116 S360 IS: Improving Corporate Governance Through Diversity Act of 2019 U.S. Senate 2019-02-16 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.

II116th CONGRESS1st SessionS. 360IN THE SENATE OF THE UNITED STATESFebruary 6, 2019Mr. Menendez (for himself, Ms. Harris, and Mr. Booker) introduced the following bill; which was read twice and referred to the Committee on Banking, Housing, and Urban AffairsA BILLTo amend the Securities Exchange Act of 1934 to require the submission by issuers of data relating to diversity, and for other purposes.

1.

Short title

This Act may be cited as the Improving Corporate Governance Through Diversity Act of 2019.

2.

Submission of data relating to diversity by issuers

Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) is amended by adding at the end the following: (s)

Submission of data relating to diversity

(1)

Definitions

In this subsection— (A)the term executive officer has the meaning given the term in section 230.501 of title 17, Code of Federal Regulations, as in effect on the date of enactment of this subsection; and (B)the term veteran has the meaning given the term in section 101 of title 38, United States Code. (2)

Submission of disclosure

Each issuer required to file an annual report under subsection (a) shall disclose in any proxy statement relating to the election of directors, and in any information statement that so relates, that is filed with the Commission the following: (A)Data, based on voluntary self-identification, on the racial, ethnic, and gender composition of— (i)the board of directors of the issuer; (ii)nominees for the board of directors of the issuer; and (iii)the executive officers of the issuer. (B)The status, based on voluntary self-identification, of any member of the board of directors of the issuer, any nominee for the board of directors of the issuer, or any executive officer of the issuer as a veteran. (C)Whether the board of directors of the issuer, or any committee of that board of directors, has, as of the date on which the issuer makes a disclosure under this paragraph, adopted any policy, plan, or strategy to promote racial, ethnic, and gender diversity among— (i)the board of directors of the issuer; (ii)nominees for the board of directors of the issuer; or (iii)the executive officers of the issuer. (3)

Alternative submission

In any 1-year period in which an issuer required to file an annual report under subsection (a) does not file with the Commission a proxy statement or information statement described in paragraph (2), the issuer shall disclose the information required under that paragraph in the first annual report of the issuer that the issuer submits to the Commission after the end of that 1-year period. (4)

Best practices

(A)

In general

Not later than 3 years after the date of enactment of this subsection, and once every 3 years thereafter, the Director of the Office of Minority and Women Inclusion of the Commission (referred to in this paragraph as the Director), in consultation with the advisory council established under subparagraph (C), shall publish best practices with respect to compliance with this subsection. (B)

Comments

The Director may, pursuant to subchapter II of chapter 5 of title 5, United States Code, solicit public comments relating to the best practices published under subparagraph (A). (C)

Advisory council

The Director shall, in accordance with the Federal Advisory Committee Act (5 U.S.C. App.), establish an advisory council that shall— (i)include issuers and investors; and (ii)advise the Director with respect to the best practices published under subparagraph (A)..