2019 Delaware Code
Title 6 - Commerce and Trade
Chapter 50E. Certification of Adoption of Transparency and Sustainability standards by Delaware Business Entities
§ 5001E Definitions.
As used in this chapter only, the following terms shall have the following meanings:
(1) “Acknowledged” shall mean, with respect to any document or instrument required to be executed by an authorized person pursuant to this chapter, the authorized person executing such document or instrument has certified, under penalty of perjury, that the information set forth in such document or instrument is accurate and complete to the best of such authorized person’s actual knowledge after due inquiry.
(2) “Assessment measures” shall mean, with respect to any entity, the policies, procedures or practices adopted by such entity to adduce objective factual information to assess the entity’s performance in meeting its standards, including any procedures for internal or external verification of such information.
(3) “Authorized person” means, with respect to any entity, any person or entity who has been duly authorized in accordance with the organizational documents of the entity and the laws of this State (whether statutory, common law or otherwise) under which the entity is incorporated, formed or organized to execute such documents and instruments and make such acknowledgments as are required by this chapter.
(4) “Certification of adoption of transparency and sustainability standards” shall mean a certificate, issued by the Secretary of State, attesting that a reporting entity has filed with the Secretary of State a standards statement pursuant to this chapter. Such certificate shall state on its face that the State has not reviewed the contents or implementation of the matters referenced in the standards statement, nor verified any reports made by the reporting entity.
(5) “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of equity or other voting securities, by contract or otherwise.
(6) “Entity” means any:
(A) corporation (stock or nonstock), partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), limited liability company, or statutory trust validly existing under the applicable laws of this State, or (B) any association of the kind commonly known as a joint-stock association or joint-stock company, and any unincorporated association, trust or other enterprise having members or having outstanding shares of stock or other evidences of financial or beneficial interest therein, the internal affairs of which are governed by the laws of this State and which has not otherwise been dissolved (whether voluntarily or by any order or decree of any court of competent jurisdiction) or otherwise terminated.(7) “Governing body” shall mean the board of directors or equivalent governing body, person or entity having the power to manage and direct the business and affairs of the entity, and shall include any duly authorized and empowered committee of the board of directors or equivalent governing body.
(8) “Nonreporting entity” shall mean any person or entity (including any entity) that is not a reporting entity.
(9) “Organizational documents” shall mean the certificate of incorporation, bylaws, partnership agreement, limited liability company agreement, articles of association or other agreement, document or instrument containing the provisions by which an entity is formed or organized and by which its internal affairs are governed, in each case as amended, modified, supplemented and/or restated and in effect as of any date of determination.
(10) “Provider” shall mean, as to any entity, any third party that is engaged to provide professional consulting services or advice to assist entities or enterprises in measuring, managing or reporting the impact of their business and operations on issues of social and environmental impact.
(11) “Report” shall mean a report with respect to a reporting period for a reporting entity containing the following:
a. A summary of the standards and assessment measures in effect during the applicable reporting period, which summary shall include the third-party criteria and any other source used to develop the entity’s standards and assessment measures and the process by which they were identified, developed and approved by the entity;
b. A summary of the actions or activities by which the entity has sought to meet the standards during the applicable reporting period, including engagement with and disclosure to stakeholders, if any;
c. The most recent available objective and factual information developed pursuant to the assessment measures, if any, with respect to the entity’s performance in meeting its standards during the reporting period, and an assessment by the governing body whether the entity has been successful in meeting the standards. And in the case of any failure to meet such standards, a summary of any additional efforts the governing body has determined the entity will undertake to improve its performance in respect thereof, or its determination not to undertake such additional efforts;
d. 1. The identity of any provider assisting the entity in measuring, managing or reporting the impact of the entity’s business and operations in light of its standards; or
2. A statement that the entity has not engaged the services of any provider for such purposes;
e. A summary of any changes to the standards, assessment measures or reporting period, the process by which such changes were identified, developed and approved by the entity, and the third-party criteria used to develop any changes to the standards;
f. A summary of the actions or activities planned for the next succeeding reporting period with respect to measuring, managing and reporting with respect to the standards if such actions and activities are materially different from those described for the applicable reporting period; and
Notwithstanding the foregoing, no entity shall be required to include in any report any information that such entity determines in good faith is subject to an attorney-client or other applicable privilege or would result in the disclosure of trade secrets or other competitively sensitive information.
(12) “Reporting entity” shall mean an entity that has been issued a certificate of adoption of transparency and sustainability standards and that has not become and continues to be a nonreporting entity pursuant to § 5004E of this title.
(13) “Reporting period” shall mean a period of 1 year, the initial such period to begin not more than 1 year following the filing of the standards statement, and subsequent reporting periods to begin on the day following the last date of the prior reporting period, unless a governing body elects to shorten the duration of a reporting period that has not begun in order to change the start date for subsequent reporting periods.
(14) “Standards” shall mean, with respect to an entity, the principles, guidelines or standards adopted by the entity to assess and report the impacts of its activities on society and the environment, which principles, guidelines or standards shall be based on or derived from third-party criteria.
(15) “Standards statement” shall mean the filing described in § 5003E of this title.
(16) “Third party” means, with respect to any entity, any person or entity other than any person or entity that controls, is controlled by or under common control with such entity, including any governmental or nongovernmental organization that provides services, standards, or criteria with respect to measuring, managing or reporting the social and environmental impact of businesses or other enterprises.
(17) “Third-party criteria” shall mean any principles, guidelines or standards developed and maintained by a third party (including a provider) that are used to assist businesses or other enterprises in measuring, managing or reporting the social and environmental impact of businesses or other entities.
81 Del. Laws, c. 279, § 1.
