[Congressional Record Volume 168, Number 157 (Wednesday, September 28, 2022)]
[Senate]
[Pages S5474-S5475]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]
SA 5968. Mr. MENENDEZ submitted an amendment intended to be proposed
to amendment SA 5499 submitted by Mr. Reed (for himself and Mr. Inhofe)
and intended to be proposed to the bill H.R. 7900, to authorize
appropriations for fiscal year 2023 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
AND DIVERSITY ADVISORY GROUP.
(a) Submission of Data Relating to Diversity.--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 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,
[[Page S5475]]
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.--In this section:
(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.
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