Council of the Americas Inc

“The organization is a business league, and it is possible that certain directors and officers may have business relationships with other officers and directors in the course of their respective professional responsibilities.”

“The council has two levels of membership - elite and standard levels in the organization which consist of organizations, corporations, partnerships, and firms. Members do not receive any share of the organization's profits or share the organization's net assets upon the organization's dissolution.”

“Pursuant to the organization's by-laws, the members confirm the election of the directors at each annual meeting.”

“As a practical matter, because members confirm election of directors, they have a de facto right of review of board actions. In addition, under the statute and by-laws, certain corporate actions may be taken only with the approval of both directors and the membership, which includes the purchase, sale, mortgage or lease of real property, significant disposition of assets of the organization, and amendment or repeal of the bylaws.”

“Meetings are held between management, auditors and members of the audit committee to review significant changes to form 990, and information required for the return - including supplemental information, narratives and governance policies. The finance department prepares financial summaries, supporting schedules and related information and coordinates with other departments within the organization to prepare any other necessary information. All completed tax return information is submitted to the organization's independent accountants in order to prepare an accurate and complete return. Upon completion of the tax return by the independent accountants, management reviews the return in detail for any final changes. A complete copy is provided electronically to all board members for their review and comments prior to filing. Any final changes are made to form 990 and the return is filed timely.”

“Board members, officers, key persons and employees shall not use their positions for personal advantage or for the advantage of their families. To serve loyally, each interested person shall identify and be conscious of conflicts between the council's interests and such person's personal interests or any interest, direct or indirect, which might affect, or might reasonably be thought to affect, a persons' judgment or the conduct of such person. Each interested person shall act with candor and care in disclosing and resolving such conflicts and shall acknowledge and discharge his or her duty to disclose actual and potential conflicts of interest. This conflict of interest policy applies whenever there is any proposed transaction, investment, arrangement, grant, program, or other activity in which (a) the council would be a participant and one or more interested persons or related parties, as defined below, would have a financial interest or (b) there could be an actual or perceived conflict of interest for some other reason, including any transaction, investment, arrangement, grant, program, or other activity in which the interests of an interested person or related party could be seen as competing with the interests of the council. Interested persons must follow the below procedures with respect to conflicts of interest: 1. In connection with any actual or possible conflict of interest with respect to an interested person or any of his or her related parties, the interested person must disclose the existence of the conflict of interest and all material facts related to the underlying proposed transaction or arrangement to the board or an authorized committee of the board for consideration of the proposed transaction or arrangement. In addition, an interested person shall disclose to the board or an authorized committee of the board any professional or personal relationship with any vendor, funder, or donor of the council that such interested person or any of his or her related parties may have. 2. Any interested person or related party having an actual or possible conflict of interest shall refrain from participating in or attempting to influence any decisions or votes regarding the proposed transaction or arrangement under consideration, and shall retire from the meeting during any deliberations and votes on such transaction or arrangement. At the request of the board or authorized committee of the board, such person may present background information or answer questions prior to the deliberations or vote on such transaction or arrangement. 3. Any proposed transaction or arrangement in which an interested person or related party has a conflict of interest must be approved by a majority of the members of the board or authorized committee of the board, not including the interested individual. In approving any arrangement, the board or authorized committee of the board must make a determination that the arrangement is fair, reasonable, and in the council's best interest. If an interested person or related party has a substantial financial interest in such arrangement, the board or authorized committee of the board must consider alternative transactions to the extent available. 4. The minutes of the meeting of the board or authorized committee of the board shall reflect that the conflict of interest was disclosed, the resolution of the conflict of interest and determinations made, and that the interested individual did not vote and was not present during deliberations and vote. If alternative transactions were required to be considered due to the presence of a substantial financial interest, the minutes shall document such consideration as well. In addition to the above conflict procedures, interested persons may not receive payments, commercial benefits, or gifts in excess of $500 annually from any entity or person providing services or products or seeking to provide services or products to the council unless approved by the boa”

“The council of the americas works in conjunction with the americas society in determining the compensation of the president / ceo and other staff. The organization's executive & finance committee is responsible for reviewing and approving the compensation of the president/ceo. The president/ceo is a member of the executive committee but is not involved in this compensation process in order to avoid any possible conflicts of interest. The president/ceo's compensation was last adjusted after review by the executive in december 2014. The president/ceo's compensation was reviewed by the finance committee and chairman in december 2022 and remained unchanged. As part of the review, the salary of the president/ceo was compared to other contemporaneous, outside independent compensation data covering comparable positions at other institutions. At the end of each year, the finance committee evaluates the president's annual performance along with any related bonus for the president as well as any bonus pool for staff. The president/ ceo's bonus for fy2021 which was reviewed and approved by the treasurer and chairman on 12/8/2021 without participation from the president/ceo was paid out in january 2022. There was no bonus awarded for fy2022. The process for determining compensation and related bonus is documented in the minutes of the finance committee. The organization's management is responsible for preparing and periodically updating the organization's report which benchmarks all positions within the organization. The report includes salary information obtained from other independent sources, including form 990's of other similar organizations information from detailed salary surveys and management compensation reports obtained from independent third-parties relating to not-for-profits organizations and is reviewed by the finance committee. The president/ceo, with input from senior management team as appropriate, is responsible for determining the salaries of staff within the guidelines of the benchmarking parameters. Benchmarking information was last reviewed by the finance committee at its october 2022 meeting and documented in the minutes of that meeting.”

