Improving Corporate Governance Through Diversity Act of 2017

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Improving Corporate Governance 
Through Diversity Act of 2017''.

SEC. 2. SUBMISSION OF DATA RELATING TO DIVERSITY BY CERTAIN 
              CONTRACTORS.

    (a) In General.--Chapter 47 of subtitle I of title 41, United 
States Code, is amended by adding at the end the following new section:
``Sec. 4713. Submission of data relating to diversity by certain 
              contractors.
    ``(a) Submission of Data.--In the case of the award of a contract 
in an amount of $5,000,000 or more to a covered contractor, the head of 
an executive agency shall require the contractor to submit, not later 
than 60 days after the award of the contract, the following:
            ``(1) Data on the racial, ethnic, and gender composition of 
        the board of directors and the C-level executives of the 
        covered contractor.
            ``(2) Data on the affiliation of any member of the board of 
        directors or any C-level executive to a historically 
        underrepresented group, including veterans of the Armed Forces 
        and individuals with disabilities.
            ``(3) Any plan or strategy that exists on the date of the 
        submission of data under this subsection to improve the 
        diversity of the board of directors or the C-level executives 
        of the covered contractor.
    ``(b) Reports.--
            ``(1) Quarterly report to general services 
        administration.--After the end of a calendar quarter, each 
        executive agency shall submit to the Administrator of General 
        Services a report that includes the data submitted by 
        contractors under subsection (a) during the quarter covered.
            ``(2) Annual report to congress and offices of minority and 
        women inclusion.--
                    ``(A) In general.--Not later than February 14 of 
                each calendar year, the Administrator of General 
                Services shall submit to Congress and each Office of 
                Minority and Women Inclusion established under section 
                342 of the Dodd-Frank Wall Street Reform and Consumer 
                Protection Act (12 U.S.C. 5452) an annual report that--
                            ``(i) includes the data submitted to the 
                        Administrator under paragraph (1) during the 
                        preceding calendar year and the data submitted 
                        under section 13(s) of the Securities Exchange 
                        Act of 1934;
                            ``(ii) uses the data described in clause 
                        (i), as well as information from other reliable 
                        sources, to analyze the diversity of the board 
                        of directors and the C-level executives of each 
                        entity submitting data in comparison to the 
                        industry peers of such entity, including any 
                        trends and progress related to such diversity; 
                        and
                            ``(iii) based on the analysis conducted 
                        under clause (ii), lists each entity submitting 
                        data that is significantly lagging behind the 
                        industry peers of such entity with respect to 
                        the diversity of the board of directors and the 
                        C-level executives.
                    ``(B) Public availability.--The Administrator of 
                General Services shall make publicly available each 
                annual report submitted under subparagraph (A).
    ``(c) Public Comment.--After the end of the four-year period 
beginning on the date of the enactment of this section, and every four 
years thereafter, the Administrator of General Services shall review 
the implementation of the requirements of this section and provide an 
opportunity for public comment on such review.
    ``(d) Definitions.--In this section:
            ``(1) Covered contractor.--The term `covered contractor' 
        means a for-profit business with annual gross receipts in 
        excess of $1,000,000,000 during the year preceding the 
        submission of a bid or proposal for a contract described in 
        subsection (a).
            ``(2) C-level executive.--The term `C-level executive' 
        means the most senior executive officer, information officer, 
        technology officer, financial officer, compliance officer, or 
        security officer of a covered contractor.''.
    (b) Clerical Amendment.--The table of sections at the beginning of 
chapter 47 of such title is amended by inserting after the item 
relating to section 4712 the following new item:

``4713. Submission of data relating to diversity by certain 
                            contractors.''.

SEC. 3. SUBMISSION OF DATA RELATING TO DIVERSITY BY ISSUERS.

    (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.--
            ``(1) Submission of data.--Each issuer required to file an 
        annual report under subsection (a) shall disclose in that 
        report, the following:
                    ``(A) Data on the racial, ethnic, and gender 
                composition of the board of directors and the C-level 
                executives of the issuer.
                    ``(B) Data on the affiliation of any member of the 
                board of directors or any C-level executive of the 
                issuer to a historically underrepresented group, 
                including veterans of the Armed Forces and individuals 
                with disabilities.
                    ``(C) Any plan or strategy that exists on the date 
                of the submission of data under this paragraph to 
                improve the diversity of the board of directors or the 
                C-level executives of the issuer.
            ``(2) C-level executive defined.--In this subsection, the 
        term `C-level executive' means the most senior executive 
        officer, information officer, technology officer, financial 
        officer, compliance officer, or security officer of an 
        issuer.''.
    (b) Corporate Governance Regulations.--Not later than 90 days after 
the date of the enactment of this Act, the Securities and Exchange 
Commission shall revise paragraph (v) of section 229.407(c)(2) of title 
17, Code of Federal Regulations, to require that when the description 
described in such paragraph is presented in a proxy or information 
statement relating to the election of directors, the qualities and 
skills described in such paragraph, along with the nominee's gender, 
race, ethnicity, and affiliation with a historically underrepresented 
group should be presented in a chart or matrix form.

Summary: Improving Corporate Governance Through Diversity Act of 2017 This bill directs executive agencies to require any covered contractor awarded a contract of $5 million or more to submit, within 60 days: data on the racial, ethnic, and gender composition of such contractor's board of directors and senior executives. Data on the affiliation of any such board member or executive to a historically underrepresented group, including veterans and individuals with disabilities. And any plan or strategy to improve the diversity of such board members or executives. Each agency shall submit quarterly reports on such data to the General Services Administration, which shall report to Congress annually on the diversity of such contractor boards and executives. The Securities Exchange Act of 1934 is amended to require each issuer of a registered security to disclose such data, plan, and strategy in its required annual report. The Securities and Exchange Commission must revise corporate governance regulations to require that when the description is presented in a proxy or information statement relating to the election of directors, the nominee's qualities and skills, along with the nominee's gender, race, ethnicity, and affiliation with a historically underrepresented group, are presented in a chart or matrix form.