[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5084 Referred in Senate (RFS)]
<DOC>
116th CONGRESS
1st Session
H. R. 5084
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
November 20, 2019
Received; read twice and referred to the Committee on Banking,
Housing, and Urban Affairs
_______________________________________________________________________
AN ACT
To amend the Securities Exchange Act of 1934 to require the submission
by issuers of data relating to diversity and for other purposes.
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 ``Improving Corporate Governance
Through Diversity Act of 2019''.
SEC. 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(f) 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 and any information statement relating to
the election of directors 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 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, based on voluntary self-identification, 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 relating to the election of directors or an
information statement, the issuer shall disclose the
information required under paragraph (2) in the first annual
report of issuer that the issuer submits to the Commission
after the end of that 1-year period.
``(4) Annual report.--Not later than 18 months after the
date of the enactment of this subsection, and annually
thereafter, the Commission shall submit to the Committee on
Financial Services of the House of Representatives and to the
Committee on Banking, Housing, and Urban Affairs of the Senate
and publish on the website of the Commission a report that
analyzes the information disclosed pursuant to paragraphs (1),
(2), and (3) and identifies any trends in such information.
``(5) Best practices.--
``(A) In general.--The Director of the Office of
Minority and Women Inclusion of the Commission shall,
not later than the end of the 3-year period beginning
on the date of the enactment of this subsection and
every three years thereafter, publish best practices
for compliance with this subsection.
``(B) Comments.--The Director of the Office of
Minority and Women Inclusion of the Commission may,
pursuant to subchapter II of chapter 5 of title 5,
United States Code, solicit public comments related to
the best practices published under subparagraph (A).''.
SEC. 3. DIVERSITY ADVISORY GROUP.
(a) 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.
(b) Study and Recommendations.--The Advisory Group shall--
(1) carry out a study that identifies strategies that can
be used to increase gender, racial, and ethnic diversity among
members of boards of directors of issuers; and
(2) not later than 9 months after the establishment of the
Advisory Group, submit 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 that--
(A) describes any findings from the study conducted
pursuant to paragraph (1); and
(B) makes recommendations of strategies that
issuers could use to increase gender, racial, and
ethnic diversity among board members.
(c) Annual Report.--Not later than 1 year following the submission
of a report pursuant to subsection (b), and annually thereafter, the
Commission shall submit 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 that describes the status of gender,
racial, and ethnic diversity among members of the board of directors of
issuers.
(d) 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.
(e) Definitions.--For the purposes of this section:
(1) Issuer.--The term ``issuer'' has the meaning given the
term in section 3 of the Securities Exchange Act of 1934.
(2) Commission.--The term ``Commission'' means the
Securities and Exchange Commission.
Passed the House of Representatives November 19, 2019.
Attest:
CHERYL L. JOHNSON,
Clerk.