Improving Corporate Governance Through Diversity Act of 2023
This bill requires certain issuers of securities to disclose the racial, ethnic, and gender composition of their boards of directors and executive officers, as well as the status of any of those directors and officers as a veteran. It also requires the disclosure of any plan to promote racial, ethnic, and gender diversity among these groups.
The Securities and Exchange Commission must establish a Diversity Advisory Group to report on strategies to increase gender, racial, and ethnic diversity among board members.
[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4177 Introduced in House (IH)]
<DOC>
118th CONGRESS
1st Session
H. R. 4177
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 HOUSE OF REPRESENTATIVES
June 15, 2023
Mr. Meeks introduced the following bill; which was referred to the
Committee on Financial Services
_______________________________________________________________________
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 2023''.
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(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 Financial
Services of the House of Representatives and the Committee on
Banking, Housing, and Urban Affairs of the Senate, 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).''.
SEC. 3. DIVERSITY ADVISORY GROUP.
(a) Definitions.--For the purposes of this section:
(1) Advisory group.--The term ``Advisory Group'' means the
Diversity Advisory Group established under subsection (b).
(2) Commission.--The term ``Commission'' means the
Securities and Exchange Commission.
(3) 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)).
(b) Establishment.--The Commission shall establish a Diversity
Advisory Group, which shall be composed of representatives from--
(1) the Federal Government and State and local governments;
(2) academia; and
(3) the private sector.
(c) Study and Recommendations.--The Advisory Group shall--
(1) 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
(2) not later than 270 days after the date on which the
Advisory Group is established, submit to the Commission, the
Committee on Financial Services of the House of
Representatives, and the Committee on Banking, Housing, and
Urban Affairs of the Senate a report that--
(A) describes any findings from the study conducted
under paragraph (1); and
(B) makes recommendations regarding strategies that
issuers could use to increase gender, racial, and
ethnic diversity among board members.
(d) Annual Report.--Not later than 1 year after the date on which
the Advisory Group submits the report required under subsection (c)(2),
and annually thereafter, the Commission shall submit to the Committee
on Financial Services of the House of Representatives and the Committee
on Banking, Housing, and Urban Affairs of the Senate a report that
describes the status of gender, racial, and ethnic diversity among
members of the boards of directors of issuers.
(e) 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.
(f) 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.
<all>
Introduced in House
Introduced in House
Referred to the House Committee on Financial Services.
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