Wednesday, August 01, 2007

Listen Up All Board Members! Transparency and Changes to the IRS 990 Form

Those of us involved with Board Development are always preaching about trends in good governance and recommend such things has having a conflict of interest policy, separate audit committee , whistle blower’s policy, etc. I do get fewer “you can’t be serious” looks than I used to for sure, and more small boards are taking steps in the direction of transparency but I always have to clarify which things they must do to comply with Sarbanes Oxley and which items are a good idea but are not required. All of this good advice is about to get a big boost.

The IRS is asking for comments on a new draft 990 form that will be used for 2008 (filed in 2009). Here are some highlights of new questions asked about your governance:

-the number of “independent” board members of the governing body;
-whether the organization:
*made any significant changes to the organization’s governing documents during
the past year, and if so, to briefly describe the changes
*has a conflict of interest policy, and if so, the number of transactions reviewed by the governing body under the conflict policy during the past year
*has a whistleblower policy
*has a written policy on document retention and destruction
*regularly documents the actions of the governing board and committees
-whether board members, or employees review and prepare the financial statements
-whether an independent accountant provides any services such as a financial review or an independent audit
-whether board members review the IRS Form 990 before it is filed

The IRS says that these questions were added because “in our view and experience, a well managed organization is likely to be a tax compliant organization.”

Find out more about this and other governance issues at You can comment on the draft through September 14th.

Marion Conway Consulting

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