§ 5-89-3. Definitions. [Effective January 1, 2020.] As used in this chapter only, the following terms shall have the following meanings:

(1) "Acknowledged" means with respect to any document or instrument required to be executed by an authorized person pursuant to this chapter, the authorized person executing the document or instrument has certified, under penalty of perjury, that the information set forth in the document or instrument is accurate and complete to the best of the authorized person's actual knowledge after due inquiry.

(2) "Assessment measures" means with respect to any entity, the policies, procedures, or practices adopted by the 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 the 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 the documents and instruments and make the acknowledgments as are required by this chapter.

(4) "Certification of adoption of transparency and sustainability standards" means a certificate, issued by the department of environmental management, attesting that a reporting entity has fulfilled sustainability metrics and filed with the secretary of state a standards statement pursuant to this chapter. The 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 corporation (stock or nonstock), or a limited-liability company, existing under the applicable laws of this state.

(7) "Governing body" means 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" means any person or entity (including any entity) that is not a reporting entity.

(9) "Organizational documents" means 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" means, 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" means a report with respect to a reporting period for a reporting entity containing the following:

(i) 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;

(ii) 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;

(iii) 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 the 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 the additional efforts;

(iv)(A) 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

(B) A statement that the entity has not engaged the services of any provider for these purposes;

(v) A summary of any changes to the standards, assessment measures, or reporting period, the process by which the changes were identified, developed, and approved by the entity, and the third-party criteria used to develop any changes to the standards;

(vi) 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 the actions and activities are materially different from those described for the applicable reporting period; and

(vii) Notwithstanding the foregoing, no entity shall be required to include in any report any information that the 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" means 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 § 5-89-6.

(13) "Reporting period" means a period of one year, the initial period to begin not more than one 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" means, 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. The Rhode Island department of environmental management green certification standards may be used as initial guidelines for all applicants in businesses covered by the certification program.

(15) "Standards statement" means the filing described in § 5-89-5.

(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 the 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" means 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.

History of Section. (P.L. 2019, ch. 186, § 1; P.L. 2019, ch. 206, § 1.)