IIB 

116TH CONGRESS 

1ST SESSION H. R. 5084 

IN THE SENATE OF THE UNITED STATES 

NOVEMBER 20, 2019 

Received; read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

AN ACT 

To amend the Securities Exchange Act of 1934 to require 

the submission by issuers of data relating to diversity 

and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 


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1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Improving Corporate 

3 Governance Through Diversity Act of 2019’’. 

4 SEC. 2. SUBMISSION OF DATA RELATING TO DIVERSITY BY 

5 ISSUERS. 

6 Section 13 of the Securities Exchange Act of 1934 

7 (15 U.S.C. 78m) is amended by adding at the end the 

8 following: 

9 ‘‘(s) SUBMISSION OF DATA RELATING TO DIVER10 SITY.— 

11 ‘‘(1) DEFINITIONS.—In this subsection— 

12 ‘‘(A) the term ‘executive officer’ has the 

13 meaning given the term in section 230.501(f) of 

14 title 17, Code of Federal Regulations, as in ef15 fect on the date of enactment of this subsection; 

16 and 

17 ‘‘(B) the term ‘veteran’ has the meaning 

18 given the term in section 101 of title 38, United 

19 States Code. 

20 ‘‘(2) SUBMISSION OF DISCLOSURE.—Each 

21 issuer required to file an annual report under sub22 section (a) shall disclose in any proxy statement and 

23 any information statement relating to the election of 

24 directors filed with the Commission the following: 


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1 ‘‘(A) Data, based on voluntary self-identi2 fication, on the racial, ethnic, and gender com3 position of— 

4 ‘‘(i) the board of directors of the 

5 issuer; 

6 ‘‘(ii) nominees for the board of direc7 tors of the issuer; and 

8 ‘‘(iii) the executive officers of the 

9 issuer. 

10 ‘‘(B) The status of any member of the 

11 board of directors of the issuer, any nominee 

12 for the board of directors of the issuer, or any 

13 executive officer of the issuer, based on vol14 untary self-identification, as a veteran. 

15 ‘‘(C) Whether the board of directors of the 

16 issuer, or any committee of that board of direc17 tors, has, as of the date on which the issuer 

18 makes a disclosure under this paragraph, 

19 adopted any policy, plan, or strategy to promote 

20 racial, ethnic, and gender diversity among— 

21 ‘‘(i) the board of directors of the 

22 issuer; 

23 ‘‘(ii) nominees for the board of direc24 tors of the issuer; or 


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1 ‘‘(iii) the executive officers of the 

2 issuer. 

3 ‘‘(3) ALTERNATIVE SUBMISSION.—In any 1- 

4 year period in which an issuer required to file an an5 nual report under subsection (a) does not file with 

6 the Commission a proxy statement relating to the 

7 election of directors or an information statement, the 

8 issuer shall disclose the information required under 

9 paragraph (2) in the first annual report of issuer 

10 that the issuer submits to the Commission after the 

11 end of that 1-year period. 

12 ‘‘(4) ANNUAL REPORT.—Not later than 18 

13 months after the date of the enactment of this sub14 section, and annually thereafter, the Commission 

15 shall submit to the Committee on Financial Services 

16 of the House of Representatives and to the Com17 mittee on Banking, Housing, and Urban Affairs of 

18 the Senate and publish on the website of the Com19 mission a report that analyzes the information dis20 closed pursuant to paragraphs (1), (2), and (3) and 

21 identifies any trends in such information. 

22 ‘‘(5) BEST PRACTICES.— 

23 ‘‘(A) IN GENERAL.—The Director of the 

24 Office of Minority and Women Inclusion of the 

25 Commission shall, not later than the end of the 


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1 3-year period beginning on the date of the en2 actment of this subsection and every three 

3 years thereafter, publish best practices for com4 pliance with this subsection. 

5 ‘‘(B) COMMENTS.—The Director of the Of6 fice of Minority and Women Inclusion of the 

7 Commission may, pursuant to subchapter II of 

8 chapter 5 of title 5, United States Code, solicit 

9 public comments related to the best practices 

10 published under subparagraph (A).’’. 

11 SEC. 3. DIVERSITY ADVISORY GROUP. 

12 (a) ESTABLISHMENT.—The Securities and Exchange 

13 Commission shall establish a Diversity Advisory Group 

14 (the ‘‘Advisory Group’’), which shall be composed of rep15 resentatives from the government, academia, and the pri16 vate sector. 

17 (b) STUDY AND RECOMMENDATIONS.—The Advisory 

18 Group shall— 

19 (1) carry out a study that identifies strategies 

20 that can be used to increase gender, racial, and eth21 nic diversity among members of boards of directors 

22 of issuers; and 

23 (2) not later than 9 months after the establish24 ment of the Advisory Group, submit a report to the 

25 Commission, the Committee on Financial Services of 


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1 the House of Representatives, and the Committee on 

2 Banking, Housing, and Urban Affairs of the Senate 

3 that— 

4 (A) describes any findings from the study 

5 conducted pursuant to paragraph (1); and 

6 (B) makes recommendations of strategies 

7 that issuers could use to increase gender, racial, 

8 and ethnic diversity among board members. 

9 (c) ANNUAL REPORT.—Not later than 1 year fol10 lowing the submission of a report pursuant to subsection 

11 (b), and annually thereafter, the Commission shall submit 

12 a report to the Committee on Financial Services of the 

13 House of Representatives and the Committee on Banking, 

14 Housing, and Urban Affairs of the Senate that describes 

15 the status of gender, racial, and ethnic diversity among 

16 members of the board of directors of issuers. 

17 (d) PUBLIC AVAILABILITY OF REPORTS.—The Com18 mission shall make all reports of the Advisory Group avail19 able to issuers and the public, including on the website 

20 of the Commission. 

21 (e) DEFINITIONS.—For the purposes of this section: 

22 (1) ISSUER.—The term ‘‘issuer’’ has the mean23 ing given the term in section 3 of the Securities Ex24 change Act of 1934. 


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1 (2) COMMISSION.—The term ‘‘Commission’’ 

2 means the Securities and Exchange Commission. 

Passed the House of Representatives November 19, 

2019. 

Attest: CHERYL L. JOHNSON, 

Clerk. 


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