II 

117TH CONGRESS 

1ST SESSION S. 374 

To amend the Securities Exchange Act of 1934 to require the submission 

by issuers of data relating to diversity, and for other purposes. 

IN THE SENATE OF THE UNITED STATES 

FEBRUARY 23, 2021 

Mr. MENENDEZ (for himself, Ms. WARREN, Mr. VAN HOLLEN, Mr. BOOKER, 

Mrs. FEINSTEIN, Mr. PADILLA, Mrs. GILLIBRAND, Ms. CORTEZ MASTO, 

Mr. WARNOCK, and Mr. BROWN) introduced the following bill; which was 

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

Urban Affairs 

A BILL 

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, 

3 SECTION 1. SHORT TITLE. 

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

5 Governance Through Diversity Act of 2021’’. 


kjohnson on DSK79L0C42PROD with BILLS
2 

•S 374 IS

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

2 ISSUERS. 

3 Section 13 of the Securities Exchange Act of 1934 

4 (15 U.S.C. 78m) is amended by adding at the end the 

5 following: 

6 ‘‘(s) SUBMISSION OF DATA RELATING TO DIVER7 SITY.— 

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

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

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

11 title 17, Code of Federal Regulations, as in ef12 fect on the date of enactment of this subsection; 

13 and 

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

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

16 States Code. 

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

18 issuer required to file an annual report under sub19 section (a) shall disclose in any proxy statement and 

20 any information statement relating to the election of 

21 directors filed with the Commission the following: 

22 ‘‘(A) Data, based on voluntary self-identi23 fication, on the racial, ethnic, and gender com24 position of— 

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

26 issuer; 


kjohnson on DSK79L0C42PROD with BILLS
3 

•S 374 IS

1 ‘‘(ii) nominees for the board of direc2 tors of the issuer; and 

3 ‘‘(iii) the executive officers of the 

4 issuer. 

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

6 board of directors of the issuer, any nominee 

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

8 executive officer of the issuer, based on vol9 untary self-identification, as a veteran. 

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

11 issuer, or any committee of that board of direc12 tors, has, as of the date on which the issuer 

13 makes a disclosure under this paragraph, 

14 adopted any policy, plan, or strategy to promote 

15 racial, ethnic, and gender diversity among— 

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

17 issuer; 

18 ‘‘(ii) nominees for the board of direc19 tors of the issuer; or 

20 ‘‘(iii) the executive officers of the 

21 issuer. 

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

23 year period in which an issuer required to file an an24 nual report under subsection (a) does not file with 

25 the Commission a proxy statement or an information 


kjohnson on DSK79L0C42PROD with BILLS
4 

•S 374 IS

1 statement relating to the election of directors, the 

2 issuer shall disclose the information required under 

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

4 that the issuer submits to the Commission after the 

5 end of that 1-year period. 

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

7 months after the date of enactment of this sub8 section, and annually thereafter, the Commission 

9 shall submit to the Committee on Banking, Housing, 

10 and Urban Affairs of the Senate and the Committee 

11 on Financial Services of the House of Representa12 tives, and publish on the website of the Commission, 

13 a report that analyzes the information disclosed 

14 under paragraphs (2) and (3) and identifies any 

15 trends with respect to such information. 

16 ‘‘(5) BEST PRACTICES.— 

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

18 Office of Minority and Women Inclusion of the 

19 Commission shall, not later than 3 years after 

20 the date of enactment of this subsection, and 

21 every 3 years thereafter, publish best practices 

22 for compliance with this subsection. 

23 ‘‘(B) COMMENTS.—The Director of the Of24 fice of Minority and Women Inclusion of the 

25 Commission may, pursuant to subchapter II of 


kjohnson on DSK79L0C42PROD with BILLS
5 

•S 374 IS

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

2 public comments related to the best practices 

3 published under subparagraph (A).’’. 

4 SEC. 3. DIVERSITY ADVISORY GROUP. 

5 (a) DEFINITIONS.—For the purposes of this section: 

6 (1) ADVISORY GROUP.—The term ‘‘Advisory 

7 Group’’ means the Diversity Advisory Group estab8 lished under subsection (b). 

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

10 means the Securities and Exchange Commission. 

11 (3) ISSUER.—The term ‘‘issuer’’ has the mean12 ing given the term in section 3(a) of the Securities 

13 Exchange Act of 1934 (15 U.S.C. 78c(a)). 

14 (b) ESTABLISHMENT.—The Commission shall estab15 lish a Diversity Advisory Group, which shall be composed 

16 of representatives from— 

17 (1) the Federal Government and State and local 

18 governments; 

19 (2) academia; and 

20 (3) the private sector. 

21 (c) STUDY AND RECOMMENDATIONS.—The Advisory 

22 Group shall— 

23 (1) carry out a study that identifies strategies 

24 that can be used to increase gender, racial, and ethVerDate Sep 11 2014 02:51 Mar 02, 2021 Jkt 019200 PO 00000 Frm 00005 Fmt 6652 Sfmt 6201 E:\BILLS\S374.IS S374

kjohnson on DSK79L0C42PROD with BILLS
6 

•S 374 IS

1 nic diversity among members of boards of directors 

2 of issuers; and 

3 (2) not later than 270 days after the date on 

4 which the Advisory Group is established, submit to 

5 the Commission, the Committee on Banking, Hous6 ing, and Urban Affairs of the Senate, and the Com7 mittee on Financial Services of the House of Rep8 resentatives a report that— 

9 (A) describes any findings from the study 

10 conducted under paragraph (1); and 

11 (B) makes recommendations regarding 

12 strategies that issuers could use to increase 

13 gender, racial, and ethnic diversity among 

14 board members. 

15 (d) ANNUAL REPORT.—Not later than 1 year after 

16 the date on which the Advisory Group submits the report 

17 required under subsection (c)(2), and annually thereafter, 

18 the Commission shall submit to the Committee on Bank19 ing, Housing, and Urban Affairs of the Senate and the 

20 Committee on Financial Services of the House of Rep21 resentatives a report that describes the status of gender, 

22 racial, and ethnic diversity among members of the boards 

23 of directors of issuers. 

24 (e) PUBLIC AVAILABILITY OF REPORTS.—The Com25 mission shall make all reports of the Advisory Group availVerDate Sep 11 2014 02:51 Mar 02, 2021 Jkt 019200 PO 00000 Frm 00006 Fmt 6652 Sfmt 6201 E:\BILLS\S374.IS S374

kjohnson on DSK79L0C42PROD with BILLS
7 

•S 374 IS

1 able to issuers and the public, including on the website 

2 of the Commission. 

3 (f) INAPPLICABILITY OF FEDERAL ADVISORY COM4 MITTEE ACT.—The Federal Advisory Committee Act (5 

5 U.S.C. App.) shall not apply with respect to the Advisory 

6 Group or the activities of the Advisory Group. 

Æ 


kjohnson on DSK79L0C42PROD with BILLS