Accessible Version

CORPORATE 

BOARDS

Strategies to Address 

Representation of 

Women Include 

Federal Disclosure 

Requirements

Report to the Ranking Member, 

Subcommittee on Capital Markets and 

Government Sponsored Enterprises, 

Committee on Financial Services, 

House of Representatives

December 2015

GAO-16-30

United States Government Accountability Office
United States Government Accountability Office

Highlights of GAO-16-30, a report to the 

Ranking Member, Subcommittee on Capital 

Markets and Government Sponsored 

Enterprises, Committee on Financial Services, 

House of Representatives

December 2015

CORPORATE BOARDS

Strategies to Address Representation of Women 

Include Federal Disclosure Requirements

Why GAO Did This Study

Women make up almost half of the 

nation's workforce, yet research shows 

that they continue to hold a lower 

percentage of corporate board seats 

compared to men. Research highlights 

advantages to gender diverse boards, 

and some countries have taken steps 

to increase board gender diversity. The 

SEC requires companies to disclose 

certain information on board diversity. 

GAO was asked to review the 

representation of women on U.S. 

corporate boards. 

This report examines (1) the 

representation of women on boards of 

U.S. publicly-traded companies and 

factors that may affect it and (2) 

selected stakeholders’ views on 

strategies for increasing representation 

of women on corporate boards. GAO 

analyzed a dataset of board directors 

at companies in the S&P 1500 from 

1997 through 2014; and conducted 

interviews with a nongeneralizable 

sample of 19 stakeholders including 

CEOs, board directors, and investors. 

GAO selected stakeholders to reflect a 

range of experiences, among various 

factors. GAO also reviewed existing 

literature and relevant federal laws and 

regulations.

GAO is not making recommendations 

in this report. SEC provided technical 

comments that were incorporated, as 

appropriate. The Equal Employment 

Opportunity Commission had no 

comments.

What GAO Found

Representation of women on the boards of U.S. publicly-traded companies has 

been increasing, but greater gender balance could take many years. In 2014, 

women comprised about 16 percent of board seats in the S&P 1500, up from 8 

percent in 1997. This increase was partly driven by a rise in women’s 

representation among new board directors. However, even if equal proportions of 

women and men joined boards each year beginning in 2015, GAO estimated that 

it could take more than four decades for women’s representation on boards to be 

on par with that of men’s.

Percentage of Women on Corporate Boards and among New Directors, 1997-2014

Based on an analysis of interviews with stakeholders, board director data, and 

relevant literature, GAO identified various factors that may hinder women’s 

increased representation among board directors. These include boards not 

prioritizing recruiting diverse candidates; few women in the traditional pipeline to 

board service—with Chief Executive Officer (CEO) or board experience; and low 

turnover of board seats. 

Stakeholders GAO interviewed generally preferred voluntary strategies for 

increasing gender diversity on corporate boards, yet several large investors and 

most stakeholders interviewed (15 of 19) supported improving Securities and 

Exchange Commission (SEC) disclosure requirements on board diversity. SEC 

currently requires companies to disclose information on board diversity to help 

investors make investment and voting decisions. As stated in its strategic plan, 

one of SEC’s objectives is to ensure that investors have access to high-quality 

disclosure materials to inform investment decisions. A group of large public 

pension fund investors and many stakeholders GAO interviewed questioned the 

usefulness of information companies provide in response to SEC’s board 

diversity disclosure requirements. Consequently, these investors petitioned SEC 

to require specific disclosure on board directors’ gender, race, and ethnicity. 

Without this information, some investors may not be fully informed in making 

decisions. SEC officials said they plan to consider the petition as part of an

ongoing effort to review all disclosure requirements. 

View GAO-16-30. For more information, 

contact Andrew Sherrill at (202) 512-7215 or 

sherrilla@gao.gov.
Letter 1

Page i GAO-16-30 Women on Corporate Boards 

Background 3

Representation of Women on Boards Has Increased to About 16 

Percent, but a Number of Factors May Hinder Further Progress 7

Stakeholders Provided Mixed Opinions on Potential Strategies, 

Yet They and Some Large Investors Supported Improving 

Disclosure Requirements on Board Diversity 14

Agency Comments 24

Appendix I: Analysis of Data for Boards of S&P 1500 Companies 26

Appendix II: Stakeholders We Interviewed 29

Appendix III: Researchers and Organizations We Interviewed 31

Appendix IV: GAO Contact and Staff Acknowledgments 32

GAO Contact 32

Staff Acknowledgments 32

Appendix V: Accessible Data 33

Data Tables/Accessible Text 33

Table

Table 1: Potential Strategies to Increase Representation of Women on 

Boards16

Data Table for Highlights Figure: Percentage of Women on Corporate 

Boards and among New Directors, 1997-2014 33

Accessible Text for Figure 1: Common Board Committees and Their 

Key Duties 33

Data Table for Figure 2: Percentage of Women on Corporate Boards and 

among New Board Directors in the S&P 1500, 1997-2014 33

Data Table for Figure 3: Greater Gender Balance on Corporate Boards 

May Take Time 34

Data Table for Figure 4: Women’s Board Representation in the S&P 

1500 Varied by Company Size and Industry, 2014 36

Data Table for Figure 5: Male and Female Directors in the S&P 1500 

Differ in Certain Characteristics, 2014 38

Contents
Figures

Page ii GAO-16-30 Women on Corporate Boards 

Figure 1: Common Board Committees and Their Key Duties 4

Figure 2: Percentage of Women on Corporate Boards and among New 

Board Directors in the S&P 1500, 1997-2014 8

Figure 3: Greater Gender Balance on Corporate Boards May Take Time 9

Figure 4: Women’s Board Representation in the S&P 1500 Varied by 

Company Size and Industry, 2014 10

Figure 5: Male and Female Directors in the S&P 1500 Differ in Certain 

Characteristics, 2014 11

Figure 6: Examples of Variation in Proxy Statement Information on 

Board Diversity 22

Abbreviations

This is a work of the U.S. government and is not subject to copyright protection in the 

United States. The published product may be reproduced and distributed in its entirety 

without further permission from GAO. However, because this work may contain 

copyrighted images or other material, permission from the copyright holder may be 

necessary if you wish to reproduce this material separately.
CEO Chief Executive Officer

Page iii GAO-16-30 Women on Corporate Boards 

EEO-1 Employer Information Report

EEOC Equal Employment Opportunity Commission

ISS Institutional Shareholder Services, Inc.

SEC Securities and Exchange Commission
Page 1 GAO-16-30 Women on Corporate Boards 

441 G St. N.W.

Washington, DC 20548

December 3, 2015 

The Honorable Carolyn Maloney 

Ranking Member 

Subcommittee on Capital Markets and 

Government Sponsored Enterprises 

Committee on Financial Services 

House of Representatives 

Dear Ms. Maloney:

Corporate boards take actions and make decisions that not only affect the 

lives of millions of employees and consumers, but also influence the 

policies and practices of the global marketplace. In the United States, 

women make up almost half of the workforce, but research shows that 

they occupy a much lower percentage of board seats at publicly traded 

companies compared to men. A growing body of literature has highlighted 

the advantages of increased diversity on corporate boards, including 

gender diversity, such as including more perspectives leading to better 

decision making, better reflecting a company’s employee and customer 

base, and having a broader talent pool from which to select candidates. 

Investors, corporate governance organizations, Chief Executive Officers 

(CEO), board directors, and other stakeholders in this area have also 

recognized the importance of increasing the representation of women on 

corporate boards.1 While the U.S. Securities and Exchange Commission (SEC) 

requires public companies in the United States to disclose certain 

information on board diversity,2some countries have started taking steps 

designed to directly increase gender diversity in the boardroom, including 

mandating quotas. 

You asked us to examine gender diversity on corporate boards. This report 

describes (1) representation of women on U.S. corporate boards and 

factors that affect it and (2) selected stakeholders’ views on various 

 

1While this report focuses on gender diversity, there have also been calls for more racial and 

ethnic diversity on corporate boards.

