[§420D-6] Standard of conduct for directors.

298 words·~1 min read·/hi/420d-6

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)In discharging the duties of their respective positions, the board of directors, committees of the board, and individual directors of a sustainable business corporation, in considering the best interests of the sustainable business corporation:

(1)Shall consider the effects of any action of the sustainable business corporation upon:

(A)The shareholders of the sustainable business corporation; and

(B)The accomplishment of general and specific public benefits set forth in the sustainable business corporation's purposes; and

(2)May consider:

(A)The employees and workforce of the sustainable business corporation and its subsidiaries and suppliers;

(B)The interests of customers as beneficiaries of the general or specific public benefit purposes of the sustainable business corporation;

(C)Community and societal considerations, including those of any community in which offices or facilities of the sustainable business corporation or its subsidiaries or suppliers are located;

(D)The local and global environment;

(E)The short-term and long-term interests of the sustainable business corporation, including benefits that may accrue to the sustainable business corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the sustainable business corporation;

(F)The ability of the sustainable business corporation to accomplish its general public benefit purpose and any specific public benefit purpose;

(G)The resources, intent, and conduct of any person seeking to acquire control of the corporation; and

(H)Any other pertinent factors or the interests of any other group that they deem appropriate.

(b)A director shall not be personally liable for monetary damages for any action taken as a director if the director performed the duties of the director's office in compliance with the general standards of conduct pursuant to section 414-221. [L 2011, c 209, pt of §1]