Bermuda

Companies in Bermuda are required to add the below language to their governing documents to meet the legal requirement for B Corp Certification. Charter language Purpose provision: The objects for which the Company is formed and incorporated are unrestricted, and, for the avoidance of doubt, includes having a beneficial impact on society and the environment, taken as a whole. Bye-law language 1. Definition: Stakeholder Interests means the Stakeholder Interests set forth in Bye-Law Director provision: ___When exercising the powers of the Company, the Board and each Director shall have regard to (among other matters): (a) the likely consequences of any decision in the long term, (b) the interests of the Company’s employees, (c) the need to foster the Company’s business relationships with suppliers, customers and others, (d) the impact of the Company’s operations on the community and the environment, (e) the desirability of the Company maintaining a reputation for high standards of business conduct, and (f) 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 ByeLaw 27 as the Stakeholder Interests). ___ For the purposes of a Director’s duty to act in the way he or she considers, in good faith, is in the best interests of the Company, the Director shall not be required to regard the benefit of any particular Stakeholder Interest or group of Stakeholder Interests as more important than any other. ___ Nothing in this Bye-Law __, express or implied, is intended to or shall create or grant any right or cause of action to, by or for any person (other than the Company).


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