I 

109TH CONGRESS 

1ST SESSION H. R. 543 

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 

FEBRUARY 2, 2005 

Mr. GILLMOR 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 2005’’. 

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

5 TO INSIDER-AFFILIATED CHARITIES.—The 

6 statements or documents described in sub7 paragraph (B) shall include— 

8 ‘‘(i) a disclosure of contributions 

9 whose value exceeds the designated 

10 amount that were made by the issuer 

11 during the issuer’s previous year to 

12 any nonprofit organization of which a 

13 director, officer, or controlling person 

14 of the issuer, or a spouse thereof, was 

15 a director or trustee; and 

16 ‘‘(ii) the name of such nonprofit 

17 organization and the value of the con18 tribution. 

19 ‘‘(B) STATEMENTS AND DOCUMENTS

20 COVERED.—The requirements of subpara21 graph (A) apply to— 

22 ‘‘(i) the proxy statement or other 

23 documents accompanying any proxy, 

24 consent, or authorization solicited by 

25 or on behalf of the management of an 
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1 issuer in respect of a security reg2 istered pursuant to section 12 of this 

3 title, or a security issued by an invest4 ment company registered under the 

5 Investment Company Act of 1940, 

6 prior to any annual meeting of the 

7 holders of such security; or 

8 ‘‘(ii) if proxies, consents, or au9 thorizations are not solicited by the 

10 management in respect of the annual 

11 meeting, the written information 

12 statement distributed in connection 

13 therewith. 

14 ‘‘(2) ANNUAL STATEMENTS REQUIRED.— 

15 Every issuer with a security registered pursuant 

16 to section 12 of this title, or a security issued 

17 by an investment company registered under the 

18 Investment Company Act of 1940, shall annu19 ally make available, in a format designated by 

20 the Commission, the total value of contributions 

21 made by the issuer to nonprofit organizations 

22 during its previous fiscal year, and, if the value 

23 of contributions to any organization exceeds the 

24 designated amount, the name of that organiza25 tion and the value of contributions. 
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1 ‘‘(3) DEFINITIONS.—For purposes of this 

2 subsection— 

3 ‘‘(A) the term ‘designated amount’ 

4 means such amount as may be designated 

5 by the Commission by rule, consistent with 

6 the public interest and the protection of in7 vestors for purposes of this subsection; and 

8 ‘‘(B) the Commission may, by such 

9 rules as it deems necessary or appropriate 

10 in the public interest, define the terms ex11 ecutive officer and controlling person.’’. 

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