Governance
The Roshem Impact team is developing the RAZ Finance Network and Impact Management platform. RAZ simplifies ESG and investment data management while making the influence of impact on financial performance transparent and verified.
Our benefit-focused company is incorporated in the Republic of Serbia, Israel and in Colorado, USA as a Public Benefit Corporation. In Serbia and Israel, there is currently no available Benefit Corporation legal structure that would make it possible for us to prioritize stakeholder benefit above shareholder return. Our team believes that the days of shareholder primacy have long ago run their course, and that a new dawn is here for a regenerative economy that creates benefit for all stakeholders.
On February 26th 2020, our Board of Directors adopted a Resolution that would make it possible for us to adapt our Operating Agreement in accordance with Benefit Corporation legal guidelines as related to the requirements set by the State of Colorado, in the United States of America, and to publicise our policies and commitments related to a stakeholder-driven approach to business.
1. COMMITMENTS
1.1. The Commitments of the Company include, and are not limited to, the following:
1.1.a. The Company hereby commits to developing technology that verifies and secures impact investment outcomes as they are still unfolding, while facilitating stakeholder-driven collaboration. The Company manages integrated outcomes across the landscape of: Investment | Impact | ESG | Sustainability | Revenue. Stakeholder groups verify company claims in accordance with
investor themes and strategies, best practices, standards and regulations
1.1.b. The Company hereby commits to serving previously underemployed or unemployed individuals by providing them with employment that ensures proper training, the improvement of long-term employment prospects and better access to healthcare benefits and pension funds.
1.1.c. The Company hereby commits to addressing and working to resolve environmental challenges by supporting the development of businesses that reduce the usage of agricultural chemicals, plastics and related chemicals, and in general terms the reduction or elimination of chemicals scientifically-proven to pose risks to human and animal health.
1.1.d. The Company hereby commits to utilizing impact metrics to measure its outcomes in order to substantiate the integrity of the individuals, organizations, products, campaigns, and ventures represented by the Company. Elements of social, environmental, and financial return are tracked throughout the value chain. Improved governance policies, corporate culture, communications and marketing strategy are implemented as part of a purpose-driven focus.
2. MEASURABLE SOCIAL AND ENVIRONMENTAL BENEFIT
2.1. The Company shall include in its business practices, policies and standards, a commitment to public benefit purpose of material positive impact on society and the environment. The Company shall have the right to name specific public, charitable, cultural, educational, social and environmental benefit purposes and actualize such a commitment by implementing policies, procedures, strandards, practices, by-laws and business strategies that further define and measure the results of the aforementioned purposes.
2.2. Potential Directors and Officers of the Company must agree to, and substantiate their commitment to, the Company’s Social and Environmental benefit as established and defined by the Board of Directors prior to commencing the duties of a Director or Officer of the Company and shall remain committed to, as well as document and substantiate his or her commitment to, the the benefit purposes as defined by the Company and established by the Board of Directors.
3. DIRECTOR AND OFFICER DUTIES
3.1. The Directors shall, acting fairly and responsibly, consider the short-term and the long-term interests of the Company. The Directors shall achieve this objective by considering the impact of their decisions on, as well as obtaining feedback and input from, the Company’s shareholders, employees, contractors, suppliers, creditors and consumers, as well as the government and representatives of environmental, non-profit, charitable and cultural organisations (the “Stakeholders”), and the community and society in which the Company operates, to inform their decisions.
3.2. In discharging his or her duties, and in determining what is in the best interests of the corporation, each director may consider all of the Stakeholders and shall not be required to regard the interests of any particular Stakeholder as determinative.
3.3. Nothing in this Article express or implied, is intended to create or shall create or grant any right in or for any person other than a shareholder or any cause of action by or for any person other than a shareholder.
3.4. Notwithstanding the foregoing, any Director is entitled to rely upon the definition of “best interests” as set forth above in enforcing his or her rights hereunder, and under province law and such reliance shall not, absent another breach, be construed as a breach of a Director’s fiduciary duty of care, even in the context of a Change in Control Transaction where, as a result of weighing other Stakeholders’ interests, a Director determines to accept an offer, between two competing offers, with a lower price per share.
3.5. Directors and Officers shall consider the impact of their decisions on society and the environment and measure such impact through the implementation of impact metrics according to current, recognized and acceptable global third-party standards, including but not limited to the B Impact Assessment, GIIRS and Iris Metrics, Blockchain for Impact, and as defined by recognized leaders within the Impact Investing sector.
3.6. Directors and Officers may also consider the resources, intent and conduct (past, stated and potential) of any person seeking to acquire control of the Company, and any other pertinent factors or the interests of any other group that they deem appropriate, consistent with the Company’s purpose to create measurable social and environmental benefit.
4. BENEFIT REPORTING
4.1. The Company shall publish annual benefit reports regarding its social and environmental performance utilizing a comprehensive, credible, independent and transparent third-party standard such as the Impact Reporting & Investment Standards (IRIS) developed by the Global Impact Investing Network.
4.2. The annual Benefit Report(s) shall be delivered and made available to:
1) all shareholders; and
2) the Company’s public website with exclusion of proprietary data and trade secrets.
4.3. The annual Benefit Report(s) shall contain a narrative description of:
4.3.a. the process and rationale for selecting the third-party standard utilized to prepare the benefit report;
4.3.b. the ways in which the Company pursued general public, charitable, cultural, social and environmental benefit during the year and the extent to which general public benefit was created;
4.3.c. any circumstances that have hindered the creation of general or specific public, charitable, cultural, social and environmental benefit by the Company.
4.4. The annual report shall also include:
4.4.a. an assessment of the financial performance of the Company, relative to its general public, charitable, cultural, social and environmental benefit purpose assessed against a third-party standard applied consistently with any application of that standard in prior annual benefit reports or accompanied by an explanation of the reasons for any inconsistent application (and, assessment of the performance of the Company, relative to its specific public benefit purpose or purposes);
4.4.b. correlation between measured public, charitable, cultural, social and environmental benefit achieved by the Company and the Company;s pre-tax revenue and after-tax Returns on Investment provided to the Company’s investors. The Company shall implement software applications for the purpose of tracking and substantiating the correlation defined in this Article.
Restrictions on Share Transfers
Directors and Officers may also consider the resources, intent and conduct (past, stated and potential) of any person seeking to acquire control of the Corporation, and any other pertinent factors or the interests of any other group that they deem appropriate, consistent with the Corporation’s purpose to create measurable social and environmental benefit. The Board of Directors shall consider the above-defined consideration and review of intent to purchase shares as being in the best interests of the Corporation in order to preserve the defined
commercial purposes and social and environmental benefit purposes.
Restrictions on Business
The Company shall include in all of its business practices, policies and standards, a public benefit purpose of material positive impact on society and the environment. The Company shall have the right to name specific public benefit purposes.
The Company provides active investment, business development and advisory services to companies and organizations seeking to improve their triple bottom line performance for people, planet and profit. The Company supports businesses and entrepreneurs in measuring and managing their positive impact while communicating outcomes to their stakeholders. The further commercial purpose of the Company is the direct and active management of impact investment into companies and enterprises that are in business to create solutions to social and environmental challenges. Such investment management services relate to the development of companies and enterprises intended to create social and environmental benefit beyond financial return. The Company primarily consults for fund managers, investors, corporations and nonprofits to provide support in structuring their impact investments. The Company identifies investable opportunities focused on impact outcomes, develops impact measurement and management strategy, and provides sourcing and supply chain support related to sustainable products.
The Company shall refrain from engaging clientele or developing projects and ventures that do not have a commitment to improve and measure their social and environmental impact.