2

17 C.F.R. § 229.407(c)(2)(vi). 

Letter
strategies to increase representation of women on U.S. corporate 

boards.

Page 2 GAO-16-30 Women on Corporate Boards 

3

To provide descriptive statistics on women’s representation on boards and 

different characteristics of male and female board directors, we analyzed 

a dataset from Institutional Shareholder Services, Inc. (ISS)4 on board 

directors at each company in the S&P Composite 1500 from 1997 through 

2014, the years for which data were available.5 Through interviews with 

knowledgeable ISS employees and electronic data testing, we found the data 

reliable for the purposes used in this report. See appendix I for more detailed

information about our data analyses. 

To identify factors affecting the representation of women on corporate 

boards and obtain stakeholders’ views on various strategies for 

increasing gender diversity on boards as well as SEC’s current disclosure 

requirements on board diversity, we conducted semi-structured interviews 

using a standard set of questions with 19 individuals.6 We selected 

individuals to reflect a range of experiences and perspectives, including current 

or former CEOs and board directors in different industries; investors such as 

asset management firms and pension funds; and individuals to reflect a 

mix of gender and racial backgrounds. We selected most of these 

individuals based on recommendations from corporate governance 

associations and researchers or because of their involvement in board 

diversity efforts or their participation in related panel discussions or report 

contributions. We also interviewed several individuals who have 

 

3

For other GAO work on board diversity, see Federal Home Loan Banks: Information on 

Governance Changes, Board Diversity, and Community Lending, GAO-15-435 (Washington, 

D.C.: May 12, 2015). 

4

ISS is a company that provides corporate governance services, including proxy voting services, 

governance research and advisory services, and investment tools and data.

5The S&P Composite 1500 combines three indices—the S&P 500, the S&P MidCap 400, and the 

S&P SmallCap 600. S&P 500 companies have an unadjusted market capitalization (the total dollar 

market value of all of a company’s outstanding shares) of $5.3 billion or greater; S&P MidCap 

400 companies have an unadjusted market capitalization of $1.4 billion to $5.9 billion; and 

S&P SmallCap 600 companies have an unadjusted market capitalization of $400 million to 

$1.8 billion. In this report, we refer to these companies as large, medium, and small, 

respectively.

6During these interviews we asked open ended questions. On selected questions about potential 

strategies for boards and government, as well as potential avenues to improve SEC disclosure 

requirements on board diversity, we used a series of follow-up questions that were 

consistent across all interviews. 
experience serving on boards with few, if any, women.

Page 3 GAO-16-30 Women on Corporate Boards 

7 While the views of 

the individuals we interviewed represent a range of perspectives, they 

cannot be generalized to the universe of CEOs, board directors, or 

investors. See appendix II for a list of the individuals we interviewed. We 

identified potential strategies through reviewing relevant literature and 

interviewing researchers, organizations, and institutions knowledgeable 

about corporate governance and diversity on corporate boards.8 We 

identified them through a literature search and recommendations from other

knowledgeable individuals. Their views represented a wide range of 

perspectives but do not represent all views on the topic. See appendix III 

for a list of organizations we interviewed. 

We also reviewed SEC’s current disclosure requirements on board 

diversity. We compared the views we obtained from our interviews as well 

as other investors on the usefulness of the information produced by these 

requirements to SEC’s strategic objectives for providing investors with 

high-quality information, as outlined in its 2014-2018 strategic plan. We 

also reviewed relevant federal laws and regulations, and interviewed 

officials at the SEC, the Equal Employment Opportunity Commission 

(EEOC), and the Department of Commerce. 

We conducted this performance audit from October 2014 to December 

2015 in accordance with generally accepted government auditing 

standards. Those standards require that we plan and perform the audit to 

obtain sufficient, appropriate evidence to provide a reasonable basis for 

our findings and conclusions based on our audit objectives. We believe 

that the evidence obtained provides a reasonable basis for our findings 

and conclusions based on our audit objectives.

 

7To try to ensure that we obtained the perspectives of a variety of individuals, particularly those 

who served on boards with few, if any, women, we also selected a small random sample of 

individuals to interview from the population of board directors serving on an S&P 1500 

board in 2013 with less than two women. Of the 12 contacted, 4 agreed to be interviewed.

8We worked with a research librarian to undertake a literature search about gender diversity 

on corporate boards. An economist and a research methodologist reviewed the findings 

and methodologies for key empirical research studies and found them to be sufficiently 

reliable for our purposes. 

Background 
Generally, a public company’s

Page 4 GAO-16-30 Women on Corporate Boards 

9 board of directors is responsible for 

managing the business and affairs of the corporation, including 

representing a company’s shareholders and protecting their interests.10

Corporate boards range in size and according to a 2013 survey of public 

companies, the average board size was about nine directors, with larger 

companies often having more.11 Corporate boards are responsible for 

overseeing management performance on behalf of shareholders and selecting and 

overseeing the company’s CEO, among other duties, and directors are 

compensated for their work. The board of directors generally establishes 

committees to enhance the effectiveness of its oversight and focus on 

matters of particular concern. See figure 1 for common corporate board 

committees and their key duties.

Figure 1: Common Board Committees and Their Key Duties 

 

9A public company can be defined in various ways, but the SEC defines the term on its website to 

include companies that trade securities on public markets and disclose certain business and 

financial information regularly to the public. 

10The requirements concerning corporate structure, including the role of boards of directors, 

are primarily determined by state law. We did not examine specific state law requirements 

concerning boards of directors. 

11National Association of Corporate Directors Public Company Governance Survey, 2013-

2014.This report details 1,019 public company responses.

Responsibilities of 

Corporate Boards 
Note: Boards may have additional committees such as executive, finance, or risk management.

Research and other literature provide a number of reasons as to why it is 

important for corporate boards to be diverse. For instance, research has 

shown that the broader range of perspectives represented in diverse 

groups require individuals to work harder to come to a consensus, which 

can lead to better decisions.

Page 5 GAO-16-30 Women on Corporate Boards 

12 Some research has found that gender diverse 

boards may have a positive impact on a company’s financial performance, but 

other research has not. These mixed results depend, in part, on differences in how 

financial performance was defined and what methodologies were used.

13

Various reports on board diversity also highlight that diverse boards make good 

business sense because they can better reflect the employee and customer base, 

and they can tap into the skills of a wider talent pool.14

Publicly traded companies are required by the SEC to disclose to their 

shareholders certain corporate governance information for shareholder 

meetings if action is to be taken with respect to the election of directors.15

Companies disclose this information in proxy statements that are filed with the 

SEC.16 The SEC’s mission includes protecting investors, and disclosure is meant 

to provide investors with important information about companies’ financial 

condition and business practices for making informed investment and 

voting decisions.17 Investors owning shares in a company generally have the 

ability to participate in corporate governance by voting on who should be a 

member of the board of directors.18 In December 2009, the SEC published a 

 

12See Katherine W. Phillips, How Diversity Works, Scientific American, October 2014. 

13For an overview of research on the impact of gender diversity on firm performance, see W. 

Gary Simpson, David A. Carter, and Frank D’Souza, “What Do We Know About Women 

on Boards?”, Journal of Applied Finance, No. 2 (2010) and Deborah L. Rhode and 

Amanda K. Packel, Diversity on Corporate Boards: How Much Difference Does Difference 

Make, 39 Del. J. Corp. L., 2 (2014). 

14For example, see Report of the National Association of Corporate Directors Blue Ribbon 

Commission, The Diverse Board: Moving From Interest to Action (National Association of 

Corporate Directors, 2012). 

15See Rule 14a-3 of the Securities Exchange Act of 1934 and Item 7 of Schedule 14A.

16A proxy statement is a document that contains information for shareholders so they can make 

informed decisions about matters to be considered at an annual shareholder meeting. Proxy 

statements may include proposals for new board directors and information about directors’ 

salaries, among other things. 

