§ 33-38-500 — Annual benefit report.

(A) A benefit corporation shall prepare an annual benefit report that includes all of the following: (1) a narrative description: (a) the manner in which the benefit corporation has pursued its general public benefit purposes during the year and the extent to which a general public benefit was created; (b) the manner in which the benefit corporation has pursued any specific public benefit purposes during the year and the extent to which a specific public benefit was created; (c) circumstances that have hindered the creation by the benefit corporation of a general or specific public benefit; and (d) the process and rationale for selecting or changing the third-party standard used to prepare the benefit report; (2) an assessment of the overall social or environmental, or social and environmental, performance of the benefit corporation against a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be performed, audited, or certified by a third-party standards provider; (3) the name of the benefit director and the benefit officer and the address to which correspondence to each of them may be directed; (4) the compensation paid by the benefit corporation during the year to each director in their capacity as a director; (5) the name of each person that owns five percent or more of the outstanding shares of the benefit corporation either beneficially to the extent known to the benefit corporation without independent investigation, or of record; (6) the statement of the benefit director described in Section 33-38-410(C); (7) a statement of any connection between the organization that established the third-party standard, or its directors, officers, or any holder of five percent or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or any holder of five percent or more of the outstanding shares of the benefit corporation, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard; and (8) if the benefit corporation has dispensed with, or restricted the discretion or powers of, the board of directors, a description of: (a) the persons that exercise the powers, duties, and rights and who have the immunities of the board of directors; and (b) the benefit director, as required by Section 33-38-410(D). (B) The benefit report must be sent annually to each shareholder within one hundred twenty days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders. (C) A benefit corporation shall post all of its annual benefit reports on the publicly accessible portion of its Internet website, if it maintains a website. The compensation paid to directors and any financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted. (D) If a benefit corporation does not have an Internet website, the benefit corporation shall provide a copy of its most recent annual benefit report, without charge, to any person that requests a copy, but the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided. (E) The annual report that a benefit corporation is required to deliver to the Secretary of State must include the most recent benefit report delivered to shareholders pursuant to subsection (B), except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report delivered to the Secretary of State under this section.

Legislative History

HISTORY: 2012 Act No. 277, SECTION 1, eff June 14, 2012. ARTICLE 6 Shareholder Dissent