(1) Unless it is prepared by a benefit director or a benefit officer, the board of directors shall prepare an annual benefit report. The annual benefit report must include all of the following:

(a) A narrative description of:

1. The ways in which the benefit corporation pursued general public benefit during the year and the extent to which the general public benefit was created.

2. Any circumstance that has hindered the pursuit or creation of general public benefit or a specific public benefit by the benefit corporation.

3. The process and rationale for selecting or changing the third-party standard used to prepare the benefit report.

(b) The name of the benefit director and the benefit officer, if those positions exist, and the respective business addresses to which correspondence may be directed.

(c) If the corporation has a benefit director, the statement as provided in s. 607.608(3).

(d) A statement of any connection between the organization that established the third-party standard, or its directors, officers, or any holder of 5 percent or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or any holder of 5 percent or more of the outstanding shares of the benefit corporation, including any financial or governance relationship that might materially affect the credibility of the use of the third-party standard.

(2) The annual benefit report must be prepared in accordance with a third-party standard that is:

(a) Applied consistently with any previous application in prior annual benefit reports; or

(b) Accompanied by an explanation of the reasons for any inconsistent application or any change in the standard from the immediate prior report.

(3) If, during the year covered by an annual benefit report, a benefit director resigned from, or refused to stand for reelection to, his or her position, or was removed from his or her position, and he or she furnished written correspondence to the benefit corporation concerning the circumstances surrounding his or her departure, that correspondence must be included as an exhibit in the annual benefit report.

(4) The annual benefit report and the assessment of the performance of the benefit corporation in the annual benefit report required under subsection (2) are not required to be audited or certified by a third-party standards provider.

(5) Notwithstanding the requirements of this section, information that is required to be included in the annual benefit report but that is otherwise required by applicable regulatory state or federal law to be kept confidential may be omitted from the annual benefit report. If such information is omitted, the annual benefit report shall expressly state that information required by this section has been omitted in reliance on this subsection.

History.—s. 32, ch. 2014-209; s. 9, ch. 2018-139.