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PT Stakeholder Governance
Making companies accountable to people and the planet.
Our economy relies on the labor and savings of workers, yet the corporate and financial sectors often externalize the costs onto those same workers, their communities, and the environment.
Legal precedents and cultural expectations frequently pressure companies to make decisions solely to maximize profits for owners and shareholders—a concept known as shareholder primacy.
Why it matters
At B Lab™ and Sistema B™, we believe that shareholder primacy is an obstacle to creating long-term value for all stakeholders—including the owners and shareholders themselves. Ending this mindset is essential to building an economy that works for everyone.
One way to achieve this is by embedding stakeholder governance into a company’s DNA. By including legal accountability in a company’s bylaws, it ensures that the business remains committed to a broader purpose and considers the interests of all stakeholders.
Legal requirement for Certified B Corporations
Certified B Corporations are legally required to consider the impact of their decisions on all stakeholders.
The legal framework for B Corporations protects their mission and ensures that the company continues to practice Stakeholder Governance, even through capital increases or leadership changes.
It also provides greater flexibility when evaluating sale or liquidity options, while guaranteeing that B Corps remain legally accountable to workers, communities, customers, suppliers, and the environment—not just to shareholders.
Find out what the legal requirement is in your country
Benefit Corporations
Another way of ensuring Stakeholder Governance is through the Another way to ensure Stakeholder Governance is through Benefit Corporations. Unlike B Corps, this is not a certification, but a legal corporate structure.
To become a Benefit Corporation, a company must be incorporated as such in a country where this legal structure is available. Some companies are both Certified B Corps and Benefit Corporations, with the Benefit Corporation structure fulfilling the legal requirement for B Corp Certification.
Today, 54 jurisdictions around the world—including Colombia, Ecuador, France, Italy, Panama, Peru, Rwanda, Spain, Uruguay, British Columbia in Canada, and 44 U.S. states, Puerto Rico, and Washington, D.C.—have statutes supporting Stakeholder Governance.
What is the difference between a B Corp and a Benefit Corporation?
B Lab awards B Corp Certification to companies that: meet verified social and environmental impact standards through the B Impact Assessment™, commit to transparency regarding their impact and operations, and are legally accountable to all stakeholders. One way for B Corps to satisfy the legal requirement of the certification is by becoming a Benefit Corporation.
A Benefit Corporation, on the other hand, is a legal structure that embeds Stakeholder Governance into a company’s DNA, ensuring it considers the impact on all stakeholders. It is not a certification, and Benefit Corporations are not required to meet B Lab's standards.
In Latin America and the Caribbean, Benefit Corporations exist in Colombia, Ecuador, Panama, Peru, Puerto Rico, and Uruguay.