§420D-11 Annual benefit report. (a) A sustainable business corporation shall deliver to each shareholder an annual benefit report including:
(1) A narrative description of:
(A) The ways in which the sustainable business corporation pursued general public benefits during the year and the extent to which general public benefit was created;
(B) The ways in which the sustainable business corporation pursued any specific public benefit that the articles state as a purpose of the sustainable business corporation and the extent to which that specific public benefit was created; and
(C) Any circumstances that have hindered the creation by the sustainable business corporation of general or specific public benefits;
(2) An assessment of the overall social and environmental performance of the sustainable business corporation, prepared in accordance with a third-party standard under section 420D-12 applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application;
(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 sustainable business corporation during the year to each director in the person's capacity as director;
(5) The name of each person who owns five per cent or more of the outstanding shares of the sustainable business corporation either beneficially to the extent known to the sustainable business corporation or of record;
(6) The statement of the benefit director described in section 420D-7(c);
(7) A statement of any connection to the organization that developed the third-party standard under section 420D-12, or its directors, officers, or material owners from the sustainable business corporation, or its directors, officers, and material owners, including any financial or governance relationship that might materially affect the credibility of the objective assessment of the third-party standard; and
(8) A statement that, as a private corporation under the direction of its board and accountable to its shareholders and the articles and bylaws of the sustainable business corporation, including those governing the general or specific public benefit purpose and the activities of the sustainable business corporation, the sustainable business corporation and its activities are subject to the oversight of the board of the sustainable business corporation and are not subject to the direct oversight, regulation, or endorsement of any governmental body.
(b) A sustainable business corporation shall post a draft of its benefit report on the public section of its website, or make it otherwise available to the public, for a sixty-day public comment period prior to final publication of the benefit report. The deadline for a commentary shall be published in a publicly accessible manner.
(c) The benefit report shall be sent annually to each shareholder within one hundred twenty days following the end of the fiscal year of the sustainable business corporation.
(d) A sustainable business corporation shall 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. If a sustainable business corporation does not have a public website, it shall deliver a copy of its most recent benefit report upon request and without charge to any person who requests a copy. [L 2011, c 209, pt of §1]