you filed an extension for your 2015 return, hold on to your records until at least three years from when you filed the extended return.)
However, the statute of limitations extends to six years for taxpayers who understate their gross income by more than 25%.
You’ll need to hang on to certain tax-related records longer. For example, keep the actual tax returns indefinitely, so you can prove to the IRS that you filed a legitimate return. (There’s no statute of limitations for an audit if you didn’t file a return or you filed a fraudulent one.)
When it comes to retirement accounts, keep records associated with them until you’ve depleted the account and reported the last withdrawal on your tax return, plus three (or six) years. And retain records related to real estate or investments for as long as you own the asset, plus at least three years after you sell it and report the sale on your tax return. (You can keep these records for six years if you want to be extra safe.)
Question #2: Where’s my refund?
The IRS has an online tool that can tell you the status of your refund. Go to irs.gov and click on “Refund Status” to find out about yours. You’ll need your Social Security number, filing status and the exact refund amount.
Question #3: Can I still collect a refund if I forgot to report something?
In general, you can file an amended tax return and claim a refund within three years after the date you filed your original return or within two years of the date you paid the tax, whichever is later. So for a 2018 tax return that you filed on April 15 of 2019, you can generally file an amended return until April 15, 2022.
However, there are a few opportunities when you have longer to file an amended return. For example, the statute of limitations for bad debts is longer than the usual three-year time limit for most items on your tax return. In general, you can amend your tax return to claim a bad debt for seven years from the due date of the tax return for the year that the debt became worthless.
We can help
Contact us if you have questions about tax record retention, your refund or filing an amended return. We’re available all year long — not just at tax filing time!
© 2019
ESG issues: To report or not to report?
Securities and Exchange Commission (SEC) Chairman Jay Clayton recently said that public companies shouldn’t be required to disclose information concerning environmental, social and governance (ESG) matters in their financial statements using a standardized format. Right now, these disclosures are voluntary and unstandardized.
ESG issues
The SEC is a long-standing member of the International Organization of Securities Commissions (IOSCO). But, in January, the SEC refused to sign a statement issued by IOSCO that urged companies to disclose nonfinancial ESG matters that may affect a company’s financial condition and performance. Examples include:
• The size of the company’s carbon footprint,
• Efforts to replace fossil fuels with renewable energy sources,
• Workplace, health and safety issues, and
• Consumer product safety risks.
Media attention on these external threats has increased public awareness and prompted concerns about how ESG issues could impact value or increase a company’s risk of litigation. Some investor groups and regulators are calling for formal rules that would mandate the use of a standardized framework.
SEC position
SEC Commissioner Hester Peirce and Chairman Clayton recognize that voluntary ESG disclosures provide insight into company operations when used in conjunction with traditional financial metrics. But they oppose a one-size-fits-all reporting format. They contend that some ESG information isn’t relevant to a reasonable investor and thus takes time away from focusing on more pressing matters.
They also point out that companies that follow U.S. Generally Accepted Accounting Principles (GAAP) already must disclose material ESG matters in the following sections of their financial statements:
Description of business. This disclosure describes the business and that of its subsidiaries, including information about its form of organization, principal products and services, major customers, competitive conditions and costs of complying with environmental laws.
Legal proceedings. This disclosure briefly explains any material pending legal proceedings in which the company, any of its subsidiaries and any of its property are involved.
Risk factors. These disclosures highlight the most significant factors that make an investment in the company speculative or risky.
Management’s discussion and analysis (MD&A). Public companies must identify known trends, events, demands, commitments and uncertainties that are reasonably likely to have a material effect on financial condition or operating performance.
In addition, some companies voluntarily issue separate standalone “sustainability” reports that cover a broad range of nonfinancial issues. However, these nonfinancial figures aren’t audited, and, unfortunately, some companies use ESG data to present a stronger financial picture than the ones that appear in their audited financial statements.
A custom approach
Voluntary ESG reporting can provide valuable insight to investors and lenders. We can help your company create customized financial statement disclosures and standalone sustainability reports that reflect its most pressing ESG concerns. Contact us for more information.
© 2019
BLUE DAY
Today is BLUE DAY, a day to raise awareness for Child Abuse Prevention Month and
show support for healthy children and families in our state, #wearbluedayND#PCAND
2019 Q2 tax calendar: Key deadlines for businesses and other employers
Here are some of the key tax-related deadlines that apply to businesses and other employers during the second quarter of 2019. Keep in mind that this list isn’t all-inclusive, so there may be additional deadlines that apply to you. Contact us to ensure you’re meeting all applicable deadlines and to learn more about the filing requirements.
April 1
- File with the IRS if you’re an employer that will electronically file 2018 Form 1097, Form 1098, Form 1099 (other than those with an earlier deadline) and/or Form W-2G.
- If your employees receive tips and you file electronically, file Form 8027.
- If you’re an Applicable Large Employer and filing electronically, file Forms 1094-C and 1095-C with the IRS. For all other providers of minimum essential coverage filing electronically, file Forms 1094-B and 1095-B with the IRS.
April 15
- If you’re a calendar-year corporation, file a 2018 income tax return (Form 1120) or file for an automatic six-month extension (Form 7004) and pay any tax due.
- Corporations pay the first installment of 2019 estimated income taxes.
April 30
- Employers report income tax withholding and FICA taxes for the first quarter of 2019 (Form 941) and pay any tax due.
May 10
- Employers report income tax withholding and FICA taxes for the first quarter of 2019 (Form 941), if you deposited on time and fully paid all of the associated taxes due.
June 17
- Corporations pay the second installment of 2019 estimated income taxes.
