Improving Corporate Governance Through Diversity Act of 2019

To amend the Securities Exchange Act of 1934 to require the submission by issuers of data relating to diversity and for other purposes. 1. Short title This Act may be cited as the Improving Corporate Governance Through Diversity Act of 2019 2. Submission of data relating to diversity by issuers Section 13 of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m (s) Submission of data relating to diversity (1) Definitions In this subsection— (A) the term executive officer (B) the term veteran (2) Submission of disclosure Each issuer required to file an annual report under subsection (a) shall disclose in any proxy statement and any information statement relating to the election of directors filed with the Commission the following: (A) Data, based on voluntary self-identification, on the racial, ethnic, and gender composition of— (i) the board of directors of the issuer; (ii) nominees for the board of directors of the issuer; and (iii) the executive officers of the issuer. (B) The status of any member of the board of directors of the issuer, any nominee for the board of directors of the issuer, or any executive officer of the issuer, based on voluntary self-identification, as a veteran. (C) Whether the board of directors of the issuer, or any committee of that board of directors, has, as of the date on which the issuer makes a disclosure under this paragraph, adopted any policy, plan, or strategy to promote racial, ethnic, and gender diversity among— (i) the board of directors of the issuer; (ii) nominees for the board of directors of the issuer; or (iii) the executive officers of the issuer. (3) Alternative submission In any 1-year period in which an issuer required to file an annual report under subsection (a) does not file with the Commission a proxy statement relating to the election of directors or an information statement, the issuer shall disclose the information required under paragraph (2) in the first annual report of issuer that the issuer submits to the Commission after the end of that 1-year period. (4) Best practices (A) In general The Director of the Office of Minority and Women Inclusion of the Commission shall, not later than the end of the 3-year period beginning on the date of the enactment of this subsection and every three years thereafter, and in consultation with the advisory council established pursuant to subparagraph (C), publish best practices for compliance with this subsection. (B) Comments The Director of the Office of Minority and Women Inclusion of the Commission may, pursuant to subchapter II of chapter 5 (C) Advisory Committee The Director of the Office of Minority and Women Inclusion of the Commission shall, pursuant to the Federal Advisory Committee Act, establish an advisory council, that includes issuers and investors, to advise on the best practices published under subparagraph (A). .

Summary: Improving Corporate Governance Through Diversity Act of 2019 This bill requires certain issuers of securities to disclose the racial, ethnic, and gender composition of their boards of directors and executive officers, as well as the status of any of those directors and officers as a veteran. It also requires the disclosure of any plan to promote racial, ethnic, and gender diversity among these groups.