“The organization's governing documents, conflict of interest policy, audited financial statements and form 990 are available for public inspection. This information can be obtained by contacting the chief financial officer at 212-277-8320. Summarized annual financial statements are also provided in the organization's annual report which is available both in print and on guidestar.org.”

“The organization has shared employee arrangements with americas society, inc. (the society). Compensation expense was allocated and recorded for the organization and the society for the following officers reported on form 990, part vii, section a and schedule j as follows: name: susan l. Segal title: president & ceo compensation allocated to council of the americas: $299,758 average hours per week: 31 compensation allocated to americas society: $191,326 average hours per week: 19 name: peter j. Reilly title: cfo/ vice president compensation allocated to council of the americas: $174,994 average hours per week: 27 compensation allocated to americas society: $111,693 average hours per week: 18 name: guillermo zubillaga title: chief information officer / sr. Director public policy programs compensation allocated to council of the americas: $151,431 average hours per week: 44 compensation allocated to americas society: $0 average hours per week: 1”

“Events to keep members apprised of developments as the region felt the effects of the pandemic. They included a high-level roundtable discussion with leaders from multilateral institutions serving the hemisphere, including the world bank, the inter-american development bank, and the caf development bank of latin america. The group also organized an expert panel discussion on the nexus between trade and the environment in the western hemisphere. Deputy director general at the world trade organization anabel gonzalez was one of the participants. The venezuela working group (vwg) leverages as/coa's corporate constituency to provide a forum for a constructive, hands-on conversation on venezuela. The vwg navigates venezuela's changing economic and political landscape by convening key national and international stakeholders from the public, private, and social sectors to better understand the country's present challenges and future political and economic scenarios. Our programs include high-level private and public meetings and discussions. In 2022, vwg hosted a panel discussion on the role of women in the fight for a democratic resolution in venezuela. Speakers were cristina burelli, executive director of the v5initiative and international liaison of sos orinoco; mariela magallanes, deputy in venezuela's 2015 national assembly and one of two female delegates representing the national unity platform in negotiations in mexico city; dr. Marlene spoerri, director of inclusive diplomacy and systems change at independent diplomat; and isadora zubillaga, co-founder of women for democracy in venezuela. The as/coa cuba working group (cwg) navigates the country's changing economic and political landscape and u.s. Ties, and helps businesses understand the changing regulatory framework, investment opportunities, and areas for collaboration. In 2022, the cwg hosted a panel of entrepreneurs and experts to discuss the importance and growth of the county's private tech sector as part of the cuba working group series. It also held a conversation with a group of cuban business leaders to discuss the developments of small and medium enterprises on the island. The as/coa tech series features experts and leaders from the private sector, government, and academia to address the impact of technology in latin america and the caribbean, through private meetings with policy makers, private-sector roundtable discussions, and public forums. The series highlights best practices of coa corporate members in addressing digital advances and innovative solutions that promote inclusion, competitiveness, and regional economic development among key stakeholders. In 2022, the tech series hosted programs on subjects such as promoting women's participation in science and technology, skilling latin america's workforce, and boosting employment opportunities in the region. Speakers included executive director of asociacion latinoamericana de internet raul echeberria, and global head of policy, ethical and humane use of tech at salesforce rachel gillum. Under the umbrella of the tech series, as/coa created the data governance working group (dgwg) in 2020. The working group convenes relevant stakeholders from throughout the region, allowing data protection authorities and private companies to engage in dialogue. As/coa's goal is to create a permanent forum to guide policymakers, regulators, and other advocates focused on this topic as they handle challenges in a post-pandemic world. In 2022, the data governance working group hosted a private, off-the-record roundtable to discuss data privacy policies and practices in mexico. Speakers included commissioner of mexico's instituto nacional de transparencia, acceso a la informacion y proteccion de datos personales blanca lilia ibarra. The dgwg also gathered senior policy makers and business leaders to discuss international data transfer regulation in brazil. The roundtable featured director of brazil's national data protection auth”

“During 2022, as/coa had over 13,000 mentions in latin american and u.s. Media, covering public events, interviews with experts, content, and cultural programming. Notable media coverage included appearances in agencia efe, agence france-presse, associated press, bbc news, bloomberg, cbs news, cnn, cnn en espanol, el economista, el pais, el tiempo, forbes, foreign policy, financial times, huffpost, infobae, la nacion, los angeles times, miami herald, nbc news, npr, ntn24, o' globo, politico, reuters, the guardian, the new yorker, the new york times, the washington post, and voice of america.”

“The council has an informal agreement with the americas society under which certain costs are shared. This agreement may be terminated by either organization. Costs incurred by the society and reimbursed by the council included $2,021,526 in allocated salaries and $872,178 for other management, occupancy, program and administrative expenses.”

“The organization has a committee that assumes responsibility for oversight of the audit of its financial statements and selection of an independent accountant. This process did not change from the prior year.”