116 HR 3279 IH: Diversity in Corporate Leadership Act of 2019 U.S. House of Representatives 2019-06-13 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain.

I116th CONGRESS1st SessionH. R. 3279IN THE HOUSE OF REPRESENTATIVESJune 13, 2019Mrs. Carolyn B. Maloney of New York introduced the following bill; which was referred to the Committee on Financial ServicesA BILLTo require the Securities and Exchange Commission to establish a Diversity Advisory Group to study and make recommendations on strategies to increase gender, racial, and ethnic diversity among the members of the board of directors of issuers, to amend the Securities Exchange Act of 1934 to require issuers to make disclosures to shareholders with respect to gender, racial, and ethnic diversity, and for other purposes.

1.

Short title

This Act may be cited as the Diversity in Corporate Leadership Act of 2019.

2.

Diversity study and disclosures

(a)

Diversity Advisory Group

(1)

Establishment

The Securities and Exchange Commission shall establish a Diversity Advisory Group (the Advisory Group), which shall be composed of representatives from the Government, academia, and the private sector. (2)

Study and recommendations

The Advisory Group shall— (A)carry out a study on strategies to increase gender, racial, and ethnic diversity among the members of the board of directors of issuers; and (B)not later than 9 months after the establishment of the Advisory Group, issue a report to the Commission, the Committee on Financial Services of the House of Representatives, and the Committee on Banking, Housing, and Urban Affairs of the Senate containing the findings and determinations made in carrying out such study, along with recommendations to increase gender, racial, and ethnic diversity among the members of the board of directors of issuers. (3)

Annual report

Not later than 1 year following the issuance of the report under paragraph (2)(B), and annually thereafter, the Commission shall issue a report to the Committee on Financial Services of the House of Representatives and the Committee on Banking, Housing, and Urban Affairs of the Senate on the status of gender, racial, and ethnic diversity among the members of the board of directors of issuers. (4)

Public availability of reports

The Commission shall make all reports of the Advisory Group available to issuers and the public, including on the website of the Commission. (b)

Disclosures

The Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) is amended by inserting after section 14B the following:

14C.

Diversity disclosures

The Commission shall, by rule, require each issuer to disclose, in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer, the gender, racial, and ethnic composition of the issuer’s board of directors and nominees for the board of directors.

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