[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[S. 2751 Introduced in Senate (IS)]
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118th CONGRESS
1st Session
S. 2751
To amend the Securities Exchange Act of 1934 to require issuers to
disclose to the Securities and Exchange Commission information
regarding workforce management policies, practices, and performance,
and for other purposes.
_______________________________________________________________________
IN THE SENATE OF THE UNITED STATES
September 11, 2023
Mr. Warner (for himself and Mr. Brown) 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 workforce 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 2023''.
SEC. 2. DISCLOSURES RELATING TO WORKFORCE MANAGEMENT.
Section 13 of the Securities Exchange Act of 1934 (15 U.S.C. 78m)
is amended by adding at the end the following:
``(t) Disclosures Relating to Workforce Management.--
``(1) Definition.--In this subsection, the term `contingent
worker' includes an individual performing work on a temporary
basis or as an independent contractor.
``(2) Regulations.--Not later than 2 years after the date
of enactment of this subsection, the Commission, in
consultation with the Secretary of Labor, the Secretary of
Commerce, the Secretary of the Treasury, and the Attorney
General, shall promulgate regulations that require each issuer
required to file an annual report under subsection (a) or
section 15(d) to disclose in that report information regarding
workforce management policies, practices, and performance with
respect to the issuer.
``(3) Rules.--Consistent with the requirement under
paragraph (4), each annual report filed with the Commission in
accordance with the regulations promulgated under paragraph (2)
shall include disclosure of the following with respect to the
issuer filing the report for the year covered by the report:
``(A) Workforce demographic information,
including--
``(i) the number of full-time employees,
the number of part-time employees, and the
number of contingent workers (including
temporary and contract workers) with respect to
the issuer, which shall include demographic
information with respect to those categories of
individuals, including information regarding
race, ethnicity, and gender;
``(ii) any policies or practices of the
issuer relating to subcontracting, outsourcing,
and insourcing individuals to perform work for
the issuer, which shall include demographic
information with respect to those individuals,
including information regarding race,
ethnicity, and gender; and
``(iii) whether the percentage of
contingent workers with respect to the issuer
has changed, including temporary and contract
workers, as compared with the previous annual
report filed by the issuer under this
subsection.
``(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, and the
horizontal job change rate by quintile and demographic
information.
``(C) Workforce composition, including--
``(i) data on diversity (including racial,
ethnic, and gender composition) for senior
executives and other individuals in the
workforce; and
``(ii) any policies, audits, and
programming expenditures relating to diversity.
``(D) Workforce skills and capabilities,
including--
``(i) information about training and cross-
training of employees and contingent workers by
quintile and demographic information,
distinguishing between compliance training,
career development training, job performance or
technical training, and training tied to
recognized postsecondary credentials;
``(ii) average number of hours of training
for each employee and contingent worker;
``(iii) total spending on training for all
employees and contingent workers;
``(iv) average spending per employee or
contingent worker;
``(v) training utilization rates; and
``(vi) whether completion of training
opportunities translates into value added
benefit for workers, as determined by wage
increases or internal promotions.
``(E) Workforce health, safety, and well-being,
including information regarding--
``(i) the frequency, severity, and lost
time due to injuries, physical and mental
illness, and fatalities;
``(ii) the scope, frequency, and total
expenditure on workplace health, safety, and
well-being programs;
``(iii) the total dollar value of assessed
fines under the Occupational Safety and Health
Act of 1970 (29 U.S.C. 651 et seq.);
``(iv) 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;
``(v) 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));
``(vi) any findings of workplace harassment
or workplace discrimination during the 5 fiscal
year period of the issuer preceding the fiscal
year in which the report is filed; and
``(vii) communication channels and
grievance mechanisms in place for employees and
contingent workers.
``(F) Workforce compensation and incentives,
including information regarding--
``(i) total workforce costs, including
salaries and wages, health benefits, other
ancillary benefit costs, and pension costs;
``(ii) workforce benefits, including paid
leave, health care, child care, and retirement,
including information regarding benefits that
are provided--
``(I) to full-time employees and
not to part-time employees; or
``(II) to employees and not to
contingent workers;
``(iii) total contributions made to
unemployment insurance by the issuer, how many
employees to whom those contributions apply,
and the total amount paid in unemployment
compensation to individuals who were laid off
by the issuer;
``(iv) policies and practices regarding how
performance, productivity, equity, and
sustainability are considered when setting pay
and making promotion decisions; and
``(v) policies and practices relating to
any incentives and bonuses provided to
employees and any policies or practices
designed to counter any risks created by such
incentives and bonuses.
``(G) Workforce recruiting and needs, including--
``(i) the number of new jobs created,
seeking to be filled, and filled, disaggregated
based on classification status;
``(ii) the share of new jobs that require a
bachelor's degree or higher;
``(iii) information regarding the quality
of hire for jobs described in clause (i); and
``(iv) the retention rate for individuals
hired to fill the jobs described in clause (i).
``(H) Workforce engagement and productivity,
including information regarding policies and practices
of the issuer relating to--
``(i) engagement, productivity, and mental
well-being of employees and contingent workers,
as determined in consultation with the
Department of Labor; and
``(ii) freedom of association and work-life
balance initiatives, including flexibility and
the ability of the workforce to work remotely,
as determined in consultation with the
Department of Labor.
``(4) Disaggregation of information.--To the maximum extent
feasible, the information described in paragraph (3) shall be
disaggregated by--
``(A) the workforce composition described in
subparagraph (C) of that paragraph;
``(B) wage quintiles of the employees of the issuer
for the year covered by the applicable annual report;
and
``(C) the employment status of individuals
performing services for the issuer, including whether
those individuals are full-time employees, part-time
employees, or contingent workers.
``(5) Treatment of emerging growth companies.--The
Commission may exempt emerging growth companies from any
disclosure required under subparagraph (D), (E), (F), (G), or
(H) of paragraph (3) if the Commission determines that such an
exemption is necessary or appropriate in the public interest.
``(6) False or misleading statements.--
``(A) In general.--Except as provided in
subparagraph (B), it shall be unlawful for any person,
in any report or document filed under this subsection,
to make or cause to be made any untrue statement of a
material fact or omit to state a material fact required
to be stated in the report or document or necessary to
make the statement made, in the light of the
circumstances under which it is made, not misleading.
``(B) Exception.--A person shall not be liable
under subparagraph (A) if the person shows that the
person had, after reasonable investigation, reasonable
ground to believe, and did believe, at the time the
applicable statement was made, that the statement was
true and that there was no omission to state a material
fact necessary to make the statement made, in the light
of the circumstances under which it is made, not
misleading.
``(C) No private right of action.--Nothing in this
paragraph may be construed as creating a private right
of action.
``(7) Exemption.--This subsection shall not apply to an
investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).''.
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) or
section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a), 78o(d)); 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 promulgated the
regulations required under subsection (t) 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 promulgates those
regulations, shall be deemed to be in compliance with such subsection
(t) 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 workforce 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; and
(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;
(B) violations of worker misclassification by those
issuers;
(C) surveys regarding employee satisfaction, well-
being, and engagement;
(D) the number and overall percentage of quality
jobs, as determined by compensation above median wage
and comprehensive employer-provided benefits; and
(E) information about workforce investment trends,
as determined by at least a 3-year time period.
(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), with recommendations for additional disclosure
regulations based on the findings, and any actions the Commission plans
to take to enhance disclosures based on the findings.
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