Virginia Code 13.1-791: Annual benefit report.
A. A benefit corporation shall prepare an annual benefit report that includes all of the following:
Terms Used In Virginia Code 13.1-791
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
- Benefit corporation: means a corporation organized pursuant to the provisions of this chapter:
1. See Virginia Code 13.1-782
- 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.
- Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Virginia Code 13.1-603
- 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 measured by a third-party standard, from the business and operations of a benefit corporation. See Virginia Code 13.1-782
- Includes: means includes, but not limited to. See Virginia Code 1-218
- Individual: means a natural person. See Virginia Code 13.1-603
- Person: includes an individual and an entity. See Virginia Code 13.1-603
- Shareholder: means a record shareholder. See Virginia Code 13.1-603
- Specific public benefit: means a benefit that serves one or more public welfare, religious, charitable, scientific, literary, or educational purposes, or other purpose or benefit beyond the strict interest of the shareholders of the benefit corporation, including:
1. See Virginia Code 13.1-782
- State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
- Third-party standard: means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:
1. See Virginia Code 13.1-782
- written: means any information in the form of a document. See Virginia Code 13.1-603
1. A narrative description of:
a. The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit was created; and
b. Both:
(1) The ways in which the benefit corporation pursued any specific public benefit that the articles of incorporation or bylaws, or other action taken by the board of directors, state it is the purpose of the benefit corporation to create; and
(2) The extent to which that specific public benefit was created; and
c. Any circumstances that have hindered the creation by the benefit corporation of the general or any specific public benefit;
2. An assessment of the social and environmental performance of the benefit corporation. The assessment shall be:
a. Prepared in accordance with a third-party standard specified in the articles of incorporation, the bylaws, or otherwise adopted by the board of directors and applied consistently with any application of that standard in prior benefit reports; or
b. Accompanied by an explanation of the reasons for any inconsistent application; and
3. Any other information or disclosures that may be required under any third-party standard adopted by the directors of the benefit corporation.
B. The benefit report shall be made available annually to each shareholder of the benefit corporation:
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. A benefit corporation shall post its most recent benefit report on a publicly accessible portion of its Internet website, if any. If a benefit corporation does not have an Internet website, it shall make a written or electronic copy of its most recent benefit report available upon written request from any person. A benefit corporation shall not be required to publicly disclose to persons other than its shareholders any proprietary, confidential, or individual compensation information contained in its benefit report to the extent that any third-party standard adopted by the directors of the benefit corporation permits the omission of such information from public disclosure.
2011, c. 698.