I 

108TH CONGRESS 

1ST SESSION H. R. 275 

To amend the Securities and Exchange Act of 1934 to require improved 

disclosure of corporate charitable contributions, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

JANUARY 8, 2003 

Mr. GILLMOR (for himself and Mr. TIBERI) introduced the following bill; 

which was referred to the Committee on Financial Services 

A BILL 

To amend the Securities and Exchange Act of 1934 to require improved disclosure of corporate charitable contributions, 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, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘ Corporate Charitable 

5 Disclosure Act of 2003’’. 

6 SEC. 2. DISCLOSURE OF CHARITABLE CONTRIBUTIONS. 

7 Section 14 of the Securities and Exchange Act of 

8 1934 (15 U.S.C. 78n) is amended by adding at the end 

9 thereof the following new subsection: 
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1 ‘‘(i) DISCLOSURE OF CHARITABLE CONTRIBU2 TIONS.— 

3 ‘‘(1) DISCLOSURES REQUIRED.— 

4 ‘‘(A) SUBSTANTIAL CONTRIBUTIONS TO IN5 SIDER-AFFILIATED CHARITIES.—The state6 ments or documents described in subparagraph 

7 (B) shall include— 

8 ‘‘(i) a disclosure of contributions 

9 whose value exceeds the designated amount 

10 that were made by the issuer during the 

11 issuer’s previous year to any nonprofit or12 ganization of which a director, officer, or 

13 controlling person of the issuer, or a 

14 spouse thereof, was a director or trustee; 

15 and 

16 ‘‘(ii) the name of such nonprofit orga17 nization and the value of the contribution. 

18 ‘‘(B) STATEMENTS AND DOCUMENTS COV19 ERED.—The requirements of subparagraph (A) 

20 apply to— 

21 ‘‘(i) the proxy statement or other doc22 uments accompanying any proxy, consent, 

23 or authorization solicited by or on behalf of 

24 the management of an issuer in respect of 

25 a security registered pursuant to section 
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1 12 of this title, or a security issued by an 

2 investment company registered under the 

3 Investment Company Act of 1940, prior to 

4 any annual meeting of the holders of such 

5 security; or 

6 ‘‘(ii) if proxies, consents, or authoriza7 tions are not solicited by the management 

8 in respect of the annual meeting, the writ9 ten information statement distributed in 

10 connection therewith. 

11 ‘‘(2) ANNUAL STATEMENTS REQUIRED.—Every 

12 issuer with a security registered pursuant to section 

13 12 of this title, or a security issued by an investment 

14 company registered under the Investment Company 

15 Act of 1940, shall annually make available, in a for16 mat designated by the Commission, the total value 

17 of contributions made by the issuer to nonprofit or18 ganizations during its previous fiscal year, and, if 

19 the value of contributions to any organization ex20 ceeds the designated amount, the name of that orga21 nization and the value of contributions. 

22 ‘‘(3) DEFINITIONS.—For purposes of this sub23 section— 

24 ‘‘(A) the term ‘designated amount’ means 

25 such amount as may be designated by the Com-
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1 mission by rule, consistent with the public in2 terest and the protection of investors for pur3 poses of this subsection; and 

4 ‘‘(B) the Commission may, by such rules 

5 as it deems necessary or appropriate in the 

6 public interest, define the terms executive offi7 cer and controlling person.’’. 

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