17The mission of the SEC is to protect investors, maintain fair, orderly, and efficient markets, and 

facilitate capital formation. See the SEC’s website at: www.sec.gov/about/whatwedo.shtml.

18The right of security holders to vote for directors is a matter of applicable state law. 

Research on Gender 

Diversity on Corporate 

Boards 

Federal Disclosure 

Requirements on Board 

Diversity 
rule that requires companies to disclose certain information on board 

diversity in proxy statements filed with the Commission if action is to be 

taken with respect to the election of directors, including whether, and if so 

how, boards consider diversity in the director nominating process. Also, if 

boards have a policy for considering diversity when identifying director 

nominees, they must disclose how this policy is implemented and how the 

board assesses the effectiveness of its policy.

Page 6 GAO-16-30 Women on Corporate Boards 

19

According to various publications on corporate governance or gender diversity, 

several countries are implementing measures to address gender diversity in the 

boardroom such as:20

· Quotas. Some countries, such as Germany and Norway, among 

several other countries, have government quotas to increase the 

percentage of women on boards.21 For example, Germany requires 

that 30 percent of board seats at certain public companies be allocated for 

women and Norway requires that 40 percent be allocated for 

women.

· Disclosure policies. Other countries, such as Australia and 

Canada, have adopted “comply or explain” disclosure 

arrangements. Under such arrangements, if companies choose 

not to implement or comply with certain recommendations or 

government-suggested approaches related to board diversity—

such as establishing a diversity policy—they must disclose why.22

· Voluntary approaches. The United Kingdom has aimed to increase the 

representation of female directors through a voluntary, target-based 

approach rather than through the use of government-mandated 

interventions. As part of this effort, the government worked with 

leading companies, investors, and search firms to encourage the 

 

19Proxy Disclosure Enhancements, 74 Fed. Reg. 68,334, 68,364 (Dec. 23, 2009), codified at 17 

C.F.R. § 229.407(c)(2)(vi). 

20We did not conduct an independent legal analysis of the laws of other countries. 

21Based on research by Corporate Women Directors International published in 2015, these 

countries have quotas for publicly-listed companies. In addition, the European Commission, 

which represents the interests of the European Union as a whole, has proposed legislation 

to improve gender balance on the boards of European companies. 

22See Corporate Governance Principles and Recommendations with 2010 Amendments 2nd 

Edition (Australian Securities Exchange Corporate Governance Council, 2007). 

Approaches in Other 

Countries for Addressing 

Boardroom Diversity 
adoption of a set of recommendations to increase representation 

of women on boards.

Page 7 GAO-16-30 Women on Corporate Boards 

23 These recommendations included, for example, 

that certain companies achieve a minimum of 25 percent women on 

boards by 2015 and publicly disclose the proportion of women on the 

company’s board, management, and workforce. In addition, 

executive search firms were encouraged to draw up a voluntary 

code to address gender diversity and best practices covering 

relevant search criteria for board directors. Selected search firms 

in the United Kingdom have entered into a voluntary Code of 

Conduct to address gender diversity on boards in their search 

processes, including trying to ensure that at least 30 percent of 

proposed candidates are women.

Based on our analysis, we found that women’s representation on boards 

of companies in the S&P 1500 has increased steadily over the past 17 

years, from about 8 percent in 1997 to about 16 percent in 2014. As 

figure 2 illustrates, part of what is driving this increase is the rise in 

women’s representation among new board directors—directors who 

joined the board each year. 

 

23See Women on Boards: Davies Review Annual Report 2015 (March 2015). 

Representation of 

Women on Boards 

Has Increased to 

About 16 Percent, but 

a Number of Factors 

May Hinder Further 

Progress 

Women’s Representation 

on Boards Has Increased 

8 Percentage Points over 

the Past 17 Years but 

Greater Gender Balance

May Take Time
Figure 2: Percentage of Women on Corporate Boards and among New Board Directors in the S&P 1500, 1997-2014 

Page 8 GAO-16-30 Women on Corporate Boards 

aWe could not determine the number of new board directors in 1997 as we did not have data for 

1996. 

bNew board directors refer to directors who joined the board each year. 

While the number of female board directors among S&P 1500 companies 

has been increasing, particularly in recent years, we estimated that it will 

likely take a considerable amount of time to achieve greater gender 

balance. When we projected the representation of women on boards into 

the future assuming that women join boards in equal proportion to men—

a proportion more than twice what it currently is—we estimated it could 

take about 10 years from 2014 for women to comprise 30 percent of 

board directors and more than 40 years for the representation of women 

on boards to match that of men (see fig. 3).24 Appendix I contains more 

information about this projection.

 

24Some researchers have found that once women’s representation on a board reaches 30 

percent, this “critical mass” enhances the likelihood that women’s voices and ideas are 

heard and that boardroom dynamics change substantially. See V.W. Kramer, A.M. 

Konrad, and S. Erkut, Critical Mass on Corporate Boards: Why Three or More Women 

Enhance Governance (2006).
Figure 3: Greater Gender Balance on Corporate Boards May Take Time

Page 9 GAO-16-30 Women on Corporate Boards 

aNew board directors refer to directors who joined the board each year. 

Even if every future board vacancy were filled by a woman, we estimated

that it would take until 2024 for women to approach parity with men in the 

boardroom. 

Using 2014 data, we also found that women’s representation on boards 

differed by company size and industry (see fig. 4) and that there were 

differences in certain characteristics between male and female directors, 

such as age and tenure (see fig.5). 
Figure 4: Women’s Board Representation in the S&P 1500 Varied by Company Size and Industry, 2014

Page 10 GAO-16-30 Women on Corporate Boards 

a

Large companies represent those in the S&P 500 (with an unadjusted market capitalization of $5.3 

billion or greater); medium companies represent those in the S&P MidCap 400 (with an unadjusted 

market capitalization of $1.4 billion to $5.9 billion); small companies are represented by those in the 

S&P SmallCap 600 (with an unadjusted market capitalization of $400 million to $1.8 billion). 
Figure 5: Male and Female Directors in the S&P 1500 Differ in Certain Characteristics, 2014

Page 11 GAO-16-30 Women on Corporate Boards 

a

This calculation includes other public board appointments outside the S&P 1500. 
Based on our interviews with stakeholders, analysis of ISS board director 

data, and our review of relevant literature, we identified various factors 

that may hinder increases in women’s representation on corporate 

boards: boards not prioritizing diversity in recruitment efforts; lower 

representation of women in the traditional pipeline for board positions; 

and low turnover of board seats.

Several stakeholders we interviewed suggested boards not prioritizing 

diversity in identifying and selecting directors is a factor affecting gender 

diversity on corporate boards.

Page 12 GAO-16-30 Women on Corporate Boards 

25

· Specifically, 9 of the 19 stakeholders we interviewed cited board directors’ 

tendencies to rely on their personal networks to identify new board 

candidates as a factor that contributes to women’s lower 

representation.26 For example, three of the nine stakeholders specifically 

noted that men tend to network with other men, and given that the majority 

of board directors are men, this may prevent women from obtaining 

vacant board seats. 

· Furthermore, 8 of the 19 stakeholders suggested unconscious bias 

may be a factor affecting the selection of women onto boards. Several 

stakeholders we interviewed discussed board directors’ desire to 

maintain a certain level of comfort in the boardroom. For example, 

one stakeholder observed that boards may have a tendency to seek 

other directors who look and sound like they do. Another noted that 

boards want to ensure new members “fit in” which may lead them to 

recruit people they know and can limit gender diversity on boards.

· We found some indication that boards’ appointment of women slows 

down when they already have one or two women on the board. In 

 

25We asked stakeholders to identify factors that may affect the representation of women on boards 

and strategies to potentially address them. However, we did not ask each stakeholder specifically 

about every factor we had previously identified. 

26According to a July 2014 survey with 250 respondents, 72 percent of respondents reported 

turning to their own directors as their first option for prospective board director recommendations. 

