[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.