805 ILCS 40/ Benefit Corporation Act.

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805 ILCS 40/Art. 5

(805 ILCS 40/Art. 5 heading)

Article 5. Transparency

(Source: P.A. 97-885, eff. 1-1-13.)

805 ILCS 40/5.01

(805 ILCS 40/5.01)

Sec. 5.01. Annual benefit report.

(a)  A benefit corporation shall prepare an annual benefit report including all of the following:

(1)  A narrative description of:

(A) the process and rationale for selecting the

third party standard used to prepare the benefit report;

(B) the ways in which the benefit corporation

pursued general public benefit during the year and the extent to which general public benefit was created;

(C) the ways in which the benefit corporation

pursued a specific public benefit that the articles state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created; and

(D) any circumstances that have hindered the

pursuit by the benefit corporation of its general public benefit purpose and any specific public benefit purpose or the creation by the benefit corporation of general public benefit and any specific public benefit.

(2) An assessment of the overall social and

environmental performance of the benefit corporation against a third-party standard:

(A) 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.

(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% or more of

the outstanding shares of the benefit corporation either:

(A) beneficially, to the extent known to the

benefit corporation without independent investigation; or

(B)  of record.

(6) The statement of the benefit director required

by subsection (c) of Section 4.05.

(7) A statement of any connection between the

organization that established the third-party standard, or its directors, officers, or material owners, and the benefit corporation or its directors, officers or material owners, including any financial or governance relationship that might materially affect the credibility of the use of the third-party standard.

(8) If the benefit corporation has dispensed with, or

restricted the discretion or powers of, the board of directors, its annual benefit report must describe the persons who exercise the powers, duties, and rights, and have the immunities of the board of directors and the benefit director as required by subsection (e) of Section 4.05.

(b)  The benefit corporation shall send a benefit report annually to each shareholder:

(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 all of its benefit reports on the public portion of its Internet website, if any, but the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.

(d)  If a benefit corporation does not have an Internet website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy.

(Source: P.A. 97-885, eff. 1-1-13.)