Deloitte LLP Center for Corporate Governance and Society of Corporate Secretaries and 

Governance Professionals, 2014 Board Practices Report: Perspectives from the 

Boardroom (2014). The survey was provided to the membership of the Society of 

Corporate Secretaries and Governance Professionals, which includes individuals from 

1,200 public companies of varying sizes and industries. 250 completed surveys were 

received.

Various Factors May 

Hinder Increased 

Representation of Women 

among Board Directors

Not Prioritizing Diversity in 

Recruitment Efforts 
2014, 29 percent of companies in the S&P 500 that had no women on 

the board added a woman; 15 percent of companies that had one 

woman on the board added a woman; and 6 percent of companies 

that had two women on the board added a woman.

Page 13 GAO-16-30 Women on Corporate Boards 

27 Small and 

medium-sized companies generally followed the same pattern.28

· Further, three stakeholders we interviewed specifically suggested that boards 

may add a “token” woman to appear as though they are focused on diversity 

without making diversity a priority.29

Eleven of the 19 stakeholders we interviewed highlighted the low 

representation of women in the traditional pipeline for board seats—with 

either CEO or board experience—as another factor affecting the 

representation of women on boards. According to recent reports, current 

and former CEOs composed nearly half of new appointments to boards of 

Fortune 500 companies in 2014,30 and 4 percent of CEOs in the S&P 1500 in 

2014 were women.31 One CEO we interviewed said that as long as boards limit 

their searches to the pool of female executives in the traditional pipeline, 

they are going to have a hard time finding female candidates.

Another factor that may help explain why progress for women has been 

slow and greater gender balance could take time is that boards have only 

a small number of vacant seats each year.32 Based on our analysis, we 

 

27Of the S&P 500, besides the women joining the board that year, 5.6 percent of boards had no 

women in 2014; 30.3 percent of boards had one woman; and 38.7 percent of boards had two 

women.

28Our analysis only controlled for size of company by running separate analyses for small, 

medium, and large companies.

29The term “tokenism” refers to the practice or policy of making only a perfunctory or symbolic 

gesture toward accomplishing a goal.

30Heidrick and Struggles, Board Monitor: Four Boardroom Trends to Watch, New York (2015). 

This report also found that current and former CEOs and Chief Financial Officers together claimed 

two-thirds or more of new appointments to boards of Fortune 500 companies in 2014.

31This study reported also that 10 percent of Chief Financial Officers in the S&P 1500 were 

women. EY Center for Board Matters, Women on US Boards: What are We Seeing? (2015).

32We measured turnover as the number of new board directors in each year. Across the 

years, the number of exiting board directors appears to be roughly similar to the number of 

entering directors, as evidenced by the median board size remaining roughly constant 

over time. However, we did not attempt to measure the number of exiting board directors 

in each year because that would have required linking companies and board directors 

over time, which had the possibility of data error.

Low Representation of Women in 

the Traditional Pipeline for 

Board Positions 

Low Turnover of Board Seats 

Each Year 
found that board turnover has remained relatively consistent since 1998, with 4 

percent of seats in the S&P 1500 filled, on average, by new board directors 

each year.

Page 14 GAO-16-30 Women on Corporate Boards 

33 In 2014, we found that there were 614 new board directors out of 

14,064 seats among all companies in the S&P 1500. Seven of the 19 stakeholders 

we interviewed similarly cited low turnover, in large part due to the long 

tenure of most board directors, as a barrier to increasing women’s 

representation on boards. 

 

33We identified new board directors as those who served on the board for less than a year. 

Stakeholders 

Provided Mixed 

Opinions on Potential 

Strategies, Yet They 

and Some Large 

Investors Supported 

Improving Disclosure 

Requirements on 

Board Diversity 
Based on relevant literature and discussions with researchers, 

organizations, and institutions knowledgeable about corporate 

governance and board diversity, we identified a number of potential 

strategies for increasing gender diversity on corporate boards (see table 

1). While the stakeholders we interviewed generally agreed on the 

importance of diverse boards

Page 15 GAO-16-30 Women on Corporate Boards 

34 many noted that there is no one-size-fits-all 

solution to addressing diversity on boards and highlighted advantages and 

disadvantages of various strategies for increasing gender diversity on corporate 

boards.35

 

34The majority of stakeholders we interviewed (13 of 19) emphasized the importance of racial, 

ethnic, and other types of diversity on boards in addition to gender diversity. According to our 

analysis of ISS data, 90 percent of all board directors at S&P 1500 companies in 2014 were 

identified as Caucasian.

35We asked stakeholders about each potential strategy. However, not all stakeholders expressed a 

clear opinion about each strategy. As a result, the total number of stakeholder views discussed 

will not add to 19 for each strategy.

Stakeholders Provided 

Mixed Opinions on Various 

Potential Strategies for 

Increasing Representation 

of Women on Corporate 

Boards 
Table 1: Potential Strategies to Increase Representation of Women on Boards

Page 16 GAO-16-30 Women on Corporate Boards 

Factor affecting representation 

of women on boards

Potential Strategies

Not prioritizing diversity in 

recruitment efforts

Requiring a diverse slate of candidates to include at 

least one woman

Setting voluntary targets 

Lower representation of women 

in the traditional pipeline for 

board positions 

Expanding board searches

Low turnover of board seats 

each year

Expanding board size

Adopting term limits or age limits

Conducting board performance evaluations

Source: GAO analysis of factors and strategies that can affect gender diversity of boards.│ GAO-16-30

Potential strategies for encouraging or incentivizing boards to prioritize 

and address gender diversity as part of their agenda could include:

· Requiring a diverse slate of candidates to include at least one 

woman. Eleven stakeholders we interviewed supported boards 

requiring a gender diverse slate of candidates.36 Two specifically 

suggested that boards should aim for slates that are half women and half 

men. Two of the 11 advocated that boards include more than one 

woman on a slate of candidates, expressing concern that a board 

policy requiring that only one woman be included on a slate could lead 

to tokenism. This was also a concern for three of the five stakeholders 

who did not support this strategy. 

· Setting voluntary targets. Ten stakeholders we interviewed 

supported boards setting voluntary diversity targets with two 

stakeholders citing the importance of having targets or internal goals 

for monitoring progress.37 Four stakeholders opposed voluntary targets. 

For example, one stakeholder thought that boards should consider a diverse 

 

36Several stakeholders also discussed the need for boards to be clear with executive search firms 

about their desire to have female candidates included on the slate of nominees.

37Some state legislative bodies have passed resolutions encouraging gender diversity on 

boards of publicly-held corporations in their states and set voluntary targets—for example, 

the California Senate (S. Con. Res. 62, 2013 Leg. Reg. Sess. (Cal. 2013)), the Illinois 

House of Representatives (H. Res. 439, 99th Gen. Ass., (Ill. 2015)), and the Senate of the 

Commonwealth of Massachusetts (S. Res. 1007, 189th Gen. Ct. (Mass. 2015)). 
slate of candidates but expressed concern over how voluntary diversity 

targets would work in the context of considering board candidates’ skills. 

Potential strategies for recruiting more female candidates on to boards 

could include:

· Expanding board searches. Of the 17 stakeholders who expressed 

an opinion, all supported expanding board searches beyond the 

traditional pool of CEO candidates to increase representation of 

women on boards. Several stakeholders suggested, for example, that 

boards recruit high performing women in other senior executive level 

positions, or look for qualified female candidates in academia or the 

nonprofit and government sectors. According to aggregate Employer 

Information Report (EEO-1) data,

Page 17 GAO-16-30 Women on Corporate Boards 

38 roughly 29 percent of all senior level 

managers in 2013 were women, suggesting that if boards were to expand 

their director searches beyond CEOs more women might be included in 

the candidate pool.39 Our analysis of EEO-1 data also found that at the 

largest companies—those with more than 100,000 employees—women

comprised 38 percent of all senior-level managers in 2013, up from 26 

percent in 2008. In addition, a few stakeholders said boards need to be 

more open to appointing women who have not served on boards 

before. One board director said individuals are more likely to be asked 

to serve on additional boards once they have prior board experience 

and have demonstrated they are trustworthy.

