Benefit corporation: means a business corporation:
(a)
that elects to become subject to this chapter; and
(b)
the status of which as a benefit corporation has not been terminated. See Utah Code 16-10b-103
Benefit director: means the director designated as the benefit director of a benefit corporation under Section 16-10b-302. See Utah Code 16-10b-103
Benefit officer: means the individual designated as the benefit officer of a benefit corporation under Section 16-10b-304. See Utah Code 16-10b-103
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.
General public benefit: means a material positive impact on society and the environment:
Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
Specific public benefit: includes :
(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 normal course of business;
(c)
protecting or restoring 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 purpose to benefit society or the environment; and
(g)
conferring any other particular benefit on society or the environment. See Utah Code 16-10b-103
State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
Third-party standard: means a recognized standard for defining, reporting, and assessing corporate social and environmental performance that:
(a)
assesses the effect of the business and its operations upon the interests listed in Subsections 16-10b-301(1)(a)(ii), (iii), (iv), and (v);
(b)
is developed by an entity that is not controlled by the benefit corporation;
(c)
is developed by an entity that both:
(i)
has access to necessary expertise to assess overall corporate social and environmental performance; and
(ii)
uses a balanced multistakeholder approach to develop the standard, including a reasonable public comment period; or
(d)
makes the following information publicly available:
(i)
about the standard:
(A)
the criteria considered when measuring the overall social and environmental performance of a business; and
(B)
the relative weightings, if any, of those criteria; and
(ii)
about the development and revision of the standard:
(A)
the identity of the directors, officers, material owners, and the governing body of the entity that developed and controls revisions to the standard;
(B)
the process by which revisions to the standard and changes to the membership of the governing body are made; or
(C)
an accounting of the revenue and sources of financial support for the entity, with sufficient detail to disclose a relationship that could reasonably be considered to present a potential conflict of interest. See Utah Code 16-10b-103
(a)
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)
(A)
the ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state it is the purpose of the benefit corporation to create; and
(B)
the extent to which that specific public benefit was created; and
(iii)
circumstances that have hindered the creation by the benefit corporation of general public benefit or specific public benefit;
(b)
an assessment of the overall social and environmental performance of the benefit corporation against a third-party standard:
(i)
applied consistently with the application of that third-party standard in prior benefit reports; or
(ii)
accompanied by an explanation of the reasons for an inconsistent application;
(c)
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;
(d)
the statement of the benefit director described in Subsection 16-10b-302(3);
(e)
an identification of the third-party standard that will be used to prepare the next benefit report of the benefit corporation and a discussion of:
(i)
the process and rationale for selecting that third-party standard and, if it is different from the previous third-party standard used by the benefit corporation, the reasons for the change; and
(ii)
any connection between the organization that established the third-party standard, or its directors, officers, or a holder of 5% or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or a holder of 5% or more of the outstanding shares of the benefit corporation, including a financial or governance relationship that might materially affect the credibility of the use of the third-party standard; and
(f)
if the benefit corporation has dispensed with, or restricted the discretion or powers of, the board of directors, a description of the persons that exercise the powers, duties, and rights and who have the immunities of the board of directors.
(2)
If, during the year covered by a benefit report, a benefit director resigns, refuses to stand for reelection to the position of benefit director, or is removed from the position of benefit director, and the benefit director furnishes the benefit corporation with written correspondence concerning the circumstances surrounding the resignation, refusal, or removal, the benefit report shall include that correspondence as an exhibit.
(3)
Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required by Subsection (1)(b) needs to be audited or certified by a third party.
