Section 15: Annual benefit report
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/ma/part-i/title-xxii/chapter-156e/15·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
Section 15.
(a)A benefit corporation shall prepare an annual benefit report, including all of the following information:
(1)a narrative description of:
(i)the ways in which the benefit corporation pursued a general public benefit during the year and the extent to which general public benefit was created;
(ii)the ways in which the benefit corporation pursued a specific public benefit that the articles of organization state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created;
(iii)any circumstances that have hindered the creation by the benefit corporation of general public benefit or specific public benefit; and
(iv)the process and rationale for selecting or changing the third-party standard used to prepare the benefit report;
(2)an assessment of the overall social and environmental performance of the benefit corporation against a third-party standard:
(i)applied consistently with any application of that standard in prior benefit reports; or
(ii)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 benefit corporation during the year to each director in the capacity of a director;
(5)the name of each person that owns 5 per cent or more of the outstanding shares of the benefit corporation either:
(i)of record; or
(ii)beneficially, to the extent known to the benefit corporation without investigation;
(6)the statement of the benefit director described in subsection
(c)of section 11;
(7)a statement of any connection between the organization that established the third-party standard, or its directors, officers or any holder of 5 per cent or more of the governance interests in the organization, and the benefit corporation or its directors, officers or any holder of 5 per cent or more of the outstanding shares of the benefit corporation, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard; and
(8)if the benefit corporation has dispensed with, or restricted the discretion or powers of, the board of directors, a description of:
(i)the persons that exercise the powers, duties and rights and who have the immunities of the board of directors; and
(ii)the benefit director, as required by subsection
(d)of section 11.
(b)Nothing in this chapter shall require the benefit report or the assessment of the performance of the benefit corporation in the benefit report required by clause
(2)of subsection
(a)to be audited or certified by a third party standards provider.