Potential strategies that boards could implement to address the small 

number of new directors that are appointed to boards each year could 

include: 

 

38Generally, under federal law and regulations, employers with 100 or more employees who are 

subject to Title VII of the Civil Rights Act of 1964 are required to file an Employer 

Information Report EEO-1 with the Equal Employment Opportunity Commission (EEOC), 

which includes specified employment data. See 42 U.S.C. § 2000e-8(c), 29 C.F.R. § 

1602.7. 

39The EEO-1 data covers a broader universe of the workforce than the S&P 1500. In 2007, EEOC 

divided the “officials and managers” reporting category into two management level categories—

one for first and midlevel managers and another for senior level managers. The 

“Executive/Senior Level Officials and Managers” (senior level managers) include 

individuals within two reporting levels of the CEO. Examples of these kinds of managers 

are: chief executive officers, chief operating officers, chief financial officers, line of 

functional areas operating groups, chief information officers, chief human resources 

officers, chief marketing officers, chief legal officers, management directors and managing 

partners. See the EEO-1 Job Classification Guide for more information.
· Expanding board size. Nine stakeholders we interviewed expressly 

supported expanding board size either permanently or temporarily to 

include more women, with five specifically supporting this strategy 

only as a temporary measure.

Page 18 GAO-16-30 Women on Corporate Boards 

40 For example, one stakeholder’s board 

temporarily expanded in size from 8 directors to 11 in anticipation of 

retirements, but the stakeholder was not in favor of permanently 

expanding the board size. Some stakeholders noted that expanding 

board size might make sense if the board is not too large but 

expressed concern about challenges associated with managing large 

boards. Three stakeholders were not in favor of expanding board size 

permanently or temporarily to increase the representation of women 

on boards. 

· Adopting term limits or age limits. Five stakeholders we 

interviewed supported boards adopting either term or age limits to 

address low turnover and increase the representation of women. 

However, most stakeholders were not in favor of these strategies and 

several pointed out trade-offs to term and age limits.41 For example, a 

CEO we interviewed said he would be open to limitations on tenure for 

board directors, especially as the board appoints younger candidates. 

However, he said directors with longer tenure possess invaluable 

knowledge about a company that newer board directors cannot be 

expected to possess. Many of the stakeholders not in favor of these 

strategies noted that term and age limits seem arbitrary and could 

result in the loss of high-performing directors.

· Conducting board evaluations. Twelve stakeholders we interviewed 

generally agreed it is good practice to conduct full-board or individual 

director evaluations, or to use a skills matrix to identify gaps. 

However, a few thought evaluation processes could be more robust or 

said that board dynamics and culture can make it difficult to use 

evaluations as a tool to increase turnover by removing under-

 

40According to a recent report published by EY Center for Board Matters, increasing board size to 

add female directors is common among S&P 1500 companies. The report states that 51 percent of 

S&P 1500 companies that increased directorships held by women in the last year did so by 

increasing board size. See EY Center for Board Matters, Women on U.S. Boards: what 

are we seeing? (February 2015).

41According to a 2013 EY report, more than 70 percent of S&P 500 companies have retirement age

policies for their directors of 70 or older. See EY Corporate Governance Center, Diversity 

drives diversity: From the boardroom to the C-suite (2013). However, a few stakeholders 

we interviewed said retirement age policies are often waived.
performing directors from boards. The National Association of 

Corporate Directors encourages boards to use evaluations not only as 

a tool for assessing board director performance, but also as a means 

to assess boardroom composition and gaps in skill sets.

Page 19 GAO-16-30 Women on Corporate Boards 

42 Several 

stakeholders we interviewed discussed how it is important for boards to 

identify skills gaps and strategically address them when a vacancy occurs, 

and one stakeholder said doing so may help the board to think more 

proactively about identifying diverse candidates. 

In addition, almost all of the stakeholders we interviewed (18 of 19) 

indicated that either CEOs or investors and shareholders play an 

important role in promoting gender diversity on corporate boards. For 

example, one stakeholder said CEOs may encourage boards to prioritize 

diversity efforts by “setting the tone at the top” of companies and 

acknowledging the benefits of diversity. In addition, several stakeholders 

said that CEOs may serve as mentors for women and sponsor, or vouch 

for, qualified women they know for board seats. One stakeholder we 

interviewed developed a program to help women in senior management 

positions become board-ready and has also recommended qualified 

women when he was asked to serve on the board of other companies. 

Nearly all of the stakeholders we interviewed (18 of 19) said that investors 

play an important role in promoting gender diversity on corporate boards. 

For example, almost all of the board directors and CEOs we interviewed 

said that investors or shareholders may exert pressure on the companies 

they invest in to prioritize diversity when recruiting new directors. 

According to one board director we interviewed, boards listen to investors 

more than any other actor, and they take heed when investors bring 

attention to an issue.

While most stakeholders we interviewed emphasized their preference for 

voluntary efforts by business to increase gender diversity on corporate 

boards over government mandates such as quotas, several large public 

pension fund investors and many stakeholders we interviewed (15 of 19) 

supported improving federal disclosure requirements on board diversity. 

Stakeholders were generally supportive of the government undertaking 

efforts to raise awareness about gender diversity on boards or to collect 

and disseminate information on board diversity.43 Most stakeholders we 

 

42The Diverse Board: Moving From Interest to Action (National Association of Corporate 

Directors, 2012).

43To date, the SEC Chair and selected SEC Commissioners and the Secretary of Commerce have 

raised awareness by discussing board diversity in speeches.

Several Large Investors 

and Many Stakeholders 

We Interviewed Supported 

Improving Federal 

Disclosure Requirements 

on Board Diversity 
interviewed (16 of 19), however, did not support government quotas as a 

strategy to increase board gender diversity in the United States. Several 

suggested that quotas may have unintended consequences—boards may 

strive to meet the quota, but not to exceed it; boards may appoint 

directors who are not the best fit for the board just to meet the quota; and 

there may be the perception that women did not earn their board seat 

because of their skills, but instead were appointed for purposes of 

meeting a requirement. However, a few stakeholders and other 

organizations and researchers we interviewed stated that quotas are an 

effective means of achieving increased representation or that the 

prospect of quotas may spur companies to take voluntary actions to 

address gender diversity on boards. 

While the SEC seeks to ensure that companies provide material 

information to investors that they need to make informed investment and 

voting decisions, we found information companies disclose on board 

diversity is not always useful to investors who value this information.

Page 20 GAO-16-30 Women on Corporate Boards 

44

According to SEC’s 2014-2018 Strategic Plan, one of the Commission’s 

objectives is to structure disclosure requirements to ensure that investors have 

access to useful, high-quality disclosure materials that facilitate informed 

investment decision-making.45 The SEC notes in its strategic plan that it is 

helpful for information to be provided in a concise, easy-to-use format tailored to 

investors’ needs. In addition, the SEC acknowledges that the needs of investors 

may vary and that investors’ needs are affected by their backgrounds and 

goals. 

 

44According to SEC, information is considered material if there is a substantial likelihood 

that a reasonable investor would consider it important in making an investment or voting 

decision. The standard for materiality has been established by case law, including TSC 

Industries, Inc. v. Northway, Inc., 426 U.S. 438 (1976). 

45U.S. Securities and Exchange Commission, Strategic Plan Fiscal Years 2014-2018, Protecting 

investors, maintaining fair, orderly, and efficient markets, and facilitating capital formation. 
Several large public pension fund investors and many of the stakeholders 

we interviewed (12 of 19) called into question the usefulness of 

information companies provide in response to SEC’s current disclosure 

requirements. Specifically, in a recent petition to the SEC (investor 

petition) to improve board nominee disclosure, a group of nine public fund 

fiduciaries supervising the investment of over $1 trillion in assets stated

that some companies have used such broad definitions of diversity that 

the concept conveys little meaning to investors.

