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Nature Conservancy Further Restructures Board to Strengthen Organization’s Governance

Changes to Board of Directors Part of Continuous Improvement Effort

Arlington, Virginia—May 16, 2005—The Nature Conservancy announced that it had made major changes in the structure and size of its Board of Directors to strengthen organizational oversight.

The recent restructuring builds on another Board overhaul that was implemented in January of 2004 and was based on the recommendations of a panel of independent experts chartered by the Board to advise the organization on how best to achieve its goal of establishing a standard of best practices in nonprofit governance, transparency and accountability.

“Much effort and thought has gone into the changes we have made to the Board of The Nature Conservancy. We believe the move to a smaller board will improve our effectiveness without compromising the necessary oversight for what is a very large and complex organization,” said Hank Paulson, chairman of The Nature Conservancy’s Board of Directors. “Today's actions are a reflection of the Board's and the organization's ongoing commitment to improvement and to meeting the highest standards in everything we do.”

To strengthen organizational oversight, the Conservancy’s Board:

• Reduced by nearly half the number of Board members, from 41 to 21;
• Reduced the number of standing Board committees from six to three: Governance, Nominating & Human Resources, Audit and Finance; and
• Increased the number of required in-person board meetings from three to four.

Prior changes that were maintained in the Board’s recent reorganization limit each Board member to serving on only one committee and give the Board’s executive committee the authority to act on the full Board’s behalf between meetings. The executive committee consists of the Chairman of Board; Conservancy President and CEO; up to three Vice-Chairs of the Board; Secretary of the Board; Board Treasurer, who is always the chair of the Finance Committee; and the chairs of the two other standing committees.

The changes to the Board of Directors are part of an ongoing effort to examine and improve the Conservancy’s policies, procedures and day-to-day operations. The Conservancy implemented virtually all of the outside panel’s recommendations, which were presented to the Board in March of 2004, and made dozens of improvements to the organization’s policies, procedures and management. Other key changes made by the Conservancy in the past two years include:

• Implementation of stronger policies and procedures governing the structure and execution of land conservation transactions to ensure all parties to a transaction are in full compliance with tax laws.
• Prohibiting transactions with members of the Board of Directors, trustees, staff and the immediate families of all three groups.
• Institution of a tougher conflicts of interest policy to include major donors and a conflicts review process that goes above and beyond IRS requirements.
• Adoption of some of the requirements of the Sarbanes-Oxley Act, including strengthening the Conservancy’s internal audit function, hiring a chief compliance officer and adopting a whistle-blower policy to protect employees.
• Building into the organization’s management and Board structure the means to carefully and thoroughly assess and manage organizational and reputational risks, including the creation of a Business and Reputational Risk Committee.
• Creation of opportunities to promote greater transparency and disclosure to more effectively inform supporters and partners of the organization’s activities and policies for example, increasing the information on the Conservancy’s Web site and in its IRS Form 990 filings (the form all charities are required to file annual with the IRS) to help people better understand the organization and its operations.

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For More Information About The Nature Conservancy's Governance:

• About The Nature Conservancy
  The mission of The Nature Conservancy is to preserve the plants, animals and natural communities that represent the diversity of life on Earth by protecting the lands and waters they need to survive.
• Governance of The Nature Conservancy
• Board of Directors
• One-year progress report: Nature Conservancy efforts to strengthen governance, accountability and transparency
• Governance Advisory Panel
• The Nature Conservancy’s Values