[Congressional Record Volume 167, Number 192 (Tuesday, November 2, 2021)]
[Senate]
[Pages S7656-S7657]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]

  SA 4196. Mr. MENENDEZ (for himself, Mrs. Feinstein, Mr. Padilla, Mr. 
Warnock, Mrs. Gillibrand, Mr. Booker, Mr. Van Hollen, and Ms. Warren) 
submitted an amendment intended to be proposed to amendment SA 3867 
submitted by Mr. Reed and intended to be proposed to the bill H.R. 
4350, to authorize appropriations for fiscal year 2022 for military 
activities of the Department of Defense, for military construction, and 
for defense activities of the Department of Energy, to prescribe 
military personnel strengths for such fiscal year, and for other 
purposes; which was ordered to lie on the table; as follows:

        At the appropriate place, insert the following:

     SEC. ___. SUBMISSION OF DATA RELATING TO DIVERSITY BY 
                   ISSUERS; DIVERSITY ADVISORY GROUP.

       (a) In General.--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.--

[[Page S7657]]

       ``(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 or an information statement relating to the 
     election of directors, 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 enactment of this subsection, and annually 
     thereafter, the Commission shall submit to the Committee on 
     Banking, Housing, and Urban Affairs of the Senate and the 
     Committee on Financial Services of the House of 
     Representatives, and publish on the website of the 
     Commission, a report that analyzes the information disclosed 
     under paragraphs (2) and (3) and identifies any trends with 
     respect to 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 3 
     years after the date of enactment of this subsection, and 
     every 3 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).''.
       (b) Diversity Advisory Group.--
       (1) Definitions.--For the purposes of this subsection:
       (A) Advisory group.--The term ``Advisory Group'' means the 
     Diversity Advisory Group established under paragraph (2).
       (B) Commission.--The term ``Commission'' means the 
     Securities and Exchange Commission.
       (C) Issuer.--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)).
       (2) Establishment.--The Commission shall establish a 
     Diversity Advisory Group, which shall be composed of 
     representatives from--
       (A) the Federal Government and State and local governments;
       (B) academia; and
       (C) the private sector.
       (3) Study and recommendations.--The Advisory Group shall--
       (A) 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
       (B) not later than 270 days after the date on which the 
     Advisory Group is established, submit to the Commission, the 
     Committee on Banking, Housing, and Urban Affairs of the 
     Senate, and the Committee on Financial Services of the House 
     of Representatives a report that--
       (i) describes any findings from the study conducted under 
     subparagraph (A); and
       (ii) makes recommendations regarding strategies that 
     issuers could use to increase gender, racial, and ethnic 
     diversity among board members.
       (4) Annual report.--Not later than 1 year after the date on 
     which the Advisory Group submits the report required under 
     paragraph (3)(B), and annually thereafter, the Commission 
     shall submit to the Committee on Banking, Housing, and Urban 
     Affairs of the Senate and the Committee on Financial Services 
     of the House of Representatives a report that describes the 
     status of gender, racial, and ethnic diversity among members 
     of the boards of directors of issuers.
       (5) 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.
       (6) Inapplicability of federal advisory committee act.--The 
     Federal Advisory Committee Act (5 U.S.C. App.) shall not 
     apply with respect to the Advisory Group or the activities of 
     the Advisory Group.
                                 ______