Page 21 GAO-16-30 Women on Corporate Boards 

46 In its requirements for 

company disclosure on board diversity, SEC leaves it up to companies to define 

diversity in ways they consider appropriate. As a result, there is variation 

in how much information companies provide in response to the 

requirements as well as the type of information they provide. A recent 

analysis of S&P 100 firms’ proxy statements from 2010 through 2013 

found that most of the companies chose to define diversity to include 

characteristics like relevant knowledge, skills, and experience. 

Approximately half of the companies reported defining diversity to include 

demographic factors such as gender, race, or ethnicity.47 Figure 6 

illustrates the range of information companies provide on board diversity. For 

example, Company A and Company D provide information on demographic 

diversity and specifically disclosed the number of women on the board; 

Company C combined information on gender diversity with other 

demographic information; and Company B did not provide any numerical 

information on demographic characteristics, including gender diversity. 

 

46Petition for Amendment of Proxy Rule Regarding Board Nominee Disclosure–Chart / 

Matrix Approach, March 31, 2015. For a copy of the petition, see Petitions for Rulemaking 

Submitted to the SEC on SEC’s website. We interviewed two of the nine signatories to the 

petition during the course of our work. One of the nine signatories to the petition is 

included in the group of 19 stakeholders we interviewed. 

47Aaron Dhir, Challenging Boardroom Homogeneity: Corporate Law, Governance, and Diversity

(Cambridge University Press, April 2015). 
Figure 6: Examples of Variation in Proxy Statement Information on Board Diversity 

Page 22 GAO-16-30 Women on Corporate Boards 
Furthermore, SEC’s requirement for companies to disclose information 

related to a board policy for considering diversity in the nomination 

process, if they have such a policy, may not yield useful information.

Page 23 GAO-16-30 Women on Corporate Boards 

48 For

example, the recent analysis of S&P 100 firms’ proxy statements 

previously mentioned found that 8 of the 100 companies reviewed 

disclosed the existence of a diversity policy in 2010 through 2013.49 In 

addition, according to the analysis, a substantial number of companies disclosed 

the absence of a policy or were silent on the topic. According to SEC’s 

requirements, if a board does have a policy, then it must provide 

additional information on how the policy is implemented and assessed, 

leading some investors and others we interviewed to question whether it 

creates a disincentive for companies to disclose a policy. 

The investor petition to the SEC supported improving existing disclosure 

requirements and requested that the SEC require new disclosures on 

board diversity specifically to indicate directors’ gender, racial, and ethnic 

diversity in a chart or matrix in addition to their skills and experiences. 

Those who submitted the investor petition believe there are benefits to 

diverse boards, such as better managing risk and including different 

viewpoints, and that having more specific information on individual 

director diversity attributes is necessary for investors to fully exercise their 

voting rights. They said that as large investors, they have an interest in 

electing a slate of board directors who are well-positioned to help carry 

out a company’s business strategy and meet their long-term investment 

needs, and that for at least some investors, demographic diversity is an 

important factor to consider when electing board directors. 

Most of the 19 stakeholders we interviewed (15 of 19) also supported 

improving SEC rules to require more specific information from public 

companies on board diversity. In addition to increasing transparency, 

some organizations and researchers we interviewed highlighted that 

disclosing information on board diversity may cause companies to think 

about diversity more and thus may be a useful strategy for increasing 

 

48SEC requires companies that have a nominating committee (or board) policy with regard to the 

consideration of diversity in identifying director nominees to describe how the policy is 

implemented, as well as how the nominating committee (or the board) assesses the 

effectiveness of its policy. Item 407(c)(2)(vi) of Regulation S-K.

49Aaron Dhir, Challenging Boardroom Homogeneity: Corporate Law, Governance, and Diversity

(Cambridge University Press, April 2015). 
pressure on companies to diversify their boards.

Page 24 GAO-16-30 Women on Corporate Boards 

50 Twelve stakeholders we 

interviewed explicitly supported SEC requiring companies to specifically 

disclose the number of women on the board; five others were not 

opposed to disclosing this information; and two questioned whether this 

specificity was necessary as companies already include the names of 

board directors in their proxy statements or may include photos of 

directors. While the investor petition acknowledged that some companies 

provide aggregate board diversity information on gender and race, they 

said diversity information at the board level is not available for all 

companies. They also stated that it can be difficult to determine gender 

diversity through proxy statements and is time-consuming to collect this 

information on their own. Without specific information on board diversity 

that is concise and easy-to-use, investors may not be fully informed in 

making decisions. SEC officials told us they intend to consider the 

investor petition requesting changes to board diversity disclosure as part 

of its Disclosure Effectiveness Initiative—an ongoing review of all SEC 

disclosure requirements to improve them for the benefit of companies and 

investors.51 SEC’s review of its disclosure requirements provides an opportunity 

for the agency to solicit broader input on making specific changes to the 

disclosure requirements on board diversity.

We provided a draft copy of this report to the Securities and Exchange 

Commission and the Equal Employment Opportunity Commission for 

review and comment. SEC staff provided technical comments that we 

incorporated, as appropriate. EEOC did not have comments.

As agreed with your office, unless you publicly announce the contents of 

this report earlier, we plan no further distribution until 30 days from the 

 

50While SEC’s rule states that the current diversity disclosure requirement is not intended to 

steer behavior, the Commission acknowledged that the disclosure of certain information 

on diversity may induce beneficial changes in board composition. 74 Fed. Reg. 68,334, 

68,355 (Dec. 23, 2009).

51The Disclosure Effectiveness Initiative is the outcome of a report the SEC issued to 

Congress in December 2013 on its disclosure rules for U.S. public companies. The report, 

mandated by the Jumpstart Our Business Startups Act (Pub. L. No. 112-106, § 108, 126 

Stat. 306, 313 (2012), outlines SEC’s intention to conduct a broad-based review of 

disclosure requirements, including corporate governance requirements, to confirm that the 

information is material to investors and develop ways to obtain disclosure that is 

presented in a manner that provides investors with effective access to material information 

and avoids boilerplate information. SEC staff is undertaking this review and will provide 

recommendations to the Commission based on its results.

Agency Comments 
report date. At that time, we will send copies to the appropriate 

congressional committees, the Chair of the Securities and Exchange 

Commission, the Chair of the Equal Employment Opportunity 

Commission, and other interested parties. In addition, the report will be 

available at no charge on GAO’s website at http://www.gao.gov. 

If you or your staff should have any questions about this report, please 

contact me at (202) 512-7215 or sherrilla@gao.gov. Contact points for 

our Offices of Congressional Relations and Public Affairs may be found 

on the last page of this report. GAO staff who made key contributions to 

this report are listed in appendix IV. 

Sincerely yours,

Andrew Sherrill 

Director, Education, Workforce, 

 and Income Security Issues

Page 25 GAO-16-30 Women on Corporate Boards 
Appendix I: Analysis of Data for Boards of S&P 

1500 Companies

To identify trends in women’s representation on corporate boards and 

characteristics of male and female board directors, we analyzed a dataset 

from Institutional Shareholder Services, Inc. (ISS)

Page 26 GAO-16-30 Women on Corporate Boards 

1

that contained 

information about individual board directors at each company in the S&P 

Composite 1500 from 1997 through 2014, the years for which they 

collected these data.

The ISS data include publicly available information on directors compiled 

from company proxy statements and other U.S. Securities and Exchange 

Commission (SEC) filings. The data include information such as gender, 

age, committee memberships, race and ethnicity, and other 

characteristics. To determine the reliability of the ISS data, we compared 

it to other analyses of women’s board representation to see if our results 

were comparable, interviewed knowledgeable ISS employees and other 

researchers who have used ISS data, and conducted electronic testing of 

the data. In cases where we did find discrepancies in the data, we 

discussed the issue with ISS employees and either resolved the issue or 

determined the specific data element was not sufficiently reliable for our 

analysis and excluded it from our review. Based on our assessment of the 

reliability of the ISS data generally and of data elements that were critical 

to our analyses, we determined that they were sufficiently reliable for our 

analyses. 

