[Congressional Bills 116th Congress]
[From the U.S. Government Publishing Office]
[S. 360 Introduced in Senate (IS)]

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116th CONGRESS
  1st Session
                                 S. 360

To amend the Securities Exchange Act of 1934 to require the submission 
   by issuers of data relating to diversity, and for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                            February 6, 2019

 Mr. 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 Affairs

_______________________________________________________________________

                                 A BILL


 
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 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).''.
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