1708. Annual benefit report.(a) A benefit corporation must deliver to each shareholder an annual benefit report including:
(1) a narrative description of:
(A) the process and rationale for selecting the third party standard used to prepare the benefit report;
(B) the ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;
(C) the ways in which the benefit corporation pursued any specific public benefit that the certificate of incorporation states it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created; and
(D) any circumstances that have hindered the creation by the benefit corporation of general or specific public benefit;
(2) an assessment of the performance of the benefit corporation, relative to its general public benefit purpose assessed 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 and, if applicable, assessment of the performance of the benefit corporation, relative to its specific public benefit purpose or purposes;
(3) the compensation paid by the benefit corporation during the year to each director in that capacity; and
(4) the name of each person that owns beneficially or of record five percent or more of the outstanding shares of the benefit corporation.
(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. Delivery of a benefit report to shareholders is in addition to any other requirement to deliver an annual report to shareholders.
(c) A benefit corporation must post its most recent benefit report on the public portion of its website, if any, 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 as posted.
(d) Concurrently with the delivery of the benefit report to shareholders pursuant to paragraph (b) of this section, the benefit corporation must deliver a copy of the benefit report to the department for filing, 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 as filed under this section.
(e) The annual benefit report shall be in addition to all other reporting requirements under this chapter.
Last modified: February 3, 2019