§ 3331. Annual benefit report.
(a) Contents.--A benefit corporation must deliver to each shareholder an annual benefit report including:
(1) A narrative description of:
(i) the ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;
(ii) the ways in which the benefit corporation pursued any specific public benefit that the articles state is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created;
(iii) any circumstances that have hindered the creation by the benefit corporation of general or specific public benefit; and
(iv) 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 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 audited or certified by a third-party standards provider.
(3) The name of the benefit director and the benefit officer, if any, 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 that capacity.
(5) (Deleted by amendment).
(6) The statement of the benefit director described in section 3322(c) (relating to benefit director).
(7) A statement of any connection between the organization that established the third-party standard, or its directors, officers or any holder of 5% or more of the governance interests in the organization, and the benefit corporation or its directors, officers or any holder of 5% 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.
(8) If the benefit corporation has dispensed with, or restricted the discretion or powers of, the board of directors, a description of:
(i) the persons that exercise the powers, duties and rights and who have the immunities of the board of directors; and
(ii) the benefit director, as required by section 3322(e).
(b) Timing of report.--A benefit corporation shall annually send a benefit report to each shareholder either:
(1) within 120 days following the end of the fiscal year of the benefit corporation; or
(2) at the same time that the benefit corporation delivers any other annual report to its shareholders.
(c) Internet website posting.--A benefit corporation must post all of its benefit reports on the public portion of its Internet 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) Availability of copies.--If a benefit corporation does not have an Internet website, the benefit corporation shall provide a copy of its most recent 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) Filing of report.--Concurrently with the delivery of the benefit report to shareholders pursuant to subsection (b), 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. The department shall charge a fee of $70 for filing a benefit report.
(July 9, 2013, P.L.476, No.67, eff. 60 days)
2013 Amendment. Act 67 deleted subsec. (a)(5).
Cross References. Section 3331 is referred to in sections 3322, 3324 of this title.
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