[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[S. 3361 Introduced in Senate (IS)]

<DOC>






116th CONGRESS
  2d Session
                                S. 3361

  To amend the Securities Exchange Act of 1934 to require issuers to 
    disclose to the Securities and Exchange Commission information 
      regarding human capital management policies, practices, and 
                  performance, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                           February 27, 2020

  Mr. Warner introduced the following bill; which was read twice and 
    referred to the Committee on Banking, Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
  To amend the Securities Exchange Act of 1934 to require issuers to 
    disclose to the Securities and Exchange Commission information 
      regarding human capital management policies, practices, and 
                  performance, 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 ``Workforce Investment Disclosure Act 
of 2020''.

SEC. 2. DISCLOSURES RELATED TO HUMAN CAPITAL MANAGEMENT.

    Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m) 
is amended by adding at the end the following:
    ``(s) Disclosures Relating to Human Capital Management.--
            ``(1) In general.--Each issuer required to file an annual 
        report under subsection (a) shall disclose in that report 
        information about human capital management policies, practices, 
        and performance with respect to the issuer.
            ``(2) Rules.--Not later than 270 days after the date of 
        enactment of this subsection, the Commission shall issue final 
        rules to carry out paragraph (1), which shall require 
        disclosure of the following with respect to an issuer described 
        in that paragraph:
                    ``(A) Workforce demographic information, including 
                the number of full-time employees, the number of part-
                time employees, the number of contingent workers 
                (including temporary and contract workers), and any 
                policies or practices relating to subcontracting, 
                outsourcing, and insourcing.
                    ``(B) Workforce stability information, including 
                information about the voluntary turnover or retention 
                rate, the involuntary turnover rate, the internal 
                hiring rate, and the internal promotion rate.
                    ``(C) Workforce composition, including data on 
                diversity (including racial, ethnic, and gender 
                composition) and any policies and audits relating to 
                diversity.
                    ``(D) Workforce skills and capabilities, including 
                information about training of employees (including the 
                average number of hours of training and spending on 
                training per employee per year), skills gaps, and 
                alignment of skills and capabilities with business 
                strategy.
                    ``(E) Workforce health and safety, including 
                information about--
                            ``(i) the frequency, severity, and lost 
                        time due to injuries, illness, and fatalities;
                            ``(ii) the total dollar value of assessed 
                        fines under the Occupational Safety and Health 
                        Act of 1970 (29 U.S.C. 651 et seq.);
                            ``(iii) the total number of actions brought 
                        under section 13 of the Occupational Safety and 
                        Health Act of 1970 (29 U.S.C. 662) to prevent 
                        imminent dangers; and
                            ``(iv) the total number of actions brought 
                        against the issuer under section 11(c) of the 
                        Occupational Safety and Health Act of 1970 (29 
                        U.S.C. 660(c)).
                    ``(F) Workforce compensation and incentives, 
                including information about--
                            ``(i) total workforce compensation, 
                        including disaggregated information about 
                        compensation for full-time, part-time, and 
                        contingent workers;
                            ``(ii) policies and practices about how 
                        performance, productivity, and sustainability 
                        are considered when setting pay and making 
                        promotion decisions; and
                            ``(iii) policies and practices relating to 
                        any incentives and bonuses provided to 
                        employees below the named executive level and 
                        any policies or practices designed to counter 
                        any risks created by such incentives and 
                        bonuses.
                    ``(G) Workforce recruiting and needs, including the 
                number of new jobs created, the worker classification 
                of new jobs, and the new hire retention rate.
            ``(3) Treatment of emerging growth companies.--The 
        Commission may exempt emerging growth companies from any 
        disclosure required under subparagraph (D), (E), (F), or (G) of 
        paragraph (2), if the Commission determines that such an 
        exemption is necessary or appropriate in the public interest or 
        for the protection of investors.''.

SEC. 3. BACKSTOP.

    (a) Definitions.--In this section--
            (1) the term ``Commission'' means the Securities and 
        Exchange Commission;
            (2) the term ``covered issuer'' means an issuer that is 
        required to file an annual report under section 13(a) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78m(a)); and
            (3) the term ``issuer'' has the meaning given the term in 
        section 3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
        78c(a)).
    (b) Compliance.-- If, as of the date that is 2 years after the date 
of enactment of this Act, the Commission has not issued the rules 
required under subsection (s)(2) of section 13 of the Securities 
Exchange Act of 1934 (15 U.S.C. 78m), as added by section 2 of this 
Act, a covered issuer, during the period beginning on that date and 
ending on the date on which the Commission issues those rules, shall be 
deemed to be in compliance with subsection (s) of such section 13 if 
disclosures set forth in the annual report of the covered issuer 
satisfy the public disclosure standards of the International 
Organization for Standardization's ISO 30414, or any successor 
standards for external human capital reporting, as supplemented or 
adjusted by rules, guidance, or other comments from the Commission.

SEC. 4. SEC STUDY.

    (a) Definitions.--In this section, the terms ``Commission'' and 
``issuer'' have the meanings given those terms in section 3(a).
    (b) Study.--The Commission shall conduct a study about the value to 
investors of--
            (1) information about the human rights commitments of 
        issuers required to file annual reports under section 13(a) of 
        the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)), 
        including information about any principles used to evaluate 
        risk, constituency consultation processes, and supplier due 
        diligence;
            (2) with respect to issuers required to file annual reports 
        under section 13(a) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78m(a)), information about--
                    (A) violations of the Fair Labor Standards Act of 
                1938 (29 U.S.C. 201 et seq.) by those issuers; and
                    (B) workforce culture and empowerment, including 
                information about--
                            (i) policies and practices of each such 
                        issuer relating to freedom of association and 
                        work-life balance initiatives;
                            (ii) any incidents of verified workplace 
                        harassment in the previous 5 fiscal years of 
                        each such issuer; and
                            (iii) the policies and practices of each 
                        such issuer relating to employee engagement and 
                        psychological wellbeing, including management 
                        discussion regarding--
                                    (I) the creation of a culture of 
                                lifelong learning;
                                    (II) fostering a sense of purpose 
                                in the workforce;
                                    (III) trust in management; and
                                    (IV) a supportive, fair, and 
                                constructive workplace;
            (3) disaggregating the information required to be disclosed 
        under subsection (s) of section 13 of the Securities Exchange 
        Act of 1934 (15 U.S.C. 78m), as added by section 2 of this Act, 
        based on relevant workforce subgroups, including--
                    (A) full-time employees;
                    (B) part-time employees;
                    (C) contingent workers; and
                    (D) company management; and
            (4) surveys regarding employee satisfaction and engagement.
    (c) Report.--Not later than 1 year after the date of enactment of 
this Act, the Commission shall submit to Congress a report that 
contains the results of the study required to be conducted under 
subsection (b).
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