                                 CODE OF VIRGINIA

ANNUAL BENEFIT REPORT (§ 13.1-791)

A. A benefit corporation shall prepare an annual benefit report that includes
all of the following:

   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.

HISTORY: 2011, c. 698.