[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[S. 536 Introduced in Senate (IS)]

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115th CONGRESS
  1st Session
                                 S. 536

  To promote transparency in the oversight of cybersecurity risks at 
                       publicly traded companies.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                             March 7, 2017

  Mr. Reed (for himself, Ms. Collins, and Mr. Warner) introduced the 
 following bill; which was read twice and referred to the Committee on 
                  Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
  To promote transparency in the oversight of cybersecurity risks at 
                       publicly traded companies.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Cybersecurity Disclosure Act of 
2017''.

SEC. 2. CYBERSECURITY TRANSPARENCY.

    (a) Definitions.--In this section--
            (1) the term ``Commission'' means the Securities and 
        Exchange Commission;
            (2) the term ``cybersecurity threat''--
                    (A) means an action, not protected by the First 
                Amendment to the Constitution of the United States, on 
                or through an information system that may result in an 
                unauthorized effort to adversely impact the security, 
                availability, confidentiality, or integrity of an 
                information system or information that is stored on, 
                processed by, or transiting an information system; and
                    (B) does not include any action that solely 
                involves a violation of a consumer term of service or a 
                consumer licensing agreement;
            (3) the term ``information system''--
                    (A) has the meaning given the term in section 3502 
                of title 44, United States Code; and
                    (B) includes industrial control systems, such as 
                supervisory control and data acquisition systems, 
                distributed control systems, and programmable logic 
                controllers;
            (4) the term ``issuer'' has the meaning given the term in 
        section 3 of the Securities Exchange Act of 1934 (15 U.S.C. 
        78c);
            (5) the term ``NIST'' means the National Institute of 
        Standards and Technology; and
            (6) the term ``reporting company'' means any company that 
        is an issuer--
                    (A) the securities of which are registered under 
                section 12 of the Securities Exchange Act of 1934 (15 
                U.S.C. 78l); or
                    (B) that is required to file reports under section 
                15(d) of such Act (15 U.S.C. 78o(d)).
    (b) Requirement To Issue Rules.--Not later than 360 days after the 
date of enactment of this Act, the Commission shall issue final rules 
to require each reporting company, in the annual report submitted under 
section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 
U.S.C. 78m and 78o(d)) or the annual proxy statement submitted under 
section 14(a) of such Act (15 U.S.C. 78n(a))--
            (1) to disclose whether any member of the governing body, 
        such as the board of directors or general partner, of the 
        reporting company has expertise or experience in cybersecurity 
        and in such detail as necessary to fully describe the nature of 
        the expertise or experience; and
            (2) if no member of the governing body of the reporting 
        company has expertise or experience in cybersecurity, to 
        describe what other cybersecurity steps taken by the reporting 
        company were taken into account by such persons responsible for 
        identifying and evaluating nominees for any member of the 
        governing body, such as a nominating committee.
    (c) Cybersecurity Expertise or Experience.--For purposes of 
subsection (b), the Commission, in consultation with NIST, shall define 
what constitutes expertise or experience in cybersecurity, such as 
professional qualifications to administer information security program 
functions or experience detecting, preventing, mitigating, or 
addressing cybersecurity threats, using commonly defined roles, 
specialities, knowledge, skills, and abilities, such as those provided 
in NIST Special Publication 800-181 entitled ``NICE Cybersecurity 
Workforce Framework'', or any successor thereto.
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