Four years ago Berrett-‐Koehler Publishers
(bkconnection.com) was one of the first book
publishers in the world to become a Certified B Corporation, joining a movement
that has since grown to include more than 1400 Certified B Corporations in 42
countries. To become a B Corp, Berrett-‐Koehler scored highly on a 230-‐question Impact Assessment and follow-‐up audit, certifying that it
meets rigorous standards for corporate, social, and environmental performance.
Now
Berrett-‐Koehler
is the first book publisher to go beyond B Corp certification to also become a
Benefit Corporation. Whereas B Corp certification is
a voluntary process, becoming a Benefit Corporation puts the force of law
behind Berrett-‐Koehler’s
longstanding social mission values, practices, and objectives.
“This
is a tremendous milestone for Berrett-‐Koehler,” states BK
president Steve Piersanti. “Combining B Corp certification with Benefit
Corporation legal status is the new gold standard,” Piersanti continues.
“Certified B Corps are world leaders in advancing corporate social
responsibility. And becoming a Benefit Corporation provides legal grounding for
key elements of BK’s mission, values, goals, stakeholder focus, and innovative
practices. Together, they help BK continue being a leader in advancing
the social mission dimensions of business and publishing.”
A
Benefit Corporation is a new class of for-‐profit corporation—based on laws recently enacted in 30
states, including California, and the District of Columbia—that is legally
obligated to do four things.
1. Public Benefit. To quote from the new California law that
Berrett-‐Koehler
has taken advantage of, Benefit Corporations must provide “general public
benefit,” which the law says “means a material positive impact on society and
the environment, taken as a whole.” And BK’s Articles of Incorporation now include BK’s mission and values as
“specific public benefits” to which BK is legally committed: “connecting people
and ideas to create a world that works for all and helping people promote
positive change to advance quality, stewardship, partnership, sustainability,
and diversity and inclusion in their lives, organizations, communities, and the
world.”
2. Impacts on Stakeholders. BK’s founding concept—managing the company
“for the benefit of all of our ‘stakeholder’ groups,” including “authors,
customers, employees, suppliers and subcontractors, owners, and the society and
environmental communities in which we live and work” (as stated in our very
first catalog in 1992)—is now legally supported. Benefit Corporation status
makes it the fiduciary duty of the BK Board of Directors (quoting again from
the new California law) to “consider the impacts of any action or proposed
action upon all of the following”: shareholders, employees, customers,
community and social considerations, the local and global environment, “short-‐term and long-‐term interests,” and “the ability
of the Benefit Corporation to accomplish its general, and any specific, public benefit purpose.”
3. Accountability. Benefit Corporations must assess their
overall corporate, social, and environmental performance on a yearly basis
using an independent third-‐party
standard. The Impact Assessment that BK has already done to be certified as a B Corp qualifies as
such a third-‐
party standard. However, BK will now need to do this Assessment annually
(rather than biannually), which will help BK advance its corporate, social, and
environmental performance and its adherence to its mission and values.
4. Transparency. Finally, California Benefit Corporations must
report their overall social and environmental performance to their shareholders
and to the public in an annual benefit report. This is consistent with
everything about how Berrett-‐Koehler wants to be in the world, but making
it a legal obligation will ensure that it actually happens each year.
The Road to Becoming a Benefit
Corporation
Not long after the California Benefit
Corporation law took effect in 2012, the BK Board of Directors established a
Board task force to investigate this option for BK. After much review, the
Board voted to put a Benefit Corporation resolution on the agenda of the recent
BK Annual Shareholders Meeting and the task force began educating the
approximately 260 BK shareholders about the implications of becoming a Benefit
Corporation. The resolution was overwhelmingly approved by BK shareholders.
After observing a period for shareholders to exercise dissenters’ rights (none
were exercised), the company submitted its Restated Articles of Incorporation
to the California Secretary of State—for both Berrett-‐Koehler
Publishers, Inc., and its parent company, The Berrett-‐Koehler
Group, Inc.—which officially filed the Restated Articles of Incorporation for
both entities.
-CSRwire
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