Cdp North America Inc.

“Beginning in 2014, the organization began using adp totalsource, a professional employer organization ("peo"). As a professional employer organization, totalsource provides professional employer services to cdp north america, inc. (cdp-na). In the peo relationship totalsource and cdp-na share certain responsibilities and allocate other employer responsibilities between each other. Cdp-na remains an employer of the worksite employees and totalsource is a co-employer of cdp-na's employees. Totalsource reserves the right of direction and control over employees as is necessary to fulfill its obligations and provide its services under an agreement between cdp-na and totalsource. Totalsource and cdp-na have a right to hire, discipline, and terminate employees as to each one's employment relationship with employees.”

“There are currently no committees that is made up of the board members. The current board oversees all areas of the organization.”

“The organization has its form 990 prepared by an outside accounting firm and is then reviewed by the vp finance & operations and management prior to distribution to all board members (by hard copy or electronically) for their review. Once, the form 990 is approved by the board, the return is then filed with the irs.”

“Cdp north america, inc. (cdp-na) has a written conflict of interest policy, which is monitored and enforced annually. All board members are required to disclose any conflict of interest that may exist with the organization on an annual basis. Any disclosures made on the form are discussed as part of the governance and business agenda at the following regular meeting of the board. The board reviews each circumstance and decides as to whether a potential conflict exists, whether actual conflicts can be fully and satisfactorily addressed, or whether other action is required. Outside legal counsel may be consulted as part of the determination process, as necessary. Board members are required to inform the board chair of cdp-na of any material changes that develop during the year regarding the circumstances or adjustments to information disclosed in the conflict of interest disclosure statement. If a board member has a conflict of interest, they would be excused from participating in the vote of that conflict.”

“Salaries paid to employees of the organization are determined using data drawn from the irs form 990 of comparable organizations, from other salary surveys, and from benchmarking data. Current salaries and benefits are based on a global benchmarking project performed by cdp worldwide and are adjusted annually for inflation, and/or for competitive salary considerations as additional information may become available. The cdp-na board of directors approves and reviews annually the compensation of the president and evaluates his performance. Compensation overall is based on a combination of factors, including the employee's level of responsibility and his/her performance in the role, the rate of inflation, and the nonprofit labor market for organizations comparable to cdp-na and which may overlap regarding the type of talent and skills they require of staff to deliver their work and to achieve their mission. This process was last undertaken during fy18 and the records of the compensation decisions are maintained in the organization's personnel file. Cdp-na's president is responsible for assessing the performance of senior officers, and for their annual reviews that affect their compensation.”

“The organization makes its form 990 available for public inspection as required under section 6104 of the internal revenue code. The return is posted on guidestar.org, as well as other similar types of websites. In addition, the financial statements, conflict of interest policy, form 990, form 1023, and by-laws are also available upon written request to 127 w.26th street, suite 300, new york, ny 10001.”

“Cdp's vision for the future is a thriving economy that works for people and planet in the long term. We focus investors, companies and governments on taking urgent action to build a truly sustainable economy by measuring and understanding their environmental impact. To that end, cdp pioneered the only global system for companies and governments to disclose and manage their environmental performance. Cdp north america, inc. ("cdp-na") is a 501(c)(3) organization and the north american arm of cdp ("cdp"), a global not-for-profit charity network formerly known as the carbon disclosure project.”

“Over 6,300 companies disclosed to cdp in 2017 across our climate, water and forests program areas. They were joined by over 573 cities and 101 states and regions in the annual disclosure process. In addition to increasing disclosure, cdp drove increasing action and impact as evidenced by the 723 additional companies that have committed to one or more of cdp's global initiatives such as setting science based targets and sourcing 100% renewable energy. Cdp has 650 paying investor signatories. Those signatories as well as other investment groups are increasingly demanding and using cdp data. This demand led to cdp's production of climetrics, the world's first climate impact rating for investment funds and cdp's forward looking metric tool for portfolio analysis.”

“Cdp provides an unparalleled set of environmental data and award winning insights to investor members to arm them with the information they need to protect their investments from risky climate change impacts. This includes ghg data, sector specific research reports, and in person workshops. Cdp-na's reporter services program oversees 83 memberships. Members benefit from strategic account management and enhanced data access that support improvement in the quality of their disclosure. Cdp's supply chain program partners with 118 of the world's largest purchasing organizations with over us $3 trillion in collective annual spend. Last year, the program engaged over 9,500 suppliers of the member companies to facilitate disclosure of environmental data and drive greater transparency, insights and acton.”

“Cdp-na organizes four annual events which serve as opportunities to convene experts and practitioners to discuss advances in sustainability practices. The events have been held at locations ranging from google's campus to columbia university, and featuring keynotes including ceo of pacific gas and electric, geisha williams and former epa administrator gina mccarthy.”

“The organization presently does not have an audit committee. As such, the board of directors assumes responsibility for oversight of the audit of cdp's financial statements and selection of an independent accountant but is in the process of forming an audit committee.”