Connecticut § 33-1358 - Standards of conduct for directors.

§ 33-1358. Standards of conduct for directors.

Sec. 33-1358. Standards of conduct for directors. (a) In discharging the duties of their respective positions and considering the best interests of the benefit corporation, the board of directors, any committee of the board and the individual directors of the benefit corporation:

(1) Shall consider the effects of any corporate action or inaction upon:

(A) The shareholders of the benefit corporation;

(B) The employees and workforce of the benefit corporation, its subsidiaries and its suppliers;

(C) The interests of the customers of the benefit corporation as beneficiaries of the general public benefit purpose and any specific public benefit purpose of the benefit corporation;

(D) Community and societal factors, including those of each community in which offices or facilities of the benefit corporation, its subsidiaries or its suppliers are located;

(E) The local and global environment;

(F) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from such corporation's long-term plans and the possibility that such interests may be best served by the continued independence of the benefit corporation; and

(G) The ability of the benefit corporation to accomplish its general public benefit purpose and any specific public benefit purpose;

(2) May consider (A) in the circumstances described in subsection (g) of section 33-756, the interests referred to in said subsection, and (B) other pertinent factors or the interests of any other group that the board of directors, any committee of the board and the directors of the benefit corporation deem appropriate; and

(3) Need not give priority to the interests of a particular person or group referred to in subdivision (1) or (2) of this subsection over the interests of any other person or group unless the certificate of incorporation for such benefit corporation states an intention to give priority to certain interests related to the accomplishment of the corporation's general public benefit purpose or of a specific public benefit purpose identified in the corporation's certificate of incorporation.

(b) The consideration of interests and factors in the manner required by subsection (a) of this section (1) shall not constitute a violation of section 33-756, and (2) is in addition to the power of directors to consider the interests and factors listed in subsection (d) of section 33-756 in the circumstances described in said subsection.

(c) A director shall not be personally liable for (1) any act or omission in the course of performing the duties of a director under subsection (a) of this section if the director performed the duties of the position in compliance with section 33-756 and this section, or (2) failure of the benefit corporation to pursue or create a general public benefit or any specific public benefit.

(d) A director shall not have a duty to a person who is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation based on the status of such person as a beneficiary.

(P.A. 14-217, S. 148; P.A. 17-108, S. 24.)

History: P.A. 17-108 amended Subsec. (a)(2)(A) by replacing “subsection (d) of section 33-756” with “subsection (g) of section 33-756”.