Improving Corporate Governance Through Diversity Act of 2017

To amend title 41, United States Code, to require the submission of data relating to diversity by certain contractors, to amend the Securities Exchange Act of 1934 to require the submission of such data by issuers, and for other purposes. 1. Short title This Act may be cited as the Improving Corporate Governance Through Diversity Act of 2017 2. Submission of data relating to diversity by certain contractors (a) In general Chapter 47 of subtitle I of title 41, United States Code, is amended by adding at the end the following new section: 4713. Submission of data relating to diversity by certain contractors. (a) Submission of data In the case of the award of a contract in an amount of $5,000,000 or more to a covered contractor, the head of an executive agency shall require the contractor to submit, not later than 60 days after the award of the contract, the following: (1) Data on the racial, ethnic, and gender composition of the board of directors and the C-level executives of the covered contractor. (2) Data on the affiliation of any member of the board of directors or any C-level executive to a historically underrepresented group, including veterans of the Armed Forces and individuals with disabilities. (3) Any plan or strategy that exists on the date of the submission of data under this subsection to improve the diversity of the board of directors or the C-level executives of the covered contractor. (b) Reports (1) Quarterly report to General Services Administration After the end of a calendar quarter, each executive agency shall submit to the Administrator of General Services a report that includes the data submitted by contractors under subsection (a) during the quarter covered. (2) Annual report to Congress and Offices of Minority and Women Inclusion (A) In general Not later than February 14 of each calendar year, the Administrator of General Services shall submit to Congress and each Office of Minority and Women Inclusion established under section 342 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ( 12 U.S.C. 5452 (i) includes the data submitted to the Administrator under paragraph (1) during the preceding calendar year and the data submitted under section 13(s) of the Securities Exchange Act of 1934; (ii) uses the data described in clause (i), as well as information from other reliable sources, to analyze the diversity of the board of directors and the C-level executives of each entity submitting data in comparison to the industry peers of such entity, including any trends and progress related to such diversity; and (iii) based on the analysis conducted under clause (ii), lists each entity submitting data that is significantly lagging behind the industry peers of such entity with respect to the diversity of the board of directors and the C-level executives. (B) Public availability The Administrator of General Services shall make publicly available each annual report submitted under subparagraph (A). (c) Public comment After the end of the four-year period beginning on the date of the enactment of this section, and every four years thereafter, the Administrator of General Services shall review the implementation of the requirements of this section and provide an opportunity for public comment on such review. (d) Definitions In this section: (1) Covered contractor The term covered contractor (2) C-level executive The term C-level executive . (b) Clerical amendment The table of sections at the beginning of chapter 47 of such title is amended by inserting after the item relating to section 4712 the following new item: 4713. Submission of data relating to diversity by certain contractors. . 3. Submission of data relating to diversity by issuers (a) In general Section 13 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m (s) Submission of data relating to diversity (1) Submission of data Each issuer required to file an annual report under subsection (a) shall disclose in that report, the following: (A) Data on the racial, ethnic, and gender composition of the board of directors and the C-level executives of the issuer. (B) Data on the affiliation of any member of the board of directors or any C-level executive of the issuer to a historically underrepresented group, including veterans of the Armed Forces and individuals with disabilities. (C) Any plan or strategy that exists on the date of the submission of data under this paragraph to improve the diversity of the board of directors or the C-level executives of the issuer. (2) C-level executive defined In this subsection, the term C-level executive . (b) Corporate governance regulations Not later than 90 days after the date of the enactment of this Act, the Securities and Exchange Commission shall revise paragraph (v) of section 229.407(c)(2) of title 17, Code of Federal Regulations, to require that when the description described in such paragraph is presented in a proxy or information statement relating to the election of directors, the qualities and skills described in such paragraph, along with the nominee’s gender, race, ethnicity, and affiliation with a historically underrepresented group should be presented in a chart or matrix form.

Summary: Improving Corporate Governance Through Diversity Act of 2017 This bill directs executive agencies to require any covered contractor (a for-profit business with gross receipts exceeding $1 billion for the previous year) awarded a contract of $5 million or more to submit, within 60 days: data on the racial, ethnic, and gender composition of such contractor's board of directors and senior executives; data on the affiliation of any such board member or executive to a historically underrepresented group, including veterans and individuals with disabilities; and any plan or strategy to improve the diversity of such board members or executives. Each agency shall submit quarterly reports on such data to the General Services Administration, which shall report to Congress annually on the diversity of such contractor boards and executives. The Securities Exchange Act of 1934 is amended to require each issuer of a registered security to disclose such data, plan, and strategy in its required annual report. The Securities and Exchange Commission must revise corporate governance regulations to require that when the description is presented in a proxy or information statement relating to the election of directors, the nominee's qualities and skills, along with the nominee's gender, race, ethnicity, and affiliation with a historically underrepresented group, are presented in a chart or matrix form.