We used ISS data to provide descriptive statistics on characteristics of 

male and female board directors, including comparing the age and tenure 

of female board directors to males, and we also presented information on 

the representation of women by company size and industry. The ISS data 

divided companies into the S&P 500 (large cap companies), S&P 400 

(mid cap companies) and S&P 600 (small cap companies), which enabled 

us to conduct analyses by company size. The companies that comprise 

these indices, including the composite S&P 1500, may change each year 

depending on the value of the company at the time the index is 

established. Thus, our analysis is a point in time estimate for the index 

based on the indices as they were in a certain year. The ISS data did not 

include industry or sector for the companies in the dataset. We used data 

from the Bloomberg Industry Classification System to identify the 

industries for the companies in the ISS dataset by matching up the stock 

 

1

ISS is a company that provides corporate governance services, including proxy voting 

services, governance research and advisory services, and investment tools and data.

Appendix I: Analysis of Data for Boards of 

S&P 1500 Companies

Data Source

Data on Company Size, 

Industry and Other 

Characteristics
Appendix I: Analysis of Data for Boards of S&P 

1500 Companies

market ticker.

Page 27 GAO-16-30 Women on Corporate Boards 

2 We were able to make these matches for 96 percent of the 

director observations in the ISS data. When we could not make a match, it 

was typically because we could not locate the ticker in the Bloomberg 

data. This could be the case, for example, if a company experienced a 

merger or dismantled.

In addition to presenting past trends and descriptive statistics on board 

membership, we used the ISS data to determine the likelihood of a board 

adding a woman based on the number of women already on the board. 

Specifically, we computed how the percentage of boards that have added 

a woman changes with the number of women already on the board. To do 

this, we determined the proportion of companies with 0, 1, or 2 women on 

the board that added a woman in that year. While we did not control for 

other factors, such as industry, we did do this analysis separately for 

large, medium, and small firms.

We also developed two hypothetical projections to illustrate future gender 

representation on corporate boards. Neither of these projections is meant 

to be predictive of what will happen over the coming decades. In one 

scenario, we assumed an equal proportion of men and women join 

boards each year starting in 2015. In the second scenario, we assumed 

only women join boards as new board directors beginning in 2015. For 

both projections, we made the following assumptions based on ISS data 

on directors in the S&P 1500 from 1997 through 2014:

· The total number of board directors in the S&P 1500 will stay constant 

at 14,000 each year, based on the average of the total number of 

board directors in the S&P 1500 in 2013 and 2014.

· The total number of new board directors joining companies in the S&P 

1500 will stay constant at 600 new directors each year, which is the 

total average number of new board directors joining companies in the 

S&P 1500 for the years of our analysis. 

· We used 600 as an indicator of the number of board directors leaving 

their board positions each year. Women on boards tend to be younger 

than men and have had less tenure in 2014. Therefore, we wanted to 

 

2Bloomberg classifies companies by tracking their primary business activities as measured by their 

primary source of revenue; it then groups them together according to the end markets 

these businesses service. According to Bloomberg, members of groupings should exhibit 

similar behavior in market cycles and should be correlated.

Projection Analysis
Appendix I: Analysis of Data for Boards of S&P 

1500 Companies

assume that women leave the board at a slightly lower rate than men, 

so we estimated the proportion of women among the 600 departing 

board directors in each year would equal the proportion of women 

who were on boards 10 years prior (when women were less 

represented).

Page 28 GAO-16-30 Women on Corporate Boards 
Appendix II: Stakeholders We Interviewed

Source: GAO│GAO-16-30.

Page 29 GAO-16-30 Women on Corporate Boards 

In addition to the affiliations above, the CEOs and board directors we 

interviewed collectively have experience serving at companies in a wide 

range of industries, including the following:

 

1Both of these individuals participated in our interview. We consider Walden Asset 

Management as a single stakeholder view.

Appendix II: Stakeholders We Interviewed 

Name / Current Title Current or Prior Experience

CEO Board 

Director

Investor

Curtis J. Crawford, Ph.D., Founder, President and Chief Executive Officer, XCEO, 

Inc. 

interviewed interviewed N/A

Michelle Edkins, Managing Director, Global Head of Corporate Governance & 

Responsible Investment, BlackRock 

N/A N/A interviewed

Mellody Hobson, President, Ariel Investments, LLC N/A interviewed interviewed

Bess Joffe, Managing Director, Head of Corporate Governance, TIAA–CREF N/A interviewed

Ken Kannappan, President and Chief Executive Officer, Plantronics interviewed interviewed N/A

Kay Koplovitz, Chairman and Chief Executive Officer, Koplovitz & Company, LLC interviewed interviewed N/A

Terry Lundgren, Chairman and Chief Executive Officer, Macy’s, Inc.

interviewed interviewed N/A

Michael McCauley, Senior Officer, Investment Programs & Governance, Florida 

State Board of Administration 

N/A N/A interviewed

Jack Oliver, III, Senior Policy Advisor, Bryan Cave Strategies N/A interviewed N/A

Anthony Principi, Principal, The Principi Group, LLC N/A interviewed N/A

Jonas Prising, Chief Executive Officer, ManpowerGroup interviewed interviewed N/A

George Scangos, Ph.D., Chief Executive Officer, Biogen Inc. interviewed interviewed N/A

Jane Shaw, Retired Chairman of the Board, Intel Corporation interviewed interviewed N/A

Willow Shire, Former Executive Consultant, Orchard Consulting Group N/A interviewed N/A

Anne Simpson, Investment Director, Global Governance, California Public 

Employees’ Retirement System (CalPERS)

N/A N/A interviewed

Timothy Smith, Director of Environmental, Social, and Governance Shareowner 

Engagement, Walden Asset Management and Heidi Soumerai, Managing Director 

and Director of Environmental, Social and Governance Research, Walden Asset 

Management1

N/A N/A interviewed

Paula Stern, Ph.D., Founder & Chair, The Stern Group, Inc., International Trade 

Advisors 

N/A interviewed N/A

Edie Weiner, CEO and President of The Future Hunters interviewed interviewed N/A

Maggie Wilderotter, Executive Chairman, Frontier Communications interviewed interviewed N/A
Appendix II: Stakeholders We Interviewed

Page 30 GAO-16-30 Women on Corporate Boards 

· Agilent Technologies, Inc. · Mattson Technology, Inc.

· Avaya · Neiman Marcus 

· Avon Products, Inc. · ON Semiconductor 

Corporation

· CA Technologies · Procter & Gamble Company

· Cleveland BioLabs, Inc. · RAC, Inc.

· CompUSA · Scott Paper

· DreamWorks Animation SKG, 

Inc.

· Starbucks Corporation

· Duracell · The Estée Lauder 

Companies Inc.

· eHealth, Inc. · Time Inc.

· Engility Holdings, Inc. · TJX Companies, Inc.

· Exelixis, Inc. · UNUM Corporation

· Integrated Device Technology 

(IDT)

· Walmart

· ION Media · Westinghouse

· Juno Therapeutics, Inc. · Xerox Corporation

· Kohl’s Corporation · Yahoo! Inc.

· Kraft Foods, Inc.
Appendix III: Researchers and Organizations 

We Interviewed

To gather information about the representation of women on corporate 

boards, including factors affecting women’s board representation and 

potential strategies to increase representation, we also conducted 

interviews with researchers, organizations, and institutions 

knowledgeable about corporate governance and diversity on corporate 

boards. We identified them through a literature search and 

recommendations from other knowledgeable individuals. Their views 

were not generalizable, but provided a range of perspectives on factors 

affecting the representation of women on corporate boards and potential 

strategies to increase representation. We spoke with individuals from the 

following organizations and institutions: 

· American Bar Association Corporate Governance Committee 

· Association of Executive Search and Leadership Consultants 

· Bentley University

· California State Teachers’ Retirement System 

· Catalyst, Inc. 

