Improving Corporate Governance Through Diversity Act of 2021

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.

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.

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.

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.

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.

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).

For the purposes of this section:

The term Advisory Group means the Diversity Advisory Group established under subsection (b).

The term Commission means the Securities and Exchange Commission.

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)).

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.

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 Banking, Housing, and Urban Affairs of the Senate, and the Committee on Financial Services of the House of Representatives 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.

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 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.

The Commission shall make all reports of the Advisory Group available to issuers and the public, including on the website of the Commission.

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.