Montana Code 35-1-1410. Report
35-1-1410. Report. (1) Each year, the board of directors of a benefit corporation shall have prepared and delivered to each shareholder an annual benefit report that must include:
Terms Used In Montana Code 35-1-1410
- Benefit corporation: means a corporation organized in this state that has elected to become subject to this part and whose status as a benefit corporation has not been terminated as provided in 35-1-1408. See Montana Code 35-1-1402
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
- General public benefit: means a material, positive impact on society and the environment, taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation. See Montana Code 35-1-1402
- Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
- Process: means a writ or summons issued in the course of judicial proceedings. See Montana Code 1-1-202
- Specific public benefit: means :
(a)providing low-income or underserved individuals or communities with beneficial products or services;
(b)promoting economic opportunity for individuals or communities beyond the creation of jobs in the ordinary course of business;
(c)preserving the environment;
(d)improving human health;
(e)promoting the arts, sciences, or advancement of knowledge;
(f)increasing the flow of capital to entities with a public benefit purpose; or
(g)the accomplishment of any other particular benefit for society or the environment. See Montana Code 35-1-1402
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
- Third-party standard: means a standard for defining, reporting, and assessing overall corporate social and environmental performance to which all of the following apply:
(a)the standard is a comprehensive assessment of the impact of the business and the business's operations on the considerations listed in 35-1-1406(2)(a);
(b)the standard is developed by an entity that has no material financial relationship with the benefit corporation or any of its subsidiaries and:
(i)not more than one-third of the members of the governing body of the entity are representatives of:
(A)associations of businesses operating in a specific industry for which the performance is measured by the standard;
(B)businesses from a specific industry or an association of businesses in that industry; or
(C)businesses whose performance is assessed against the standard; and
(ii)the entity is not materially financed by an association or business described in subsection (9)(b)(i);
(c)the standard is developed by an entity that:
(i)accesses necessary and appropriate expertise to assess overall corporate social and environmental performance; and
(ii)uses a balanced multistakeholder approach, including a public comment period of at least 30 days, to develop the standard; and
(d)the following information regarding the standard is publicly available:
(i)the criteria considered when measuring the overall social and environmental performance of a business;
(ii)the relative weightings assigned to the criteria described in subsection (9)(d)(i);
(iii)the identity of the directors, the officers, any material owners, and the governing body of the entity that developed and controls revisions to the standard;
(iv)the process by which revisions to the standard and changes to the membership of the governing body of the entity described in subsection (9)(d)(iii) are made; and
(v)an accounting of the sources of financial support for the entity with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest. See Montana Code 35-1-1402
(a)a narrative description of:
(i)the process used and rationale for selecting the third-party standard used to prepare the benefit report;
(ii)the ways in which the benefit corporation pursued general public benefit during the applicable year and the extent to which general public benefit was created;
(iii)the ways in which the benefit corporation pursued any specific public benefit that the articles of incorporation state it is the purpose of the benefit corporation to create and the extent to which the specific public benefit was created; and
(iv)any circumstances that may have hindered the creation by the benefit corporation of general public benefit or any specific public benefit;
(b)an assessment of the overall social and environmental performance of the benefit corporation prepared in accordance with 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;
(c)a statement indicating whether the benefit corporation failed to pursue its general public benefit purpose or any specific public benefit purpose in all material respects during the period covered by the report;
(d)the same statement required by 35-1-1411 to be printed on ownership certificates; and
(e)a statement of any connection between the entity that established the third-party standard or the entity’s directors, officers, or material owners and the benefit corporation or the benefit corporation’s directors, officers, and material owners, including any financial or governance relationship that might materially affect the credibility of the objective assessment reached by using the third-party standard.
(2)If the statement required under subsection (1)(c) indicates that the benefit corporation failed to pursue its general public benefit purpose or any specific public benefit purpose, the annual benefit report must include a description of the ways in which the benefit corporation failed to pursue the general public benefit purpose or specific public benefit purpose.
(3)The report must be provided to each shareholder within 120 days following the end of each fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders. The report may be provided electronically or by other means.
(4)(a) Subject to the provisions of subsection (4)(c), a benefit corporation shall post all of its benefit reports on the public portion of its internet website, if any.
(b)If a benefit corporation does not have an internet website, the benefit corporation shall provide, without charge, a copy of its most recent benefit report to any person who requests a copy.
(c)The benefit corporation may omit the compensation paid to directors or any proprietary or financial information from the copy of a benefit report posted pursuant to subsection (4)(a) or provided pursuant to subsection (4)(b).