· Columbia Business School 

· EY Center for Board Matters 

· Harvard Business School 

· The Center for Transatlantic Relations, Paul H. Nitze School of 

Advanced International Studies (SAIS), Johns Hopkins University 

· National Association of Corporate Directors 

· Arthur and Toni Rembe Rock Center for Corporate Governance, 

Stanford University 

· The Conference Board 

· U.S. Chamber of Commerce Center for Capital Markets 

Competitiveness 

· U.S. Chamber of Commerce Foundation, Center for Women in 

Business

Page 31 GAO-16-30 Women on Corporate Boards 

Appendix III: Researchers and Organizations 

We Interviewed 
Page 32 GAO-16-30 Women on Corporate Boards 

Andrew Sherrill, (202) 512-7215 or sherrilla@gao.gov

In addition to the contact named above, Clarita Mrena (Assistant 

Director), Kate Blumenreich (Analyst-in-Charge), Ben Bolitzer, and 

Meredith Moore made significant contributions to all phases of the work. 

Also contributing to this report were James Bennett, David Chrisinger, 

Kathy Leslie, James Rebbe, Walter Vance, and Laura Yahn.

Appendix IV: GAO Contact and Staff 

Acknowledgments 

GAO Contact

Staff 

Acknowledgments
Page 33 GAO-16-30 Women on Corporate Boards 

Data Table for Highlights Figure: Percentage of Women on Corporate Boards and 

among New Directors, 1997-2014

Year All board directors New board directors

1997 8.31 N/A

1998 7.84 11.72

1999 9.14 10.18

2000 9.53 12.2

2001 9.62 11.89

2002 10 16.08

2003 10.41 11.44

2004 11.03 15.19

2005 11.39 13.21

2006 12 14.39

2007 11.92 13.11

2008 12.29 15.02

2009 12.34 11.96

2010 12.7 15.84

2011 13.13 18.6

2012 13.7 20.82

2013 14.46 18.81

2014 15.51 22.8

Source: GAO analysis of Institutional Shareholder Services Inc. (ISS) data for the S&P 1500. | GAO-16-30

Accessible Text for Figure 1: Common Board Committees and Their Key Duties

· Nominating/Governance: Recommends director nominees to the 

full board and the corporation’s shareholders, and oversees the 

composition and evaluation of the board

· Compensation: Oversees the corporation’s compensation 

structure and determines compensation for the Chief Executive 

Officer (CEO) and other senior managers

· Audit: Oversees the corporation’s financial reporting process

Source: GAO analysis of information from The Conference Board, National Association of Corporate Directors, and Business 

Roundtable. | GAO-16-30

Data Table for Figure 2: Percentage of Women on Corporate Boards and among 

New Board Directors in the S&P 1500, 1997-2014

Year All board directors New board directors

1997 8.31 N/A

Appendix V: Accessible Data

(131334)

Data 

Tables/Accessible 

Text
Page 34 GAO-16-30 Women on Corporate Boards 

Year All board directors New board directors

1998 7.84 11.72

1999 9.14 10.18

2000 9.53 12.2

2001 9.62 11.89

2002 10 16.08

2003 10.41 11.44

2004 11.03 15.19

2005 11.39 13.21

2006 12 14.39

2007 11.92 13.11

2008 12.29 15.02

2009 12.34 11.96

2010 12.7 15.84

2011 13.13 18.6

2012 13.7 20.82

2013 14.46 18.81

2014 15.51 22.8

Source: GAO analysis of Institutional Shareholder Services Inc. (ISS) data for the S&P 1500. | GAO-16-30

Data Table for Figure 3: Greater Gender Balance on Corporate Boards May Take 

Time

Actual

Year All board directors New board directors

1997 8.31 N/A

1998 7.84 11.72

1999 9.14 10.18

2000 9.53 12.2

2001 9.62 11.89

2002 10 16.08

2003 10.41 11.44

2004 11.03 15.19

2005 11.39 13.21

2006 12 14.39

2007 11.92 13.11

2008 12.29 15.02
Page 35 GAO-16-30 Women on Corporate Boards 

Year All board directors New board directors

2009 12.34 11.96

2010 12.7 15.84

2011 13.13 18.6

2012 13.7 20.82

2013 14.46 18.81

2014 15.51 22.8

Projected

This projection assumes that 600 board seats (about 4% of the total) turn 

over each year, and that male board directors are slightly more likely to 

leave the board each year because they are older, on average, than 

female board directors

Year New board directors All board directors

2015 50 17.17

50 18.8

50 20.42

50 22.04

50 23.65

2020 50 25.25

50 26.83

50 28.39

50 29.91

50 31.39

2025 50 32.8

50 34.13

50 35.4

50 36.6

50 37.72

2030 50 38.78

50 39.77

50 40.7

50 41.57

50 42.37

2035 50 43.1

50 43.78
Page 36 GAO-16-30 Women on Corporate Boards 

Year New board directors All board directors

50 44.41

50 44.98

50 45.51

2040 50 45.99

50 46.42

50 46.82

50 47.19

50 47.52

2045 50 47.81

50 48.07

50 48.32

50 48.53

50 48.72

2050 50 48.9

50 49.05

50 49.18

50 49.3

50 49.41

2055 50 49.5

50 49.59

50 49.66

50 49.72

50 49.78

2060 50 49.83

50 49.87

50 49.91

50 49.94

50 49.97

2065 50 49.99

Source: GAO analysis of Institutional Shareholder Services Inc. (ISS) data. | GAO-16-30

Data Table for Figure 4: Women’s Board Representation in the S&P 1500 Varied by 

Company Size and Industry, 2014

Company size: Larger companies tend to have more women on their 

boards than medium or small companiesa
Page 37 GAO-16-30 Women on Corporate Boards 

Company Size

Women’s percentage 

on the boards of...

Median number of

women on the 

boards of...

Percentage of 

boards without 

women in...

Small companies 12% 1 woman 33%

Medium 

companies

15% 1 woman 17%

Large companies 19% 2 women 4%

Industries: Some industries had higher percentages of women serving on 

their boards than other industries

Industry Percentage of women on boards

Household and personal products 26.4

Food, beverage, and tobacco 21.35

Food and staples retailing 21.21

Utilities 21.19

Media 20.16

Retail 19.85

Commercial and professional services 18.23

Telecommunication services 17.78

Pharmaceuticals and biotechnology 17.29

Insurance 17.09

Consumer services 16.92

Consumer durables and apparel 15.87

Diversified financials 15.87

Transportation 15.38

Materials 15.18

Banks 15.1

Technology hardware and equipment 14.74

Health care equipment and services 14.68

Software and services 14.02

Capital goods 13.1

Real estate 12.92

Automobiles components 11.11

Energy 10.52

Semiconductors and related 8.8

Source: GAO analysis of Institutional Shareholder Services Inc. (ISS) data, and Bloomberg Industry Classifications. | GAO-16-30
Page 38 GAO-16-30 Women on Corporate Boards 

Data Table for Figure 5: Male and Female Directors in the S&P 1500 Differ in Certain 

Characteristics, 2014

Age: Female board directors were younger on average than male 

directors

Sex Average age Percentage younger than 60

Women 60.4 45%

Men 63.8 30%

Tenure: Male board directors had longer tenure on boards than female 

directors

Sex Less than 5 years More than 15 years

Women 42.1 10.4

Men 30.2 18.2

Number of boards: Female board directors were slightly more likely than 

male directors to sit on more than two boardsa

1 board 2 boards 3 boards 4 or more boards

Percentage of Women 8.9 18.9 27.6 44.5

Percentage of Men 6.6 14.7 27.7 51.1

Leadership: Women board directors were slightly less likely to be 

committee chairs than men

1 board 2 boards 3 boards 4 or more boards

Percentage of Women 8.9 18.9 27.6 44.5

Percentage of Men 6.6 14.7 27.7 51.1

Source: GAO analysis of Institutional Shareholder Services Inc. (ISS) data. | GAO-16-30
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