Part 5: B-Corp Governance#

40. Objectives#

The objects of the Company are:

  1. To develop, maintain, promote and support “Better Conversations” and related training courses; and

  2. Through its business and operations, to have a material positive impact on society and the environment, taken as a whole.

41. Directors’ considerations#

A Director must act in the way he or she considers, in good faith, most likely to promote the success of the Company in achieving the objects set out in paragraph (1) above, and in doing so shall have regard (amongst other matters) to:

  1. the likely consequences of any decision in the long term,

  2. the interests of the Company’s employees,

  3. the need to foster the Company’s business relationships with suppliers, customers and others,

  4. the impact of the Company’s operations on the community and the environment,

  5. the desirability of the Company maintaining a reputation for high standards of business conduct, and

  6. the need to act fairly as between members of the Company,

(together, the matters referred to above shall be defined for the purposes of this Article as the “Stakeholder Interests”).

42. No obligation to particular stakeholder interests#

For the purposes of a Director’s duty to act in the way he or she considers, in good faith, most likely to promote the success of the Company, a Director shall not be required to regard the benefit of any particular Stakeholder Interests or group of Stakeholder Interests as more important than any other.

43. No right or cause of action#

Nothing in this Article express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Company).

44. Annual Impact Report#

The Directors of the Company shall, for each financial year of the Company, prepare and circulate to its members an impact report. The impact report shall contain a balanced and comprehensive analysis of the impact the Company’s business has had, in a manner proportionate to the size and complexity of the business. The impact report shall contain such detail as is necessary to enable the members to have an understanding of the way in which the Company has promoted its success for the benefit of its members as a whole and, through its business and operations, sought to have a material positive impact on society and the environment, taken as a whole. If the Company is also required to prepare a strategic report under the Companies Act 2006, the Company may choose to publish the impact report as part of its strategic report and in accordance with the requirements applying to the strategic report.